CLOSING AGENDA

CLOSING AGENDA
$1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization
Borrower: Nexford Industrial Holdings Inc.
Administrative Agent and Collateral Agent: Crescent Harbor Bank, N.A.
Date of Closing: March 28, 2025
Prepared by:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Matter No. 1005-00001
FINAL VERSION — Dated March 27, 2025
Contact Information:
Marcus Leung, Lead Associate Calderwood & Harkness LLP Telephone: (212) 558-4200
Email: marcus.leung@calderwoodharkness.com
Sophie Tremblay, Working Associate Calderwood & Harkness LLP Telephone: (212) 558-4315
Email: sophie.tremblay@calderwoodharkness.com
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INTRODUCTION
This Closing Agenda sets forth the documents, instruments, certificates, and other deliverables required to be delivered in connection with the closing (the "Closing") on March 28, 2025 of the $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B Facility") pursuant to that certain Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower" or "Nexford"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Crescent Harbor Bank, N.A., as Sole Lead Left Arranger and Bookrunner, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders from time to time party thereto.
The proceeds of the Term Loan B Facility will be used to (i) refinance in full the existing first lien term loan and revolving credit facility with Atlas Meridian Bank, N.A., as administrative agent, under the Existing Credit Agreement dated as of June 14, 2019, as amended (the "Existing Credit Facility"), (ii) fund a dividend recapitalization to Granite Peak NIH Holdings, LLC ("Holdings"), the direct parent of the Borrower, (iii) pay transaction fees and expenses incurred in connection with the foregoing, and (iv) provide cash to the Borrower's balance sheet for general corporate purposes. The Credit Agreement and the other Transaction Documents are governed by the laws of the State of New York.
All documents listed herein are being delivered at the Closing unless otherwise indicated. Items marked "[Post-Closing]" are to be delivered after the Closing Date within the time periods specified herein and in the Credit Agreement.
LEGEND / KEY TO ABBREVIATIONS
The following abbreviations and conventions are used throughout this Closing Agenda:
Notation Conventions:
•  The party responsible for the preparation or procurement of each document is indicated in parentheses following the description of such document.
•  The number of counterparts required is noted where applicable.
•  Whether originals or PDF/electronic copies are required is indicated for each item.
•  Items to be delivered after the Closing Date are identified with the notation "[Post-Closing]" and include the applicable delivery deadline.
TAB A — CREDIT AGREEMENT
A-1. Credit Agreement — Execution Version
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, Crescent Harbor Bank, N.A., as Sole Lead Left Arranger and Bookrunner, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders from time to time party thereto, providing for a $1,400,000,000 Senior Secured Term Loan B Facility.
Key Terms:
•  Facility Amount: $1,400,000,000
•  Maturity Date: March 28, 2032 (seven years from the Closing Date)
•  Interest Rate: Term SOFR plus 400 basis points per annum, subject to a SOFR floor of 0.75%
•  Amortization: 1.00% per annum of the original principal amount of the Term Loan B, payable in equal quarterly installments of $3,500,000, with the balance due at maturity
•  Governing Law: State of New York
Prepared by W&G; marked and negotiated by C&H on behalf of the Borrower. Executed by all parties in counterparts. Originals to be held by the Administrative Agent.
A-2. Schedules and Exhibits to Credit Agreement
All schedules and exhibits to the Credit Agreement, including without limitation:
Schedules:
•  Schedule 1.01(a) — Subsidiary List and Organizational Information
•  Schedule 1.01(b) — Permitted Liens (Existing Liens)
•  Schedule 1.01(c) — Permitted Indebtedness (Existing Indebtedness)
•  Schedule 4.04 — Material Contracts
•  Schedule 4.06 — Litigation and Proceedings
•  Schedule 4.07 — Intellectual Property
•  Schedule 4.08 — Real Property (Owned and Leased)
•  Schedule 4.09 — Insurance
•  Schedule 4.10 — Environmental Matters
•  Schedule 4.11 — Tax Matters
•  Schedule 4.13 — Labor Matters
•  Schedule 4.14 — ERISA Matters
•  Schedule 4.16 — Deposit Accounts and Securities Accounts
•  Schedule 6.01 — Existing Indebtedness
•  Schedule 6.02 — Existing Liens
•  Schedule 6.04 — Existing Investments
Exhibits:
•  Exhibit A — Form of Borrowing Request
•  Exhibit B — Form of Compliance Certificate
•  Exhibit C — Form of Assignment and Assumption
•  Exhibit D — Form of Prepayment Notice
•  Exhibit E — Form of Promissory Note
•  Exhibit F — Form of Intercompany Note
•  Exhibit G — Form of Joinder Agreement (Guarantee and Security)
•  Exhibit H — Form of Solvency Certificate
•  Exhibit I — Form of Closing Certificate
All schedules prepared by the Borrower and its counsel (C&H and KB&A). All exhibits prepared by W&G and C&H.
TAB B — GUARANTEE AGREEMENT
B-1. Guarantee Agreement — Execution Version
Guarantee Agreement dated as of March 28, 2025, among Granite Peak NIH Holdings, LLC, as Holdings Guarantor, and each Subsidiary Guarantor listed below, in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties.
Holdings Guarantor:
•  Granite Peak NIH Holdings, LLC, a Delaware limited liability company
Subsidiary Guarantors (10 entities):
1.  Nexford Precision Components, Inc., a Delaware corporation
2.  Nexford Engineered Systems, LLC, a Delaware limited liability company
3.  Nexford Coatings & Surface Technologies, Inc., a Delaware corporation
4.  Nexford Manufacturing Services, LLC, an Illinois limited liability company
5.  Nexford Properties, LLC, a Delaware limited liability company
6.  Nexford International Holdings, Inc., a Delaware corporation
7.  Clearfield Tool & Die, Inc., a Pennsylvania corporation
8.  Summit Industrial Fabrication Co., a South Carolina corporation
9.  Ridgepoint Specialty Coatings, LLC, a Texas limited liability company
10.  Lakeshore Precision Engineering, Inc., a Michigan corporation
Total of 11 Guarantors (including Holdings). The Guarantee Agreement provides for the unconditional guaranty by each Guarantor of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents. The Guarantee Agreement includes customary provisions relating to subrogation, contribution, and reinstatement.
Prepared by C&H. Executed by all Guarantors in counterparts. Originals delivered to the Collateral Agent.
TAB C — SECURITY AND PLEDGE DOCUMENTS
C-1. Security Agreement (Personal Property) — Execution Version
Security Agreement dated as of March 28, 2025, among the Borrower, each of the Guarantors, and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties.
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 of each Loan Party, including without limitation:
•  All accounts receivable
•  All inventory
•  All equipment
•  All intellectual property (patents, trademarks, copyrights, trade secrets, and related rights)
•  All deposit accounts
•  All securities accounts
•  All general intangibles (including payment intangibles and software)
•  All intercompany notes and instruments
•  All chattel paper (electronic and tangible)
•  All documents and letters of credit
•  All investment property
•  All commercial tort claims (to the extent identified and exceeding the applicable threshold)
•  All proceeds and products of any and all of the foregoing
Excluded Assets:
•  Motor vehicles with a book value below $250,000 per vehicle
•  Letter of credit rights with a face amount under $1,000,000
•  Commercial tort claims with a value below $2,500,000
•  Any asset where the cost of pledging would be excessive in relation to the benefit to the Secured Parties, as reasonably determined by the Borrower and the Collateral Agent
•  Any asset to the extent that the granting of a security interest therein would violate applicable law or contractual provisions (subject to the applicable anti-assignment override provisions of the UCC)
Prepared by C&H. Executed by the Borrower, all Guarantors, and the Collateral Agent. Originals delivered to the Collateral Agent.
C-2. Holdings Pledge Agreement — Execution Version
Holdings Pledge Agreement dated as of March 28, 2025, pursuant to which Granite Peak NIH Holdings, LLC pledges 100% of its equity interests in Nexford Industrial Holdings Inc. (consisting of 1,000 shares of common stock, par value $0.01 per share, representing all of the issued and outstanding shares of capital stock of the Borrower) to Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties.
Prepared by C&H. Executed by Granite Peak NIH Holdings, LLC and acknowledged by the Collateral Agent. Stock certificate(s) and undated stock power(s) executed in blank delivered to the Collateral Agent (see Tab C-10).
C-3. Borrower Pledge Agreement — Execution Version
Borrower Pledge Agreement dated as of March 28, 2025, pursuant to which Nexford Industrial Holdings Inc. pledges 100% of the equity interests in each of its direct domestic subsidiaries to Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties.
The pledged interests include:
•  100% of the issued and outstanding shares of common stock of Nexford Precision Components, Inc.
•  100% of the membership interests in Nexford Engineered Systems, LLC
•  100% of the issued and outstanding shares of common stock of Nexford Coatings & Surface Technologies, Inc.
•  100% of the membership interests in Nexford Manufacturing Services, LLC
•  100% of the membership interests in Nexford Properties, LLC
•  100% of the issued and outstanding shares of common stock of Nexford International Holdings, Inc.
Prepared by C&H. Executed by Nexford Industrial Holdings Inc. and acknowledged by the Collateral Agent. Stock certificates, membership interest certificates, and undated stock/transfer powers executed in blank delivered to the Collateral Agent (see Tab C-10).
C-4. Subsidiary Pledge Agreements — Execution Versions
Pledge Agreements, each dated as of March 28, 2025, executed by each Subsidiary Guarantor, pledging 100% of the equity interests in each of its respective lower-tier domestic subsidiaries to Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties.
Subsidiary Guarantors delivering Subsidiary Pledge Agreements:
1.  Nexford Precision Components, Inc. — pledging equity interests in its lower-tier subsidiaries, if any
2.  Nexford Engineered Systems, LLC — pledging equity interests in its lower-tier subsidiaries, if any
3.  Nexford Coatings & Surface Technologies, Inc. — pledging equity interests in its lower-tier subsidiaries, if any
4.  Nexford Manufacturing Services, LLC — pledging equity interests in its lower-tier subsidiaries, if any
5.  Nexford Properties, LLC — pledging equity interests in its lower-tier subsidiaries, if any
6.  Nexford International Holdings, Inc. — pledging equity interests in Nexford Canada Holdings ULC (see Tab C-5 for limited pledge)
7.  Clearfield Tool & Die, Inc. — pledging equity interests in its lower-tier subsidiaries, if any
8.  Summit Industrial Fabrication Co. — pledging equity interests in its lower-tier subsidiaries, if any
9.  Ridgepoint Specialty Coatings, LLC — pledging equity interests in its lower-tier subsidiaries, if any
10.  Lakeshore Precision Engineering, Inc. — pledging equity interests in its lower-tier subsidiaries, if any
Each prepared by C&H. Executed in counterparts. Stock certificates, membership interest certificates, and undated stock/transfer powers executed in blank delivered to the Collateral Agent (see Tab C-10).
C-5. CFC Holdco Limited Pledge Agreement — Execution Version
Limited Pledge Agreement dated as of March 28, 2025, executed by Nexford International Holdings, Inc., as Pledgor, in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which Nexford International Holdings, Inc. pledges:
•  65% of the voting equity interests in Nexford Canada Holdings ULC, an unlimited liability company organized under the laws of the Province of British Columbia; and
•  100% of the non-voting equity interests (if any) in Nexford Canada Holdings ULC
to the Collateral Agent for the benefit of the Secured Parties. The limited pledge is consistent with the terms of the Credit Agreement, which restrict the pledge of equity interests in first-tier controlled foreign corporations and CFC holdcos to 65% of voting equity and 100% of non-voting equity.
Prepared by C&H. Executed by Nexford International Holdings, Inc. and acknowledged by the Collateral Agent.
C-6. Intellectual Property Security Agreement — Execution Version
Intellectual Property Security Agreement dated as of March 28, 2025, among the Borrower, each of the Guarantors owning registered intellectual property, and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, granting a first-priority security interest in all patents, patent applications, trademarks, trademark applications, copyrights, copyright applications, and all related intellectual property rights of the Borrower and the Guarantors to the Collateral Agent.
The IP Security Agreement is intended for recording with the United States Patent and Trademark Office ("USPTO") and the United States Copyright Office, as applicable, and supplements the security interests granted under the Security Agreement (Tab C-1).
Prepared by C&H. Executed by the Borrower, each applicable Guarantor, and the Collateral Agent.
C-7. Deposit Account Control Agreements — Execution Versions
Deposit Account Control Agreements ("DACAs"), each dated as of March 28, 2025, granting Crescent Harbor Bank, N.A., as Collateral Agent, control over the deposit accounts of the Loan Parties maintained at the following institutions:
(a) Deposit accounts maintained at Crescent Harbor Bank, N.A. — DACA executed among the applicable Loan Party, Crescent Harbor Bank, N.A. (as depository bank), and Crescent Harbor Bank, N.A. (as Collateral Agent). Springing control arrangement.
(b) Operating accounts maintained at Redstone National Bank — DACA executed among the applicable Loan Party, Redstone National Bank (as depository bank), and Crescent Harbor Bank, N.A. (as Collateral Agent), covering the following deposit accounts:
•  Account No. ending in -4471 (primary operating account)
•  Account No. ending in -4472 (payroll disbursement account)
•  Account No. ending in -6633 (vendor payment account)
Each DACA provides for "springing" control, pursuant to which the Collateral Agent may issue a "Notice of Exclusive Control" upon the occurrence and during the continuance of an Event of Default under the Credit Agreement.
Prepared by C&H with input from the respective depository banks. Executed by all applicable parties.
C-8. Securities Account Control Agreements — Execution Versions
Securities Account Control Agreements ("SACAs"), each dated as of March 28, 2025, granting Crescent Harbor Bank, N.A., as Collateral Agent, control over the securities accounts of the Loan Parties, executed among the applicable Loan Party, the applicable securities intermediary, and Crescent Harbor Bank, N.A., as Collateral Agent.
Each SACA provides for "springing" control consistent with the terms of the DACAs and the Credit Agreement.
Prepared by C&H. Executed by all applicable parties.
C-9. Intercompany Note — Execution Version
Intercompany Promissory Note dated as of March 28, 2025, evidencing intercompany loans from Nexford Industrial Holdings Inc. to its direct and indirect subsidiaries, in the form required by the Credit Agreement. The original executed Intercompany Note has been endorsed by the Borrower and pledged to Crescent Harbor Bank, N.A., as Collateral Agent, pursuant to the Security Agreement and the applicable Pledge Agreement.
Prepared by C&H. Original endorsed note delivered to the Collateral Agent.
C-10. Stock/Membership Interest Certificates and Stock/Transfer Powers
Originals of stock certificates and membership interest certificates for all pledged equity interests, together with undated stock powers or irrevocable transfer documents executed in blank, delivered to Crescent Harbor Bank, N.A., as Collateral Agent.
Certificates and Transfer Powers Delivered:
All originals delivered to the Collateral Agent in a sealed package at Closing.
TAB D — INTERCREDITOR AGREEMENT
D-1. First Lien/Unsecured Intercreditor Agreement — Execution Version
Intercreditor Agreement dated as of March 28, 2025 (the "Intercreditor Agreement"), among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as trustee under the Indenture dated as of October 1, 2021, governing the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 (the "Unsecured Notes"), and Nexford Industrial Holdings Inc., as Borrower.
The Intercreditor Agreement governs the relative rights, priorities, and remedies of the holders of the first lien secured obligations (including the Term Loan B) and the holders of the Unsecured Notes with respect to:
•  Priority of claims and liens on the Collateral
•  Enforcement standstills and limitations on the Unsecured Notes Trustee's ability to exercise remedies against Collateral
•  Application of proceeds waterfall upon any enforcement action or disposition of Collateral
•  Rights in bankruptcy, insolvency, and similar proceedings
•  Customary provisions regarding the purchase of first lien debt by unsecured noteholders
Governed by the laws of the State of New York. Prepared by W&G and negotiated by C&H on behalf of the Borrower. Executed by all parties in counterparts. Originals delivered to the First Lien Collateral Agent.
TAB E — UCC FINANCING STATEMENTS
E-1. UCC-1 Financing Statement — Delaware Secretary of State (Nexford Industrial Holdings Inc.)
UCC-1 Financing Statement naming Nexford Industrial Holdings Inc. as Debtor and Crescent Harbor Bank, N.A. as Secured Party. Filed with the Delaware Secretary of State. Delaware File No. 5765432. Covers all assets in which a security interest has been granted under the Security Agreement.
(Prepared by C&H)
E-2. UCC-1 Financing Statement — Delaware Secretary of State (Granite Peak NIH Holdings, LLC)
UCC-1 Financing Statement naming Granite Peak NIH Holdings, LLC as Debtor and Crescent Harbor Bank, N.A. as Secured Party. Filed with the Delaware Secretary of State. Delaware File No. 7234891. Covers all assets in which a security interest has been granted under the Security Agreement and Holdings Pledge Agreement.
(Prepared by C&H)
E-3. UCC-1 Financing Statement — Delaware Secretary of State (Nexford Precision Components, Inc.)
UCC-1 Financing Statement naming Nexford Precision Components, Inc. as Debtor and Crescent Harbor Bank, N.A. as Secured Party. Filed with the Delaware Secretary of State. Covers all assets in which a security interest has been granted under the Security Agreement and applicable Subsidiary Pledge Agreement.
(Prepared by C&H)
E-4. UCC-1 Financing Statement — Delaware Secretary of State (Nexford Engineered Systems, LLC)
UCC-1 Financing Statement naming Nexford Engineered Systems, LLC as Debtor and Crescent Harbor Bank, N.A. as Secured Party. Filed with the Delaware Secretary of State. Covers all assets in which a security interest has been granted under the Security Agreement and applicable Subsidiary Pledge Agreement.
(Prepared by C&H)
E-5. UCC-1 Financing Statement — Delaware Secretary of State (Nexford Coatings & Surface Technologies, Inc.)
UCC-1 Financing Statement naming Nexford Coatings & Surface Technologies, Inc. as Debtor and Crescent Harbor Bank, N.A. as Secured Party. Filed with the Delaware Secretary of State. Covers all assets in which a security interest has been granted under the Security Agreement and applicable Subsidiary Pledge Agreement.
(Prepared by C&H)
E-6. UCC-1 Financing Statement — Illinois Secretary of State (Nexford Manufacturing Services, LLC)
UCC-1 Financing Statement naming Nexford Manufacturing Services, LLC, an Illinois limited liability company, as Debtor and Crescent Harbor Bank, N.A. as Secured Party. Filed with the Illinois Secretary of State. Covers all assets in which a security interest has been granted under the Security Agreement and applicable Subsidiary Pledge Agreement.
(Prepared by C&H with filing assistance from H&W)
E-7. UCC-1 Financing Statement — Delaware Secretary of State (Nexford Properties, LLC)
UCC-1 Financing Statement naming Nexford Properties, LLC as Debtor and Crescent Harbor Bank, N.A. as Secured Party. Filed with the Delaware Secretary of State. Covers all assets in which a security interest has been granted under the Security Agreement and applicable Subsidiary Pledge Agreement.
(Prepared by C&H)
E-8. UCC-1 Financing Statement — Delaware Secretary of State (Nexford International Holdings, Inc.)
UCC-1 Financing Statement naming Nexford International Holdings, Inc. as Debtor and Crescent Harbor Bank, N.A. as Secured Party. Filed with the Delaware Secretary of State. Covers all assets in which a security interest has been granted under the Security Agreement, applicable Subsidiary Pledge Agreement, and CFC Holdco Limited Pledge Agreement.
(Prepared by C&H)
E-9. UCC-1 Financing Statement — Pennsylvania Department of State (Clearfield Tool & Die, Inc.)
UCC-1 Financing Statement naming Clearfield Tool & Die, Inc., a Pennsylvania corporation, as Debtor and Crescent Harbor Bank, N.A. as Secured Party. Filed with the Pennsylvania Department of State. Covers all assets in which a security interest has been granted under the Security Agreement and applicable Subsidiary Pledge Agreement.
(Prepared by C&H)
E-10. UCC-1 Financing Statement — South Carolina Secretary of State (Summit Industrial Fabrication Co.)
UCC-1 Financing Statement naming Summit Industrial Fabrication Co., a South Carolina corporation, as Debtor and Crescent Harbor Bank, N.A. as Secured Party. Filed with the South Carolina Secretary of State. Covers all assets in which a security interest has been granted under the Security Agreement and applicable Subsidiary Pledge Agreement.
(Prepared by C&H)
E-11. UCC-1 Financing Statement — Texas Secretary of State (Ridgepoint Specialty Coatings, LLC)
UCC-1 Financing Statement naming Ridgepoint Specialty Coatings, LLC, a Texas limited liability company, as Debtor and Crescent Harbor Bank, N.A. as Secured Party. Filed with the Texas Secretary of State. Covers all assets in which a security interest has been granted under the Security Agreement and applicable Subsidiary Pledge Agreement.
(Prepared by C&H)
E-12. UCC-1 Financing Statement — Michigan Department of State (Lakeshore Precision Engineering, Inc.)
UCC-1 Financing Statement naming Lakeshore Precision Engineering, Inc., a Michigan corporation, as Debtor and Crescent Harbor Bank, N.A. as Secured Party. Filed with the Michigan Department of State. Covers all assets in which a security interest has been granted under the Security Agreement and applicable Subsidiary Pledge Agreement.
(Prepared by C&H)
TAB F — CLOSING CERTIFICATES AND OFFICER'S CERTIFICATES
F-1. Closing Certificate of the Borrower (Nexford)
Closing Certificate of Nexford Industrial Holdings Inc. dated as of March 28, 2025, executed by an authorized officer of the Borrower, certifying the satisfaction of all conditions precedent to the initial borrowing under the Credit Agreement as set forth in Section 4.01 thereof, including without limitation the truth and correctness of all representations and warranties, the absence of any Default or Event of Default, and the delivery of all required documents, certificates, and opinions.
(Prepared by C&H)
F-2. Officer's Certificate of the Borrower — Representations and Warranties; No Default
Officer's Certificate of Nexford Industrial Holdings Inc. dated as of March 28, 2025, signed by Michelle Kaplan, Chief Financial Officer, certifying that:
(a) all representations and warranties of the Borrower and each Guarantor contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of the Closing Date, with the same effect as though made on and as of such date (except for representations and warranties that expressly relate to a specific earlier date, which shall be true and correct in all material respects as of such earlier date);
(b) no Event of Default or Default has occurred and is continuing as of the Closing Date or would result from the consummation of the transactions contemplated by the Credit Agreement and the other Loan Documents; and
(c) since December 31, 2023 (the date of the most recent audited financial statements delivered to the Administrative Agent), no event or condition has occurred that has had or could reasonably be expected to have a Material Adverse Effect.
(Prepared by C&H)
F-3. Secretary's Certificate of the Borrower — Incumbency, Resolutions, Organizational Documents
Secretary's Certificate of Nexford Industrial Holdings Inc. dated as of March 28, 2025, signed by David Engstrom, General Counsel and Corporate Secretary of the Borrower, certifying as to and attaching:
(i) true, correct, and complete copies of the Board Resolutions of the Borrower adopted on January 13, 2025, authorizing the execution, delivery, and performance of the Credit Agreement and the other Transaction Documents, including the incurrence of the $1,400,000,000 Term Loan B, the refinancing of the Existing Credit Facility, and the dividend recapitalization;
(ii) true, correct, and complete certified copies of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Borrower, each as currently in effect;
(iii) the incumbency and specimen signatures of each authorized signatory of the Borrower, including:
•  James Thornton, Chief Executive Officer
•  Michelle Kaplan, Chief Financial Officer
•  David Engstrom, General Counsel and Corporate Secretary
(Prepared by C&H)
F-4. Secretary's Certificate of Granite Peak NIH Holdings, LLC (Holdings Guarantor)
Secretary's Certificate (or equivalent officer's certificate) of Granite Peak NIH Holdings, LLC dated as of March 28, 2025, certifying as to and attaching:
(i) true, correct, and complete copies of the Written Consent of the Manager(s)/Member(s) of Granite Peak NIH Holdings, LLC adopted on January 13, 2025, authorizing the execution, delivery, and performance of the Guarantee Agreement, the Holdings Pledge Agreement, the Security Agreement, and each other Transaction Document to which Holdings is a party;
(ii) true, correct, and complete certified copies of the Certificate of Formation of Granite Peak NIH Holdings, LLC as filed with the Delaware Secretary of State, together with all amendments thereto;
(iii) a true, correct, and complete copy of the Limited Liability Company Agreement of Granite Peak NIH Holdings, LLC, as currently in effect; and
(iv) the incumbency and specimen signatures of each authorized signatory of Holdings.
(Prepared by KB&A)
F-5. Secretary's Certificates of Each Subsidiary Guarantor (10 Certificates)
Secretary's Certificates (or equivalent officer's certificates) of each Subsidiary Guarantor, each dated as of March 28, 2025, certifying as to and attaching the resolutions, organizational documents, and incumbency certificates of each such Subsidiary Guarantor, as follows:
1.  Nexford Precision Components, Inc. (Delaware corporation) — Board resolutions, certificate of incorporation, bylaws, incumbency
2.  Nexford Engineered Systems, LLC (Delaware LLC) — Manager/member resolutions, certificate of formation, LLC agreement, incumbency
3.  Nexford Coatings & Surface Technologies, Inc. (Delaware corporation) — Board resolutions, certificate of incorporation, bylaws, incumbency
4.  Nexford Manufacturing Services, LLC (Illinois LLC) — Manager/member resolutions, certificate of organization, operating agreement, incumbency
5.  Nexford Properties, LLC (Delaware LLC) — Manager/member resolutions, certificate of formation, LLC agreement, incumbency
6.  Nexford International Holdings, Inc. (Delaware corporation) — Board resolutions, certificate of incorporation, bylaws, incumbency
7.  Clearfield Tool & Die, Inc. (Pennsylvania corporation) — Board resolutions, articles of incorporation, bylaws, incumbency
8.  Summit Industrial Fabrication Co. (South Carolina corporation) — Board resolutions, articles of incorporation, bylaws, incumbency
9.  Ridgepoint Specialty Coatings, LLC (Texas LLC) — Manager/member resolutions, certificate of formation, company agreement, incumbency
10.  Lakeshore Precision Engineering, Inc. (Michigan corporation) — Board resolutions, articles of incorporation, bylaws, incumbency
Each such certificate certifies the authorization of the execution, delivery, and performance of the Guarantee Agreement, the Security Agreement, the applicable Pledge Agreement(s), and each other Transaction Document to which such Subsidiary Guarantor is a party.
(Prepared by C&H, with assistance from H&W for Nexford Manufacturing Services, LLC)
F-6. Solvency Certificate
Solvency Certificate dated as of March 28, 2025, executed by Michelle Kaplan, Chief Financial Officer of Nexford Industrial Holdings Inc., in the form attached as Exhibit H to the Credit Agreement, certifying that, after giving pro forma effect to the consummation of the transactions contemplated by the Credit Agreement and the other Transaction Documents (including the borrowing of the full $1,400,000,000 Term Loan B, the refinancing of the existing $879,375,000 first lien term loan under the Existing Credit Facility, and the payment of the approximately $335,000,000 dividend to Granite Peak NIH Holdings, LLC), Nexford Industrial Holdings Inc. and its subsidiaries, on a consolidated basis:
(a) are Solvent — the fair value of the assets of the Borrower and its subsidiaries, on a consolidated basis, exceeds the total amount of their liabilities (including contingent liabilities);
(b) are able to pay their debts as they become due in the ordinary course of business; and
(c) do not have unreasonably small capital with which to conduct their business.
(Prepared by C&H)
F-7. Borrower's Certificate — Pro Forma Compliance (Leverage Ratios)
Certificate of Nexford Industrial Holdings Inc. dated as of March 28, 2025, signed by Michelle Kaplan, Chief Financial Officer, certifying pro forma compliance with the financial covenants set forth in the Credit Agreement, after giving effect to the transactions contemplated thereby, as follows:
(a) Pro Forma First Lien Net Leverage Ratio:
Approximately 3.38x, calculated as follows:
•  First Lien Secured Debt: $1,400,000,000 (Term Loan B)
•  Less: Unrestricted Cash and Cash Equivalents: ($100,000,000)
•  Net First Lien Secured Debt: $1,300,000,000
•  LTM Consolidated Adjusted EBITDA (for the period ending December 31, 2024): $385,000,000
•  First Lien Net Leverage Ratio: $1,300,000,000 ÷ $385,000,000 = approximately 3.38x
(b) Pro Forma Total Net Leverage Ratio:
Approximately 4.03x, calculated as follows:
•  Total Debt: $1,400,000,000 (Term Loan B) + $250,000,000 (Senior Unsecured Notes due 2028) = $1,650,000,000
•  Less: Unrestricted Cash and Cash Equivalents: ($100,000,000)
•  Total Net Debt: $1,550,000,000
•  LTM Consolidated Adjusted EBITDA: $385,000,000
•  Total Net Leverage Ratio: $1,550,000,000 ÷ $385,000,000 = approximately 4.03x
(c) Covenant Compliance:
The pro forma First Lien Net Leverage Ratio of approximately 3.38x is in compliance with the maximum First Lien Net Leverage Ratio covenant of 5.00x set forth in Section 7.11 of the Credit Agreement.
(Prepared by C&H with financial information provided by the Borrower)
F-8. Borrower's Certificate — Use of Proceeds Compliance (Sanctions / OFAC / Anti-Corruption)
Certificate of Nexford Industrial Holdings Inc. dated as of March 28, 2025, signed by Michelle Kaplan, Chief Financial Officer, certifying that:
(a) the proceeds of the Term Loan B will be used solely for the purposes set forth in the Credit Agreement, including (i) the refinancing of the Existing Credit Facility, (ii) the funding of the dividend recapitalization to Granite Peak NIH Holdings, LLC, (iii) the payment of transaction fees and expenses, and (iv) the provision of cash to the Borrower's balance sheet for general corporate purposes;
(b) no portion of the proceeds of the Term Loan B will be used, directly or indirectly, in violation of any Sanctions, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury of the United Kingdom, or any other relevant sanctions authority;
(c) no portion 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 acting in an official capacity on behalf of a government or government instrumentality, in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the UK Bribery Act 2010, or any other applicable anti-bribery or anti-corruption laws;
(d) no portion of the proceeds of the Term Loan B will be used, directly or indirectly, in violation of the Bank Secrecy Act of 1970, as amended, the USA PATRIOT Act (Title III of Pub. L. 107-56), or any other applicable anti-money laundering laws; and
(e) neither the Borrower, any of its subsidiaries, nor any of their respective directors, officers, employees, or agents is a Sanctioned Person (as defined in the Credit Agreement).
(Prepared by C&H)
F-9. Board Resolutions of the Borrower (Nexford) — Certified Copy
Certified copy of the Resolutions of the Board of Directors of Nexford Industrial Holdings Inc. adopted on January 13, 2025, authorizing:
(a) the incurrence of the $1,400,000,000 Term Loan B under the Credit Agreement;
(b) the refinancing in full of the Existing Credit Facility;
(c) the declaration and payment of the approximately $335,000,000 dividend to Granite Peak NIH Holdings, LLC;
(d) the execution, delivery, and performance of the Credit Agreement, the Guarantee Agreement, the Security Agreement, each Pledge Agreement, each other Loan Document, and each other Transaction Document to which the Borrower is a party; and
(e) the authorization of James Thornton, Michelle Kaplan, and David Engstrom, each acting singly, to execute, deliver, and perform all Transaction Documents on behalf of the Borrower and to take all actions necessary or desirable in connection therewith.
Certified as true, correct, and complete as of March 28, 2025 by David Engstrom, General Counsel and Corporate Secretary. Attached to the Secretary's Certificate (Tab F-3).
(Prepared by KB&A)
F-10. Manager/Member Resolutions of Granite Peak NIH Holdings, LLC — Certified Copy
Certified copy of the Written Consent of the Manager(s)/Member(s) of Granite Peak NIH Holdings, LLC, adopted on January 13, 2025, authorizing:
(a) the execution, delivery, and performance of the Guarantee Agreement, the Holdings Pledge Agreement, the Security Agreement, and each other Transaction Document to which Holdings is a party;
(b) the receipt of the approximately $335,000,000 dividend from the Borrower; and
(c) all related actions.
Certified as true, correct, and complete as of March 28, 2025. Attached to the Secretary's Certificate (Tab F-4).
(Prepared by KB&A)
F-11. Board/Manager Resolutions of Each Subsidiary Guarantor — Certified Copies
Certified copies of the resolutions (or written consents, as applicable) of the Board of Directors or Manager(s)/Member(s) of each of the 10 Subsidiary Guarantors, authorizing the execution, delivery, and performance of the Guarantee Agreement, the Security Agreement, the applicable Pledge Agreement(s), and each other Transaction Document to which such Subsidiary Guarantor is a party, each certified as true, correct, and complete as of March 28, 2025.
1.  Nexford Precision Components, Inc. — Board resolutions adopted January 13, 2025
2.  Nexford Engineered Systems, LLC — Manager consent adopted January 13, 2025
3.  Nexford Coatings & Surface Technologies, Inc. — Board resolutions adopted January 13, 2025
4.  Nexford Manufacturing Services, LLC — Manager consent adopted January 13, 2025
5.  Nexford Properties, LLC — Manager consent adopted January 13, 2025
6.  Nexford International Holdings, Inc. — Board resolutions adopted January 13, 2025
7.  Clearfield Tool & Die, Inc. — Board resolutions adopted January 13, 2025
8.  Summit Industrial Fabrication Co. — Board resolutions adopted January 13, 2025
9.  Ridgepoint Specialty Coatings, LLC — Manager consent adopted January 13, 2025
10.  Lakeshore Precision Engineering, Inc. — Board resolutions adopted January 13, 2025
Each attached to the respective Secretary's Certificate (Tab F-5).
(Prepared by C&H)
TAB G — GOOD STANDING AND ORGANIZATIONAL DOCUMENTS
G-1. Good Standing Certificates — All Loan Parties
Certificates of good standing (or certificates of existence, as applicable) for each Loan Party obtained from the applicable Secretary of State or comparable governmental authority, each dated within five (5) business days of the Closing Date, as follows:
Total: 12 Loan Parties (Borrower, Holdings, and 10 Subsidiary Guarantors). Note: Nexford International Holdings, Inc. is organized in Delaware; good standing certificate obtained from the Delaware Secretary of State.
(Obtained by C&H and Briarcliff for Delaware entities; H&W for Illinois entities)
G-2. Certified Copies of Organizational Documents — All Loan Parties
Certified copies of the certificates of incorporation, certificates of formation, articles of incorporation, or other formation documents, as applicable, for each Loan Party, obtained from the respective Secretary of State or comparable governmental authority, together with copies of the bylaws, operating agreements, or limited liability company agreements, as applicable, certified by an authorized officer of each such Loan Party.
•  For each corporation: Certified copy of Certificate/Articles of Incorporation and copy of Bylaws
•  For each LLC: Certified copy of Certificate/Articles of Formation/Organization and copy of LLC/Operating Agreement
(Obtained by C&H and Briarcliff for Delaware entities; H&W for Illinois entities)
G-3. Bring-Down Good Standing Certificates and Lien Search Confirmation
Bring-down good standing certificates for each Loan Party dated March 27, 2025, confirming that each Loan Party remains in good standing in its jurisdiction of organization as of the date immediately preceding the Closing Date.
Additionally, updated lien search results (UCC, federal tax lien, and judgment lien searches) for each Loan Party, confirming that no intervening liens, security interests, or encumbrances have been filed since the date of the original lien searches delivered during the due diligence period, other than Permitted Liens as defined in the Credit Agreement.
(Obtained by C&H)
TAB H — LEGAL OPINIONS
H-1. Legal Opinion of Calderwood & Harkness LLP — Enforceability, No Conflicts (NY Law)
Legal opinion of Calderwood & Harkness LLP, dated March 28, 2025, addressed to Crescent Harbor Bank, N.A., in its capacity as Administrative Agent, on behalf of the Lenders, covering:
(a) the enforceability of the Credit Agreement, the Guarantee Agreement, and the related Loan Documents as valid and binding obligations of each Loan Party party thereto, enforceable against each such Loan Party in accordance with their respective terms, subject to customary bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity;
(b) the absence of conflicts between the execution, delivery, and performance of the Transaction Documents and (i) applicable laws of the State of New York and (ii) applicable federal laws of the United States; and
(c) such other matters as are customary in opinions delivered in connection with leveraged finance transactions of this nature.
Subject to customary assumptions, qualifications, and limitations.
(Prepared by C&H — Responsible Partner: Claudia Merritt)
H-2. Legal Opinion of Calderwood & Harkness LLP — Security Interest Perfection (NY UCC)
Legal opinion of Calderwood & Harkness LLP, dated March 28, 2025, addressed to Crescent Harbor Bank, N.A., in its capacity as Collateral Agent, on behalf of the Secured Parties, covering:
(a) the creation and attachment of the security interests granted under the Security Agreement, the Pledge Agreements, and the IP Security Agreement;
(b) the perfection by filing of security interests in personal property of each Loan Party upon the filing of UCC-1 financing statements in the appropriate offices;
(c) the perfection by control of security interests in deposit accounts and securities accounts upon execution and delivery of the DACAs and SACAs;
(d) the perfection by delivery of security interests in pledged equity interests (certificated securities) upon delivery of stock certificates and membership interest certificates, together with duly executed stock powers and transfer documents, to the Collateral Agent; and
(e) the first-priority status of the foregoing security interests, subject to Permitted Liens and customary exceptions.
Subject to customary assumptions, qualifications, and limitations.
(Prepared by C&H — Responsible Partner: Claudia Merritt)
H-3. Legal Opinion of Hargrove & Whitmore LLP — Illinois Law (Enforceability and Perfection)
Legal opinion of Hargrove & Whitmore LLP, dated March 28, 2025, addressed to Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent, covering:
(a) the enforceability of the Transaction Documents under the laws of the State of Illinois as they relate to Illinois-organized Loan Parties (Nexford Manufacturing Services, LLC);
(b) the due organization and good standing of Nexford Manufacturing Services, LLC under the laws of the State of Illinois;
(c) the perfection of security interests in the personal property of Nexford Manufacturing Services, LLC under the Illinois Uniform Commercial Code upon the filing of UCC-1 financing statements with the Illinois Secretary of State; and
(d) such other matters as are customary under Illinois law.
Lead partner: Robert Kimura. Subject to customary assumptions, qualifications, and limitations.
(Prepared by H&W)
H-4. Legal Opinion of Briarcliff Legal Group PA — Delaware Law (Entity Opinions)
Legal opinion of Briarcliff Legal Group PA, dated March 28, 2025, addressed to Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent, covering:
(a) the due organization, valid existence, and good standing under the laws of the State of Delaware of each of the following Loan Parties:
•  Nexford Industrial Holdings Inc.
•  Granite Peak NIH Holdings, LLC
•  Nexford Precision Components, Inc.
•  Nexford Engineered Systems, LLC
•  Nexford Coatings & Surface Technologies, Inc.
•  Nexford Properties, LLC
•  Nexford International Holdings, Inc.
(b) the power and authority of each such Delaware-organized Loan Party to execute, deliver, and perform the Transaction Documents to which it is a party; and
(c) the due authorization by each such Delaware-organized Loan Party of the execution, delivery, and performance of the Transaction Documents to which it is a party.
Lead partner: Catherine Ellsworth. Subject to customary assumptions, qualifications, and limitations.
(Prepared by Briarcliff)
H-5. Opinion Back-Up Certificate of Borrower
Opinion Back-Up Certificate of Nexford Industrial Holdings Inc. dated as of March 28, 2025, providing factual representations from the Borrower upon which Calderwood & Harkness LLP relies in rendering the legal opinions described in Tabs H-1 and H-2, including representations regarding organizational status, pending or threatened litigation, governmental approvals, compliance with applicable laws, and the absence of agreements or instruments that would be violated by the consummation of the transactions contemplated by the Transaction Documents.
(Prepared by C&H; executed by David Engstrom, General Counsel and Corporate Secretary)
TAB I — PAYOFF AND REFINANCING DOCUMENTS
I-1. Payoff Letter from Atlas Meridian Bank, N.A.
Payoff Letter dated as of March 27, 2025, from Atlas Meridian Bank, N.A., as administrative agent under the Existing Credit Agreement dated as of June 14, 2019, as amended (including as amended by the Fourth Amendment dated September 12, 2024), confirming the payoff and termination amounts for the Existing Credit Facility, as follows:
Existing First Lien Term Loan:
•  Outstanding principal balance: $875,000,000
•  Accrued and unpaid interest (through March 28, 2025): approximately $4,375,000
•  Total Payoff Amount: $879,375,000
Existing Revolving Credit Facility:
•  Commitment amount: $190,000,000
•  Outstanding principal balance: $0
•  Commitment termination: Effective upon receipt of the Payoff Amount and delivery of the Payoff Letter
•  No breakage or other fees due
Prepayment Premium:
•  Waived pursuant to the Fourth Amendment to the Existing Credit Agreement dated September 12, 2024
Good Through Date: March 28, 2025 (5:00 p.m. Eastern Time); per diem interest accrual of approximately $145,833 per day thereafter if payoff is not completed on the Closing Date.
Contact: Sandra Vickers, Managing Director, Portfolio Management, Atlas Meridian Bank, N.A., 500 Liberty Avenue, Pittsburgh, PA 15222; Telephone: (412) 762-3300; Email: sandra.vickers@atlasmeridian.com.
Upon receipt of the Payoff Amount via wire transfer, Atlas Meridian Bank, N.A. agrees to execute and deliver the Lien Release Authorization Letter (Tab I-2) and authorize the filing of UCC-3 Termination Statements (Tab I-3).
(Obtained by C&H from Atlas Meridian's counsel)
I-2. Lien Release Authorization Letter — Atlas Meridian Bank, N.A.
Lien Release Authorization Letter dated as of March 27, 2025, from Atlas Meridian Bank, N.A., as administrative agent and collateral agent under the Existing Credit Agreement, authorizing the release of all liens, security interests, mortgages, pledges, assignments, and other encumbrances in favor of Atlas Meridian Bank, N.A. and the existing secured parties under the Existing Credit Facility upon receipt of the Payoff Amount in full on the Closing Date.
The Lien Release Authorization Letter authorizes:
(a) the filing of UCC-3 Termination Statements terminating all UCC-1 financing statements filed by or on behalf of Atlas Meridian Bank, N.A. against any Loan Party;
(b) the release and discharge of all mortgages, deeds of trust, and assignments of leases and rents recorded in connection with the Existing Credit Facility;
(c) the release and return of all pledged stock certificates, membership interest certificates, and stock/transfer powers; and
(d) the termination and release of all deposit account control agreements and securities account control agreements in favor of Atlas Meridian Bank, N.A.
(Obtained by C&H from Atlas Meridian's counsel)
I-3. UCC-3 Termination Statement Instructions and Forms — Atlas Meridian Liens
Pre-prepared UCC-3 Termination Statement forms for the termination of all UCC-1 financing statements filed by or on behalf of Atlas Meridian Bank, N.A. against the Loan Parties in the following jurisdictions:
•  Delaware Secretary of State (covering Nexford Industrial Holdings Inc., Granite Peak NIH Holdings, LLC, and all Delaware-organized subsidiaries)
•  Illinois Secretary of State (covering Nexford Manufacturing Services, LLC)
•  Pennsylvania Department of State (covering Clearfield Tool & Die, Inc.)
•  South Carolina Secretary of State (covering Summit Industrial Fabrication Co.)
•  Texas Secretary of State (covering Ridgepoint Specialty Coatings, LLC)
•  Michigan Department of State (covering Lakeshore Precision Engineering, Inc.)
Target filing date: March 31, 2025 (post-closing). See Tab M-6 for post-closing filing confirmation.
(Prepared by C&H)
TAB J — FUNDS FLOW AND WIRE INSTRUCTIONS
J-1. Funds Flow Memorandum — Execution Version
Funds Flow Memorandum dated as of March 27, 2025, reviewed and signed by all parties, setting forth the detailed flow of funds in connection with the Closing, as follows:
SOURCES:
USES:
The Funds Flow Memorandum includes detailed wire transfer instructions for each recipient and the timing and sequencing of each wire transfer. All wire transfers are to be initiated by Crescent Harbor Bank, N.A. as Administrative Agent on the Closing Date upon confirmation of the satisfaction (or waiver) of all conditions precedent to the initial borrowing.
(Prepared by C&H with input from W&G and KB&A)
J-2. Wire Transfer Instructions — Nexford Accounts
Wire transfer instructions dated March 26, 2025, provided by Nexford Industrial Holdings Inc. to the Administrative Agent, setting forth the bank account details for Nexford's designated accounts to receive Term Loan B proceeds (net of amounts distributed directly to other payees pursuant to the Funds Flow Memorandum), including:
•  Bank Name, ABA/Routing Number, Account Number, Account Name, and Reference Information for the Borrower's primary operating account
•  Authorization from the Borrower confirming the accuracy of such wire transfer instructions
(Provided by the Borrower; confirmed by C&H)
J-3. Wire Transfer Instructions — Atlas Meridian Payoff
Wire transfer instructions dated March 26, 2025, provided by Atlas Meridian Bank, N.A. to the Administrative Agent and the Borrower, setting forth the bank account details for the wire transfer of the Payoff Amount of $879,375,000 in connection with the full repayment and termination of the Existing Credit Facility, including:
•  Bank Name, ABA/Routing Number, Account Number, Account Name, and Reference Information
•  Good-through date and per diem interest accrual amount
•  Confirmation contact at Atlas Meridian Bank, N.A. (Sandra Vickers, (412) 762-3300)
(Provided by Atlas Meridian Bank, N.A.; confirmed by C&H)
J-4. Wire Transfer Instructions — Granite Peak NIH Holdings (Dividend)
Wire transfer instructions dated March 26, 2025, provided by Granite Peak NIH Holdings, LLC to the Administrative Agent and the Borrower, setting forth the bank account details for the wire transfer of the approximately $335,000,000 dividend payment from the Borrower to Granite Peak NIH Holdings, LLC, including:
•  Bank Name, ABA/Routing Number, Account Number, Account Name, and Reference Information
•  Authorization from Granite Peak NIH Holdings, LLC confirming the accuracy of such wire transfer instructions
(Provided by KB&A on behalf of Holdings; confirmed by C&H)
TAB K — SIGNATURE PAGES
K-1. Signature Pages — Credit Agreement
Executed signature pages to the Credit Agreement from all parties thereto, including:
Borrower:
•  Nexford Industrial Holdings Inc.
Guarantors:
•  Granite Peak NIH Holdings, LLC (Holdings Guarantor)
•  Each Subsidiary Guarantor (10 entities, as listed in Tab B-1)
Administrative Agent and Collateral Agent:
•  Crescent Harbor Bank, N.A.
Joint Lead Arrangers:
•  Crescent Harbor Bank, N.A. (Sole Lead Left Arranger and Bookrunner)
•  Ironwood Capital Markets, LLC (Joint Lead Arranger)
•  Northvane Securities, Inc. (Joint Lead Arranger)
Lenders:
•  Crescent Harbor Bank, N.A.
•  Ironwood Capital Markets, LLC
•  Northvane Securities, Inc.
•  Ridgeline Asset Management, LP
•  Halcyon Credit Partners, LLC
•  Verdant Institutional Investors, LLC
•  Cascadia Loan Fund III, LP
•  Bluewater Fixed Income Fund, LP
•  All other general syndication lenders as set forth on the Lender signature pages
Signature pages circulated in draft form on March 25, 2025 and executed on March 28, 2025. All signature pages executed in counterpart and delivered via PDF to C&H and W&G for assembly.
(Collected by W&G and C&H)
K-2. Signature Pages — Guarantee Agreement
Executed signature pages to the Guarantee Agreement from:
•  Granite Peak NIH Holdings, LLC (Holdings Guarantor)
•  Each of the 10 Subsidiary Guarantors (as listed in Tab B-1)
•  Crescent Harbor Bank, N.A., as Collateral Agent (accepted and acknowledged)
(Collected by C&H)
K-3. Signature Pages — Security Agreement, Pledge Agreements, IP Security Agreement
Executed signature pages to each of the following:
•  Security Agreement (Tab C-1)
•  Holdings Pledge Agreement (Tab C-2)
•  Borrower Pledge Agreement (Tab C-3)
•  Each Subsidiary Pledge Agreement (Tab C-4)
•  CFC Holdco Limited Pledge Agreement (Tab C-5)
•  intellectual Property Security Agreement (Tab C-6)
Executed by the Borrower, all Guarantors (as applicable), and Crescent Harbor Bank, N.A. as Collateral Agent.
(Collected by C&H)
K-4. Signature Pages — Intercreditor Agreement
Executed signature pages to the Intercreditor Agreement from:
•  Crescent Harbor Bank, N.A., as First Lien Collateral Agent
•  Pinnacle Trust Company, as Unsecured Notes Trustee
•  Nexford Industrial Holdings Inc. (acknowledged and consented)
(Collected by W&G and C&H)
TAB L — NOTICE OF BORROWING
L-1. Notice of Borrowing / Borrowing Request
Notice of Borrowing (Borrowing Request) delivered by Nexford Industrial Holdings Inc., as Borrower, to Crescent Harbor Bank, N.A., as Administrative Agent, pursuant to Section 2.02 of the Credit Agreement, requesting the initial funding of the full $1,400,000,000 Term Loan B on March 28, 2025.
The Notice of Borrowing specifies:
(a) the Borrowing Date: March 28, 2025;
(b) the aggregate principal amount of the Term Loan B to be funded: $1,400,000,000;
(c) the Type of Borrowing: Term SOFR Borrowing;
(d) the initial Interest Period election: [1-month][3-month] SOFR (as elected by the Borrower);
(e) the applicable SOFR credit spread adjustment: 10 basis points for a 1-month Interest Period; 15 basis points for a 3-month Interest Period;
(f) the disbursement instructions: as set forth in the Funds Flow Memorandum (Tab J-1); and
(g) the certifications required by Section 4.02 of the Credit Agreement, including that (i) all representations and warranties are true and correct in all material respects, and (ii) no Default or Event of Default has occurred and is continuing or would result from the proposed Borrowing.
Delivered in the form of Exhibit A to the Credit Agreement.
(Prepared by C&H; executed by the Borrower)
TAB M — POST-CLOSING ITEMS
The following items are required to be delivered after the Closing Date within the time periods specified below and in Section 6.14 of the Credit Agreement.
M-1. Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing — 1400 Industrial Parkway, Schaumburg, IL 60173 **[Post-Closing]**
Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, from Nexford Manufacturing Services, LLC (or the applicable Loan Party), as Mortgagor, in favor of Crescent Harbor Bank, N.A., as Collateral Agent, granting a first-priority mortgage lien on the real property located at 1400 Industrial Parkway, Schaumburg, Illinois 60173, together with all improvements, fixtures, and appurtenances thereto.
•  Appraised Value: $85,000,000
•  Recording Jurisdiction: Cook County, Illinois
•  Due Date: April 30, 2025
•  Prepared by: C&H with input from H&W (Illinois local counsel)
M-2. Mortgage — 2750 Commerce Drive, Rockford, IL 61101 **[Post-Closing]**
Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, from the applicable Loan Party, as Mortgagor, in favor of Crescent Harbor Bank, N.A., as Collateral Agent, granting a first-priority mortgage lien on the real property located at 2750 Commerce Drive, Rockford, Illinois 61101, together with all improvements, fixtures, and appurtenances thereto.
•  Appraised Value: $42,000,000
•  Recording Jurisdiction: Winnebago County, Illinois
•  Due Date: April 30, 2025
•  Prepared by: C&H with input from H&W
M-3. Mortgage — 600 Manufacturers Row, Greenville, SC 29607 **[Post-Closing]**
Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, from Summit Industrial Fabrication Co. (or the applicable Loan Party), as Mortgagor, in favor of Crescent Harbor Bank, N.A., as Collateral Agent, granting a first-priority mortgage lien on the real property located at 600 Manufacturers Row, Greenville, South Carolina 29607, together with all improvements, fixtures, and appurtenances thereto.
•  Appraised Value: $38,000,000
•  Recording Jurisdiction: Greenville County, South Carolina
•  Due Date: April 30, 2025
•  Prepared by: C&H
M-4. Mortgage — 9100 Westpark Industrial Boulevard, Houston, TX 77063 **[Post-Closing]**
Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, from Ridgepoint Specialty Coatings, LLC (or the applicable Loan Party), as Grantor, in favor of Crescent Harbor Bank, N.A., as Collateral Agent (through a deed of trust trustee, as required under Texas law), granting a first-priority lien on the real property located at 9100 Westpark Industrial Boulevard, Houston, Texas 77063, together with all improvements, fixtures, and appurtenances thereto.
•  Appraised Value: $28,000,000
•  Recording Jurisdiction: Harris County, Texas
•  Due Date: April 30, 2025
•  Prepared by: C&H
M-5. Title Insurance Policies — All Four Mortgaged Properties **[Post-Closing]**
Lender's title insurance policies issued by Landmark Title Assurance Company for each of the four mortgaged properties identified in Tabs M-1 through M-4, insuring the first-priority lien of the respective mortgages in favor of Crescent Harbor Bank, N.A., as Collateral Agent, in amounts not less than the appraised value of each property, together with such endorsements as are reasonably required by the Collateral Agent.
Due Date: April 30, 2025.
(Title insurance to be procured by Landmark Title Assurance Company; coordination by C&H)
M-6. UCC-3 Termination Statements — Atlas Meridian Liens **[Post-Closing]**
Filing of UCC-3 Termination Statements with the applicable Secretaries of State and Departments of State to terminate all UCC-1 financing statements previously filed by or on behalf of Atlas Meridian Bank, N.A. against the Loan Parties in the following jurisdictions:
•  Delaware Secretary of State
•  Illinois Secretary of State
•  Pennsylvania Department of State
•  South Carolina Secretary of State
•  Texas Secretary of State
•  Michigan Department of State
Target filing date: March 31, 2025. Confirmation of filing to be delivered to the Administrative Agent promptly following receipt of file-stamped copies.
(Prepared and filed by C&H)
M-7. Original Executed Documents **[Post-Closing]**
Delivery of original executed counterparts of all Transaction Documents (including the Credit Agreement, Guarantee Agreement, Security Agreement, Pledge Agreements, IP Security Agreement, Intercreditor Agreement, and all certificates and related documents) to Crescent Harbor Bank, N.A., as Administrative Agent, at its offices.
Target delivery date: March