1005-00001 · Nexford Industrial Holdings · Closing

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017

INTERNAL MEMORANDUM

March 27, 2025

TO: Claudia Merritt, Responsible Partner, Banking & Finance Ian Blackwood, Billing Partner, Banking & Finance

FROM: Sophie Tremblay, Working Associate, Banking & Finance

REVIEWED BY: Marcus Leung, Lead Associate, Banking & Finance

RE: Bring-Down Good Standing Certificates and Updated Lien Search Confirmation — Nexford Industrial Holdings Inc. $1,400,000,000 Senior Secured Term Loan B

Matter No.: 1005-00001

Billing Code: IBL-NIH-2025-031

This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the attorneys and personnel of Calderwood & Harkness LLP involved in the above-referenced matter. Any distribution, reproduction, or disclosure of this memorandum to persons outside the firm without prior authorization is strictly prohibited.

I. Purpose and Executive Summary

The purpose of this memorandum is to confirm, in advance of the target closing date of March 28, 2025, that the following conditions precedent to the closing of the Nexford Industrial Holdings Inc. senior secured Term Loan B facility have been satisfied with respect to good standing and lien status:

(i) Bring-down good standing certificates have been obtained for all Loan Parties from the applicable Secretaries of State (or equivalent governmental authorities) in their respective jurisdictions of organization, each dated within the five (5) business day window required under the Credit Agreement; and

(ii) Updated lien searches — including Uniform Commercial Code ("UCC") financing statement searches, federal tax lien searches, and judgment lien searches — have been completed across all relevant filing jurisdictions, confirming that no intervening liens, security interests, judgments, or other encumbrances have been filed against any Loan Party since the initial search date of February 14–18, 2025.

This memorandum has been prepared to support the satisfaction of the conditions precedent set forth in Section 4.01 (Conditions to Closing) of the Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower"), the Guarantors party thereto (together with the Borrower, the "Loan Parties"), the Lenders party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (the "Agent").

Summary Conclusion: All bring-down good standing certificates have been received and are satisfactory. All updated lien searches have been completed, and no adverse findings or intervening liens have been identified, other than the existing UCC-1 financing statement filings in favor of Atlas Meridian Bank, N.A. ("Atlas Meridian"), which relate to the existing first lien term loan and revolving credit facility being refinanced in connection with this transaction and which will be terminated at or promptly following closing. We recommend proceeding to closing on March 28, 2025, as the conditions precedent relating to good standing certificates and lien status confirmation are fully satisfied.

II. Background and Reference Documents

Transaction Overview

The transaction involves a $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B" or the "Facility") to be made available to Nexford Industrial Holdings Inc. pursuant to the Credit Agreement. The proceeds of the Term Loan B will be applied as follows:

(a) Refinancing of Existing Indebtedness. Approximately $879,375,000 will be used to refinance in full the Borrower's existing (i) $875,000,000 first lien term loan facility and (ii) $190,000,000 revolving credit facility, each held by Atlas Meridian Bank, N.A. as administrative agent and collateral agent. As of the anticipated closing date, the estimated payoff amount on the existing term loan is $879,375,000 (inclusive of accrued and unpaid interest and applicable fees). The revolving credit facility is currently undrawn and will be terminated upon the application of the payoff amount and delivery of a notice of termination to Atlas Meridian.

(b) Dividend Recapitalization. Approximately $335,000,000 will be used to fund a dividend recapitalization in favor of Granite Peak NIH Holdings, LLC ("Holdings"), the sole equity holder of the Borrower, and indirectly to the equity sponsors and co-investors holding interests in Holdings.

(c) Transaction Fees and Expenses. Approximately $38,625,000 will be applied to pay transaction fees and expenses, including arrangement fees payable to the lead arrangers, legal fees payable to counsel for the Borrower and counsel for the Agent, and other customary closing costs and expenses.

(d) Cash to Balance Sheet. The remaining approximately $147,000,000 will be retained by the Borrower as cash on the balance sheet for general corporate purposes.

Key Transaction Parties

• Borrower: Nexford Industrial Holdings Inc., a Delaware corporation, with its headquarters and principal place of business located at 1400 Industrial Parkway, Schaumburg, Illinois 60173.

• Holdings Guarantor: Granite Peak NIH Holdings, LLC, a Delaware limited liability company.

• Administrative Agent / Collateral Agent: Crescent Harbor Bank, N.A., 320 Federal Street, Boston, Massachusetts 02110.

• Borrower's Counsel: Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017.

• Agent's Counsel: Whitfield & Gage LLP (Margaret Ashby, lead partner), 1001 Pennsylvania Avenue NW, Washington, D.C. 20004.

• Existing Lender (to be Refinanced): Atlas Meridian Bank, N.A., 500 Liberty Avenue, Pittsburgh, Pennsylvania 15222 (contact: Sandra Vickers, Vice President, Loan Administration).

Reference Documents

The following documents and prior work product have been referenced in the preparation of this memorandum:

1. Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent (execution version, circulated March 26, 2025).

2. Guarantee and Collateral Agreement dated as of March 28, 2025, among the Loan Parties and Crescent Harbor Bank, N.A. as Collateral Agent (execution version).

3. C&H Memorandum — UCC Search Results Summary (All Filing Jurisdictions), dated February 18, 2025 (the "Initial Lien Search Memorandum"), summarizing the results of the initial UCC, federal tax lien, and judgment lien searches conducted February 14–18, 2025.

4. C&H Memorandum — Intellectual Property Lien Search Results (USPTO and U.S. Copyright Office), dated February 19, 2025 (the "IP Lien Search Memorandum").

5. C&H Memorandum — Litigation and Contingent Liability Review, dated February 26, 2025.

6. Initial good standing certificates compiled and indexed at the commencement of due diligence (February 2025), maintained in the matter files.

7. Lien Release Authorization Letter from Atlas Meridian Bank, N.A., dated March 27, 2025.

8. UCC-3 Termination Statement Instructions and Forms — Atlas Meridian Bank Liens (prepared by C&H, March 2025).

9. UCC-1 Financing Statement forms prepared for filing on behalf of Crescent Harbor Bank, N.A. as Secured Party (prepared by C&H, March 2025).

As noted above, the Credit Agreement requires that good standing certificates for each Loan Party be dated within five (5) business days of the closing date, which for a March 28, 2025 closing means certificates must be dated no earlier than March 21, 2025.

III. Loan Parties — Complete Listing

Set forth below is a complete listing of each Loan Party, together with its entity type, jurisdiction of organization, file number (where applicable), registered agent address, principal business address, and role in the transaction. A total of twelve (12) Loan Parties are party to the Credit Agreement, consisting of one (1) Borrower, one (1) Holdings Guarantor, and ten (10) Subsidiary Guarantors.

Notes on Specific Loan Parties:

• Nexford International Holdings, Inc. serves as a CFC Holdco under the Credit Agreement. Pursuant to the Guarantee and Collateral Agreement, the pledge of equity interests in Nexford International Holdings' direct subsidiary, Nexford Canada Holdings ULC (a British Columbia unlimited liability company), is limited to sixty-five percent (65%) of the voting equity interests and one hundred percent (100%) of the non-voting equity interests of Nexford Canada Holdings ULC.

• Nexford Manufacturing Services, LLC is the sole Loan Party organized under the laws of Illinois. All other Loan Parties organized outside of Delaware are organized in Pennsylvania (Clearfield Tool & Die, Inc.), South Carolina (Summit Industrial Fabrication Co.), Texas (Ridgepoint Specialty Coatings, LLC), and Michigan (Lakeshore Precision Engineering, Inc.).

• Excluded Entities: Nexford Canada Holdings ULC (organized under the laws of British Columbia, Canada) and Nexford Canada Manufacturing, Inc. (organized under the laws of Ontario, Canada) are foreign subsidiaries excluded from the guarantor group and are not Loan Parties under the Credit Agreement. No good standing certificates or lien searches were required for these entities.

IV. Bring-Down Good Standing Certificates

A. Requirement Under the Credit Agreement

Section 4.01(d) of the Credit Agreement requires, as a condition precedent to closing, the delivery of a certificate of good standing (or certificate of existence, certificate of subsistence, certificate of fact — status, or equivalent certificate, as applicable under the laws of the relevant jurisdiction) for each Loan Party, issued by the Secretary of State or equivalent governmental authority of such Loan Party's jurisdiction of organization, dated within five (5) business days of the closing date.

Given that the anticipated closing date is March 28, 2025 (a Friday), and counting back five (5) business days (excluding Saturdays, Sundays, and any federal holidays), the earliest permissible date for bring-down good standing certificates is March 21, 2025 (a Friday). Accordingly, any certificate dated on or after March 21, 2025 and on or before March 28, 2025 will satisfy this condition precedent.

Calderwood & Harkness ordered bring-down good standing certificates for all twelve (12) Loan Parties through our standard registered agent and service of process provider. All certificates were received by the firm no later than March 26, 2025, and have been reviewed for accuracy, completeness, and compliance with the Credit Agreement requirements.

B. Certificates Obtained — Summary Table

The following table sets forth the bring-down good standing certificates obtained for each Loan Party:

As reflected in the table above, all Delaware-organized entities received certificates dated March 24, 2025, from the Delaware Secretary of State's Division of Corporations. The non-Delaware Loan Parties received certificates from their respective state authorities on March 25, 2025. We note that certain jurisdictions issue certificates under varying designations — Pennsylvania issues a "Certificate of Subsistence," South Carolina issues a "Certificate of Existence," and Texas issues a "Certificate of Fact — Status" — each of which is the functional equivalent of a certificate of good standing under the laws of those respective states. All certificates confirm that the entity is duly organized or formed, in good standing (or equivalent status), and authorized to transact business in its jurisdiction of organization.

C. Foreign Qualification Good Standing (Where Applicable)

In addition to the certificates from each Loan Party's jurisdiction of organization, we note the following with respect to foreign qualification good standing:

• Nexford Industrial Holdings Inc. is qualified to do business as a foreign corporation in the State of Illinois, where its principal place of business and headquarters are located. A bring-down certificate of good standing with respect to Nexford's foreign qualification in Illinois was obtained from the Illinois Secretary of State, dated March 25, 2025, confirming that Nexford is authorized to transact business in Illinois and is in good standing with respect to its foreign qualification.

• Nexford Engineered Systems, LLC is qualified to do business as a foreign limited liability company in the State of South Carolina, where its principal operations are conducted. A bring-down certificate of authority / good standing was obtained from the South Carolina Secretary of State, dated March 25, 2025.

• Nexford Coatings & Surface Technologies, Inc. is qualified to do business as a foreign corporation in the State of Texas, where its principal operations are conducted. A bring-down certificate of fact — status for foreign qualification was obtained from the Texas Secretary of State, dated March 25, 2025.

• Nexford Precision Components, Inc. is qualified to do business as a foreign corporation in the State of Illinois. A bring-down certificate of good standing for foreign qualification was obtained from the Illinois Secretary of State, dated March 25, 2025.

The Credit Agreement, as drafted, requires good standing certificates from each Loan Party's jurisdiction of organization. Foreign qualification good standing certificates have been obtained as described above for the principal qualification jurisdictions as a matter of best practice and to confirm the accuracy of the representations and warranties set forth in Section 5.01 of the Credit Agreement regarding due qualification. Additional foreign qualification certificates may be delivered post-closing to the extent identified in the post-closing obligations letter.

D. Conclusion on Good Standing Certificates

All twelve (12) Loan Parties have been confirmed to be in good standing (or equivalent status) in their respective jurisdictions of organization as of dates ranging from March 24, 2025 to March 25, 2025. Each certificate falls within the five (5) business day window preceding the March 28, 2025 closing date, as required by Section 4.01(d) of the Credit Agreement.

Copies of all bring-down good standing certificates have been compiled, reviewed by the undersigned, and indexed on the schedule attached hereto as Exhibit A. All certificates will be included in the closing binder to be assembled following closing. Originals of certain certificates (where obtained in hard copy) will be delivered to the Agent post-closing, in accordance with the post-closing obligations letter to be executed at closing.

The condition precedent relating to the delivery of bring-down good standing certificates is satisfied.

V. Updated Lien Search Results

A. Scope and Methodology

In accordance with customary practice for leveraged finance transactions and to satisfy the conditions precedent under the Credit Agreement, Calderwood & Harkness ordered updated (bring-down) lien searches for each of the twelve (12) Loan Parties. The scope of the bring-down searches was consistent with the initial lien searches conducted in February 2025 and summarized in our Initial Lien Search Memorandum dated February 18, 2025. Specifically, the following categories of searches were conducted:

(1) UCC Financing Statement Searches. Updated UCC searches were ordered in the applicable central filing office of each Loan Party's jurisdiction of organization, as follows:

(a) Delaware Secretary of State — for the seven (7) Delaware-organized Loan Parties: Nexford Industrial Holdings Inc., Granite Peak NIH Holdings, LLC, Nexford Precision Components, Inc., Nexford Engineered Systems, LLC, Nexford Coatings & Surface Technologies, Inc., Nexford Properties, LLC, and Nexford International Holdings, Inc.

(b) Illinois Secretary of State — for the one (1) Illinois-organized Loan Party: Nexford Manufacturing Services, LLC.

(d) South Carolina Secretary of State — for the one (1) South Carolina-organized Loan Party: Summit Industrial Fabrication Co.

(e) Texas Secretary of State — for the one (1) Texas-organized Loan Party: Ridgepoint Specialty Coatings, LLC.

(f) Michigan Department of State — for the one (1) Michigan-organized Loan Party: Lakeshore Precision Engineering, Inc.

(2) Federal Tax Lien Searches. Federal tax lien searches were conducted for each Loan Party at both the state level and in the county or locality of each Loan Party's chief executive office or principal place of business, as applicable. Under applicable law, federal tax liens are filed with the appropriate state or local office (typically the county recorder's office or Secretary of State, depending on the jurisdiction) rather than with a single central filing office. Accordingly, searches were conducted in each relevant county and, where applicable, at the state level.

(3) Judgment Lien Searches. Judgment lien searches were conducted at both the state court level and the federal court level for each Loan Party. State court judgment searches were conducted in the county of each Loan Party's principal place of business or registered office, and federal court judgment searches were conducted in the applicable United States District Court for the district in which each Loan Party maintains its principal place of business.

The initial lien searches were conducted during the period of February 14–18, 2025, and the results were summarized in the Initial Lien Search Memorandum dated February 18, 2025. The bring-down searches were ordered on March 24, 2025, through our standard search service provider, and all results were received by March 26, 2025. The bring-down searches cover the period from the initial search date through the respective bring-down search dates, ensuring complete coverage of any filings made during the interim period.

B. Summary of Updated UCC Lien Search Results — By Entity

The following table summarizes the results of the updated UCC lien searches for each Loan Party:

As reflected in the table above, the only UCC-1 financing statement filings of record against each of the Loan Parties are those naming Atlas Meridian Bank, N.A. as Secured Party, which were filed in connection with the existing credit facilities being refinanced in this transaction. No new or intervening filings have been made against any Loan Party since the initial search date of February 14–18, 2025.

Note Regarding De Minimis Equipment-Related Filings: In connection with the initial lien searches, certain de minimis UCC-1 financing statements were identified against certain Loan Parties relating to equipment leases and purchase money security interests in specific items of equipment. These filings were reviewed and analyzed in detail in the Initial Lien Search Memorandum and were confirmed to fall within the "Permitted Liens" carve-outs under the Credit Agreement, specifically the basket for capital leases and purchase money indebtedness up to an aggregate outstanding amount of $50,000,000 (Section 7.01(i) of the Credit Agreement). No new equipment lease or purchase money filings were identified in the bring-down searches. The existing de minimis filings remain within the Permitted Liens basket and do not constitute a lien search exception that would prevent satisfaction of the closing conditions.

C. Federal Tax Lien Searches

Federal tax lien searches were conducted for each Loan Party in the county and state of its chief executive office or principal place of business, as applicable. The results are summarized below:

• Nexford Industrial Holdings Inc. (EIN: 36-4178552) — Cook County, Illinois (county of principal place of business): No federal tax liens found.

• Granite Peak NIH Holdings, LLC (EIN: 85-3291047) — New Castle County, Delaware (county of registered office): No federal tax liens found.

• Nexford Precision Components, Inc. — Winnebago County, Illinois (county of principal place of business, Rockford, IL): No federal tax liens found.

• Nexford Engineered Systems, LLC — Greenville County, South Carolina (county of principal place of business): No federal tax liens found.

• Nexford Coatings & Surface Technologies, Inc. — Harris County, Texas (county of principal place of business, Houston, TX): No federal tax liens found.

• Nexford Manufacturing Services, LLC — Cook County, Illinois (county of principal place of business, Schaumburg, IL): No federal tax liens found.

• Nexford Properties, LLC — New Castle County, Delaware (county of registered office): No federal tax liens found.

• Nexford International Holdings, Inc. — New Castle County, Delaware (county of registered office): No federal tax liens found.

• Clearfield Tool & Die, Inc. — Clearfield County, Pennsylvania (county of principal place of business): No federal tax liens found.

• Summit Industrial Fabrication Co. — Spartanburg County, South Carolina (county of principal place of business): No federal tax liens found.

• Ridgepoint Specialty Coatings, LLC — Harris County, Texas (county of principal place of business, Houston, TX): No federal tax liens found.

• Lakeshore Precision Engineering, Inc. — Muskegon County, Michigan (county of principal place of business): No federal tax liens found.

Conclusion: No federal tax liens of record were found against any Loan Party in any jurisdiction searched. This result is consistent with the initial lien search results reported in our memorandum dated February 18, 2025, and confirms that no federal tax liens have been filed against any Loan Party during the interim period.

D. Judgment Lien Searches

State and federal court judgment lien searches were conducted for each Loan Party in the applicable jurisdictions. The scope of these searches included:

• State court judgment searches in the county of each Loan Party's principal place of business or registered office;

• Federal court judgment searches in the applicable United States District Court for the district in which each Loan Party maintains its principal place of business or registered office.

Results: No judgments of record were found against any Loan Party in any state or federal court jurisdiction searched. This result is consistent with the representations made in Calderwood & Harkness's Litigation and Contingent Liability Review memorandum dated February 26, 2025, which confirmed that there were no material pending or threatened litigation matters against any Loan Party that would give rise to a judgment lien or other encumbrance on the assets of the Loan Parties.

E. Intellectual Property Lien Searches (Bring-Down)

In addition to the UCC, federal tax lien, and judgment lien searches described above, bring-down searches were conducted at the following federal intellectual property filing offices:

• United States Patent and Trademark Office ("USPTO"): Updated searches of the patent assignment records and trademark assignment records maintained by the USPTO were conducted to identify any new security interest recordings, assignments, or other encumbrances filed against registered patents, patent applications, registered trademarks, and trademark applications owned by the Loan Parties.

• United States Copyright Office: Updated searches of the copyright assignment and document recordation records maintained by the U.S. Copyright Office were conducted to identify any new security interest recordings or other encumbrances against registered copyrights owned by the Loan Parties.

Results: No new security interest recordings, assignments, or other encumbrances have been filed against any registered intellectual property of the Loan Parties at the USPTO or the U.S. Copyright Office since the initial IP lien search date covered by our IP Lien Search Memorandum dated February 19, 2025. The existing security interest recordings in favor of Atlas Meridian Bank, N.A. against certain registered patents, trademarks, and copyrights of the Loan Parties remain of record and will be released and terminated post-closing in connection with the refinancing of the existing credit facilities, as further described in Section VI below.

VI. Atlas Meridian Bank Filings — Termination Plan

All existing UCC-1 financing statements filed in favor of Atlas Meridian Bank, N.A. as Secured Party against each of the Loan Parties will be terminated by UCC-3 Termination Statements to be filed on March 31, 2025 (the first business day following the closing date weekend), in the following filing jurisdictions:

(a) Delaware Secretary of State — covering Nexford Industrial Holdings Inc., Granite Peak NIH Holdings, LLC, Nexford Precision Components, Inc., Nexford Engineered Systems, LLC, Nexford Coatings & Surface Technologies, Inc., Nexford Properties, LLC, and Nexford International Holdings, Inc.;

(b) Illinois Secretary of State — covering Nexford Manufacturing Services, LLC;

(d) South Carolina Secretary of State — covering Summit Industrial Fabrication Co.;

(e) Texas Secretary of State — covering Ridgepoint Specialty Coatings, LLC; and

(f) Michigan Department of State — covering Lakeshore Precision Engineering, Inc.

Calderwood & Harkness has pre-prepared all UCC-3 Termination Statement forms necessary to effect the termination of each Atlas Meridian UCC-1 filing. The forms, together with detailed filing instructions for each jurisdiction, have been compiled in the document package entitled "UCC-3 Termination Statement Instructions and Forms — Atlas Meridian Bank Liens," which is maintained in the matter files and has been provided to the transaction team for review.

Atlas Meridian Bank, N.A. has provided a Lien Release Authorization Letter dated March 27, 2025, prepared by Calderwood & Harkness and reviewed and countersigned by Sandra Vickers, Vice President, Loan Administration, at Atlas Meridian Bank, N.A., 500 Liberty Avenue, Pittsburgh, Pennsylvania 15222. The Lien Release Authorization Letter authorizes the release and termination of all liens, security interests, and encumbrances held by Atlas Meridian Bank, N.A. against the assets and equity interests of each Loan Party, effective upon the receipt by Atlas Meridian of the payoff amount of $879,375,000 at closing. A copy of the Lien Release Authorization Letter is attached hereto as Exhibit D.

In addition to the UCC-3 Termination Statements, Calderwood & Harkness will file or cause to be filed the necessary releases and terminations of the existing Atlas Meridian security interest recordings at the USPTO and U.S. Copyright Office, as applicable, in the ordinary course following closing.

Concurrently with the termination of the Atlas Meridian liens, new UCC-1 financing statements naming Crescent Harbor Bank, N.A. as Secured Party / Collateral Agent will be filed on March 28, 2025 (the closing date) in each of the jurisdictions listed above, as further described in Section VII below.

VII. New UCC-1 Filings — Confirmation of Readiness

Calderwood & Harkness has prepared UCC-1 Financing Statements for filing on the closing date of March 28, 2025, in connection with the perfection of the security interests granted by each Loan Party under the Guarantee and Collateral Agreement. The new UCC-1 filings will cover the following Loan Parties in the following filing jurisdictions:

Each UCC-1 Financing Statement names Crescent Harbor Bank, N.A. as Secured Party in its capacity as Collateral Agent under the Credit Agreement and the Guarantee and Collateral Agreement. The collateral description in each UCC-1 covers all assets of the applicable Loan Party (or, in the case of Granite Peak NIH Holdings, LLC, the equity interests in Nexford Industrial Holdings Inc., and in the case of Nexford International Holdings, Inc. as CFC Holdco, sixty-five percent (65%) of the voting equity interests and one hundred percent (100%) of the non-voting equity interests in Nexford Canada Holdings ULC), consistent with the grant of security interests set forth in the Guarantee and Collateral Agreement.

Filing instructions have been prepared and provided to our filing service provider, with instructions to submit the UCC-1 Financing Statements for filing upon receipt of confirmation from the transaction team that funding has occurred and closing is complete. We anticipate that all filings will be submitted electronically on the closing date and that file-stamped copies will be available within one to three business days following filing, depending on the processing times of the applicable filing offices.

VIII. Conclusion and Recommendation

Based on the foregoing review, Calderwood & Harkness confirms the following:

1. Good Standing Certificates. All bring-down good standing certificates (or equivalent certificates, as applicable) have been obtained for each of the twelve (12) Loan Parties from the Secretary of State or equivalent governmental authority of each Loan Party's jurisdiction of organization. All certificates are dated between March 24 and March 25, 2025, within the five (5) business day window required by Section 4.01(d) of the Credit Agreement. Each Loan Party has been confirmed to be duly organized or formed, validly existing, and in good standing (or equivalent status) in its jurisdiction of organization.

2. UCC Lien Searches. Updated UCC lien searches have been completed across all six (6) relevant filing jurisdictions (Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan). No intervening liens, security interests, or encumbrances have been filed against any Loan Party since the initial search date of February 14–18, 2025, other than the existing UCC-1 financing statements in favor of Atlas Meridian Bank, N.A., which relate to the credit facilities being refinanced and which will be terminated at or promptly following closing.

3. Federal Tax Liens. No federal tax liens of record have been found against any Loan Party in any jurisdiction searched.

4. Judgment Liens. No judgments of record have been found against any Loan Party in any state or federal court jurisdiction searched.

5. intellectual Property Liens. No adverse intellectual property lien filings have been identified at the USPTO or U.S. Copyright Office since the initial IP lien search date.

6. Termination of Atlas Meridian Liens. Atlas Meridian Bank, N.A. has provided a Lien Release Authorization Letter dated March 27, 2025, authorizing the release and termination of all liens upon receipt of the payoff amount at closing. UCC-3 Termination Statements have been pre-prepared and will be filed on March 31, 2025.

7. New Crescent Harbor Filings. UCC-1 Financing Statements naming Crescent Harbor Bank, N.A. as Secured Party have been prepared and will be filed in all applicable jurisdictions on the closing date.

Accordingly, the conditions precedent under the Credit Agreement relating to good standing certificates and lien status are satisfied, and we recommend proceeding to closing on March 28, 2025, as scheduled.

Copies of all certificates and search reports referenced herein are on file in the matter files (Matter No. 1005-00001) and will be included in the closing binder to be assembled and distributed following closing.

Please do not hesitate to contact the undersigned or Marcus Leung with any questions regarding this memorandum or any of the matters discussed herein.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Sophie Tremblay Associate, Banking & Finance

Reviewed by: ________ Marcus Leung Lead Associate, Banking & Finance

IX. Attachments / Exhibits

The following exhibits are attached to this memorandum or maintained on file as indicated:

Exhibit A: Schedule of Bring-Down Good Standing Certificates

Listing each Loan Party, jurisdiction of organization, issuing authority, certificate date, and certificate reference number. All certificates are compiled and indexed for inclusion in the closing binder.

Exhibit B: Schedule of Updated UCC Search Results

Listing each Loan Party, filing jurisdiction, search date, filings identified (including filing numbers, filing dates, and secured party names), and disposition (i.e., to be terminated at closing, Permitted Lien, or other notation). This schedule covers all bring-down UCC searches conducted March 24–26, 2025.

Exhibit C: Schedule of Federal Tax Lien and Judgment Lien Search Results

Listing each Loan Party, the county and state in which federal tax lien searches were conducted, the courts in which judgment lien searches were conducted, the search dates, and the results (no liens or judgments found for any Loan Party).

Exhibit D: Copy of Lien Release Authorization Letter from Atlas Meridian Bank, N.A. dated March 27, 2025

Executed letter from Sandra Vickers, Vice President, Loan Administration, Atlas Meridian Bank, N.A., authorizing the release and termination of all liens, security interests, and encumbrances upon receipt of the payoff amount of $879,375,000. Original maintained in the matter files.

Note: Original good standing certificates, search reports, and all supporting documentation referenced in this memorandum and the attached exhibits are maintained in the closing binder and the firm's matter files under Matter No. 1005-00001 (Billing Code: IBL-NIH-2025-031). All documents are available for review upon request.

— End of Memorandum —

No.	Loan Party	Entity Type	Jurisdiction of Organization	File No.	Role	Registered Agent / Principal Address
1	Nexford Industrial Holdings Inc.	Corporation	Delaware	DE File No. 5765432	Borrower	RA: c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801; HQ: 1400 Industrial Parkway, Schaumburg, IL 60173
2	Granite Peak NIH Holdings, LLC	Limited Liability Company	Delaware	DE File No. 7234891	Holdings Guarantor	RA: c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
3	Nexford Precision Components, Inc.	Corporation	Delaware	—	Subsidiary Guarantor	2750 Commerce Drive, Rockford, IL 61101
4	Nexford Engineered Systems, LLC	Limited Liability Company	Delaware	—	Subsidiary Guarantor	600 Manufacturers Row, Greenville, SC 29607
5	Nexford Coatings & Surface Technologies, Inc.	Corporation	Delaware	—	Subsidiary Guarantor	9100 Westpark Industrial Boulevard, Houston, TX 77063
6	Nexford Manufacturing Services, LLC	Limited Liability Company	Illinois	—	Subsidiary Guarantor	1400 Industrial Parkway, Schaumburg, IL 60173
7	Nexford Properties, LLC	Limited Liability Company	Delaware	—	Subsidiary Guarantor	RA: c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
8	Nexford International Holdings, Inc.	Corporation	Delaware	—	Subsidiary Guarantor (CFC Holdco)	RA: c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
9	Clearfield Tool & Die, Inc.	Corporation	Pennsylvania	—	Subsidiary Guarantor	175 Clearfield Avenue, Clearfield, PA 16830 (acquired 2021)
10	Summit Industrial Fabrication Co.	Corporation	South Carolina	—	Subsidiary Guarantor	820 Summit Drive, Spartanburg, SC 29303 (acquired 2022)
11	Ridgepoint Specialty Coatings, LLC	Limited Liability Company	Texas	—	Subsidiary Guarantor	9100 Westpark Industrial Boulevard, Houston, TX 77063 (acquired 2023)
12	Lakeshore Precision Engineering, Inc.	Corporation	Michigan	—	Subsidiary Guarantor	3200 Lakeshore Boulevard, Muskegon, MI 49441 (acquired 2024)
No.	Loan Party	Jurisdiction of Organization	Issuing Authority	Certificate Date	Status
1	Nexford Industrial Holdings Inc.	Delaware	Delaware Secretary of State	March 24, 2025	Good Standing Confirmed
2	Granite Peak NIH Holdings, LLC	Delaware	Delaware Secretary of State	March 24, 2025	Good Standing Confirmed
3	Nexford Precision Components, Inc.	Delaware	Delaware Secretary of State	March 24, 2025	Good Standing Confirmed
4	Nexford Engineered Systems, LLC	Delaware	Delaware Secretary of State	March 24, 2025	Good Standing Confirmed
5	Nexford Coatings & Surface Technologies, Inc.	Delaware	Delaware Secretary of State	March 24, 2025	Good Standing Confirmed
6	Nexford Manufacturing Services, LLC	Illinois	Illinois Secretary of State	March 25, 2025	Good Standing Confirmed
7	Nexford Properties, LLC	Delaware	Delaware Secretary of State	March 24, 2025	Good Standing Confirmed
8	Nexford International Holdings, Inc.	Delaware	Delaware Secretary of State	March 24, 2025	Good Standing Confirmed
9	Clearfield Tool & Die, Inc.	Pennsylvania	Pennsylvania Department of State	March 25, 2025	Good Standing Confirmed (Certificate of Subsistence)
10	Summit Industrial Fabrication Co.	South Carolina	South Carolina Secretary of State	March 25, 2025	Good Standing Confirmed (Certificate of Existence)
11	Ridgepoint Specialty Coatings, LLC	Texas	Texas Secretary of State	March 25, 2025	Good Standing Confirmed (Certificate of Fact — Status)

12	Lakeshore Precision Engineering, Inc.	Michigan	Michigan Department of State (LARA)	March 25, 2025	Good Standing Confirmed (Certificate of Good Standing)
No.	Loan Party	Filing Jurisdiction	Search Date	UCC-1 Filings Found	Notes
1	Nexford Industrial Holdings Inc.	Delaware Secretary of State	March 25, 2025	Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A. (Secured Party); blanket lien on all assets	No new or intervening filings since Feb. 18, 2025; Atlas Meridian filings to be terminated at closing via UCC-3
2	Granite Peak NIH Holdings, LLC	Delaware Secretary of State	March 25, 2025	Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A. (pledge of equity interests in Nexford)	No new or intervening filings; to be terminated at closing
3	Nexford Precision Components, Inc.	Delaware Secretary of State	March 25, 2025	Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A.	No intervening filings; to be terminated
4	Nexford Engineered Systems, LLC	Delaware Secretary of State	March 25, 2025	Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A.	No intervening filings; to be terminated
5	Nexford Coatings & Surface Technologies, Inc.	Delaware Secretary of State	March 25, 2025	Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A.	No intervening filings; to be terminated
6	Nexford Manufacturing Services, LLC	Illinois Secretary of State	March 25, 2025	Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A.	No intervening filings; to be terminated
7	Nexford Properties, LLC	Delaware Secretary of State	March 25, 2025	Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A.	No intervening filings; to be terminated
8	Nexford International Holdings, Inc.	Delaware Secretary of State	March 25, 2025	Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A.	No intervening filings; to be terminated
9	Clearfield Tool & Die, Inc.	Pennsylvania Department of State	March 24, 2025	Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A.	No intervening filings; to be terminated
10	Summit Industrial Fabrication Co.	South Carolina Secretary of State	March 24, 2025	Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A.	No intervening filings; to be terminated
11	Ridgepoint Specialty Coatings, LLC	Texas Secretary of State	March 25, 2025	Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A.	No intervening filings; to be terminated
12	Lakeshore Precision Engineering, Inc.	Michigan Department of State	March 25, 2025	Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A.	No intervening filings; to be terminated
Filing Jurisdiction	Loan Parties Covered
Delaware Secretary of State	Nexford Industrial Holdings Inc. (DE File No. 5765432); Granite Peak NIH Holdings, LLC (DE File No. 7234891); Nexford Precision Components, Inc.; Nexford Engineered Systems, LLC; Nexford Coatings & Surface Technologies, Inc.; Nexford Properties, LLC; Nexford International Holdings, Inc.
Illinois Secretary of State	Nexford Manufacturing Services, LLC
Pennsylvania Department of State	Clearfield Tool & Die, Inc.
South Carolina Secretary of State	Summit Industrial Fabrication Co.
Texas Secretary of State	Ridgepoint Specialty Coatings, LLC
Michigan Department of State	Lakeshore Precision Engineering, Inc.

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017
INTERNAL MEMORANDUM
March 27, 2025
TO: Claudia Merritt, Responsible Partner, Banking & Finance Ian Blackwood, Billing Partner, Banking & Finance
FROM: Sophie Tremblay, Working Associate, Banking & Finance
REVIEWED BY: Marcus Leung, Lead Associate, Banking & Finance
RE: Bring-Down Good Standing Certificates and Updated Lien Search Confirmation — Nexford Industrial Holdings Inc. $1,400,000,000 Senior Secured Term Loan B
Matter No.: 1005-00001
Billing Code: IBL-NIH-2025-031
This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the attorneys and personnel of Calderwood & Harkness LLP involved in the above-referenced matter. Any distribution, reproduction, or disclosure of this memorandum to persons outside the firm without prior authorization is strictly prohibited.
I. Purpose and Executive Summary
The purpose of this memorandum is to confirm, in advance of the target closing date of March 28, 2025, that the following conditions precedent to the closing of the Nexford Industrial Holdings Inc. senior secured Term Loan B facility have been satisfied with respect to good standing and lien status:
(i) Bring-down good standing certificates have been obtained for all Loan Parties from the applicable Secretaries of State (or equivalent governmental authorities) in their respective jurisdictions of organization, each dated within the five (5) business day window required under the Credit Agreement; and
(ii) Updated lien searches — including Uniform Commercial Code ("UCC") financing statement searches, federal tax lien searches, and judgment lien searches — have been completed across all relevant filing jurisdictions, confirming that no intervening liens, security interests, judgments, or other encumbrances have been filed against any Loan Party since the initial search date of February 14–18, 2025.
This memorandum has been prepared to support the satisfaction of the conditions precedent set forth in Section 4.01 (Conditions to Closing) of the Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower"), the Guarantors party thereto (together with the Borrower, the "Loan Parties"), the Lenders party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (the "Agent").
Summary Conclusion: All bring-down good standing certificates have been received and are satisfactory. All updated lien searches have been completed, and no adverse findings or intervening liens have been identified, other than the existing UCC-1 financing statement filings in favor of Atlas Meridian Bank, N.A. ("Atlas Meridian"), which relate to the existing first lien term loan and revolving credit facility being refinanced in connection with this transaction and which will be terminated at or promptly following closing. We recommend proceeding to closing on March 28, 2025, as the conditions precedent relating to good standing certificates and lien status confirmation are fully satisfied.
II. Background and Reference Documents
Transaction Overview
The transaction involves a $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B" or the "Facility") to be made available to Nexford Industrial Holdings Inc. pursuant to the Credit Agreement. The proceeds of the Term Loan B will be applied as follows:
(a) Refinancing of Existing Indebtedness. Approximately $879,375,000 will be used to refinance in full the Borrower's existing (i) $875,000,000 first lien term loan facility and (ii) $190,000,000 revolving credit facility, each held by Atlas Meridian Bank, N.A. as administrative agent and collateral agent. As of the anticipated closing date, the estimated payoff amount on the existing term loan is $879,375,000 (inclusive of accrued and unpaid interest and applicable fees). The revolving credit facility is currently undrawn and will be terminated upon the application of the payoff amount and delivery of a notice of termination to Atlas Meridian.
(b) Dividend Recapitalization. Approximately $335,000,000 will be used to fund a dividend recapitalization in favor of Granite Peak NIH Holdings, LLC ("Holdings"), the sole equity holder of the Borrower, and indirectly to the equity sponsors and co-investors holding interests in Holdings.
(c) Transaction Fees and Expenses. Approximately $38,625,000 will be applied to pay transaction fees and expenses, including arrangement fees payable to the lead arrangers, legal fees payable to counsel for the Borrower and counsel for the Agent, and other customary closing costs and expenses.
(d) Cash to Balance Sheet. The remaining approximately $147,000,000 will be retained by the Borrower as cash on the balance sheet for general corporate purposes.
Key Transaction Parties
• Borrower: Nexford Industrial Holdings Inc., a Delaware corporation, with its headquarters and principal place of business located at 1400 Industrial Parkway, Schaumburg, Illinois 60173.
• Holdings Guarantor: Granite Peak NIH Holdings, LLC, a Delaware limited liability company.
• Administrative Agent / Collateral Agent: Crescent Harbor Bank, N.A., 320 Federal Street, Boston, Massachusetts 02110.
• Borrower's Counsel: Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017.
• Agent's Counsel: Whitfield & Gage LLP (Margaret Ashby, lead partner), 1001 Pennsylvania Avenue NW, Washington, D.C. 20004.
• Existing Lender (to be Refinanced): Atlas Meridian Bank, N.A., 500 Liberty Avenue, Pittsburgh, Pennsylvania 15222 (contact: Sandra Vickers, Vice President, Loan Administration).
Reference Documents
The following documents and prior work product have been referenced in the preparation of this memorandum:
1. Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., the Guarantors party thereto, the Lenders party thereto, and Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent (execution version, circulated March 26, 2025).
2. Guarantee and Collateral Agreement dated as of March 28, 2025, among the Loan Parties and Crescent Harbor Bank, N.A. as Collateral Agent (execution version).
3. C&H Memorandum — UCC Search Results Summary (All Filing Jurisdictions), dated February 18, 2025 (the "Initial Lien Search Memorandum"), summarizing the results of the initial UCC, federal tax lien, and judgment lien searches conducted February 14–18, 2025.
4. C&H Memorandum — Intellectual Property Lien Search Results (USPTO and U.S. Copyright Office), dated February 19, 2025 (the "IP Lien Search Memorandum").
5. C&H Memorandum — Litigation and Contingent Liability Review, dated February 26, 2025.
6. Initial good standing certificates compiled and indexed at the commencement of due diligence (February 2025), maintained in the matter files.
7. Lien Release Authorization Letter from Atlas Meridian Bank, N.A., dated March 27, 2025.
8. UCC-3 Termination Statement Instructions and Forms — Atlas Meridian Bank Liens (prepared by C&H, March 2025).
9. UCC-1 Financing Statement forms prepared for filing on behalf of Crescent Harbor Bank, N.A. as Secured Party (prepared by C&H, March 2025).
As noted above, the Credit Agreement requires that good standing certificates for each Loan Party be dated within five (5) business days of the closing date, which for a March 28, 2025 closing means certificates must be dated no earlier than March 21, 2025.
III. Loan Parties — Complete Listing
Set forth below is a complete listing of each Loan Party, together with its entity type, jurisdiction of organization, file number (where applicable), registered agent address, principal business address, and role in the transaction. A total of twelve (12) Loan Parties are party to the Credit Agreement, consisting of one (1) Borrower, one (1) Holdings Guarantor, and ten (10) Subsidiary Guarantors.
Notes on Specific Loan Parties:
• Nexford International Holdings, Inc. serves as a CFC Holdco under the Credit Agreement. Pursuant to the Guarantee and Collateral Agreement, the pledge of equity interests in Nexford International Holdings' direct subsidiary, Nexford Canada Holdings ULC (a British Columbia unlimited liability company), is limited to sixty-five percent (65%) of the voting equity interests and one hundred percent (100%) of the non-voting equity interests of Nexford Canada Holdings ULC.
• Nexford Manufacturing Services, LLC is the sole Loan Party organized under the laws of Illinois. All other Loan Parties organized outside of Delaware are organized in Pennsylvania (Clearfield Tool & Die, Inc.), South Carolina (Summit Industrial Fabrication Co.), Texas (Ridgepoint Specialty Coatings, LLC), and Michigan (Lakeshore Precision Engineering, Inc.).
• Excluded Entities: Nexford Canada Holdings ULC (organized under the laws of British Columbia, Canada) and Nexford Canada Manufacturing, Inc. (organized under the laws of Ontario, Canada) are foreign subsidiaries excluded from the guarantor group and are not Loan Parties under the Credit Agreement. No good standing certificates or lien searches were required for these entities.
IV. Bring-Down Good Standing Certificates
A. Requirement Under the Credit Agreement
Section 4.01(d) of the Credit Agreement requires, as a condition precedent to closing, the delivery of a certificate of good standing (or certificate of existence, certificate of subsistence, certificate of fact — status, or equivalent certificate, as applicable under the laws of the relevant jurisdiction) for each Loan Party, issued by the Secretary of State or equivalent governmental authority of such Loan Party's jurisdiction of organization, dated within five (5) business days of the closing date.
Given that the anticipated closing date is March 28, 2025 (a Friday), and counting back five (5) business days (excluding Saturdays, Sundays, and any federal holidays), the earliest permissible date for bring-down good standing certificates is March 21, 2025 (a Friday). Accordingly, any certificate dated on or after March 21, 2025 and on or before March 28, 2025 will satisfy this condition precedent.
Calderwood & Harkness ordered bring-down good standing certificates for all twelve (12) Loan Parties through our standard registered agent and service of process provider. All certificates were received by the firm no later than March 26, 2025, and have been reviewed for accuracy, completeness, and compliance with the Credit Agreement requirements.
B. Certificates Obtained — Summary Table
The following table sets forth the bring-down good standing certificates obtained for each Loan Party:
As reflected in the table above, all Delaware-organized entities received certificates dated March 24, 2025, from the Delaware Secretary of State's Division of Corporations. The non-Delaware Loan Parties received certificates from their respective state authorities on March 25, 2025. We note that certain jurisdictions issue certificates under varying designations — Pennsylvania issues a "Certificate of Subsistence," South Carolina issues a "Certificate of Existence," and Texas issues a "Certificate of Fact — Status" — each of which is the functional equivalent of a certificate of good standing under the laws of those respective states. All certificates confirm that the entity is duly organized or formed, in good standing (or equivalent status), and authorized to transact business in its jurisdiction of organization.
C. Foreign Qualification Good Standing (Where Applicable)
In addition to the certificates from each Loan Party's jurisdiction of organization, we note the following with respect to foreign qualification good standing:
• Nexford Industrial Holdings Inc. is qualified to do business as a foreign corporation in the State of Illinois, where its principal place of business and headquarters are located. A bring-down certificate of good standing with respect to Nexford's foreign qualification in Illinois was obtained from the Illinois Secretary of State, dated March 25, 2025, confirming that Nexford is authorized to transact business in Illinois and is in good standing with respect to its foreign qualification.
• Nexford Engineered Systems, LLC is qualified to do business as a foreign limited liability company in the State of South Carolina, where its principal operations are conducted. A bring-down certificate of authority / good standing was obtained from the South Carolina Secretary of State, dated March 25, 2025.
• Nexford Coatings & Surface Technologies, Inc. is qualified to do business as a foreign corporation in the State of Texas, where its principal operations are conducted. A bring-down certificate of fact — status for foreign qualification was obtained from the Texas Secretary of State, dated March 25, 2025.
• Nexford Precision Components, Inc. is qualified to do business as a foreign corporation in the State of Illinois. A bring-down certificate of good standing for foreign qualification was obtained from the Illinois Secretary of State, dated March 25, 2025.
The Credit Agreement, as drafted, requires good standing certificates from each Loan Party's jurisdiction of organization. Foreign qualification good standing certificates have been obtained as described above for the principal qualification jurisdictions as a matter of best practice and to confirm the accuracy of the representations and warranties set forth in Section 5.01 of the Credit Agreement regarding due qualification. Additional foreign qualification certificates may be delivered post-closing to the extent identified in the post-closing obligations letter.
D. Conclusion on Good Standing Certificates
All twelve (12) Loan Parties have been confirmed to be in good standing (or equivalent status) in their respective jurisdictions of organization as of dates ranging from March 24, 2025 to March 25, 2025. Each certificate falls within the five (5) business day window preceding the March 28, 2025 closing date, as required by Section 4.01(d) of the Credit Agreement.
Copies of all bring-down good standing certificates have been compiled, reviewed by the undersigned, and indexed on the schedule attached hereto as Exhibit A. All certificates will be included in the closing binder to be assembled following closing. Originals of certain certificates (where obtained in hard copy) will be delivered to the Agent post-closing, in accordance with the post-closing obligations letter to be executed at closing.
The condition precedent relating to the delivery of bring-down good standing certificates is satisfied.
V. Updated Lien Search Results
A. Scope and Methodology
In accordance with customary practice for leveraged finance transactions and to satisfy the conditions precedent under the Credit Agreement, Calderwood & Harkness ordered updated (bring-down) lien searches for each of the twelve (12) Loan Parties. The scope of the bring-down searches was consistent with the initial lien searches conducted in February 2025 and summarized in our Initial Lien Search Memorandum dated February 18, 2025. Specifically, the following categories of searches were conducted:
(1) UCC Financing Statement Searches. Updated UCC searches were ordered in the applicable central filing office of each Loan Party's jurisdiction of organization, as follows:
(a) Delaware Secretary of State — for the seven (7) Delaware-organized Loan Parties: Nexford Industrial Holdings Inc., Granite Peak NIH Holdings, LLC, Nexford Precision Components, Inc., Nexford Engineered Systems, LLC, Nexford Coatings & Surface Technologies, Inc., Nexford Properties, LLC, and Nexford International Holdings, Inc.
(b) Illinois Secretary of State — for the one (1) Illinois-organized Loan Party: Nexford Manufacturing Services, LLC.
(c) Pennsylvania Department of State — for the one (1) Pennsylvania-organized Loan Party: Clearfield Tool & Die, Inc.
(d) South Carolina Secretary of State — for the one (1) South Carolina-organized Loan Party: Summit Industrial Fabrication Co.
(e) Texas Secretary of State — for the one (1) Texas-organized Loan Party: Ridgepoint Specialty Coatings, LLC.
(f) Michigan Department of State — for the one (1) Michigan-organized Loan Party: Lakeshore Precision Engineering, Inc.
(2) Federal Tax Lien Searches. Federal tax lien searches were conducted for each Loan Party at both the state level and in the county or locality of each Loan Party's chief executive office or principal place of business, as applicable. Under applicable law, federal tax liens are filed with the appropriate state or local office (typically the county recorder's office or Secretary of State, depending on the jurisdiction) rather than with a single central filing office. Accordingly, searches were conducted in each relevant county and, where applicable, at the state level.
(3) Judgment Lien Searches. Judgment lien searches were conducted at both the state court level and the federal court level for each Loan Party. State court judgment searches were conducted in the county of each Loan Party's principal place of business or registered office, and federal court judgment searches were conducted in the applicable United States District Court for the district in which each Loan Party maintains its principal place of business.
The initial lien searches were conducted during the period of February 14–18, 2025, and the results were summarized in the Initial Lien Search Memorandum dated February 18, 2025. The bring-down searches were ordered on March 24, 2025, through our standard search service provider, and all results were received by March 26, 2025. The bring-down searches cover the period from the initial search date through the respective bring-down search dates, ensuring complete coverage of any filings made during the interim period.
B. Summary of Updated UCC Lien Search Results — By Entity
The following table summarizes the results of the updated UCC lien searches for each Loan Party:
As reflected in the table above, the only UCC-1 financing statement filings of record against each of the Loan Parties are those naming Atlas Meridian Bank, N.A. as Secured Party, which were filed in connection with the existing credit facilities being refinanced in this transaction. No new or intervening filings have been made against any Loan Party since the initial search date of February 14–18, 2025.
Note Regarding De Minimis Equipment-Related Filings: In connection with the initial lien searches, certain de minimis UCC-1 financing statements were identified against certain Loan Parties relating to equipment leases and purchase money security interests in specific items of equipment. These filings were reviewed and analyzed in detail in the Initial Lien Search Memorandum and were confirmed to fall within the "Permitted Liens" carve-outs under the Credit Agreement, specifically the basket for capital leases and purchase money indebtedness up to an aggregate outstanding amount of $50,000,000 (Section 7.01(i) of the Credit Agreement). No new equipment lease or purchase money filings were identified in the bring-down searches. The existing de minimis filings remain within the Permitted Liens basket and do not constitute a lien search exception that would prevent satisfaction of the closing conditions.
C. Federal Tax Lien Searches
Federal tax lien searches were conducted for each Loan Party in the county and state of its chief executive office or principal place of business, as applicable. The results are summarized below:
• Nexford Industrial Holdings Inc. (EIN: 36-4178552) — Cook County, Illinois (county of principal place of business): No federal tax liens found.
• Granite Peak NIH Holdings, LLC (EIN: 85-3291047) — New Castle County, Delaware (county of registered office): No federal tax liens found.
• Nexford Precision Components, Inc. — Winnebago County, Illinois (county of principal place of business, Rockford, IL): No federal tax liens found.
• Nexford Engineered Systems, LLC — Greenville County, South Carolina (county of principal place of business): No federal tax liens found.
• Nexford Coatings & Surface Technologies, Inc. — Harris County, Texas (county of principal place of business, Houston, TX): No federal tax liens found.
• Nexford Manufacturing Services, LLC — Cook County, Illinois (county of principal place of business, Schaumburg, IL): No federal tax liens found.
• Nexford Properties, LLC — New Castle County, Delaware (county of registered office): No federal tax liens found.
• Nexford International Holdings, Inc. — New Castle County, Delaware (county of registered office): No federal tax liens found.
• Clearfield Tool & Die, Inc. — Clearfield County, Pennsylvania (county of principal place of business): No federal tax liens found.
• Summit Industrial Fabrication Co. — Spartanburg County, South Carolina (county of principal place of business): No federal tax liens found.
• Ridgepoint Specialty Coatings, LLC — Harris County, Texas (county of principal place of business, Houston, TX): No federal tax liens found.
• Lakeshore Precision Engineering, Inc. — Muskegon County, Michigan (county of principal place of business): No federal tax liens found.
Conclusion: No federal tax liens of record were found against any Loan Party in any jurisdiction searched. This result is consistent with the initial lien search results reported in our memorandum dated February 18, 2025, and confirms that no federal tax liens have been filed against any Loan Party during the interim period.
D. Judgment Lien Searches
State and federal court judgment lien searches were conducted for each Loan Party in the applicable jurisdictions. The scope of these searches included:
• State court judgment searches in the county of each Loan Party's principal place of business or registered office;
• Federal court judgment searches in the applicable United States District Court for the district in which each Loan Party maintains its principal place of business or registered office.
Results: No judgments of record were found against any Loan Party in any state or federal court jurisdiction searched. This result is consistent with the representations made in Calderwood & Harkness's Litigation and Contingent Liability Review memorandum dated February 26, 2025, which confirmed that there were no material pending or threatened litigation matters against any Loan Party that would give rise to a judgment lien or other encumbrance on the assets of the Loan Parties.
E. Intellectual Property Lien Searches (Bring-Down)
In addition to the UCC, federal tax lien, and judgment lien searches described above, bring-down searches were conducted at the following federal intellectual property filing offices:
• United States Patent and Trademark Office ("USPTO"): Updated searches of the patent assignment records and trademark assignment records maintained by the USPTO were conducted to identify any new security interest recordings, assignments, or other encumbrances filed against registered patents, patent applications, registered trademarks, and trademark applications owned by the Loan Parties.
• United States Copyright Office: Updated searches of the copyright assignment and document recordation records maintained by the U.S. Copyright Office were conducted to identify any new security interest recordings or other encumbrances against registered copyrights owned by the Loan Parties.
Results: No new security interest recordings, assignments, or other encumbrances have been filed against any registered intellectual property of the Loan Parties at the USPTO or the U.S. Copyright Office since the initial IP lien search date covered by our IP Lien Search Memorandum dated February 19, 2025. The existing security interest recordings in favor of Atlas Meridian Bank, N.A. against certain registered patents, trademarks, and copyrights of the Loan Parties remain of record and will be released and terminated post-closing in connection with the refinancing of the existing credit facilities, as further described in Section VI below.
VI. Atlas Meridian Bank Filings — Termination Plan
All existing UCC-1 financing statements filed in favor of Atlas Meridian Bank, N.A. as Secured Party against each of the Loan Parties will be terminated by UCC-3 Termination Statements to be filed on March 31, 2025 (the first business day following the closing date weekend), in the following filing jurisdictions:
(a) Delaware Secretary of State — covering Nexford Industrial Holdings Inc., Granite Peak NIH Holdings, LLC, Nexford Precision Components, Inc., Nexford Engineered Systems, LLC, Nexford Coatings & Surface Technologies, Inc., Nexford Properties, LLC, and Nexford International Holdings, Inc.;
(b) Illinois Secretary of State — covering Nexford Manufacturing Services, LLC;
(c) Pennsylvania Department of State — covering Clearfield Tool & Die, Inc.;
(d) South Carolina Secretary of State — covering Summit Industrial Fabrication Co.;
(e) Texas Secretary of State — covering Ridgepoint Specialty Coatings, LLC; and
(f) Michigan Department of State — covering Lakeshore Precision Engineering, Inc.
Calderwood & Harkness has pre-prepared all UCC-3 Termination Statement forms necessary to effect the termination of each Atlas Meridian UCC-1 filing. The forms, together with detailed filing instructions for each jurisdiction, have been compiled in the document package entitled "UCC-3 Termination Statement Instructions and Forms — Atlas Meridian Bank Liens," which is maintained in the matter files and has been provided to the transaction team for review.
Atlas Meridian Bank, N.A. has provided a Lien Release Authorization Letter dated March 27, 2025, prepared by Calderwood & Harkness and reviewed and countersigned by Sandra Vickers, Vice President, Loan Administration, at Atlas Meridian Bank, N.A., 500 Liberty Avenue, Pittsburgh, Pennsylvania 15222. The Lien Release Authorization Letter authorizes the release and termination of all liens, security interests, and encumbrances held by Atlas Meridian Bank, N.A. against the assets and equity interests of each Loan Party, effective upon the receipt by Atlas Meridian of the payoff amount of $879,375,000 at closing. A copy of the Lien Release Authorization Letter is attached hereto as Exhibit D.
In addition to the UCC-3 Termination Statements, Calderwood & Harkness will file or cause to be filed the necessary releases and terminations of the existing Atlas Meridian security interest recordings at the USPTO and U.S. Copyright Office, as applicable, in the ordinary course following closing.
Concurrently with the termination of the Atlas Meridian liens, new UCC-1 financing statements naming Crescent Harbor Bank, N.A. as Secured Party / Collateral Agent will be filed on March 28, 2025 (the closing date) in each of the jurisdictions listed above, as further described in Section VII below.
VII. New UCC-1 Filings — Confirmation of Readiness
Calderwood & Harkness has prepared UCC-1 Financing Statements for filing on the closing date of March 28, 2025, in connection with the perfection of the security interests granted by each Loan Party under the Guarantee and Collateral Agreement. The new UCC-1 filings will cover the following Loan Parties in the following filing jurisdictions:
Each UCC-1 Financing Statement names Crescent Harbor Bank, N.A. as Secured Party in its capacity as Collateral Agent under the Credit Agreement and the Guarantee and Collateral Agreement. The collateral description in each UCC-1 covers all assets of the applicable Loan Party (or, in the case of Granite Peak NIH Holdings, LLC, the equity interests in Nexford Industrial Holdings Inc., and in the case of Nexford International Holdings, Inc. as CFC Holdco, sixty-five percent (65%) of the voting equity interests and one hundred percent (100%) of the non-voting equity interests in Nexford Canada Holdings ULC), consistent with the grant of security interests set forth in the Guarantee and Collateral Agreement.
Filing instructions have been prepared and provided to our filing service provider, with instructions to submit the UCC-1 Financing Statements for filing upon receipt of confirmation from the transaction team that funding has occurred and closing is complete. We anticipate that all filings will be submitted electronically on the closing date and that file-stamped copies will be available within one to three business days following filing, depending on the processing times of the applicable filing offices.
VIII. Conclusion and Recommendation
Based on the foregoing review, Calderwood & Harkness confirms the following:
1. Good Standing Certificates. All bring-down good standing certificates (or equivalent certificates, as applicable) have been obtained for each of the twelve (12) Loan Parties from the Secretary of State or equivalent governmental authority of each Loan Party's jurisdiction of organization. All certificates are dated between March 24 and March 25, 2025, within the five (5) business day window required by Section 4.01(d) of the Credit Agreement. Each Loan Party has been confirmed to be duly organized or formed, validly existing, and in good standing (or equivalent status) in its jurisdiction of organization.
2. UCC Lien Searches. Updated UCC lien searches have been completed across all six (6) relevant filing jurisdictions (Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan). No intervening liens, security interests, or encumbrances have been filed against any Loan Party since the initial search date of February 14–18, 2025, other than the existing UCC-1 financing statements in favor of Atlas Meridian Bank, N.A., which relate to the credit facilities being refinanced and which will be terminated at or promptly following closing.
3. Federal Tax Liens. No federal tax liens of record have been found against any Loan Party in any jurisdiction searched.
4. Judgment Liens. No judgments of record have been found against any Loan Party in any state or federal court jurisdiction searched.
5. intellectual Property Liens. No adverse intellectual property lien filings have been identified at the USPTO or U.S. Copyright Office since the initial IP lien search date.
6. Termination of Atlas Meridian Liens. Atlas Meridian Bank, N.A. has provided a Lien Release Authorization Letter dated March 27, 2025, authorizing the release and termination of all liens upon receipt of the payoff amount at closing. UCC-3 Termination Statements have been pre-prepared and will be filed on March 31, 2025.
7. New Crescent Harbor Filings. UCC-1 Financing Statements naming Crescent Harbor Bank, N.A. as Secured Party have been prepared and will be filed in all applicable jurisdictions on the closing date.
Accordingly, the conditions precedent under the Credit Agreement relating to good standing certificates and lien status are satisfied, and we recommend proceeding to closing on March 28, 2025, as scheduled.
Copies of all certificates and search reports referenced herein are on file in the matter files (Matter No. 1005-00001) and will be included in the closing binder to be assembled and distributed following closing.
Please do not hesitate to contact the undersigned or Marcus Leung with any questions regarding this memorandum or any of the matters discussed herein.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Sophie Tremblay Associate, Banking & Finance
Reviewed by: ________ Marcus Leung Lead Associate, Banking & Finance
IX. Attachments / Exhibits
The following exhibits are attached to this memorandum or maintained on file as indicated:
Exhibit A: Schedule of Bring-Down Good Standing Certificates
Listing each Loan Party, jurisdiction of organization, issuing authority, certificate date, and certificate reference number. All certificates are compiled and indexed for inclusion in the closing binder.
Exhibit B: Schedule of Updated UCC Search Results
Listing each Loan Party, filing jurisdiction, search date, filings identified (including filing numbers, filing dates, and secured party names), and disposition (i.e., to be terminated at closing, Permitted Lien, or other notation). This schedule covers all bring-down UCC searches conducted March 24–26, 2025.
Exhibit C: Schedule of Federal Tax Lien and Judgment Lien Search Results
Listing each Loan Party, the county and state in which federal tax lien searches were conducted, the courts in which judgment lien searches were conducted, the search dates, and the results (no liens or judgments found for any Loan Party).
Exhibit D: Copy of Lien Release Authorization Letter from Atlas Meridian Bank, N.A. dated March 27, 2025
Executed letter from Sandra Vickers, Vice President, Loan Administration, Atlas Meridian Bank, N.A., authorizing the release and termination of all liens, security interests, and encumbrances upon receipt of the payoff amount of $879,375,000. Original maintained in the matter files.
Note: Original good standing certificates, search reports, and all supporting documentation referenced in this memorandum and the attached exhibits are maintained in the closing binder and the firm's matter files under Matter No. 1005-00001 (Billing Code: IBL-NIH-2025-031). All documents are available for review upon request.
— End of Memorandum —
No. | Loan Party | Entity Type | Jurisdiction of Organization | File No. | Role | Registered Agent / Principal Address
1 | Nexford Industrial Holdings Inc. | Corporation | Delaware | DE File No. 5765432 | Borrower | RA: c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801; HQ: 1400 Industrial Parkway, Schaumburg, IL 60173
2 | Granite Peak NIH Holdings, LLC | Limited Liability Company | Delaware | DE File No. 7234891 | Holdings Guarantor | RA: c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
3 | Nexford Precision Components, Inc. | Corporation | Delaware | — | Subsidiary Guarantor | 2750 Commerce Drive, Rockford, IL 61101
4 | Nexford Engineered Systems, LLC | Limited Liability Company | Delaware | — | Subsidiary Guarantor | 600 Manufacturers Row, Greenville, SC 29607
5 | Nexford Coatings & Surface Technologies, Inc. | Corporation | Delaware | — | Subsidiary Guarantor | 9100 Westpark Industrial Boulevard, Houston, TX 77063
6 | Nexford Manufacturing Services, LLC | Limited Liability Company | Illinois | — | Subsidiary Guarantor | 1400 Industrial Parkway, Schaumburg, IL 60173
7 | Nexford Properties, LLC | Limited Liability Company | Delaware | — | Subsidiary Guarantor | RA: c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
8 | Nexford International Holdings, Inc. | Corporation | Delaware | — | Subsidiary Guarantor (CFC Holdco) | RA: c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
9 | Clearfield Tool & Die, Inc. | Corporation | Pennsylvania | — | Subsidiary Guarantor | 175 Clearfield Avenue, Clearfield, PA 16830 (acquired 2021)
10 | Summit Industrial Fabrication Co. | Corporation | South Carolina | — | Subsidiary Guarantor | 820 Summit Drive, Spartanburg, SC 29303 (acquired 2022)
11 | Ridgepoint Specialty Coatings, LLC | Limited Liability Company | Texas | — | Subsidiary Guarantor | 9100 Westpark Industrial Boulevard, Houston, TX 77063 (acquired 2023)
12 | Lakeshore Precision Engineering, Inc. | Corporation | Michigan | — | Subsidiary Guarantor | 3200 Lakeshore Boulevard, Muskegon, MI 49441 (acquired 2024)
No. | Loan Party | Jurisdiction of Organization | Issuing Authority | Certificate Date | Status
1 | Nexford Industrial Holdings Inc. | Delaware | Delaware Secretary of State | March 24, 2025 | Good Standing Confirmed
2 | Granite Peak NIH Holdings, LLC | Delaware | Delaware Secretary of State | March 24, 2025 | Good Standing Confirmed
3 | Nexford Precision Components, Inc. | Delaware | Delaware Secretary of State | March 24, 2025 | Good Standing Confirmed
4 | Nexford Engineered Systems, LLC | Delaware | Delaware Secretary of State | March 24, 2025 | Good Standing Confirmed
5 | Nexford Coatings & Surface Technologies, Inc. | Delaware | Delaware Secretary of State | March 24, 2025 | Good Standing Confirmed
6 | Nexford Manufacturing Services, LLC | Illinois | Illinois Secretary of State | March 25, 2025 | Good Standing Confirmed
7 | Nexford Properties, LLC | Delaware | Delaware Secretary of State | March 24, 2025 | Good Standing Confirmed
8 | Nexford International Holdings, Inc. | Delaware | Delaware Secretary of State | March 24, 2025 | Good Standing Confirmed
9 | Clearfield Tool & Die, Inc. | Pennsylvania | Pennsylvania Department of State | March 25, 2025 | Good Standing Confirmed (Certificate of Subsistence)
10 | Summit Industrial Fabrication Co. | South Carolina | South Carolina Secretary of State | March 25, 2025 | Good Standing Confirmed (Certificate of Existence)
11 | Ridgepoint Specialty Coatings, LLC | Texas | Texas Secretary of State | March 25, 2025 | Good Standing Confirmed (Certificate of Fact — Status)
12 | Lakeshore Precision Engineering, Inc. | Michigan | Michigan Department of State (LARA) | March 25, 2025 | Good Standing Confirmed (Certificate of Good Standing)
No. | Loan Party | Filing Jurisdiction | Search Date | UCC-1 Filings Found | Notes
1 | Nexford Industrial Holdings Inc. | Delaware Secretary of State | March 25, 2025 | Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A. (Secured Party); blanket lien on all assets | No new or intervening filings since Feb. 18, 2025; Atlas Meridian filings to be terminated at closing via UCC-3
2 | Granite Peak NIH Holdings, LLC | Delaware Secretary of State | March 25, 2025 | Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A. (pledge of equity interests in Nexford) | No new or intervening filings; to be terminated at closing
3 | Nexford Precision Components, Inc. | Delaware Secretary of State | March 25, 2025 | Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A. | No intervening filings; to be terminated
4 | Nexford Engineered Systems, LLC | Delaware Secretary of State | March 25, 2025 | Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A. | No intervening filings; to be terminated
5 | Nexford Coatings & Surface Technologies, Inc. | Delaware Secretary of State | March 25, 2025 | Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A. | No intervening filings; to be terminated
6 | Nexford Manufacturing Services, LLC | Illinois Secretary of State | March 25, 2025 | Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A. | No intervening filings; to be terminated
7 | Nexford Properties, LLC | Delaware Secretary of State | March 25, 2025 | Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A. | No intervening filings; to be terminated
8 | Nexford International Holdings, Inc. | Delaware Secretary of State | March 25, 2025 | Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A. | No intervening filings; to be terminated
9 | Clearfield Tool & Die, Inc. | Pennsylvania Department of State | March 24, 2025 | Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A. | No intervening filings; to be terminated
10 | Summit Industrial Fabrication Co. | South Carolina Secretary of State | March 24, 2025 | Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A. | No intervening filings; to be terminated
11 | Ridgepoint Specialty Coatings, LLC | Texas Secretary of State | March 25, 2025 | Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A. | No intervening filings; to be terminated
12 | Lakeshore Precision Engineering, Inc. | Michigan Department of State | March 25, 2025 | Existing UCC-1 filing(s) — Atlas Meridian Bank, N.A. | No intervening filings; to be terminated
Filing Jurisdiction | Loan Parties Covered
Delaware Secretary of State | Nexford Industrial Holdings Inc. (DE File No. 5765432); Granite Peak NIH Holdings, LLC (DE File No. 7234891); Nexford Precision Components, Inc.; Nexford Engineered Systems, LLC; Nexford Coatings & Surface Technologies, Inc.; Nexford Properties, LLC; Nexford International Holdings, Inc.
Illinois Secretary of State | Nexford Manufacturing Services, LLC
Pennsylvania Department of State | Clearfield Tool & Die, Inc.
South Carolina Secretary of State | Summit Industrial Fabrication Co.
Texas Secretary of State | Ridgepoint Specialty Coatings, LLC
Michigan Department of State | Lakeshore Precision Engineering, Inc.

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

INTERNAL MEMORANDUM

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts