1005-00001 · Nexford Industrial Holdings · Closing

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DRAFT — SUBJECT TO REVISION

CLOSING AGENDA

$1,400,000,000 SENIOR SECURED TERM LOAN B

NEXFORD INDUSTRIAL HOLDINGS INC.

Dated: March 20, 2025

Prepared by:

Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017

Matter No.: 1005-00001

Target Closing Date: March 28, 2025

TRANSACTION SUMMARY AND PARTIES

Transaction: $1,400,000,000 senior secured Term Loan B facility, the proceeds of which will be used to refinance existing credit facilities and to fund a dividend recapitalization.

Borrower: Nexford Industrial Holdings Inc., a Delaware corporation ("Borrower" or "Nexford").

Holdings Guarantor: Granite Peak NIH Holdings, LLC, a Delaware limited liability company ("Holdings").

Sponsor: Granite Peak Capital Partners, LP (the "Sponsor").

Administrative Agent and Collateral Agent: Crescent Harbor Bank, N.A. (in such capacities, the "Administrative Agent" and the "Collateral Agent," respectively, and collectively, the "Agent").

Lead Left Arranger and Bookrunner: Crescent Harbor Bank, N.A.

Joint Lead Arrangers: Ironwood Capital Markets, LLC; Northvane Securities, Inc.

Borrower's Counsel: Calderwood & Harkness LLP (Claudia Merritt / Marcus Leung) ("C&H").

Arranger's / Agent's Counsel: Whitfield & Gage LLP (Margaret Ashby / Jonathan Ferris) ("W&G").

Sponsor's Counsel: Kellner Brandt & Associates LLP (Patricia Voss) ("KB&A").

Illinois Local Counsel: Hargrove & Whitmore LLP (Robert Kimura) ("H&W").

Delaware Local Counsel: Briarcliff Legal Group PA (Catherine Ellsworth) ("Briarcliff").

Governing Law: State of New York.

Note: All references to item numbers in this Closing Agenda are for organizational purposes only and do not reflect any priority or order of execution. Documents marked with an asterisk (*) are post-closing deliverables to be delivered within the time periods specified in the Credit Agreement. The "Status" column is to be completed as documents are finalized, executed, and delivered. Unless otherwise indicated, all documents listed herein are dated as of March 28, 2025 (the "Closing Date"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Credit Agreement.

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I. CREDIT AGREEMENT

II. GUARANTEE AGREEMENT

The following entities shall execute the Guarantee Agreement as Guarantors:

(a) Granite Peak NIH Holdings, LLC (Holdings Guarantor)

(b) Nexford Precision Components, Inc.

(d) Nexford Coatings & Surface Technologies, Inc.

(e) Nexford Manufacturing Services, LLC

(f) Nexford Properties, LLC

(g) Nexford International Holdings, Inc.

(h) Clearfield Tool & Die, Inc.

(i) Summit Industrial Fabrication Co.

(j) Ridgepoint Specialty Coatings, LLC

(k) Lakeshore Precision Engineering, Inc.

Eleven (11) Subsidiary Guarantors plus the Holdings Guarantor equals twelve (12) total Guarantors executing the Guarantee Agreement.

III. SECURITY AND PLEDGE DOCUMENTS

IV. INTERCREDITOR AGREEMENT

V. UCC FINANCING STATEMENTS

The following UCC-1 Financing Statements are to be filed on or promptly after the Closing Date with the applicable filing offices. Calderwood & Harkness LLP will coordinate all filings through a third-party filing agent. Each UCC-1 Financing Statement names Crescent Harbor Bank, N.A. as Secured Party and covers all assets of the applicable Debtor as described in the Security Agreement.

VI. CLOSING CERTIFICATES AND OFFICER'S CERTIFICATES

VII. RESOLUTIONS AND ORGANIZATIONAL DOCUMENTS

VIII. LEGAL OPINIONS

IX. PAYOFF AND LIEN RELEASE DOCUMENTS (EXISTING ATLAS MERIDIAN FACILITIES)

X. FUNDS FLOW

Sources:

Uses:

The Funds Flow Memorandum is to be reviewed, approved, and signed by authorized representatives of the Borrower, the Administrative Agent, Borrower's Counsel, and Agent's Counsel.

XI. MISCELLANEOUS CLOSING DELIVERABLES

XII. POST-CLOSING DELIVERABLES

The following documents are post-closing deliverables to be delivered within the time periods specified below and as set forth in Section 5.14 of the Credit Agreement. Each item is marked with an asterisk (*) to denote its post-closing status.

XIII. SIGNATURE PAGES

DISTRIBUTION

This Closing Agenda has been distributed to the following persons:

Calderwood & Harkness LLP (Borrower's Counsel)

Claudia Merritt, Partner Ian Blackwood, Partner Marcus Leung, Senior Associate Sophie Tremblay, Associate

Whitfield & Gage LLP (Arranger's / Agent's Counsel)

Margaret Ashby, Partner Jonathan Ferris, Senior Associate

Kellner Brandt & Associates LLP (Sponsor's Counsel)

Patricia Voss, Partner

Nexford Industrial Holdings Inc. (Borrower)

David Engstrom, General Counsel & Corporate Secretary Michelle Kaplan, Chief Financial Officer Priya Mehta, Vice President — Corporate Development & Treasury

Granite Peak Capital Partners, LP (Sponsor)

Ryan Ostrowski, Managing Director

Crescent Harbor Bank, N.A. (Administrative Agent / Collateral Agent / Lead Left Arranger)

Elaine Prescott, Managing Director — Leveraged Finance Thomas Nakamura, Vice President — Loan Operations

Hargrove & Whitmore LLP (Illinois Local Counsel)

Robert Kimura, Partner

Briarcliff Legal Group PA (Delaware Local Counsel)

Catherine Ellsworth, Partner

DRAFT — FOR DISCUSSION PURPOSES ONLY

This closing agenda is preliminary and subject to revision. All documents listed herein remain subject to ongoing negotiation, finalization, and execution by the applicable parties. The inclusion of any document in this closing agenda does not constitute a commitment by any party to execute or deliver such document, and no party shall have any obligation with respect to the transactions described herein unless and until definitive documentation has been executed and delivered and all conditions precedent to closing have been satisfied or waived in accordance with the terms thereof.

CONFIDENTIAL — This document and the information contained herein are confidential and are intended solely for the use of the parties and their respective counsel identified on the distribution list above. Any unauthorized use, disclosure, or distribution of this document is strictly prohibited.

Item No.	Document Description	Responsible Party	Status
1.	Credit Agreement, dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders from time to time party thereto (the "Credit Agreement"). The Credit Agreement provides for a $1,400,000,000 senior secured Term Loan B facility bearing interest at Term SOFR plus 400 basis points per annum, with a Term SOFR floor of 0.75%. The Term Loan B has a stated maturity date of March 28, 2032 and is subject to scheduled amortization of 1.00% per annum of the original principal amount, payable in equal quarterly installments of $3,500,000, with the balance due at maturity. The Credit Agreement is governed by the laws of the State of New York.	W&G / C&H
2.	Schedules to Credit Agreement, including:	C&H / Borrower

— Schedule 1.01(a): Schedule of Guarantors

— Schedule 2.01: Schedule of Commitments, listing the following Lenders and their respective commitment amounts:

(i) Crescent Harbor Bank, N.A. — $175,000,000 (target final hold)

(ii) Ironwood Capital Markets, LLC — $200,000,000

(iii) Northvane Securities, Inc. — $150,000,000

(iv) Ridgeline Asset Management — $125,000,000

(v) Halcyon Credit Partners — $100,000,000

(vi) Verdant Institutional Investors — $100,000,000

(vii) Cascadia Loan Fund III — $75,000,000

(viii) Bluewater Fixed Income Fund — $75,000,000

(ix) Remaining general syndication lenders — approximately $400,000,000

— Schedule 6.01: Schedule of Existing Liens

— Schedule 6.02: Schedule of Existing Indebtedness

— Schedule 3.06: Schedule of Subsidiaries

— Schedule 3.14: Schedule of Material Contracts

— Schedule 3.08: Schedule of Litigation

— Schedule 5.07: Schedule of Insurance

— Schedule 3.15: Schedule of intellectual Property

— Schedule 3.16: Schedule of Real Property

— Perfection Certificate

— Exhibit A: Form of Compliance Certificate

— Exhibit B: Form of Assignment and Assumption

— Exhibit C: Form of Borrowing Request

— Exhibit D: Form of Prepayment Notice

— Exhibit E: Form of Note

Item No.	Document Description	Responsible Party	Status
4.	Guarantee Agreement, dated as of March 28, 2025, among the Guarantors (as listed below) and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (the "Guarantee Agreement"). The Guarantee Agreement provides for an unconditional guaranty by each Guarantor of the prompt and complete payment and performance of all Obligations of the Borrower arising under the Credit Agreement and the other Loan Documents.	C&H
Item No.	Document Description	Responsible Party	Status
5.	Security Agreement (Personal Property), dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent (the "Security Agreement"). The Security Agreement grants to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all personal property assets of the Borrower and each Guarantor, including, without limitation, all accounts receivable, inventory, equipment, intellectual property, deposit accounts, securities accounts, general intangibles, chattel paper, instruments, investment property, letter-of-credit rights, commercial tort claims (as identified on the schedules thereto), and all proceeds and products of the foregoing.	C&H
6.	Holdings Pledge Agreement, dated as of March 28, 2025, made by Granite Peak NIH Holdings, LLC in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. Pursuant to this agreement, Granite Peak NIH Holdings, LLC pledges 100% of the issued and outstanding equity interests in Nexford Industrial Holdings Inc. to secure the Obligations under the Loan Documents.	C&H
7.	Borrower Pledge Agreement, dated as of March 28, 2025, made by Nexford Industrial Holdings Inc. in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. Pursuant to this agreement, the Borrower pledges 100% of the issued and outstanding equity interests in each of its direct domestic subsidiaries to secure the Obligations under the Loan Documents.	C&H
8.	Subsidiary Pledge Agreements (10 agreements), each dated as of March 28, 2025, made by each of the following Subsidiary Guarantors in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pledging the equity interests held by each such Subsidiary Guarantor in its respective lower-tier subsidiaries:	C&H

(i) Nexford Precision Components, Inc. ("NPC")

(ii) Nexford Engineered Systems, LLC ("NES")

(iii) Nexford Coatings & Surface Technologies, Inc. ("NCST")

(iv) Nexford Manufacturing Services, LLC ("NMS")

(v) Nexford Properties, LLC ("NP LLC")

(vi) Nexford International Holdings, Inc. ("NIH Intl")

(vii) Clearfield Tool & Die, Inc. ("Clearfield")

(viii) Summit Industrial Fabrication Co. ("Summit")

(ix) Ridgepoint Specialty Coatings, LLC ("Ridgepoint")

(x) Lakeshore Precision Engineering, Inc. ("Lakeshore")

9.	CFC Holdco Limited Pledge Agreement, dated as of March 28, 2025, made by Nexford International Holdings, Inc. in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. Pursuant to this agreement, Nexford International Holdings, Inc. pledges (a) 65% of the voting equity interests and (b) 100% of the non-voting equity interests in Nexford Canada Holdings ULC, a controlled foreign corporation holding company, to secure the Obligations under the Loan Documents.	C&H
10.	intellectual Property Security Agreement, dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (the "IP Security Agreement"). The IP Security Agreement grants to the Collateral Agent a first-priority security interest in all patents, patent applications, trademarks, trademark applications, service marks, copyrights, copyright registrations, and all related intellectual property rights of the Borrower and the Guarantors, together with all goodwill associated therewith, all rights to sue for past, present, and future infringements thereof, and all proceeds of the foregoing. Appropriate short-form IP security agreements to be recorded with the United States Patent and Trademark Office and the United States Copyright Office, as applicable.	C&H
11.	Deposit Account Control Agreements, each dated as of March 28, 2025, among the applicable Loan Party, the applicable depository bank, and Crescent Harbor Bank, N.A., as Collateral Agent, covering the following deposit accounts:	C&H

(a) Deposit accounts maintained at Crescent Harbor Bank, N.A. (as depository bank and Collateral Agent)

(b) Operating account at Redstone National Bank, account no. ending in -4471

(d) Operating account at Redstone National Bank, account no. ending in -6633

Each Deposit Account Control Agreement grants Crescent Harbor Bank, N.A., as Collateral Agent, "control" (within the meaning of Section 9-104 of the Uniform Commercial Code) over the applicable deposit account.

12.	Securities Account Control Agreements, each dated as of March 28, 2025, among the applicable Loan Party, the applicable securities intermediary, and Crescent Harbor Bank, N.A., as Collateral Agent, granting the Collateral Agent "control" (within the meaning of Section 8-106 of the Uniform Commercial Code) over the Loan Parties' securities accounts.	C&H
13.	Intercompany Note, dated as of March 28, 2025, made by Nexford Industrial Holdings Inc. and its subsidiaries, evidencing intercompany loans from Nexford to its subsidiaries. The Intercompany Note shall be endorsed in blank and pledged to Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to the terms of the Security Agreement.	C&H
Item No.	Document Description	Responsible Party	Status
14.	First Lien/Unsecured Intercreditor Agreement, dated as of March 28, 2025, among Crescent Harbor Bank, N.A., in its capacity as First Lien Collateral Agent under the Credit Agreement, Pinnacle Trust Company, in its capacity as Trustee under the Indenture dated as of November 1, 2021 governing the 7.250% Senior Unsecured Notes due 2028 ($250,000,000 aggregate principal amount currently outstanding) (the "Unsecured Notes Trustee"), and Nexford Industrial Holdings Inc. The First Lien/Unsecured Intercreditor Agreement establishes, among other things, the priority of first lien secured claims over unsecured claims with respect to Collateral and the proceeds thereof, enforcement standstills applicable to the Unsecured Notes Trustee and the holders of the Senior Unsecured Notes, the proceeds waterfall in connection with any enforcement of remedies or realization upon Collateral, certain waivers and consents related to the DIP financing and adequate protection in the event of any insolvency proceeding, and related matters. The First Lien/Unsecured Intercreditor Agreement is governed by the laws of the State of New York.	W&G / C&H
Item No.	Document Description	Responsible Party	Status
15.	UCC-1 Financing Statement — Filed with the Delaware Secretary of State — Debtor: Nexford Industrial Holdings Inc. (anticipated DE File No. 5765432); Secured Party: Crescent Harbor Bank, N.A.	C&H
16.	UCC-1 Financing Statement — Filed with the Delaware Secretary of State — Debtor: Granite Peak NIH Holdings, LLC (anticipated DE File No. 7234891); Secured Party: Crescent Harbor Bank, N.A.	C&H
17.	UCC-1 Financing Statement — Filed with the Delaware Secretary of State — Debtor: Nexford Precision Components, Inc.; Secured Party: Crescent Harbor Bank, N.A.	C&H
18.	UCC-1 Financing Statement — Filed with the Delaware Secretary of State — Debtor: Nexford Engineered Systems, LLC; Secured Party: Crescent Harbor Bank, N.A.	C&H
19.	UCC-1 Financing Statement — Filed with the Delaware Secretary of State — Debtor: Nexford Coatings & Surface Technologies, Inc.; Secured Party: Crescent Harbor Bank, N.A.	C&H
20.	UCC-1 Financing Statement — Filed with the Illinois Secretary of State — Debtor: Nexford Manufacturing Services, LLC; Secured Party: Crescent Harbor Bank, N.A.	C&H
21.	UCC-1 Financing Statement — Filed with the Delaware Secretary of State — Debtor: Nexford Properties, LLC; Secured Party: Crescent Harbor Bank, N.A.	C&H
22.	UCC-1 Financing Statement — Filed with the Delaware Secretary of State — Debtor: Nexford International Holdings, Inc.; Secured Party: Crescent Harbor Bank, N.A.	C&H
23.	UCC-1 Financing Statement — Filed with the Pennsylvania Department of State — Debtor: Clearfield Tool & Die, Inc.; Secured Party: Crescent Harbor Bank, N.A.	C&H
24.	UCC-1 Financing Statement — Filed with the South Carolina Secretary of State — Debtor: Summit Industrial Fabrication Co.; Secured Party: Crescent Harbor Bank, N.A.	C&H
25.	UCC-1 Financing Statement — Filed with the Texas Secretary of State — Debtor: Ridgepoint Specialty Coatings, LLC; Secured Party: Crescent Harbor Bank, N.A.	C&H
26.	UCC-1 Financing Statement — Filed with the Michigan Department of State — Debtor: Lakeshore Precision Engineering, Inc.; Secured Party: Crescent Harbor Bank, N.A.	C&H
Item No.	Document Description	Responsible Party	Status
27.	Closing Certificate of the Borrower (Nexford Industrial Holdings Inc.) — A certificate delivered by the Borrower pursuant to Section 4.02 of the Credit Agreement, certifying (a) the satisfaction of all conditions precedent to the initial borrowing set forth in Section 4.01 and Section 4.02 of the Credit Agreement, (b) the accuracy of all representations and warranties set forth in Article III of the Credit Agreement in all material respects (or, with respect to representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the Closing Date (except to the extent that such representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date), (c) the absence of any Default or Event of Default on the Closing Date or after giving effect to the initial borrowing, (d) the absence of any Material Adverse Effect since December 31, 2024, and (e) compliance with all financial covenants set forth in Section 7.11 of the Credit Agreement, in each case on a pro forma basis after giving effect to the transactions contemplated to occur on the Closing Date.	C&H / Borrower
28.	Officer's Certificate of the Borrower — signed by Michelle Kaplan, Chief Financial Officer of Nexford Industrial Holdings Inc., certifying that (a) all representations and warranties of the Borrower and each Guarantor set forth in the Credit Agreement and each other Loan Document are true and correct in all material respects as of the Closing Date, and (b) no Event of Default or Default has occurred and is continuing as of the Closing Date or will result from the consummation of the transactions contemplated to occur on the Closing Date.	C&H / Borrower
29.	Secretary's Certificate of the Borrower (Nexford Industrial Holdings Inc.) — signed by David Engstrom, General Counsel and Corporate Secretary of Nexford Industrial Holdings Inc., certifying (a) the incumbency and specimen signatures of each authorized signatory of the Borrower executing the Loan Documents, (b) attaching true, correct, and complete copies of the board resolutions of the Borrower adopted on January 13, 2025, authorizing the transactions contemplated by the Credit Agreement and the other Loan Documents, and (c) attaching certified copies of the Borrower's certificate of incorporation (as amended) and bylaws (as amended), each as in effect on the Closing Date.	C&H / Borrower
30.	Secretary's / Authorized Person's Certificate of Granite Peak NIH Holdings, LLC — certifying (a) the incumbency and specimen signatures of each authorized signatory, (b) attaching true, correct, and complete copies of the manager/member resolutions of Granite Peak NIH Holdings, LLC adopted on January 13, 2025, authorizing the execution and delivery of the Guarantee Agreement, the Pledge Agreement, and the other Loan Documents to which Granite Peak NIH Holdings, LLC is a party, and the performance of the obligations thereunder, and (c) attaching certified copies of the certificate of formation and limited liability company agreement of Granite Peak NIH Holdings, LLC, each as in effect on the Closing Date.	C&H / Sponsor Counsel
31.	Secretary's / Authorized Person's Certificates of Each Subsidiary Guarantor (11 certificates — one for each Subsidiary Guarantor), each certifying (a) the incumbency and specimen signatures of each authorized signatory, (b) attaching true, correct, and complete copies of the applicable resolutions authorizing the execution and delivery of the Guarantee Agreement, Security Agreement, applicable Pledge Agreements, and all other Loan Documents to which such Subsidiary Guarantor is a party, and the performance of the obligations thereunder, and (c) attaching certified copies of the organizational documents of such Subsidiary Guarantor, each as in effect on the Closing Date. The following entities shall deliver certificates:	C&H / Borrower

(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.

(vii) Clearfield Tool & Die, Inc.

(viii) Summit Industrial Fabrication Co.

(ix) Ridgepoint Specialty Coatings, LLC

(x) Lakeshore Precision Engineering, Inc.

(xi) Nexford Manufacturing Services, LLC

32.	Solvency Certificate — signed by Michelle Kaplan, Chief Financial Officer of Nexford Industrial Holdings Inc., certifying that, after giving effect to the transactions contemplated to occur on the Closing Date (including the incurrence of the $1,400,000,000 Term Loan B, the repayment of the existing Atlas Meridian credit facilities, and the payment of the dividend to Granite Peak NIH Holdings, LLC), Nexford Industrial Holdings Inc. and its subsidiaries, on a consolidated basis, are Solvent, specifically that: (a) the fair value of the assets of Nexford and its subsidiaries, on a consolidated basis, exceeds their debts and liabilities (subordinated, contingent, or otherwise); (b) the present fair salable value of the property of Nexford and its subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability of their debts and other liabilities (subordinated, contingent, or otherwise) as such debts and liabilities become absolute and matured; (c) Nexford and its subsidiaries, on a consolidated basis, are able to pay their debts and liabilities (subordinated, contingent, or otherwise) as they become absolute and matured; and (d) Nexford and its subsidiaries, on a consolidated basis, do not have unreasonably small capital with which to conduct their business.	C&H / Borrower
33.	Borrower's Certificate — Pro Forma Compliance (Leverage Ratios) — signed by Michelle Kaplan, Chief Financial Officer of Nexford Industrial Holdings Inc., certifying pro forma compliance with the financial covenants set forth in Section 7.11 of the Credit Agreement after giving effect to the transactions contemplated to occur on the Closing Date. The certificate shall set forth in reasonable detail the calculations demonstrating:	C&H / Borrower

(a) Pro Forma First Lien Net Leverage Ratio: approximately 3.38x, calculated as follows: ($1,400,000,000 first lien secured term loan debt minus $100,000,000 unrestricted cash and cash equivalents) divided by $385,000,000 Consolidated EBITDA for the trailing twelve months ended December 31, 2024, which is below the maximum 5.00x First Lien Net Leverage Ratio covenant threshold set forth in Section 7.11(a) of the Credit Agreement.

(b) Pro Forma Total Net Leverage Ratio: approximately 4.03x, calculated as follows: ($1,400,000,000 first lien secured term loan debt plus $250,000,000 Senior Unsecured Notes due 2028, minus $100,000,000 unrestricted cash and cash equivalents) divided by $385,000,000 Consolidated EBITDA for the trailing twelve months ended December 31, 2024.

34.	Borrower's Certificate — Use of Proceeds Compliance (Sanctions / OFAC / Anti-Corruption) — signed by an authorized officer of the Borrower, certifying that (a) the proceeds of the Term Loan B will be used solely for the purposes permitted by Section 5.08 of the Credit Agreement, (b) no part of the proceeds of the Term Loan B will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), or any other applicable anti-corruption law, (c) the Borrower will not use the proceeds of the Term Loan B, directly or indirectly, in violation of any applicable Sanctions, including those administered by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury, the United States Department of State, the United Nations Security Council, the European Union, and Her Majesty's Treasury of the United Kingdom, and (d) the Borrower is in compliance with all applicable anti-money laundering laws, including the USA PATRIOT Act (Title III of Pub. L. No. 107-56) and the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.).	C&H / Borrower
Item No.	Document Description	Responsible Party	Status
35.	Board Resolutions of the Borrower (Nexford Industrial Holdings Inc.) — resolutions of the Board of Directors of Nexford Industrial Holdings Inc., adopted on January 13, 2025, authorizing (a) the entry into the $1,400,000,000 senior secured Term Loan B facility and the refinancing of the existing Atlas Meridian credit facilities, (b) the dividend recapitalization of approximately $335,000,000 to Granite Peak NIH Holdings, LLC (and thence to the equity holders of Holdings), and (c) the execution, delivery, and performance by the Borrower of the Credit Agreement, the Guarantee Agreement, the Security Agreement, the Pledge Agreements, and each of the other Loan Documents to which the Borrower is a party, and the consummation of the transactions contemplated thereby. Such resolutions shall be certified by the Corporate Secretary as being in full force and effect and not having been amended, modified, or rescinded as of the Closing Date.	Borrower / C&H
36.	Manager/Member Resolutions of Granite Peak NIH Holdings, LLC — resolutions adopted on January 13, 2025, authorizing (a) the execution, delivery, and performance by Granite Peak NIH Holdings, LLC of the Guarantee Agreement, the Holdings Pledge Agreement, and each of the other Loan Documents to which it is a party, (b) the granting of the guaranty and the pledge of equity interests in the Borrower, and (c) all other related actions necessary or desirable in connection with the foregoing. Such resolutions shall be certified by an authorized person as being in full force and effect and not having been amended, modified, or rescinded as of the Closing Date.	Sponsor Counsel / C&H
37.	Board/Manager Resolutions of Each Subsidiary Guarantor (11 sets of resolutions) — resolutions of the board of directors, managers, or members, as applicable, of each Subsidiary Guarantor, authorizing the execution, delivery, and performance by such Subsidiary Guarantor of the Guarantee Agreement, the Security Agreement, the applicable Pledge Agreement(s), and each of the other Loan Documents to which such Subsidiary Guarantor is a party, including the granting of guaranties and security interests in collateral. Such resolutions shall be certified as being in full force and effect and not having been amended, modified, or rescinded as of the Closing Date.	C&H / Borrower
38.	Good Standing Certificates — Certificates of good standing (or certificates of existence, as applicable) for all Loan Parties, including the Borrower (Nexford Industrial Holdings Inc.), Holdings (Granite Peak NIH Holdings, LLC), and each of the eleven (11) Subsidiary Guarantors, issued by the respective Secretaries of State (or equivalent governmental authority) of the states of organization of each such entity. Each certificate shall be dated within five (5) business days of the Closing Date.	C&H (ordering) / respective Secretaries of State
39.	Certified Copies of Organizational Documents — Certified copies of the certificates of incorporation (or certificates of formation, as applicable), and all amendments thereto, for all Loan Parties, obtained from the respective Secretaries of State (or equivalent governmental authority) of the states of organization of each such entity. Copies of the bylaws (or limited liability company agreements, as applicable), as currently in effect, shall also be included, certified by the Corporate Secretary or an authorized person of each such entity.	C&H (ordering)
Item No.	Document Description	Responsible Party	Status
40.	Legal Opinion of Calderwood & Harkness LLP (Enforceability) — addressed to Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent, and to each of the Lenders party to the Credit Agreement, opining as to, among other things: (a) the enforceability under the laws of the State of New York of the Credit Agreement, the Guarantee Agreement, and the other Loan Documents governed by New York law, (b) the absence of conflicts between the execution, delivery, and performance of the Loan Documents and applicable laws, regulations, and orders, (c) such other customary opinion matters as may be reasonably requested by the Administrative Agent and its counsel. The opinion will be subject to customary assumptions, qualifications, and exceptions, including exceptions for bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and general principles of equity.	C&H (Claudia Merritt)
41.	Legal Opinion of Calderwood & Harkness LLP (Perfection) — addressed to Crescent Harbor Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties, opining as to the creation and perfection of the security interests granted pursuant to the Security Agreement, the Pledge Agreements, and the IP Security Agreement under Article 9 of the New York Uniform Commercial Code (and, where applicable, the Uniform Commercial Code as in effect in other relevant jurisdictions), upon (a) the filing of UCC-1 financing statements in the applicable jurisdictions, (b) the delivery of pledged certificated securities and instruments to the Collateral Agent (or its designated agent), and (c) the execution and delivery of control agreements with respect to deposit accounts and securities accounts. The opinion will be subject to customary assumptions, qualifications, and exceptions, including with respect to after-acquired collateral, proceeds, purchase money security interests, and federal preemption of state law with respect to certain categories of intellectual property.	C&H (Claudia Merritt)
42.	Legal Opinion of Hargrove & Whitmore LLP (Illinois Local Counsel) — addressed to Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent, and to each of the Lenders party to the Credit Agreement, opining as to, among other things: (a) the enforceability under the laws of the State of Illinois of the Loan Documents to which Illinois-organized Loan Parties are party, (b) the creation and perfection of security interests in collateral of Illinois-organized entities under the Illinois Uniform Commercial Code, and (c) such other customary local counsel opinion matters as may be reasonably requested by the Administrative Agent and its counsel.	H&W (Robert Kimura)
43.	Legal Opinion of Briarcliff Legal Group PA (Delaware Local Counsel) — addressed to Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent, and to each of the Lenders party to the Credit Agreement, opining as to, among other things: (a) the due organization, valid existence, and good standing under the laws of the State of Delaware of each Loan Party organized in Delaware, (b) the corporate or limited liability company power and authority of each such Loan Party to enter into and perform its obligations under the Loan Documents to which it is a party, and (c) such other customary Delaware counsel opinion matters as may be reasonably requested by the Administrative Agent and its counsel.	Briarcliff (Catherine Ellsworth)
44.	Opinion Back-Up Certificate of Borrower — a certificate of an authorized officer of the Borrower setting forth certain factual representations upon which Calderwood & Harkness LLP will rely in rendering its legal opinions described in Items 40 and 41, including representations regarding organization, power and authority, no conflicts with organizational documents or material agreements, compliance with applicable laws, necessary consents and approvals, and accuracy of certain schedules and information delivered to C&H in connection with the preparation of such opinions.	C&H / Borrower
Item No.	Document Description	Responsible Party	Status
45.	Payoff Letter from Atlas Meridian Bank, N.A. — a payoff letter from Atlas Meridian Bank, N.A., as administrative agent under the existing Credit Agreement dated as of June 14, 2019 (as amended by the First Amendment dated as of March 3, 2020, the Second Amendment dated as of October 15, 2021, the Third Amendment dated as of June 30, 2023, and the Fourth Amendment dated as of September 12, 2024), confirming:	Atlas Meridian / C&H (review)

(a) the aggregate payoff amount of $879,375,000 (consisting of $875,000,000 outstanding principal on the existing first lien term loan, plus approximately $4,375,000 in accrued and unpaid interest through the anticipated payoff date of March 28, 2025);

(b) confirmation that the outstanding balance on the revolving credit facility thereunder is $0 (undrawn as of the date of the payoff letter);

(c) a commitment by Atlas Meridian Bank, N.A. to release all liens, security interests, pledges, and encumbrances in favor of Atlas Meridian Bank, N.A. and the secured parties under the existing credit facilities and to terminate all UCC-1 financing statements filed in connection therewith, in each case upon receipt of the payoff amount at closing; and

(d) wire transfer instructions for remittance of the payoff amount.

Contact: Sandra Vickers, Vice President, Atlas Meridian Bank, N.A.

46.	Lien Release Authorization Letter — a letter from Atlas Meridian Bank, N.A. to Nexford Industrial Holdings Inc. and the other Loan Parties under the existing credit facilities, authorizing the release of all liens, security interests, pledges, mortgages, and other encumbrances in favor of Atlas Meridian Bank, N.A. and the secured parties under the existing credit facilities, effective upon and subject to the receipt of the payoff amount specified in the payoff letter described in Item 45 above, on the Closing Date.	C&H (preparation) / Atlas Meridian (execution)
47.	UCC-3 Termination Statement Instructions and Forms — prepared forms of UCC-3 termination statements and related instructions for the termination of all existing UCC-1 financing statements filed in favor of Atlas Meridian Bank, N.A. (or its predecessors or assigns) as secured party, with respect to each of the existing Loan Parties, in the following jurisdictions: Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan. The UCC-3 termination statements are to be filed on or promptly after the Closing Date, with a target filing date of March 31, 2025.	C&H
Item No.	Document Description	Responsible Party	Status
48.	Funds Flow Memorandum — a memorandum detailing the flow of the $1,400,000,000 in Term Loan B proceeds from Crescent Harbor Bank, N.A. (as Administrative Agent) to the Borrower's designated accounts and the subsequent disbursements thereof on the Closing Date. The Funds Flow Memorandum shall set forth the following anticipated sources and uses:	C&H / W&G / Borrower
Source	Amount
Term Loan B Proceeds	$1,400,000,000
Total Sources	$1,400,000,000
Use	Amount
Payoff of Atlas Meridian existing first lien term loan (principal and accrued interest)	$879,375,000
Termination of Atlas Meridian revolving credit facility (undrawn; commitment terminated)	$0
Dividend to Granite Peak NIH Holdings, LLC (and thence to equity holders)	$335,000,000 (approximate)
Transaction fees and expenses (arrangement fees, original issue discount, legal fees, advisory fees, rating agency fees, and other transaction costs)	$38,625,000 (approximate)
Cash to balance sheet (for general corporate purposes and working capital)	$147,000,000
Total Uses	$1,400,000,000
Item No.	Document Description	Responsible Party	Status
49.	Wire Transfer Instructions — Nexford Accounts — wire transfer instructions for the Borrower's designated bank account(s) for receipt of the Term Loan B proceeds.	Borrower
50.	Wire Transfer Instructions — Atlas Meridian Bank, N.A. — wire transfer instructions provided by Atlas Meridian Bank, N.A. (contact: Sandra Vickers) for remittance of the payoff amount of $879,375,000 for the existing first lien term loan.	Atlas Meridian (Sandra Vickers)
51.	Wire Transfer Instructions — Granite Peak NIH Holdings, LLC — wire transfer instructions for the designated bank account of Granite Peak NIH Holdings, LLC for receipt of the dividend payment of approximately $335,000,000.	Sponsor Counsel / C&H
Item No.	Document Description	Responsible Party	Status
52.	Bring-Down Good Standing Certificates and Lien Search Confirmation — confirmation that (a) good standing certificates for all Loan Parties remain current as of the Closing Date (or within five (5) business days thereof), and (b) updated Uniform Commercial Code, tax, and judgment lien searches have been completed in all applicable jurisdictions and confirm that there are no intervening liens, security interests, or encumbrances affecting any of the Collateral other than Permitted Liens. Lien search results shall be compiled and indexed by Calderwood & Harkness LLP and made available for review by Agent's Counsel.	C&H
53.	Evidence of Insurance — certificates of insurance issued by Vantage Risk Advisors, LLC (Rachel Sorensen, Account Executive), demonstrating compliance with the insurance requirements set forth in Section 5.07 of the Credit Agreement, including, without limitation:	Borrower / Insurance Broker

(a) Property and casualty insurance coverage underwritten by Continental Shield Underwriters, Inc., in amounts and with deductibles consistent with the requirements of the Credit Agreement and as otherwise acceptable to the Collateral Agent;

(b) Directors' and officers' liability insurance coverage underwritten by Meridian Specialty Insurance Co.;

(c) Lender's loss payee endorsements naming Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, as lender's loss payee with respect to all property and casualty insurance policies; and

(d) Additional insured endorsements naming Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, as additional insured under all liability insurance policies.

54.

(a) 1400 Industrial Parkway, Schaumburg, IL 60173 — Appraised Value: $85,000,000

(b) 2750 Commerce Drive, Rockford, IL 61101 — Appraised Value: $42,000,000

(d) 9100 Westpark Industrial Boulevard, Houston, TX 77063 — Appraised Value: $28,000,000

55.	Environmental Reports — Phase I Environmental Site Assessment reports, each prepared in accordance with ASTM Standard Practice E 1527-21 by Clearwater Environmental Sciences, Inc. (Dr. Nathan Foley, Principal), for each of the four (4) mortgaged properties identified in Item 54 above. The Phase I reports shall be addressed to or include reliance letters in favor of Crescent Harbor Bank, N.A., as Collateral Agent, and each of the Lenders party to the Credit Agreement.	Borrower / Clearwater Environmental
56.	Audited Financial Statements — the audited consolidated financial statements of Nexford Industrial Holdings Inc. and its subsidiaries for the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024, in each case audited by Ashworth & Kendrick LLP (Helen Yamamoto, CPA, engagement partner), together with the reports of the independent registered public accounting firm thereon. Such financial statements shall include consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of changes in equity, and consolidated statements of cash flows, together with the notes thereto.	Borrower
57.	W-9 Forms — Internal Revenue Service Forms W-9 (Request for Taxpayer Identification Number and Certification) for each domestic Loan Party, duly completed and executed by an authorized officer of each such entity.	C&H / Borrower
58.	Rating Agency Confirmation Letters — written confirmation of ratings from:	Borrower / Stonebridge Advisory

(a) Keystone Ratings Group, Inc.: B1 corporate family rating; B1 facility rating for the Term Loan B; and

(b) Sentinel Credit Analytics, LLC: B+ corporate credit rating; BB- facility rating for the Term Loan B.

59.	Notice of Borrowing — a Borrowing Request in the form of Exhibit C to the Credit Agreement, from Nexford Industrial Holdings Inc. to Crescent Harbor Bank, N.A., as Administrative Agent, requesting the initial funding of the full $1,400,000,000 commitment amount under the Term Loan B on the Closing Date, specifying (a) the aggregate principal amount of the borrowing, (b) the Interest Period, (c) the Type of Borrowing (Term SOFR Loans), and (d) the account(s) to which proceeds are to be disbursed. Such Borrowing Request shall be delivered not later than 2:00 p.m. (New York City time) three (3) Business Days prior to the Closing Date (i.e., not later than March 25, 2025).	C&H / Borrower
Item No.	Document Description	Responsible Party	Status
60.*	Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing — covering the real property located at 1400 Industrial Parkway, Schaumburg, IL 60173 (appraised value: $85,000,000), made by the applicable Loan Party in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. To be recorded in the Office of the Recorder of Deeds, Cook County, Illinois. Due by April 30, 2025.	C&H / H&W
61.*	Mortgage — covering the real property located at 2750 Commerce Drive, Rockford, IL 61101 (appraised value: $42,000,000), made by the applicable Loan Party in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. To be recorded in the Office of the Recorder of Deeds, Winnebago County, Illinois. Due by April 30, 2025.	C&H / H&W
62.*	Mortgage — covering the real property located at 600 Manufacturers Row, Greenville, SC 29607 (appraised value: $38,000,000), made by the applicable Loan Party in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. To be recorded in the Office of the Register of Deeds, Greenville County, South Carolina. Due by April 30, 2025.	C&H
63.*	Mortgage — covering the real property located at 9100 Westpark Industrial Boulevard, Houston, TX 77063 (appraised value: $28,000,000), made by the applicable Loan Party in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. To be recorded in the Office of the County Clerk, Harris County, Texas. Due by April 30, 2025.	C&H
64.*	Title Insurance Policies — lender's title insurance policies issued by Landmark Title Assurance Company for each of the four (4) mortgaged properties described in Items 60 through 63 above, in amounts equal to the appraised values of such properties (or such other amounts as may be agreed by the Collateral Agent), insuring the first-priority lien of the applicable Mortgage, subject only to Permitted Encumbrances, together with such endorsements as the Collateral Agent may reasonably require. Due by April 30, 2025.	Borrower / Landmark Title
65.*	UCC-3 Termination Statements — filed UCC-3 termination statements evidencing the termination of all existing UCC-1 financing statements filed by or on behalf of Atlas Meridian Bank, N.A. (or its predecessors or assigns) as secured party in the following jurisdictions: Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan. Target filing: March 31, 2025. File-stamped copies to be delivered promptly upon receipt from the applicable filing offices.	C&H
66.*	Delivery of Original Executed Documents and Closing Binder Compilation — delivery to the Administrative Agent and Collateral Agent of originally executed counterparts of all Loan Documents, together with a complete closing binder containing an index, copies of all executed documents, and all exhibits, schedules, and attachments thereto. Closing binders to be compiled and distributed by Calderwood & Harkness LLP to each party and counsel identified on the distribution list.	C&H
Item No.	Document Description	Responsible Party	Status
67.	Compiled Signature Pages for the Credit Agreement — executed signature pages for the Credit Agreement from all parties, including Nexford Industrial Holdings Inc. (as Borrower), each Guarantor party thereto, Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent), and each Lender. Signature pages are to be circulated for execution beginning March 25, 2025, with fully executed counterparts to be held in escrow by Calderwood & Harkness LLP pending authorization to release upon satisfaction of all conditions precedent to closing.	C&H / W&G
68.	Compiled Signature Pages for the Guarantee Agreement — executed signature pages for the Guarantee Agreement from all Guarantors, including Granite Peak NIH Holdings, LLC and each of the eleven (11) Subsidiary Guarantors.	C&H
69.	Compiled Signature Pages for the Security Agreement, all Pledge Agreements, and intellectual Property Security Agreement — executed signature pages for (a) the Security Agreement (Personal Property), (b) the Holdings Pledge Agreement, (c) the Borrower Pledge Agreement, (d) each of the ten (10) Subsidiary Pledge Agreements, (e) the CFC Holdco Limited Pledge Agreement, and (f) the intellectual Property Security Agreement, in each case from all applicable parties thereto.	C&H
70.	Compiled Signature Pages for the First Lien/Unsecured Intercreditor Agreement — executed signature pages for the First Lien/Unsecured Intercreditor Agreement from (a) Crescent Harbor Bank, N.A., in its capacity as First Lien Collateral Agent, (b) Pinnacle Trust Company, in its capacity as Trustee under the Indenture governing the 7.250% Senior Unsecured Notes due 2028, and (c) Nexford Industrial Holdings Inc.	C&H / W&G

DRAFT — SUBJECT TO REVISION
CLOSING AGENDA
$1,400,000,000 SENIOR SECURED TERM LOAN B
NEXFORD INDUSTRIAL HOLDINGS INC.
Dated: March 20, 2025
Prepared by:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Matter No.: 1005-00001
Target Closing Date: March 28, 2025
TRANSACTION SUMMARY AND PARTIES
Transaction: $1,400,000,000 senior secured Term Loan B facility, the proceeds of which will be used to refinance existing credit facilities and to fund a dividend recapitalization.
Borrower: Nexford Industrial Holdings Inc., a Delaware corporation ("Borrower" or "Nexford").
Holdings Guarantor: Granite Peak NIH Holdings, LLC, a Delaware limited liability company ("Holdings").
Sponsor: Granite Peak Capital Partners, LP (the "Sponsor").
Administrative Agent and Collateral Agent: Crescent Harbor Bank, N.A. (in such capacities, the "Administrative Agent" and the "Collateral Agent," respectively, and collectively, the "Agent").
Lead Left Arranger and Bookrunner: Crescent Harbor Bank, N.A.
Joint Lead Arrangers: Ironwood Capital Markets, LLC; Northvane Securities, Inc.
Borrower's Counsel: Calderwood & Harkness LLP (Claudia Merritt / Marcus Leung) ("C&H").
Arranger's / Agent's Counsel: Whitfield & Gage LLP (Margaret Ashby / Jonathan Ferris) ("W&G").
Sponsor's Counsel: Kellner Brandt & Associates LLP (Patricia Voss) ("KB&A").
Illinois Local Counsel: Hargrove & Whitmore LLP (Robert Kimura) ("H&W").
Delaware Local Counsel: Briarcliff Legal Group PA (Catherine Ellsworth) ("Briarcliff").
Governing Law: State of New York.
Note: All references to item numbers in this Closing Agenda are for organizational purposes only and do not reflect any priority or order of execution. Documents marked with an asterisk (*) are post-closing deliverables to be delivered within the time periods specified in the Credit Agreement. The "Status" column is to be completed as documents are finalized, executed, and delivered. Unless otherwise indicated, all documents listed herein are dated as of March 28, 2025 (the "Closing Date"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Credit Agreement.
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I. CREDIT AGREEMENT
II. GUARANTEE AGREEMENT
The following entities shall execute the Guarantee Agreement as Guarantors:
(a) Granite Peak NIH Holdings, LLC (Holdings Guarantor)
(b) Nexford Precision Components, Inc.
(c) Nexford Engineered Systems, LLC
(d) Nexford Coatings & Surface Technologies, Inc.
(e) Nexford Manufacturing Services, LLC
(f) Nexford Properties, LLC
(g) Nexford International Holdings, Inc.
(h) Clearfield Tool & Die, Inc.
(i) Summit Industrial Fabrication Co.
(j) Ridgepoint Specialty Coatings, LLC
(k) Lakeshore Precision Engineering, Inc.
Eleven (11) Subsidiary Guarantors plus the Holdings Guarantor equals twelve (12) total Guarantors executing the Guarantee Agreement.
III. SECURITY AND PLEDGE DOCUMENTS
IV. INTERCREDITOR AGREEMENT
V. UCC FINANCING STATEMENTS
The following UCC-1 Financing Statements are to be filed on or promptly after the Closing Date with the applicable filing offices. Calderwood & Harkness LLP will coordinate all filings through a third-party filing agent. Each UCC-1 Financing Statement names Crescent Harbor Bank, N.A. as Secured Party and covers all assets of the applicable Debtor as described in the Security Agreement.
VI. CLOSING CERTIFICATES AND OFFICER'S CERTIFICATES
VII. RESOLUTIONS AND ORGANIZATIONAL DOCUMENTS
VIII. LEGAL OPINIONS
IX. PAYOFF AND LIEN RELEASE DOCUMENTS (EXISTING ATLAS MERIDIAN FACILITIES)
X. FUNDS FLOW
Sources:
Uses:
The Funds Flow Memorandum is to be reviewed, approved, and signed by authorized representatives of the Borrower, the Administrative Agent, Borrower's Counsel, and Agent's Counsel.
XI. MISCELLANEOUS CLOSING DELIVERABLES
XII. POST-CLOSING DELIVERABLES
The following documents are post-closing deliverables to be delivered within the time periods specified below and as set forth in Section 5.14 of the Credit Agreement. Each item is marked with an asterisk (*) to denote its post-closing status.
XIII. SIGNATURE PAGES
DISTRIBUTION
This Closing Agenda has been distributed to the following persons:
Calderwood & Harkness LLP (Borrower's Counsel)
Claudia Merritt, Partner Ian Blackwood, Partner Marcus Leung, Senior Associate Sophie Tremblay, Associate
Whitfield & Gage LLP (Arranger's / Agent's Counsel)
Margaret Ashby, Partner Jonathan Ferris, Senior Associate
Kellner Brandt & Associates LLP (Sponsor's Counsel)
Patricia Voss, Partner
Nexford Industrial Holdings Inc. (Borrower)
David Engstrom, General Counsel & Corporate Secretary Michelle Kaplan, Chief Financial Officer Priya Mehta, Vice President — Corporate Development & Treasury
Granite Peak Capital Partners, LP (Sponsor)
Ryan Ostrowski, Managing Director
Crescent Harbor Bank, N.A. (Administrative Agent / Collateral Agent / Lead Left Arranger)
Elaine Prescott, Managing Director — Leveraged Finance Thomas Nakamura, Vice President — Loan Operations
Hargrove & Whitmore LLP (Illinois Local Counsel)
Robert Kimura, Partner
Briarcliff Legal Group PA (Delaware Local Counsel)
Catherine Ellsworth, Partner
DRAFT — FOR DISCUSSION PURPOSES ONLY
This closing agenda is preliminary and subject to revision. All documents listed herein remain subject to ongoing negotiation, finalization, and execution by the applicable parties. The inclusion of any document in this closing agenda does not constitute a commitment by any party to execute or deliver such document, and no party shall have any obligation with respect to the transactions described herein unless and until definitive documentation has been executed and delivered and all conditions precedent to closing have been satisfied or waived in accordance with the terms thereof.
CONFIDENTIAL — This document and the information contained herein are confidential and are intended solely for the use of the parties and their respective counsel identified on the distribution list above. Any unauthorized use, disclosure, or distribution of this document is strictly prohibited.
Item No. | Document Description | Responsible Party | Status
1. | Credit Agreement, dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders from time to time party thereto (the "Credit Agreement"). The Credit Agreement provides for a $1,400,000,000 senior secured Term Loan B facility bearing interest at Term SOFR plus 400 basis points per annum, with a Term SOFR floor of 0.75%. The Term Loan B has a stated maturity date of March 28, 2032 and is subject to scheduled amortization of 1.00% per annum of the original principal amount, payable in equal quarterly installments of $3,500,000, with the balance due at maturity. The Credit Agreement is governed by the laws of the State of New York. | W&G / C&H
2. | Schedules to Credit Agreement, including: | C&H / Borrower
— Schedule 1.01(a): Schedule of Guarantors
— Schedule 2.01: Schedule of Commitments, listing the following Lenders and their respective commitment amounts:
(i) Crescent Harbor Bank, N.A. — $175,000,000 (target final hold)
(ii) Ironwood Capital Markets, LLC — $200,000,000
(iii) Northvane Securities, Inc. — $150,000,000
(iv) Ridgeline Asset Management — $125,000,000
(v) Halcyon Credit Partners — $100,000,000
(vi) Verdant Institutional Investors — $100,000,000
(vii) Cascadia Loan Fund III — $75,000,000
(viii) Bluewater Fixed Income Fund — $75,000,000
(ix) Remaining general syndication lenders — approximately $400,000,000
— Schedule 6.01: Schedule of Existing Liens
— Schedule 6.02: Schedule of Existing Indebtedness
— Schedule 3.06: Schedule of Subsidiaries
— Schedule 3.14: Schedule of Material Contracts
— Schedule 3.08: Schedule of Litigation
— Schedule 5.07: Schedule of Insurance
— Schedule 3.15: Schedule of intellectual Property
— Schedule 3.16: Schedule of Real Property
— Perfection Certificate
3. | Exhibits to Credit Agreement, including: | W&G / C&H
— Exhibit A: Form of Compliance Certificate
— Exhibit B: Form of Assignment and Assumption
— Exhibit C: Form of Borrowing Request
— Exhibit D: Form of Prepayment Notice
— Exhibit E: Form of Note
Item No. | Document Description | Responsible Party | Status
4. | Guarantee Agreement, dated as of March 28, 2025, among the Guarantors (as listed below) and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (the "Guarantee Agreement"). The Guarantee Agreement provides for an unconditional guaranty by each Guarantor of the prompt and complete payment and performance of all Obligations of the Borrower arising under the Credit Agreement and the other Loan Documents. | C&H
Item No. | Document Description | Responsible Party | Status
5. | Security Agreement (Personal Property), dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent (the "Security Agreement"). The Security Agreement grants to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all personal property assets of the Borrower and each Guarantor, including, without limitation, all accounts receivable, inventory, equipment, intellectual property, deposit accounts, securities accounts, general intangibles, chattel paper, instruments, investment property, letter-of-credit rights, commercial tort claims (as identified on the schedules thereto), and all proceeds and products of the foregoing. | C&H
6. | Holdings Pledge Agreement, dated as of March 28, 2025, made by Granite Peak NIH Holdings, LLC in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. Pursuant to this agreement, Granite Peak NIH Holdings, LLC pledges 100% of the issued and outstanding equity interests in Nexford Industrial Holdings Inc. to secure the Obligations under the Loan Documents. | C&H
7. | Borrower Pledge Agreement, dated as of March 28, 2025, made by Nexford Industrial Holdings Inc. in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. Pursuant to this agreement, the Borrower pledges 100% of the issued and outstanding equity interests in each of its direct domestic subsidiaries to secure the Obligations under the Loan Documents. | C&H
8. | Subsidiary Pledge Agreements (10 agreements), each dated as of March 28, 2025, made by each of the following Subsidiary Guarantors in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pledging the equity interests held by each such Subsidiary Guarantor in its respective lower-tier subsidiaries: | C&H
(i) Nexford Precision Components, Inc. ("NPC")
(ii) Nexford Engineered Systems, LLC ("NES")
(iii) Nexford Coatings & Surface Technologies, Inc. ("NCST")
(iv) Nexford Manufacturing Services, LLC ("NMS")
(v) Nexford Properties, LLC ("NP LLC")
(vi) Nexford International Holdings, Inc. ("NIH Intl")
(vii) Clearfield Tool & Die, Inc. ("Clearfield")
(viii) Summit Industrial Fabrication Co. ("Summit")
(ix) Ridgepoint Specialty Coatings, LLC ("Ridgepoint")
(x) Lakeshore Precision Engineering, Inc. ("Lakeshore")
9. | CFC Holdco Limited Pledge Agreement, dated as of March 28, 2025, made by Nexford International Holdings, Inc. in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. Pursuant to this agreement, Nexford International Holdings, Inc. pledges (a) 65% of the voting equity interests and (b) 100% of the non-voting equity interests in Nexford Canada Holdings ULC, a controlled foreign corporation holding company, to secure the Obligations under the Loan Documents. | C&H
10. | intellectual Property Security Agreement, dated as of March 28, 2025, among the Borrower, the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (the "IP Security Agreement"). The IP Security Agreement grants to the Collateral Agent a first-priority security interest in all patents, patent applications, trademarks, trademark applications, service marks, copyrights, copyright registrations, and all related intellectual property rights of the Borrower and the Guarantors, together with all goodwill associated therewith, all rights to sue for past, present, and future infringements thereof, and all proceeds of the foregoing. Appropriate short-form IP security agreements to be recorded with the United States Patent and Trademark Office and the United States Copyright Office, as applicable. | C&H
11. | Deposit Account Control Agreements, each dated as of March 28, 2025, among the applicable Loan Party, the applicable depository bank, and Crescent Harbor Bank, N.A., as Collateral Agent, covering the following deposit accounts: | C&H
(a) Deposit accounts maintained at Crescent Harbor Bank, N.A. (as depository bank and Collateral Agent)
(b) Operating account at Redstone National Bank, account no. ending in -4471
(c) Operating account at Redstone National Bank, account no. ending in -4472
(d) Operating account at Redstone National Bank, account no. ending in -6633
Each Deposit Account Control Agreement grants Crescent Harbor Bank, N.A., as Collateral Agent, "control" (within the meaning of Section 9-104 of the Uniform Commercial Code) over the applicable deposit account.
12. | Securities Account Control Agreements, each dated as of March 28, 2025, among the applicable Loan Party, the applicable securities intermediary, and Crescent Harbor Bank, N.A., as Collateral Agent, granting the Collateral Agent "control" (within the meaning of Section 8-106 of the Uniform Commercial Code) over the Loan Parties' securities accounts. | C&H
13. | Intercompany Note, dated as of March 28, 2025, made by Nexford Industrial Holdings Inc. and its subsidiaries, evidencing intercompany loans from Nexford to its subsidiaries. The Intercompany Note shall be endorsed in blank and pledged to Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to the terms of the Security Agreement. | C&H
Item No. | Document Description | Responsible Party | Status
14. | First Lien/Unsecured Intercreditor Agreement, dated as of March 28, 2025, among Crescent Harbor Bank, N.A., in its capacity as First Lien Collateral Agent under the Credit Agreement, Pinnacle Trust Company, in its capacity as Trustee under the Indenture dated as of November 1, 2021 governing the 7.250% Senior Unsecured Notes due 2028 ($250,000,000 aggregate principal amount currently outstanding) (the "Unsecured Notes Trustee"), and Nexford Industrial Holdings Inc. The First Lien/Unsecured Intercreditor Agreement establishes, among other things, the priority of first lien secured claims over unsecured claims with respect to Collateral and the proceeds thereof, enforcement standstills applicable to the Unsecured Notes Trustee and the holders of the Senior Unsecured Notes, the proceeds waterfall in connection with any enforcement of remedies or realization upon Collateral, certain waivers and consents related to the DIP financing and adequate protection in the event of any insolvency proceeding, and related matters. The First Lien/Unsecured Intercreditor Agreement is governed by the laws of the State of New York. | W&G / C&H
Item No. | Document Description | Responsible Party | Status
15. | UCC-1 Financing Statement — Filed with the Delaware Secretary of State — Debtor: Nexford Industrial Holdings Inc. (anticipated DE File No. 5765432); Secured Party: Crescent Harbor Bank, N.A. | C&H
16. | UCC-1 Financing Statement — Filed with the Delaware Secretary of State — Debtor: Granite Peak NIH Holdings, LLC (anticipated DE File No. 7234891); Secured Party: Crescent Harbor Bank, N.A. | C&H
17. | UCC-1 Financing Statement — Filed with the Delaware Secretary of State — Debtor: Nexford Precision Components, Inc.; Secured Party: Crescent Harbor Bank, N.A. | C&H
18. | UCC-1 Financing Statement — Filed with the Delaware Secretary of State — Debtor: Nexford Engineered Systems, LLC; Secured Party: Crescent Harbor Bank, N.A. | C&H
19. | UCC-1 Financing Statement — Filed with the Delaware Secretary of State — Debtor: Nexford Coatings & Surface Technologies, Inc.; Secured Party: Crescent Harbor Bank, N.A. | C&H
20. | UCC-1 Financing Statement — Filed with the Illinois Secretary of State — Debtor: Nexford Manufacturing Services, LLC; Secured Party: Crescent Harbor Bank, N.A. | C&H
21. | UCC-1 Financing Statement — Filed with the Delaware Secretary of State — Debtor: Nexford Properties, LLC; Secured Party: Crescent Harbor Bank, N.A. | C&H
22. | UCC-1 Financing Statement — Filed with the Delaware Secretary of State — Debtor: Nexford International Holdings, Inc.; Secured Party: Crescent Harbor Bank, N.A. | C&H
23. | UCC-1 Financing Statement — Filed with the Pennsylvania Department of State — Debtor: Clearfield Tool & Die, Inc.; Secured Party: Crescent Harbor Bank, N.A. | C&H
24. | UCC-1 Financing Statement — Filed with the South Carolina Secretary of State — Debtor: Summit Industrial Fabrication Co.; Secured Party: Crescent Harbor Bank, N.A. | C&H
25. | UCC-1 Financing Statement — Filed with the Texas Secretary of State — Debtor: Ridgepoint Specialty Coatings, LLC; Secured Party: Crescent Harbor Bank, N.A. | C&H
26. | UCC-1 Financing Statement — Filed with the Michigan Department of State — Debtor: Lakeshore Precision Engineering, Inc.; Secured Party: Crescent Harbor Bank, N.A. | C&H
Item No. | Document Description | Responsible Party | Status
27. | Closing Certificate of the Borrower (Nexford Industrial Holdings Inc.) — A certificate delivered by the Borrower pursuant to Section 4.02 of the Credit Agreement, certifying (a) the satisfaction of all conditions precedent to the initial borrowing set forth in Section 4.01 and Section 4.02 of the Credit Agreement, (b) the accuracy of all representations and warranties set forth in Article III of the Credit Agreement in all material respects (or, with respect to representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the Closing Date (except to the extent that such representations and warranties relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date), (c) the absence of any Default or Event of Default on the Closing Date or after giving effect to the initial borrowing, (d) the absence of any Material Adverse Effect since December 31, 2024, and (e) compliance with all financial covenants set forth in Section 7.11 of the Credit Agreement, in each case on a pro forma basis after giving effect to the transactions contemplated to occur on the Closing Date. | C&H / Borrower
28. | Officer's Certificate of the Borrower — signed by Michelle Kaplan, Chief Financial Officer of Nexford Industrial Holdings Inc., certifying that (a) all representations and warranties of the Borrower and each Guarantor set forth in the Credit Agreement and each other Loan Document are true and correct in all material respects as of the Closing Date, and (b) no Event of Default or Default has occurred and is continuing as of the Closing Date or will result from the consummation of the transactions contemplated to occur on the Closing Date. | C&H / Borrower
29. | Secretary's Certificate of the Borrower (Nexford Industrial Holdings Inc.) — signed by David Engstrom, General Counsel and Corporate Secretary of Nexford Industrial Holdings Inc., certifying (a) the incumbency and specimen signatures of each authorized signatory of the Borrower executing the Loan Documents, (b) attaching true, correct, and complete copies of the board resolutions of the Borrower adopted on January 13, 2025, authorizing the transactions contemplated by the Credit Agreement and the other Loan Documents, and (c) attaching certified copies of the Borrower's certificate of incorporation (as amended) and bylaws (as amended), each as in effect on the Closing Date. | C&H / Borrower
30. | Secretary's / Authorized Person's Certificate of Granite Peak NIH Holdings, LLC — certifying (a) the incumbency and specimen signatures of each authorized signatory, (b) attaching true, correct, and complete copies of the manager/member resolutions of Granite Peak NIH Holdings, LLC adopted on January 13, 2025, authorizing the execution and delivery of the Guarantee Agreement, the Pledge Agreement, and the other Loan Documents to which Granite Peak NIH Holdings, LLC is a party, and the performance of the obligations thereunder, and (c) attaching certified copies of the certificate of formation and limited liability company agreement of Granite Peak NIH Holdings, LLC, each as in effect on the Closing Date. | C&H / Sponsor Counsel
31. | Secretary's / Authorized Person's Certificates of Each Subsidiary Guarantor (11 certificates — one for each Subsidiary Guarantor), each certifying (a) the incumbency and specimen signatures of each authorized signatory, (b) attaching true, correct, and complete copies of the applicable resolutions authorizing the execution and delivery of the Guarantee Agreement, Security Agreement, applicable Pledge Agreements, and all other Loan Documents to which such Subsidiary Guarantor is a party, and the performance of the obligations thereunder, and (c) attaching certified copies of the organizational documents of such Subsidiary Guarantor, each as in effect on the Closing Date. The following entities shall deliver certificates: | C&H / Borrower
(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.
(vii) Clearfield Tool & Die, Inc.
(viii) Summit Industrial Fabrication Co.
(ix) Ridgepoint Specialty Coatings, LLC
(x) Lakeshore Precision Engineering, Inc.
(xi) Nexford Manufacturing Services, LLC
32. | Solvency Certificate — signed by Michelle Kaplan, Chief Financial Officer of Nexford Industrial Holdings Inc., certifying that, after giving effect to the transactions contemplated to occur on the Closing Date (including the incurrence of the $1,400,000,000 Term Loan B, the repayment of the existing Atlas Meridian credit facilities, and the payment of the dividend to Granite Peak NIH Holdings, LLC), Nexford Industrial Holdings Inc. and its subsidiaries, on a consolidated basis, are Solvent, specifically that: (a) the fair value of the assets of Nexford and its subsidiaries, on a consolidated basis, exceeds their debts and liabilities (subordinated, contingent, or otherwise); (b) the present fair salable value of the property of Nexford and its subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability of their debts and other liabilities (subordinated, contingent, or otherwise) as such debts and liabilities become absolute and matured; (c) Nexford and its subsidiaries, on a consolidated basis, are able to pay their debts and liabilities (subordinated, contingent, or otherwise) as they become absolute and matured; and (d) Nexford and its subsidiaries, on a consolidated basis, do not have unreasonably small capital with which to conduct their business. | C&H / Borrower
33. | Borrower's Certificate — Pro Forma Compliance (Leverage Ratios) — signed by Michelle Kaplan, Chief Financial Officer of Nexford Industrial Holdings Inc., certifying pro forma compliance with the financial covenants set forth in Section 7.11 of the Credit Agreement after giving effect to the transactions contemplated to occur on the Closing Date. The certificate shall set forth in reasonable detail the calculations demonstrating: | C&H / Borrower
(a) Pro Forma First Lien Net Leverage Ratio: approximately 3.38x, calculated as follows: ($1,400,000,000 first lien secured term loan debt minus $100,000,000 unrestricted cash and cash equivalents) divided by $385,000,000 Consolidated EBITDA for the trailing twelve months ended December 31, 2024, which is below the maximum 5.00x First Lien Net Leverage Ratio covenant threshold set forth in Section 7.11(a) of the Credit Agreement.
(b) Pro Forma Total Net Leverage Ratio: approximately 4.03x, calculated as follows: ($1,400,000,000 first lien secured term loan debt plus $250,000,000 Senior Unsecured Notes due 2028, minus $100,000,000 unrestricted cash and cash equivalents) divided by $385,000,000 Consolidated EBITDA for the trailing twelve months ended December 31, 2024.
34. | Borrower's Certificate — Use of Proceeds Compliance (Sanctions / OFAC / Anti-Corruption) — signed by an authorized officer of the Borrower, certifying that (a) the proceeds of the Term Loan B will be used solely for the purposes permitted by Section 5.08 of the Credit Agreement, (b) no part of the proceeds of the Term Loan B will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), or any other applicable anti-corruption law, (c) the Borrower will not use the proceeds of the Term Loan B, directly or indirectly, in violation of any applicable Sanctions, including those administered by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury, the United States Department of State, the United Nations Security Council, the European Union, and Her Majesty's Treasury of the United Kingdom, and (d) the Borrower is in compliance with all applicable anti-money laundering laws, including the USA PATRIOT Act (Title III of Pub. L. No. 107-56) and the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.). | C&H / Borrower
Item No. | Document Description | Responsible Party | Status
35. | Board Resolutions of the Borrower (Nexford Industrial Holdings Inc.) — resolutions of the Board of Directors of Nexford Industrial Holdings Inc., adopted on January 13, 2025, authorizing (a) the entry into the $1,400,000,000 senior secured Term Loan B facility and the refinancing of the existing Atlas Meridian credit facilities, (b) the dividend recapitalization of approximately $335,000,000 to Granite Peak NIH Holdings, LLC (and thence to the equity holders of Holdings), and (c) the execution, delivery, and performance by the Borrower of the Credit Agreement, the Guarantee Agreement, the Security Agreement, the Pledge Agreements, and each of the other Loan Documents to which the Borrower is a party, and the consummation of the transactions contemplated thereby. Such resolutions shall be certified by the Corporate Secretary as being in full force and effect and not having been amended, modified, or rescinded as of the Closing Date. | Borrower / C&H
36. | Manager/Member Resolutions of Granite Peak NIH Holdings, LLC — resolutions adopted on January 13, 2025, authorizing (a) the execution, delivery, and performance by Granite Peak NIH Holdings, LLC of the Guarantee Agreement, the Holdings Pledge Agreement, and each of the other Loan Documents to which it is a party, (b) the granting of the guaranty and the pledge of equity interests in the Borrower, and (c) all other related actions necessary or desirable in connection with the foregoing. Such resolutions shall be certified by an authorized person as being in full force and effect and not having been amended, modified, or rescinded as of the Closing Date. | Sponsor Counsel / C&H
37. | Board/Manager Resolutions of Each Subsidiary Guarantor (11 sets of resolutions) — resolutions of the board of directors, managers, or members, as applicable, of each Subsidiary Guarantor, authorizing the execution, delivery, and performance by such Subsidiary Guarantor of the Guarantee Agreement, the Security Agreement, the applicable Pledge Agreement(s), and each of the other Loan Documents to which such Subsidiary Guarantor is a party, including the granting of guaranties and security interests in collateral. Such resolutions shall be certified as being in full force and effect and not having been amended, modified, or rescinded as of the Closing Date. | C&H / Borrower
38. | Good Standing Certificates — Certificates of good standing (or certificates of existence, as applicable) for all Loan Parties, including the Borrower (Nexford Industrial Holdings Inc.), Holdings (Granite Peak NIH Holdings, LLC), and each of the eleven (11) Subsidiary Guarantors, issued by the respective Secretaries of State (or equivalent governmental authority) of the states of organization of each such entity. Each certificate shall be dated within five (5) business days of the Closing Date. | C&H (ordering) / respective Secretaries of State
39. | Certified Copies of Organizational Documents — Certified copies of the certificates of incorporation (or certificates of formation, as applicable), and all amendments thereto, for all Loan Parties, obtained from the respective Secretaries of State (or equivalent governmental authority) of the states of organization of each such entity. Copies of the bylaws (or limited liability company agreements, as applicable), as currently in effect, shall also be included, certified by the Corporate Secretary or an authorized person of each such entity. | C&H (ordering)
Item No. | Document Description | Responsible Party | Status
40. | Legal Opinion of Calderwood & Harkness LLP (Enforceability) — addressed to Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent, and to each of the Lenders party to the Credit Agreement, opining as to, among other things: (a) the enforceability under the laws of the State of New York of the Credit Agreement, the Guarantee Agreement, and the other Loan Documents governed by New York law, (b) the absence of conflicts between the execution, delivery, and performance of the Loan Documents and applicable laws, regulations, and orders, (c) such other customary opinion matters as may be reasonably requested by the Administrative Agent and its counsel. The opinion will be subject to customary assumptions, qualifications, and exceptions, including exceptions for bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and general principles of equity. | C&H (Claudia Merritt)
41. | Legal Opinion of Calderwood & Harkness LLP (Perfection) — addressed to Crescent Harbor Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties, opining as to the creation and perfection of the security interests granted pursuant to the Security Agreement, the Pledge Agreements, and the IP Security Agreement under Article 9 of the New York Uniform Commercial Code (and, where applicable, the Uniform Commercial Code as in effect in other relevant jurisdictions), upon (a) the filing of UCC-1 financing statements in the applicable jurisdictions, (b) the delivery of pledged certificated securities and instruments to the Collateral Agent (or its designated agent), and (c) the execution and delivery of control agreements with respect to deposit accounts and securities accounts. The opinion will be subject to customary assumptions, qualifications, and exceptions, including with respect to after-acquired collateral, proceeds, purchase money security interests, and federal preemption of state law with respect to certain categories of intellectual property. | C&H (Claudia Merritt)
42. | Legal Opinion of Hargrove & Whitmore LLP (Illinois Local Counsel) — addressed to Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent, and to each of the Lenders party to the Credit Agreement, opining as to, among other things: (a) the enforceability under the laws of the State of Illinois of the Loan Documents to which Illinois-organized Loan Parties are party, (b) the creation and perfection of security interests in collateral of Illinois-organized entities under the Illinois Uniform Commercial Code, and (c) such other customary local counsel opinion matters as may be reasonably requested by the Administrative Agent and its counsel. | H&W (Robert Kimura)
43. | Legal Opinion of Briarcliff Legal Group PA (Delaware Local Counsel) — addressed to Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent, and to each of the Lenders party to the Credit Agreement, opining as to, among other things: (a) the due organization, valid existence, and good standing under the laws of the State of Delaware of each Loan Party organized in Delaware, (b) the corporate or limited liability company power and authority of each such Loan Party to enter into and perform its obligations under the Loan Documents to which it is a party, and (c) such other customary Delaware counsel opinion matters as may be reasonably requested by the Administrative Agent and its counsel. | Briarcliff (Catherine Ellsworth)
44. | Opinion Back-Up Certificate of Borrower — a certificate of an authorized officer of the Borrower setting forth certain factual representations upon which Calderwood & Harkness LLP will rely in rendering its legal opinions described in Items 40 and 41, including representations regarding organization, power and authority, no conflicts with organizational documents or material agreements, compliance with applicable laws, necessary consents and approvals, and accuracy of certain schedules and information delivered to C&H in connection with the preparation of such opinions. | C&H / Borrower
Item No. | Document Description | Responsible Party | Status
45. | Payoff Letter from Atlas Meridian Bank, N.A. — a payoff letter from Atlas Meridian Bank, N.A., as administrative agent under the existing Credit Agreement dated as of June 14, 2019 (as amended by the First Amendment dated as of March 3, 2020, the Second Amendment dated as of October 15, 2021, the Third Amendment dated as of June 30, 2023, and the Fourth Amendment dated as of September 12, 2024), confirming: | Atlas Meridian / C&H (review)
(a) the aggregate payoff amount of $879,375,000 (consisting of $875,000,000 outstanding principal on the existing first lien term loan, plus approximately $4,375,000 in accrued and unpaid interest through the anticipated payoff date of March 28, 2025);
(b) confirmation that the outstanding balance on the revolving credit facility thereunder is $0 (undrawn as of the date of the payoff letter);
(c) a commitment by Atlas Meridian Bank, N.A. to release all liens, security interests, pledges, and encumbrances in favor of Atlas Meridian Bank, N.A. and the secured parties under the existing credit facilities and to terminate all UCC-1 financing statements filed in connection therewith, in each case upon receipt of the payoff amount at closing; and
(d) wire transfer instructions for remittance of the payoff amount.
Contact: Sandra Vickers, Vice President, Atlas Meridian Bank, N.A.
46. | Lien Release Authorization Letter — a letter from Atlas Meridian Bank, N.A. to Nexford Industrial Holdings Inc. and the other Loan Parties under the existing credit facilities, authorizing the release of all liens, security interests, pledges, mortgages, and other encumbrances in favor of Atlas Meridian Bank, N.A. and the secured parties under the existing credit facilities, effective upon and subject to the receipt of the payoff amount specified in the payoff letter described in Item 45 above, on the Closing Date. | C&H (preparation) / Atlas Meridian (execution)
47. | UCC-3 Termination Statement Instructions and Forms — prepared forms of UCC-3 termination statements and related instructions for the termination of all existing UCC-1 financing statements filed in favor of Atlas Meridian Bank, N.A. (or its predecessors or assigns) as secured party, with respect to each of the existing Loan Parties, in the following jurisdictions: Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan. The UCC-3 termination statements are to be filed on or promptly after the Closing Date, with a target filing date of March 31, 2025. | C&H
Item No. | Document Description | Responsible Party | Status
48. | Funds Flow Memorandum — a memorandum detailing the flow of the $1,400,000,000 in Term Loan B proceeds from Crescent Harbor Bank, N.A. (as Administrative Agent) to the Borrower's designated accounts and the subsequent disbursements thereof on the Closing Date. The Funds Flow Memorandum shall set forth the following anticipated sources and uses: | C&H / W&G / Borrower
Source | Amount
Term Loan B Proceeds | $1,400,000,000
Total Sources | $1,400,000,000
Use | Amount
Payoff of Atlas Meridian existing first lien term loan (principal and accrued interest) | $879,375,000
Termination of Atlas Meridian revolving credit facility (undrawn; commitment terminated) | $0
Dividend to Granite Peak NIH Holdings, LLC (and thence to equity holders) | $335,000,000 (approximate)
Transaction fees and expenses (arrangement fees, original issue discount, legal fees, advisory fees, rating agency fees, and other transaction costs) | $38,625,000 (approximate)
Cash to balance sheet (for general corporate purposes and working capital) | $147,000,000
Total Uses | $1,400,000,000
Item No. | Document Description | Responsible Party | Status
49. | Wire Transfer Instructions — Nexford Accounts — wire transfer instructions for the Borrower's designated bank account(s) for receipt of the Term Loan B proceeds. | Borrower
50. | Wire Transfer Instructions — Atlas Meridian Bank, N.A. — wire transfer instructions provided by Atlas Meridian Bank, N.A. (contact: Sandra Vickers) for remittance of the payoff amount of $879,375,000 for the existing first lien term loan. | Atlas Meridian (Sandra Vickers)
51. | Wire Transfer Instructions — Granite Peak NIH Holdings, LLC — wire transfer instructions for the designated bank account of Granite Peak NIH Holdings, LLC for receipt of the dividend payment of approximately $335,000,000. | Sponsor Counsel / C&H
Item No. | Document Description | Responsible Party | Status
52. | Bring-Down Good Standing Certificates and Lien Search Confirmation — confirmation that (a) good standing certificates for all Loan Parties remain current as of the Closing Date (or within five (5) business days thereof), and (b) updated Uniform Commercial Code, tax, and judgment lien searches have been completed in all applicable jurisdictions and confirm that there are no intervening liens, security interests, or encumbrances affecting any of the Collateral other than Permitted Liens. Lien search results shall be compiled and indexed by Calderwood & Harkness LLP and made available for review by Agent's Counsel. | C&H
53. | Evidence of Insurance — certificates of insurance issued by Vantage Risk Advisors, LLC (Rachel Sorensen, Account Executive), demonstrating compliance with the insurance requirements set forth in Section 5.07 of the Credit Agreement, including, without limitation: | Borrower / Insurance Broker
(a) Property and casualty insurance coverage underwritten by Continental Shield Underwriters, Inc., in amounts and with deductibles consistent with the requirements of the Credit Agreement and as otherwise acceptable to the Collateral Agent;
(b) Directors' and officers' liability insurance coverage underwritten by Meridian Specialty Insurance Co.;
(c) Lender's loss payee endorsements naming Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, as lender's loss payee with respect to all property and casualty insurance policies; and
(d) Additional insured endorsements naming Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, as additional insured under all liability insurance policies.
54. | Collateral Appraisals — appraisal reports prepared by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI, Senior Managing Director), in compliance with the Uniform Standards of Professional Appraisal Practice (USPAP) and the requirements of the Collateral Agent, for each of the four (4) mortgaged properties (total aggregate appraised value: $193,000,000), as follows: | Borrower / Greystone
(a) 1400 Industrial Parkway, Schaumburg, IL 60173 — Appraised Value: $85,000,000
(b) 2750 Commerce Drive, Rockford, IL 61101 — Appraised Value: $42,000,000
(c) 600 Manufacturers Row, Greenville, SC 29607 — Appraised Value: $38,000,000
(d) 9100 Westpark Industrial Boulevard, Houston, TX 77063 — Appraised Value: $28,000,000
55. | Environmental Reports — Phase I Environmental Site Assessment reports, each prepared in accordance with ASTM Standard Practice E 1527-21 by Clearwater Environmental Sciences, Inc. (Dr. Nathan Foley, Principal), for each of the four (4) mortgaged properties identified in Item 54 above. The Phase I reports shall be addressed to or include reliance letters in favor of Crescent Harbor Bank, N.A., as Collateral Agent, and each of the Lenders party to the Credit Agreement. | Borrower / Clearwater Environmental
56. | Audited Financial Statements — the audited consolidated financial statements of Nexford Industrial Holdings Inc. and its subsidiaries for the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024, in each case audited by Ashworth & Kendrick LLP (Helen Yamamoto, CPA, engagement partner), together with the reports of the independent registered public accounting firm thereon. Such financial statements shall include consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive income (loss), consolidated statements of changes in equity, and consolidated statements of cash flows, together with the notes thereto. | Borrower
57. | W-9 Forms — Internal Revenue Service Forms W-9 (Request for Taxpayer Identification Number and Certification) for each domestic Loan Party, duly completed and executed by an authorized officer of each such entity. | C&H / Borrower
58. | Rating Agency Confirmation Letters — written confirmation of ratings from: | Borrower / Stonebridge Advisory
(a) Keystone Ratings Group, Inc.: B1 corporate family rating; B1 facility rating for the Term Loan B; and
(b) Sentinel Credit Analytics, LLC: B+ corporate credit rating; BB- facility rating for the Term Loan B.
59. | Notice of Borrowing — a Borrowing Request in the form of Exhibit C to the Credit Agreement, from Nexford Industrial Holdings Inc. to Crescent Harbor Bank, N.A., as Administrative Agent, requesting the initial funding of the full $1,400,000,000 commitment amount under the Term Loan B on the Closing Date, specifying (a) the aggregate principal amount of the borrowing, (b) the Interest Period, (c) the Type of Borrowing (Term SOFR Loans), and (d) the account(s) to which proceeds are to be disbursed. Such Borrowing Request shall be delivered not later than 2:00 p.m. (New York City time) three (3) Business Days prior to the Closing Date (i.e., not later than March 25, 2025). | C&H / Borrower
Item No. | Document Description | Responsible Party | Status
60.* | Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing — covering the real property located at 1400 Industrial Parkway, Schaumburg, IL 60173 (appraised value: $85,000,000), made by the applicable Loan Party in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. To be recorded in the Office of the Recorder of Deeds, Cook County, Illinois. Due by April 30, 2025. | C&H / H&W
61.* | Mortgage — covering the real property located at 2750 Commerce Drive, Rockford, IL 61101 (appraised value: $42,000,000), made by the applicable Loan Party in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. To be recorded in the Office of the Recorder of Deeds, Winnebago County, Illinois. Due by April 30, 2025. | C&H / H&W
62.* | Mortgage — covering the real property located at 600 Manufacturers Row, Greenville, SC 29607 (appraised value: $38,000,000), made by the applicable Loan Party in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. To be recorded in the Office of the Register of Deeds, Greenville County, South Carolina. Due by April 30, 2025. | C&H
63.* | Mortgage — covering the real property located at 9100 Westpark Industrial Boulevard, Houston, TX 77063 (appraised value: $28,000,000), made by the applicable Loan Party in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties. To be recorded in the Office of the County Clerk, Harris County, Texas. Due by April 30, 2025. | C&H
64.* | Title Insurance Policies — lender's title insurance policies issued by Landmark Title Assurance Company for each of the four (4) mortgaged properties described in Items 60 through 63 above, in amounts equal to the appraised values of such properties (or such other amounts as may be agreed by the Collateral Agent), insuring the first-priority lien of the applicable Mortgage, subject only to Permitted Encumbrances, together with such endorsements as the Collateral Agent may reasonably require. Due by April 30, 2025. | Borrower / Landmark Title
65.* | UCC-3 Termination Statements — filed UCC-3 termination statements evidencing the termination of all existing UCC-1 financing statements filed by or on behalf of Atlas Meridian Bank, N.A. (or its predecessors or assigns) as secured party in the following jurisdictions: Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan. Target filing: March 31, 2025. File-stamped copies to be delivered promptly upon receipt from the applicable filing offices. | C&H
66.* | Delivery of Original Executed Documents and Closing Binder Compilation — delivery to the Administrative Agent and Collateral Agent of originally executed counterparts of all Loan Documents, together with a complete closing binder containing an index, copies of all executed documents, and all exhibits, schedules, and attachments thereto. Closing binders to be compiled and distributed by Calderwood & Harkness LLP to each party and counsel identified on the distribution list. | C&H
Item No. | Document Description | Responsible Party | Status
67. | Compiled Signature Pages for the Credit Agreement — executed signature pages for the Credit Agreement from all parties, including Nexford Industrial Holdings Inc. (as Borrower), each Guarantor party thereto, Crescent Harbor Bank, N.A. (as Administrative Agent and Collateral Agent), and each Lender. Signature pages are to be circulated for execution beginning March 25, 2025, with fully executed counterparts to be held in escrow by Calderwood & Harkness LLP pending authorization to release upon satisfaction of all conditions precedent to closing. | C&H / W&G
68. | Compiled Signature Pages for the Guarantee Agreement — executed signature pages for the Guarantee Agreement from all Guarantors, including Granite Peak NIH Holdings, LLC and each of the eleven (11) Subsidiary Guarantors. | C&H
69. | Compiled Signature Pages for the Security Agreement, all Pledge Agreements, and intellectual Property Security Agreement — executed signature pages for (a) the Security Agreement (Personal Property), (b) the Holdings Pledge Agreement, (c) the Borrower Pledge Agreement, (d) each of the ten (10) Subsidiary Pledge Agreements, (e) the CFC Holdco Limited Pledge Agreement, and (f) the intellectual Property Security Agreement, in each case from all applicable parties thereto. | C&H
70. | Compiled Signature Pages for the First Lien/Unsecured Intercreditor Agreement — executed signature pages for the First Lien/Unsecured Intercreditor Agreement from (a) Crescent Harbor Bank, N.A., in its capacity as First Lien Collateral Agent, (b) Pinnacle Trust Company, in its capacity as Trustee under the Indenture governing the 7.250% Senior Unsecured Notes due 2028, and (c) Nexford Industrial Holdings Inc. | C&H / W&G