1005-00001 · Nexford Industrial Holdings · Closing

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CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGE

CALDERWOOD & HARKNESS LLP

425 Lexington Avenue New York, New York 10017

MEMORANDUM

This memorandum and the attached certificates are protected by the attorney-client privilege, the attorney work product doctrine, and any other applicable privileges. This memorandum is intended solely for the use of the addressees identified above and other authorized Calderwood & Harkness LLP attorneys and staff working on this matter. Any unauthorized review, use, disclosure, or distribution is strictly prohibited. If you have received this memorandum in error, please notify the sender immediately and destroy all copies.

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I. PURPOSE AND BACKGROUND

A. Purpose of This Memorandum

This memorandum serves as a cover memorandum and comprehensive index for the good standing certificates (also referred to as certificates of existence, certificates of status, or certificates of good standing, depending on the nomenclature and conventions of the issuing jurisdiction) obtained from the respective Secretaries of State or equivalent state filing authorities for all Loan Parties in connection with the closing of the $1,400,000,000 Senior Secured Term Loan B credit facility described below. The purpose of this compilation is to provide the deal team, the Administrative Agent, Lender counsel, and the Borrower's counsel with a single, organized reference document cataloging the good standing status of each Loan Party, the date and source of each certificate, and the manner in which such certificates were procured.

B. Transaction Overview

This compilation has been prepared in connection with the following transaction:

Credit Agreement, dated as of March 28, 2025 (the "Credit Agreement"), among:

• Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower");

• The Guarantors party thereto from time to time (each, a "Guarantor" and, collectively, the "Guarantors");

• Crescent Harbor Bank, N.A., a national banking association, as Administrative Agent and Collateral Agent (the "Administrative Agent"); and

• The Lenders party thereto from time to time (the "Lenders").

The Credit Agreement provides for a senior secured term loan B facility in an aggregate principal amount of $1,400,000,000 (the "Term Loan B Facility"). The proceeds of the Term Loan B Facility, together with cash on hand, are being used to (a) refinance in full the existing senior secured term loan facility under that certain Credit Agreement, dated as of June 15, 2021, among the Borrower, the guarantors party thereto, and Crescent Harbor Bank, N.A., as administrative agent (the "Existing Credit Agreement"), (b) fund a dividend recapitalization in the aggregate amount of approximately $350,000,000 to Granite Peak NIH Holdings, LLC, which will distribute such amounts to Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP, (c) pay fees and expenses incurred in connection with the foregoing, and (d) provide for general corporate purposes.

The term "Loan Parties" as used herein has the meaning ascribed to such term in the Credit Agreement and includes the Borrower and each Guarantor that is a signatory to the Credit Agreement or that has executed and delivered a joinder thereto.

C. Conditions Precedent — Good Standing Certificate Requirement

Good standing certificates for each Loan Party are expressly required as conditions precedent to the initial borrowing under the Credit Agreement. Specifically, Section 4.01(a)(iv) of the Credit Agreement provides that the Administrative Agent shall have received, on or before the Closing Date, a certificate of good standing (or the equivalent thereof) for each Loan Party from the Secretary of State (or equivalent governmental authority) of the jurisdiction of organization of such Loan Party, in each case dated within five (5) business days of the Closing Date (March 28, 2025). All certificates compiled herein were obtained in compliance with this requirement, as described in further detail in Part III below.

Additionally, the delivery of good standing certificates satisfies corresponding requirements under (i) the closing checklist distributed by Crescent Harbor Bank, N.A. on February 14, 2025 (the "Agent Closing Checklist"), item 12 thereof; (ii) the legal opinion requirements set forth in Section 4.01(a)(vi) of the Credit Agreement, insofar as the issuing law firm relies on such certificates in delivering its enforceability and corporate authorization opinions; and (iii) the closing agenda prepared by Calderwood & Harkness LLP and distributed on March 7, 2025 (the "Closing Agenda"), item 3.4 thereof.

D. Definitions

Unless otherwise defined in this memorandum, capitalized terms used herein have the meanings ascribed to them in the Credit Agreement. For convenience, the following defined terms are used throughout this memorandum:

"Closing Date" means March 28, 2025.

"Loan Parties" means, collectively, the Borrower and the Guarantors.

"Borrower" means Nexford Industrial Holdings Inc., a Delaware corporation.

"Holdings" or "Holdings Guarantor" means Granite Peak NIH Holdings, LLC, a Delaware limited liability company.

"Subsidiary Guarantors" means each of the Guarantors other than the Holdings Guarantor, as identified in the summary table set forth in Part II below.

"Administrative Agent" means Crescent Harbor Bank, N.A., in its capacity as administrative agent and collateral agent under the Credit Agreement.

II. SUMMARY TABLE OF GOOD STANDING CERTIFICATES

The following table summarizes the good standing certificates obtained for all thirteen (13) Loan Parties. Each certificate is attached to this memorandum behind the corresponding tab number indicated in the first column. Original certificates have been included in the closing binder delivered to the Administrative Agent; copies are maintained in the Calderwood & Harkness LLP transaction files.

Total Loan Parties: 13 (1 Borrower + 1 Holdings Guarantor + 11 Subsidiary Guarantors, comprising 12 Guarantors)

Total Certificates: 12 (one per Loan Party; Tab 2 through Tab 12 represent Guarantor entities; Tab 1 represents the Borrower)

III. DETAILED CERTIFICATE DESCRIPTIONS

The following section provides a detailed description of each good standing certificate, organized by tab number. For each Loan Party, additional identifying information is provided, including entity type, jurisdiction of organization, filing authority, relevant filing or entity identification numbers, registered agent information, and the role of such entity in the credit facility.

Tab 1 — Nexford Industrial Holdings Inc.

The certificate of good standing for Nexford Industrial Holdings Inc. was issued by the Delaware Secretary of State, Division of Corporations, on March 24, 2025. The certificate confirms that Nexford Industrial Holdings Inc. was incorporated in Delaware and is in good standing and has a legal existence as of the date of the certificate. All annual franchise taxes due to the State of Delaware have been paid through the most recently completed fiscal year. The certificate bears the official seal of the Delaware Secretary of State.

Tab 2 — Granite Peak NIH Holdings, LLC

Granite Peak NIH Holdings, LLC is the entity through which the Sponsor, Granite Peak Capital Partners, LP, holds its equity interest in the Borrower. Specifically, Granite Peak Capital Fund IV, LP holds approximately 92% of the membership interests in Holdings, and GP Fund IV Co-Invest, LP holds approximately 8% of the membership interests in Holdings. The certificate of good standing was issued by the Delaware Secretary of State, Division of Corporations, on March 24, 2025, and confirms that Granite Peak NIH Holdings, LLC was formed in Delaware and is in good standing as of the date of the certificate. All annual franchise taxes have been paid through the most recently completed fiscal year.

Tab 3 — Nexford Precision Components, Inc.

The certificate of good standing for Nexford Precision Components, Inc. was issued by the Delaware Secretary of State, Division of Corporations, on March 24, 2025. The certificate confirms that Nexford Precision Components, Inc. was incorporated in Delaware and is in good standing as of the date of the certificate. NPC is a wholly owned subsidiary of the Borrower and is engaged in the manufacture and sale of precision-machined components for industrial applications. NPC operates its primary manufacturing facility at the address identified above in Rockford, Illinois.

Tab 4 — Nexford Engineered Systems, LLC

The certificate of good standing for Nexford Engineered Systems, LLC was issued by the Delaware Secretary of State, Division of Corporations, on March 24, 2025. The certificate confirms that Nexford Engineered Systems, LLC was formed in Delaware and is in good standing as of the date of the certificate. NES is a wholly owned subsidiary of the Borrower and is engaged in the design and manufacture of engineered industrial systems and assemblies. NES operates its primary facility at the address identified above in Greenville, South Carolina.

Tab 5 — Nexford Coatings & Surface Technologies, Inc.

The certificate of good standing for Nexford Coatings & Surface Technologies, Inc. was issued by the Delaware Secretary of State, Division of Corporations, on March 24, 2025. The certificate confirms that Nexford Coatings & Surface Technologies, Inc. was incorporated in Delaware and is in good standing as of the date of the certificate. NCST is a wholly owned subsidiary of the Borrower and is engaged in the application of specialty industrial coatings and surface treatment technologies. NCST operates its primary facility at the address identified above in Houston, Texas, co-located with the operations of Ridgepoint Specialty Coatings, LLC (Tab 11).

Tab 6 — Nexford Manufacturing Services, LLC

The certificate of good standing for Nexford Manufacturing Services, LLC was issued by the Illinois Secretary of State, Department of Business Services, on March 25, 2025. The certificate confirms that Nexford Manufacturing Services, LLC is in good standing under the laws of the State of Illinois. NMS is the only Loan Party organized in the State of Illinois. NMS is a wholly owned subsidiary of the Borrower and provides shared manufacturing services and contract manufacturing support to the Nexford group of companies.

Note: Because NMS is organized in Illinois, the UCC-1 financing statement with respect to the personal property collateral of NMS was filed with the Illinois Secretary of State (as opposed to the Delaware Secretary of State, which is the filing office for the UCC-1 financing statements of the Delaware-organized Loan Parties). The UCC-1 filing for NMS is documented in the separate UCC lien search memorandum and is not addressed further herein.

Tab 7 — Nexford Properties, LLC

The certificate of good standing for Nexford Properties, LLC was issued by the Delaware Secretary of State, Division of Corporations, on March 24, 2025. The certificate confirms that Nexford Properties, LLC was formed in Delaware and is in good standing as of the date of the certificate. NP LLC is a wholly owned subsidiary of the Borrower and serves as the holding entity for certain real property assets of the Nexford group that are subject to mortgage liens securing the obligations under the Credit Agreement. The specific mortgaged properties and the related mortgage documentation are addressed in a separate memorandum regarding the collateral real property package and are not further described herein.

Tab 8 — Nexford International Holdings, Inc.

The certificate of good standing for Nexford International Holdings, Inc. was issued by the Delaware Secretary of State, Division of Corporations, on March 24, 2025. The certificate confirms that Nexford International Holdings, Inc. was incorporated in Delaware and is in good standing as of the date of the certificate.

NIH Intl is a wholly owned subsidiary of the Borrower that functions as the controlled foreign corporation ("CFC") holding company for the Nexford group's Canadian operations. NIH Intl is the direct parent of Nexford Canada Holdings ULC, a British Columbia unlimited liability company, which in turn holds 100% of the equity of Nexford Canada Manufacturing, Inc., an Ontario corporation. Pursuant to the terms of the Credit Agreement and the Pledge Agreement, the pledge of equity interests in NIH Intl's first-tier foreign subsidiaries is limited to 65% of the voting equity and 100% of the non-voting equity of Nexford Canada Holdings ULC, consistent with the customary tax-efficient structuring of pledges involving controlled foreign corporations under Section 956 of the Internal Revenue Code of 1986, as amended.

Tab 9 — Clearfield Tool & Die, Inc.

The certificate of good standing for Clearfield Tool & Die, Inc. was issued by the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, on March 25, 2025. The certificate confirms that Clearfield Tool & Die, Inc. is a domestic corporation in good standing under the laws of the Commonwealth of Pennsylvania. Clearfield Tool & Die, Inc. was acquired by the Borrower in 2021 and is a wholly owned subsidiary engaged in the design and manufacture of custom tooling and die components for the industrial manufacturing sector. The entity has operated continuously since its original incorporation in Pennsylvania.

Tab 10 — Summit Industrial Fabrication Co.

The certificate of existence for Summit Industrial Fabrication Co. was issued by the South Carolina Secretary of State on March 25, 2025. The certificate confirms that Summit Industrial Fabrication Co. is a corporation validly existing under the laws of the State of South Carolina. Please note that South Carolina issues "Certificates of Existence" rather than "Certificates of Good Standing"; however, the certificate of existence serves the same substantive purpose and confirms the entity's active status and legal existence in the jurisdiction. Summit Industrial Fabrication Co. was acquired by the Borrower in 2022 and is a wholly owned subsidiary engaged in metal fabrication and structural steel manufacturing for industrial applications.

Tab 11 — Ridgepoint Specialty Coatings, LLC

The certificate of good standing (styled as a "Certificate of Fact — Status") for Ridgepoint Specialty Coatings, LLC was issued by the Texas Secretary of State on March 25, 2025. The certificate confirms that Ridgepoint Specialty Coatings, LLC is in existence and in good standing under the laws of the State of Texas. Please note that the Texas Secretary of State issues certificates under the heading "Certificate of Fact — Status," which is the functional equivalent of a certificate of good standing in other jurisdictions and confirms that the entity is active, in compliance with applicable filing requirements, and has not been terminated, forfeited, or revoked. Ridgepoint Specialty Coatings, LLC was acquired by the Borrower in 2023 and is a wholly owned subsidiary engaged in the application of specialty industrial coatings, operating from the Houston facility it shares with Nexford Coatings & Surface Technologies, Inc.

Tab 12 — Lakeshore Precision Engineering, Inc.

The certificate of good standing for Lakeshore Precision Engineering, Inc. was issued by the Michigan Department of State, Bureau of Commercial Services, on March 25, 2025. The certificate confirms that Lakeshore Precision Engineering, Inc. is a domestic corporation in good standing under the laws of the State of Michigan. Lakeshore Precision Engineering, Inc. was acquired by the Borrower in 2024, representing the most recent add-on acquisition within the Nexford platform. Lakeshore is a wholly owned subsidiary engaged in precision engineering and CNC machining services for automotive, aerospace, and general industrial end markets.

IV. NOTES ON CERTIFICATE PROCUREMENT

A. Timing and Compliance with Conditions Precedent

All good standing certificates compiled herein are dated within five (5) business days of the Closing Date of March 28, 2025, thereby satisfying the conditions precedent to closing set forth in Section 4.01(a)(iv) of the Credit Agreement. The five-business-day lookback period, counting backward from March 28, 2025, commenced on March 21, 2025. All certificates are dated March 24, 2025 or March 25, 2025, which falls within the required window.

The certificates were obtained on the following dates by jurisdiction:

Delaware certificates (Tabs 1, 2, 3, 4, 5, 7, and 8): All seven Delaware certificates are dated March 24, 2025. These certificates were obtained through the Delaware Secretary of State, Division of Corporations, via expedited processing service. Expedited processing in Delaware permits same-day or next-day issuance of good standing certificates when requested through authorized registered agents or service companies. Each certificate was requested on March 21, 2025, and issued on March 24, 2025.

Illinois certificate (Tab 6): The Illinois certificate is dated March 25, 2025. This certificate was obtained through the Illinois Secretary of State, Department of Business Services. The certificate was requested on March 21, 2025, and issued on March 25, 2025, consistent with the standard expedited processing timeline for Illinois good standing certificates.

Pennsylvania certificate (Tab 9): The Pennsylvania certificate is dated March 25, 2025. This certificate was obtained through the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations. The certificate was requested on March 21, 2025, and issued on March 25, 2025.

South Carolina certificate (Tab 10): The South Carolina certificate is dated March 25, 2025. This certificate was obtained through the South Carolina Secretary of State. The certificate was requested on March 21, 2025, and issued on March 25, 2025.

Texas certificate (Tab 11): The Texas certificate is dated March 25, 2025. This certificate was obtained through the Texas Secretary of State. The certificate was requested on March 21, 2025, and issued on March 25, 2025.

Michigan certificate (Tab 12): The Michigan certificate is dated March 25, 2025. This certificate was obtained through the Michigan Department of State, Bureau of Commercial Services. The certificate was requested on March 21, 2025, and issued on March 25, 2025.

B. Form of Certificates — Jurisdictional Variations

It is noted that the form, title, and content of good standing certificates vary by jurisdiction. In certain jurisdictions, the filing authority issues documents under a title other than "Certificate of Good Standing." These variations are purely formal and do not affect the substantive legal significance of the certificates for purposes of satisfying the conditions precedent under the Credit Agreement. The following describes the form of certificate issued in each relevant jurisdiction:

Delaware: The Delaware Secretary of State, Division of Corporations, issues "Certificates of Good Standing." Each Delaware certificate confirms that the entity was duly formed or incorporated in Delaware and is in good standing, meaning that all annual franchise taxes have been paid and all annual reports have been filed. The certificates bear the seal of the Delaware Secretary of State.

Illinois: The Illinois Secretary of State, Department of Business Services, issues a "Certificate of Good Standing." The Illinois certificate confirms that the entity is in good standing under the laws of the State of Illinois and that all annual report filings are current.

Pennsylvania: The Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, issues a "Certificate of Good Standing." The Pennsylvania certificate confirms that the entity is a corporation duly incorporated and in good standing under the laws of the Commonwealth of Pennsylvania.

South Carolina: The South Carolina Secretary of State issues a "Certificate of Existence." The South Carolina certificate of existence confirms that the entity is a corporation validly existing under the laws of the State of South Carolina. Although titled differently from a "Certificate of Good Standing," the certificate of existence serves the same substantive purpose and is the form of certificate customarily accepted in leveraged lending transactions involving South Carolina-organized entities.

Texas: The Texas Secretary of State issues a "Certificate of Good Standing" or, more precisely, a "Certificate of Fact — Status." The Texas certificate confirms that the entity is in existence and in good standing under the laws of the State of Texas. The "Certificate of Fact — Status" designation is the standard nomenclature used by the Texas Secretary of State for this type of certificate and is functionally equivalent to a certificate of good standing.

Michigan: The Michigan Department of State, Bureau of Commercial Services, issues a "Certificate of Good Standing." The Michigan certificate confirms that the entity is a corporation in good standing under the laws of the State of Michigan and that all required annual filings and fees are current.

C. Coordination with Local Counsel

The procurement of certain good standing certificates was coordinated with local counsel retained in connection with this transaction, as follows:

Delaware Local Counsel. The seven Delaware good standing certificates (Tabs 1, 2, 3, 4, 5, 7, and 8) were ordered with the assistance of Briarcliff Legal Group PA (Catherine Ellsworth, lead partner), located at 1000 North King Street, Wilmington, Delaware 19801. Briarcliff Legal Group PA serves as Delaware local counsel on this transaction and coordinated the expedited filing requests with the Delaware Secretary of State through its established registered agent and filing services. Briarcliff Legal Group PA also assisted in obtaining the Delaware UCC-1 filing confirmations and will be delivering the Delaware local counsel legal opinion in connection with the closing.

Illinois Local Counsel. The Illinois good standing certificate (Tab 6) was coordinated with Hargrove & Whitmore LLP (Robert Kimura, lead partner), located at 233 South Wacker Drive, Suite 4500, Chicago, Illinois 60606. Hargrove & Whitmore LLP serves as Illinois local counsel on this transaction and facilitated the procurement of the Illinois good standing certificate through the Illinois Secretary of State, Department of Business Services. Hargrove & Whitmore LLP will also be delivering the Illinois local counsel legal opinion in connection with the closing.

Other Jurisdictions (Pennsylvania, South Carolina, Texas, and Michigan). The good standing certificates for Clearfield Tool & Die, Inc. (Pennsylvania, Tab 9), Summit Industrial Fabrication Co. (South Carolina, Tab 10), Ridgepoint Specialty Coatings, LLC (Texas, Tab 11), and Lakeshore Precision Engineering, Inc. (Michigan, Tab 12) were ordered directly by Calderwood & Harkness LLP through authorized service agents in each respective jurisdiction. No separate local counsel was retained in Pennsylvania, South Carolina, Texas, or Michigan for purposes of obtaining these certificates; however, to the extent local counsel opinions are required in any such jurisdictions, such opinions will be addressed under separate cover.

D. Bring-Down Confirmation

In addition to the good standing certificates compiled herein, bring-down good standing confirmations were obtained for each Loan Party as of March 27, 2025, which is the business day immediately preceding the Closing Date. The bring-down confirmations were obtained in connection with the pre-closing lien search confirmation process and serve as supplemental verification that each Loan Party remained in good standing as of a date closer to the actual closing. The bring-down good standing certificates and the related lien search confirmation are documented in a separate memorandum titled "Bring-Down Good Standing Certificates and Lien Search Confirmation" dated March 27, 2025, prepared by the undersigned and distributed to the deal team under Matter No. 1005-00001. That memorandum is incorporated herein by reference but is not physically attached to this compilation.

V. ENTITIES EXCLUDED FROM THIS COMPILATION

For the avoidance of doubt, the following entities are not Loan Parties under the Credit Agreement, and accordingly, no good standing certificates have been obtained or included in this compilation for such entities.

A. Foreign Subsidiaries (Not Loan Parties)

The following entities are foreign subsidiaries of the Borrower and are expressly excluded from the definition of "Loan Party" under the Credit Agreement. Consistent with customary practice in leveraged lending transactions, foreign subsidiaries organized outside the United States are not required to provide guarantees or pledge their assets under the Credit Agreement, and no good standing certificates (or their foreign equivalents) are required as conditions precedent to closing with respect to such entities.

1. Nexford Canada Holdings ULC — An unlimited liability company organized under the laws of the Province of British Columbia, Canada. Principal address: 1055 West Georgia Street, Suite 1500, Vancouver, British Columbia V6E 4N7, Canada. Nexford Canada Holdings ULC is a wholly owned subsidiary of Nexford International Holdings, Inc. (Tab 8) and serves as the intermediate holding company for the Nexford group's Canadian manufacturing operations. As noted above, the pledge of equity interests in Nexford Canada Holdings ULC is limited to 65% of the voting equity and 100% of the non-voting equity, consistent with the CFC holdco pledge structure.

2. Nexford Canada Manufacturing, Inc. — A corporation organized under the laws of the Province of Ontario, Canada. Principal address: 400 Industrial Road, Mississauga, Ontario L5T 2R3, Canada. Nexford Canada Manufacturing, Inc. is a wholly owned subsidiary of Nexford Canada Holdings ULC and operates the Nexford group's Canadian manufacturing facility in Mississauga, Ontario.

B. Sponsor and Fund Entities (Not Loan Parties)

The following entities are affiliated with the private equity sponsor, Granite Peak Capital Partners, LP, and hold direct or indirect equity interests in the Holdings Guarantor. These entities are not Loan Parties, are not obligors under the Credit Agreement, and have not provided guarantees or pledged their assets in connection with the transaction. No good standing certificates have been obtained for any of the following entities:

1. Granite Peak Capital Partners, LP — A Delaware limited partnership. Principal address: 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830. Granite Peak Capital Partners, LP is the sponsor and investment management firm overseeing the Nexford investment.

2. Granite Peak Capital Fund IV, LP — A Delaware limited partnership. Granite Peak Capital Fund IV, LP is the primary investment fund that holds approximately 92% of the membership interests in Granite Peak NIH Holdings, LLC (Holdings).

3. GP Fund IV Co-Invest, LP — A Delaware limited partnership. GP Fund IV Co-Invest, LP is the co-investment vehicle that holds approximately 8% of the membership interests in Granite Peak NIH Holdings, LLC (Holdings).

4. Granite Peak Capital GP IV, LLC — A Delaware limited liability company. Granite Peak Capital GP IV, LLC serves as the general partner of Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP.

VI. INDEX OF ATTACHMENTS

The following good standing certificates are attached to this memorandum and are organized behind the tab numbers indicated below. Each certificate is an original or certified copy obtained from the relevant filing authority.

Tab 1: Good Standing Certificate — Nexford Industrial Holdings Inc. (Delaware Secretary of State, dated March 24, 2025)

Tab 2: Good Standing Certificate — Granite Peak NIH Holdings, LLC (Delaware Secretary of State, dated March 24, 2025)

Tab 3: Good Standing Certificate — Nexford Precision Components, Inc. (Delaware Secretary of State, dated March 24, 2025)

Tab 4: Good Standing Certificate — Nexford Engineered Systems, LLC (Delaware Secretary of State, dated March 24, 2025)

Tab 5: Good Standing Certificate — Nexford Coatings & Surface Technologies, Inc. (Delaware Secretary of State, dated March 24, 2025)

Tab 6: Good Standing Certificate — Nexford Manufacturing Services, LLC (Illinois Secretary of State, dated March 25, 2025)

Tab 7: Good Standing Certificate — Nexford Properties, LLC (Delaware Secretary of State, dated March 24, 2025)

Tab 8: Good Standing Certificate — Nexford International Holdings, Inc. (Delaware Secretary of State, dated March 24, 2025)

Tab 9: Good Standing Certificate — Clearfield Tool & Die, Inc. (Pennsylvania Department of State, dated March 25, 2025)

Tab 10: Certificate of Existence — Summit Industrial Fabrication Co. (South Carolina Secretary of State, dated March 25, 2025)

Tab 11: Certificate of Fact — Status (Good Standing) — Ridgepoint Specialty Coatings, LLC (Texas Secretary of State, dated March 25, 2025)

Tab 12: Good Standing Certificate — Lakeshore Precision Engineering, Inc. (Michigan Department of State, dated March 25, 2025)

VII. PREPARER CERTIFICATION

Prepared by:

________________________________________

Sophie Tremblay Associate, Banking & Finance Group Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 555-4800

Email: stremblay@calderwoodharkness.com

Date: March 28, 2025

Reviewed by:

________________________________________

Marcus Leung Lead Associate, Banking & Finance Group Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 555-4815

Email: mleung@calderwoodharkness.com

Date: March 28, 2025

CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGE

This memorandum and the attached certificates are confidential and privileged. They are intended solely for the internal use of the attorneys and staff of Calderwood & Harkness LLP working on the above-referenced matter and for distribution to the client, the Administrative Agent, and counsel to the Administrative Agent, in each case solely in connection with the closing of the transaction described herein. Any other use, reproduction, or distribution without the prior written consent of Calderwood & Harkness LLP is strictly prohibited.

FROM:	Sophie Tremblay, Associate, Banking & Finance Group, Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017
TO:	Claudia Merritt, Responsible Partner; Marcus Leung, Lead Associate; Ian Blackwood, Billing Partner
DATE:	March 28, 2025
RE:	Good Standing Certificates — All Loan Parties — Nexford Industrial Holdings Inc. $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization
MATTER NO.:	1005-00001
CLIENT/MATTER CODE:	IBL-NIH-2025-031
Tab	Full Legal Name	Short Name	Entity Type	Jurisdiction	Filing Authority	Certificate Date	Status
1	Nexford Industrial Holdings Inc.	Nexford / NIH	Corporation	Delaware	DE Secretary of State	March 24, 2025	Good Standing
2	Granite Peak NIH Holdings, LLC	Holdings	LLC	Delaware	DE Secretary of State	March 24, 2025	Good Standing
3	Nexford Precision Components, Inc.	NPC	Corporation	Delaware	DE Secretary of State	March 24, 2025	Good Standing
4	Nexford Engineered Systems, LLC	NES	LLC	Delaware	DE Secretary of State	March 24, 2025	Good Standing
5	Nexford Coatings & Surface Technologies, Inc.	NCST	Corporation	Delaware	DE Secretary of State	March 24, 2025	Good Standing
6	Nexford Manufacturing Services, LLC	NMS	LLC	Illinois	IL Secretary of State	March 25, 2025	Good Standing
7	Nexford Properties, LLC	NP LLC	LLC	Delaware	DE Secretary of State	March 24, 2025	Good Standing
8	Nexford International Holdings, Inc.	NIH Intl	Corporation	Delaware	DE Secretary of State	March 24, 2025	Good Standing
9	Clearfield Tool & Die, Inc.	Clearfield	Corporation	Pennsylvania	PA Department of State	March 25, 2025	Good Standing
10	Summit Industrial Fabrication Co.	Summit	Corporation	South Carolina	SC Secretary of State	March 25, 2025	Good Standing
11	Ridgepoint Specialty Coatings, LLC	Ridgepoint	LLC	Texas	TX Secretary of State	March 25, 2025	Good Standing
12	Lakeshore Precision Engineering, Inc.	Lakeshore	Corporation	Michigan	MI Department of State	March 25, 2025	Good Standing
Full Legal Name:	Nexford Industrial Holdings Inc.
Short Name:	Nexford / NIH
Entity Type:	Corporation
Jurisdiction of Organization:	State of Delaware
Filing Authority:	Delaware Secretary of State, Division of Corporations
DE File Number:	5765432

EIN:	36-4178552
Certificate Date:	March 24, 2025
Status:	Good Standing confirmed
Registered Agent:	Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801
Principal Office / HQ:	1400 Industrial Parkway, Schaumburg, Illinois 60173
Role in Transaction:	Borrower under the Credit Agreement
Full Legal Name:	Granite Peak NIH Holdings, LLC
Short Name:	Holdings
Entity Type:	Limited Liability Company
Jurisdiction of Organization:	State of Delaware
Filing Authority:	Delaware Secretary of State, Division of Corporations
DE File Number:	7234891
EIN:	85-3291047
Certificate Date:	March 24, 2025
Status:	Good Standing confirmed
Registered Agent:	Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801
Role in Transaction:	Holdings Guarantor; direct parent of the Borrower; 100% equity owner of Nexford Industrial Holdings Inc.
Full Legal Name:	Nexford Precision Components, Inc.
Short Name:	NPC
Entity Type:	Corporation
Jurisdiction of Organization:	State of Delaware
Filing Authority:	Delaware Secretary of State, Division of Corporations
Certificate Date:	March 24, 2025
Status:	Good Standing confirmed
Principal Address:	2750 Commerce Drive, Rockford, Illinois 61101

Role in Transaction:	Subsidiary Guarantor
Full Legal Name:	Nexford Engineered Systems, LLC
Short Name:	NES
Entity Type:	Limited Liability Company
Jurisdiction of Organization:	State of Delaware
Filing Authority:	Delaware Secretary of State, Division of Corporations
Certificate Date:	March 24, 2025
Status:	Good Standing confirmed
Principal Address:	600 Manufacturers Row, Greenville, South Carolina 29607
Role in Transaction:	Subsidiary Guarantor
Full Legal Name:	Nexford Coatings & Surface Technologies, Inc.
Short Name:	NCST
Entity Type:	Corporation
Jurisdiction of Organization:	State of Delaware
Filing Authority:	Delaware Secretary of State, Division of Corporations
Certificate Date:	March 24, 2025
Status:	Good Standing confirmed
Principal Address:	9100 Westpark Industrial Boulevard, Houston, Texas 77063
Role in Transaction:	Subsidiary Guarantor
Full Legal Name:	Nexford Manufacturing Services, LLC
Short Name:	NMS
Entity Type:	Limited Liability Company
Jurisdiction of Organization:	State of Illinois
Filing Authority:	Illinois Secretary of State, Department of Business Services
Certificate Date:	March 25, 2025

Status:	Good Standing confirmed
Principal Address:	1400 Industrial Parkway, Schaumburg, Illinois 60173
Role in Transaction:	Subsidiary Guarantor
Full Legal Name:	Nexford Properties, LLC
Short Name:	NP LLC
Entity Type:	Limited Liability Company
Jurisdiction of Organization:	State of Delaware
Filing Authority:	Delaware Secretary of State, Division of Corporations
Certificate Date:	March 24, 2025
Status:	Good Standing confirmed
Registered Agent:	Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801
Role in Transaction:	Subsidiary Guarantor; real property holding entity for mortgaged properties
Full Legal Name:	Nexford International Holdings, Inc.
Short Name:	NIH Intl
Entity Type:	Corporation
Jurisdiction of Organization:	State of Delaware
Filing Authority:	Delaware Secretary of State, Division of Corporations
Certificate Date:	March 24, 2025
Status:	Good Standing confirmed
Registered Agent:	Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801
Role in Transaction:	Subsidiary Guarantor; CFC holdco
Full Legal Name:	Clearfield Tool & Die, Inc.
Short Name:	Clearfield
Entity Type:	Corporation
Jurisdiction of Organization:	Commonwealth of Pennsylvania

Filing Authority:	Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations
Certificate Date:	March 25, 2025
Status:	Good Standing confirmed
Principal Address:	175 Clearfield Avenue, Clearfield, Pennsylvania 16830
Role in Transaction:	Subsidiary Guarantor
Full Legal Name:	Summit Industrial Fabrication Co.
Short Name:	Summit
Entity Type:	Corporation
Jurisdiction of Organization:	State of South Carolina
Filing Authority:	South Carolina Secretary of State
Certificate Date:	March 25, 2025
Status:	Good Standing confirmed
Principal Address:	820 Summit Drive, Spartanburg, South Carolina 29303
Role in Transaction:	Subsidiary Guarantor
Full Legal Name:	Ridgepoint Specialty Coatings, LLC
Short Name:	Ridgepoint
Entity Type:	Limited Liability Company
Jurisdiction of Organization:	State of Texas
Filing Authority:	Texas Secretary of State
Certificate Date:	March 25, 2025
Status:	Good Standing confirmed
Principal Address:	9100 Westpark Industrial Boulevard, Houston, Texas 77063
Role in Transaction:	Subsidiary Guarantor
Full Legal Name:	Lakeshore Precision Engineering, Inc.
Short Name:	Lakeshore

Entity Type:	Corporation
Jurisdiction of Organization:	State of Michigan
Filing Authority:	Michigan Department of State, Bureau of Commercial Services
Certificate Date:	March 25, 2025
Status:	Good Standing confirmed
Principal Address:	3200 Lakeshore Boulevard, Muskegon, Michigan 49441
Role in Transaction:	Subsidiary Guarantor
Matter No.:	1005-00001
Client/Matter Code:	IBL-NIH-2025-031

CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGE
CALDERWOOD & HARKNESS LLP
425 Lexington Avenue New York, New York 10017
MEMORANDUM
This memorandum and the attached certificates are protected by the attorney-client privilege, the attorney work product doctrine, and any other applicable privileges. This memorandum is intended solely for the use of the addressees identified above and other authorized Calderwood & Harkness LLP attorneys and staff working on this matter. Any unauthorized review, use, disclosure, or distribution is strictly prohibited. If you have received this memorandum in error, please notify the sender immediately and destroy all copies.
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I. PURPOSE AND BACKGROUND
A. Purpose of This Memorandum
This memorandum serves as a cover memorandum and comprehensive index for the good standing certificates (also referred to as certificates of existence, certificates of status, or certificates of good standing, depending on the nomenclature and conventions of the issuing jurisdiction) obtained from the respective Secretaries of State or equivalent state filing authorities for all Loan Parties in connection with the closing of the $1,400,000,000 Senior Secured Term Loan B credit facility described below. The purpose of this compilation is to provide the deal team, the Administrative Agent, Lender counsel, and the Borrower's counsel with a single, organized reference document cataloging the good standing status of each Loan Party, the date and source of each certificate, and the manner in which such certificates were procured.
B. Transaction Overview
This compilation has been prepared in connection with the following transaction:
Credit Agreement, dated as of March 28, 2025 (the "Credit Agreement"), among:
•  Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower");
•  The Guarantors party thereto from time to time (each, a "Guarantor" and, collectively, the "Guarantors");
•  Crescent Harbor Bank, N.A., a national banking association, as Administrative Agent and Collateral Agent (the "Administrative Agent"); and
•  The Lenders party thereto from time to time (the "Lenders").
The Credit Agreement provides for a senior secured term loan B facility in an aggregate principal amount of $1,400,000,000 (the "Term Loan B Facility"). The proceeds of the Term Loan B Facility, together with cash on hand, are being used to (a) refinance in full the existing senior secured term loan facility under that certain Credit Agreement, dated as of June 15, 2021, among the Borrower, the guarantors party thereto, and Crescent Harbor Bank, N.A., as administrative agent (the "Existing Credit Agreement"), (b) fund a dividend recapitalization in the aggregate amount of approximately $350,000,000 to Granite Peak NIH Holdings, LLC, which will distribute such amounts to Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP, (c) pay fees and expenses incurred in connection with the foregoing, and (d) provide for general corporate purposes.
The term "Loan Parties" as used herein has the meaning ascribed to such term in the Credit Agreement and includes the Borrower and each Guarantor that is a signatory to the Credit Agreement or that has executed and delivered a joinder thereto.
C. Conditions Precedent — Good Standing Certificate Requirement
Good standing certificates for each Loan Party are expressly required as conditions precedent to the initial borrowing under the Credit Agreement. Specifically, Section 4.01(a)(iv) of the Credit Agreement provides that the Administrative Agent shall have received, on or before the Closing Date, a certificate of good standing (or the equivalent thereof) for each Loan Party from the Secretary of State (or equivalent governmental authority) of the jurisdiction of organization of such Loan Party, in each case dated within five (5) business days of the Closing Date (March 28, 2025). All certificates compiled herein were obtained in compliance with this requirement, as described in further detail in Part III below.
Additionally, the delivery of good standing certificates satisfies corresponding requirements under (i) the closing checklist distributed by Crescent Harbor Bank, N.A. on February 14, 2025 (the "Agent Closing Checklist"), item 12 thereof; (ii) the legal opinion requirements set forth in Section 4.01(a)(vi) of the Credit Agreement, insofar as the issuing law firm relies on such certificates in delivering its enforceability and corporate authorization opinions; and (iii) the closing agenda prepared by Calderwood & Harkness LLP and distributed on March 7, 2025 (the "Closing Agenda"), item 3.4 thereof.
D. Definitions
Unless otherwise defined in this memorandum, capitalized terms used herein have the meanings ascribed to them in the Credit Agreement. For convenience, the following defined terms are used throughout this memorandum:
"Closing Date" means March 28, 2025.
"Loan Parties" means, collectively, the Borrower and the Guarantors.
"Borrower" means Nexford Industrial Holdings Inc., a Delaware corporation.
"Holdings" or "Holdings Guarantor" means Granite Peak NIH Holdings, LLC, a Delaware limited liability company.
"Subsidiary Guarantors" means each of the Guarantors other than the Holdings Guarantor, as identified in the summary table set forth in Part II below.
"Administrative Agent" means Crescent Harbor Bank, N.A., in its capacity as administrative agent and collateral agent under the Credit Agreement.
II. SUMMARY TABLE OF GOOD STANDING CERTIFICATES
The following table summarizes the good standing certificates obtained for all thirteen (13) Loan Parties. Each certificate is attached to this memorandum behind the corresponding tab number indicated in the first column. Original certificates have been included in the closing binder delivered to the Administrative Agent; copies are maintained in the Calderwood & Harkness LLP transaction files.
Total Loan Parties: 13 (1 Borrower + 1 Holdings Guarantor + 11 Subsidiary Guarantors, comprising 12 Guarantors)
Total Certificates: 12 (one per Loan Party; Tab 2 through Tab 12 represent Guarantor entities; Tab 1 represents the Borrower)
III. DETAILED CERTIFICATE DESCRIPTIONS
The following section provides a detailed description of each good standing certificate, organized by tab number. For each Loan Party, additional identifying information is provided, including entity type, jurisdiction of organization, filing authority, relevant filing or entity identification numbers, registered agent information, and the role of such entity in the credit facility.
Tab 1 — Nexford Industrial Holdings Inc.
The certificate of good standing for Nexford Industrial Holdings Inc. was issued by the Delaware Secretary of State, Division of Corporations, on March 24, 2025. The certificate confirms that Nexford Industrial Holdings Inc. was incorporated in Delaware and is in good standing and has a legal existence as of the date of the certificate. All annual franchise taxes due to the State of Delaware have been paid through the most recently completed fiscal year. The certificate bears the official seal of the Delaware Secretary of State.
Tab 2 — Granite Peak NIH Holdings, LLC
Granite Peak NIH Holdings, LLC is the entity through which the Sponsor, Granite Peak Capital Partners, LP, holds its equity interest in the Borrower. Specifically, Granite Peak Capital Fund IV, LP holds approximately 92% of the membership interests in Holdings, and GP Fund IV Co-Invest, LP holds approximately 8% of the membership interests in Holdings. The certificate of good standing was issued by the Delaware Secretary of State, Division of Corporations, on March 24, 2025, and confirms that Granite Peak NIH Holdings, LLC was formed in Delaware and is in good standing as of the date of the certificate. All annual franchise taxes have been paid through the most recently completed fiscal year.
Tab 3 — Nexford Precision Components, Inc.
The certificate of good standing for Nexford Precision Components, Inc. was issued by the Delaware Secretary of State, Division of Corporations, on March 24, 2025. The certificate confirms that Nexford Precision Components, Inc. was incorporated in Delaware and is in good standing as of the date of the certificate. NPC is a wholly owned subsidiary of the Borrower and is engaged in the manufacture and sale of precision-machined components for industrial applications. NPC operates its primary manufacturing facility at the address identified above in Rockford, Illinois.
Tab 4 — Nexford Engineered Systems, LLC
The certificate of good standing for Nexford Engineered Systems, LLC was issued by the Delaware Secretary of State, Division of Corporations, on March 24, 2025. The certificate confirms that Nexford Engineered Systems, LLC was formed in Delaware and is in good standing as of the date of the certificate. NES is a wholly owned subsidiary of the Borrower and is engaged in the design and manufacture of engineered industrial systems and assemblies. NES operates its primary facility at the address identified above in Greenville, South Carolina.
Tab 5 — Nexford Coatings & Surface Technologies, Inc.
The certificate of good standing for Nexford Coatings & Surface Technologies, Inc. was issued by the Delaware Secretary of State, Division of Corporations, on March 24, 2025. The certificate confirms that Nexford Coatings & Surface Technologies, Inc. was incorporated in Delaware and is in good standing as of the date of the certificate. NCST is a wholly owned subsidiary of the Borrower and is engaged in the application of specialty industrial coatings and surface treatment technologies. NCST operates its primary facility at the address identified above in Houston, Texas, co-located with the operations of Ridgepoint Specialty Coatings, LLC (Tab 11).
Tab 6 — Nexford Manufacturing Services, LLC
The certificate of good standing for Nexford Manufacturing Services, LLC was issued by the Illinois Secretary of State, Department of Business Services, on March 25, 2025. The certificate confirms that Nexford Manufacturing Services, LLC is in good standing under the laws of the State of Illinois. NMS is the only Loan Party organized in the State of Illinois. NMS is a wholly owned subsidiary of the Borrower and provides shared manufacturing services and contract manufacturing support to the Nexford group of companies.
Note: Because NMS is organized in Illinois, the UCC-1 financing statement with respect to the personal property collateral of NMS was filed with the Illinois Secretary of State (as opposed to the Delaware Secretary of State, which is the filing office for the UCC-1 financing statements of the Delaware-organized Loan Parties). The UCC-1 filing for NMS is documented in the separate UCC lien search memorandum and is not addressed further herein.
Tab 7 — Nexford Properties, LLC
The certificate of good standing for Nexford Properties, LLC was issued by the Delaware Secretary of State, Division of Corporations, on March 24, 2025. The certificate confirms that Nexford Properties, LLC was formed in Delaware and is in good standing as of the date of the certificate. NP LLC is a wholly owned subsidiary of the Borrower and serves as the holding entity for certain real property assets of the Nexford group that are subject to mortgage liens securing the obligations under the Credit Agreement. The specific mortgaged properties and the related mortgage documentation are addressed in a separate memorandum regarding the collateral real property package and are not further described herein.
Tab 8 — Nexford International Holdings, Inc.
The certificate of good standing for Nexford International Holdings, Inc. was issued by the Delaware Secretary of State, Division of Corporations, on March 24, 2025. The certificate confirms that Nexford International Holdings, Inc. was incorporated in Delaware and is in good standing as of the date of the certificate.
NIH Intl is a wholly owned subsidiary of the Borrower that functions as the controlled foreign corporation ("CFC") holding company for the Nexford group's Canadian operations. NIH Intl is the direct parent of Nexford Canada Holdings ULC, a British Columbia unlimited liability company, which in turn holds 100% of the equity of Nexford Canada Manufacturing, Inc., an Ontario corporation. Pursuant to the terms of the Credit Agreement and the Pledge Agreement, the pledge of equity interests in NIH Intl's first-tier foreign subsidiaries is limited to 65% of the voting equity and 100% of the non-voting equity of Nexford Canada Holdings ULC, consistent with the customary tax-efficient structuring of pledges involving controlled foreign corporations under Section 956 of the Internal Revenue Code of 1986, as amended.
Tab 9 — Clearfield Tool & Die, Inc.
The certificate of good standing for Clearfield Tool & Die, Inc. was issued by the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, on March 25, 2025. The certificate confirms that Clearfield Tool & Die, Inc. is a domestic corporation in good standing under the laws of the Commonwealth of Pennsylvania. Clearfield Tool & Die, Inc. was acquired by the Borrower in 2021 and is a wholly owned subsidiary engaged in the design and manufacture of custom tooling and die components for the industrial manufacturing sector. The entity has operated continuously since its original incorporation in Pennsylvania.
Tab 10 — Summit Industrial Fabrication Co.
The certificate of existence for Summit Industrial Fabrication Co. was issued by the South Carolina Secretary of State on March 25, 2025. The certificate confirms that Summit Industrial Fabrication Co. is a corporation validly existing under the laws of the State of South Carolina. Please note that South Carolina issues "Certificates of Existence" rather than "Certificates of Good Standing"; however, the certificate of existence serves the same substantive purpose and confirms the entity's active status and legal existence in the jurisdiction. Summit Industrial Fabrication Co. was acquired by the Borrower in 2022 and is a wholly owned subsidiary engaged in metal fabrication and structural steel manufacturing for industrial applications.
Tab 11 — Ridgepoint Specialty Coatings, LLC
The certificate of good standing (styled as a "Certificate of Fact — Status") for Ridgepoint Specialty Coatings, LLC was issued by the Texas Secretary of State on March 25, 2025. The certificate confirms that Ridgepoint Specialty Coatings, LLC is in existence and in good standing under the laws of the State of Texas. Please note that the Texas Secretary of State issues certificates under the heading "Certificate of Fact — Status," which is the functional equivalent of a certificate of good standing in other jurisdictions and confirms that the entity is active, in compliance with applicable filing requirements, and has not been terminated, forfeited, or revoked. Ridgepoint Specialty Coatings, LLC was acquired by the Borrower in 2023 and is a wholly owned subsidiary engaged in the application of specialty industrial coatings, operating from the Houston facility it shares with Nexford Coatings & Surface Technologies, Inc.
Tab 12 — Lakeshore Precision Engineering, Inc.
The certificate of good standing for Lakeshore Precision Engineering, Inc. was issued by the Michigan Department of State, Bureau of Commercial Services, on March 25, 2025. The certificate confirms that Lakeshore Precision Engineering, Inc. is a domestic corporation in good standing under the laws of the State of Michigan. Lakeshore Precision Engineering, Inc. was acquired by the Borrower in 2024, representing the most recent add-on acquisition within the Nexford platform. Lakeshore is a wholly owned subsidiary engaged in precision engineering and CNC machining services for automotive, aerospace, and general industrial end markets.
IV. NOTES ON CERTIFICATE PROCUREMENT
A. Timing and Compliance with Conditions Precedent
All good standing certificates compiled herein are dated within five (5) business days of the Closing Date of March 28, 2025, thereby satisfying the conditions precedent to closing set forth in Section 4.01(a)(iv) of the Credit Agreement. The five-business-day lookback period, counting backward from March 28, 2025, commenced on March 21, 2025. All certificates are dated March 24, 2025 or March 25, 2025, which falls within the required window.
The certificates were obtained on the following dates by jurisdiction:
Delaware certificates (Tabs 1, 2, 3, 4, 5, 7, and 8): All seven Delaware certificates are dated March 24, 2025. These certificates were obtained through the Delaware Secretary of State, Division of Corporations, via expedited processing service. Expedited processing in Delaware permits same-day or next-day issuance of good standing certificates when requested through authorized registered agents or service companies. Each certificate was requested on March 21, 2025, and issued on March 24, 2025.
Illinois certificate (Tab 6): The Illinois certificate is dated March 25, 2025. This certificate was obtained through the Illinois Secretary of State, Department of Business Services. The certificate was requested on March 21, 2025, and issued on March 25, 2025, consistent with the standard expedited processing timeline for Illinois good standing certificates.
Pennsylvania certificate (Tab 9): The Pennsylvania certificate is dated March 25, 2025. This certificate was obtained through the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations. The certificate was requested on March 21, 2025, and issued on March 25, 2025.
South Carolina certificate (Tab 10): The South Carolina certificate is dated March 25, 2025. This certificate was obtained through the South Carolina Secretary of State. The certificate was requested on March 21, 2025, and issued on March 25, 2025.
Texas certificate (Tab 11): The Texas certificate is dated March 25, 2025. This certificate was obtained through the Texas Secretary of State. The certificate was requested on March 21, 2025, and issued on March 25, 2025.
Michigan certificate (Tab 12): The Michigan certificate is dated March 25, 2025. This certificate was obtained through the Michigan Department of State, Bureau of Commercial Services. The certificate was requested on March 21, 2025, and issued on March 25, 2025.
B. Form of Certificates — Jurisdictional Variations
It is noted that the form, title, and content of good standing certificates vary by jurisdiction. In certain jurisdictions, the filing authority issues documents under a title other than "Certificate of Good Standing." These variations are purely formal and do not affect the substantive legal significance of the certificates for purposes of satisfying the conditions precedent under the Credit Agreement. The following describes the form of certificate issued in each relevant jurisdiction:
Delaware: The Delaware Secretary of State, Division of Corporations, issues "Certificates of Good Standing." Each Delaware certificate confirms that the entity was duly formed or incorporated in Delaware and is in good standing, meaning that all annual franchise taxes have been paid and all annual reports have been filed. The certificates bear the seal of the Delaware Secretary of State.
Illinois: The Illinois Secretary of State, Department of Business Services, issues a "Certificate of Good Standing." The Illinois certificate confirms that the entity is in good standing under the laws of the State of Illinois and that all annual report filings are current.
Pennsylvania: The Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, issues a "Certificate of Good Standing." The Pennsylvania certificate confirms that the entity is a corporation duly incorporated and in good standing under the laws of the Commonwealth of Pennsylvania.
South Carolina: The South Carolina Secretary of State issues a "Certificate of Existence." The South Carolina certificate of existence confirms that the entity is a corporation validly existing under the laws of the State of South Carolina. Although titled differently from a "Certificate of Good Standing," the certificate of existence serves the same substantive purpose and is the form of certificate customarily accepted in leveraged lending transactions involving South Carolina-organized entities.
Texas: The Texas Secretary of State issues a "Certificate of Good Standing" or, more precisely, a "Certificate of Fact — Status." The Texas certificate confirms that the entity is in existence and in good standing under the laws of the State of Texas. The "Certificate of Fact — Status" designation is the standard nomenclature used by the Texas Secretary of State for this type of certificate and is functionally equivalent to a certificate of good standing.
Michigan: The Michigan Department of State, Bureau of Commercial Services, issues a "Certificate of Good Standing." The Michigan certificate confirms that the entity is a corporation in good standing under the laws of the State of Michigan and that all required annual filings and fees are current.
C. Coordination with Local Counsel
The procurement of certain good standing certificates was coordinated with local counsel retained in connection with this transaction, as follows:
Delaware Local Counsel. The seven Delaware good standing certificates (Tabs 1, 2, 3, 4, 5, 7, and 8) were ordered with the assistance of Briarcliff Legal Group PA (Catherine Ellsworth, lead partner), located at 1000 North King Street, Wilmington, Delaware 19801. Briarcliff Legal Group PA serves as Delaware local counsel on this transaction and coordinated the expedited filing requests with the Delaware Secretary of State through its established registered agent and filing services. Briarcliff Legal Group PA also assisted in obtaining the Delaware UCC-1 filing confirmations and will be delivering the Delaware local counsel legal opinion in connection with the closing.
Illinois Local Counsel. The Illinois good standing certificate (Tab 6) was coordinated with Hargrove & Whitmore LLP (Robert Kimura, lead partner), located at 233 South Wacker Drive, Suite 4500, Chicago, Illinois 60606. Hargrove & Whitmore LLP serves as Illinois local counsel on this transaction and facilitated the procurement of the Illinois good standing certificate through the Illinois Secretary of State, Department of Business Services. Hargrove & Whitmore LLP will also be delivering the Illinois local counsel legal opinion in connection with the closing.
Other Jurisdictions (Pennsylvania, South Carolina, Texas, and Michigan). The good standing certificates for Clearfield Tool & Die, Inc. (Pennsylvania, Tab 9), Summit Industrial Fabrication Co. (South Carolina, Tab 10), Ridgepoint Specialty Coatings, LLC (Texas, Tab 11), and Lakeshore Precision Engineering, Inc. (Michigan, Tab 12) were ordered directly by Calderwood & Harkness LLP through authorized service agents in each respective jurisdiction. No separate local counsel was retained in Pennsylvania, South Carolina, Texas, or Michigan for purposes of obtaining these certificates; however, to the extent local counsel opinions are required in any such jurisdictions, such opinions will be addressed under separate cover.
D. Bring-Down Confirmation
In addition to the good standing certificates compiled herein, bring-down good standing confirmations were obtained for each Loan Party as of March 27, 2025, which is the business day immediately preceding the Closing Date. The bring-down confirmations were obtained in connection with the pre-closing lien search confirmation process and serve as supplemental verification that each Loan Party remained in good standing as of a date closer to the actual closing. The bring-down good standing certificates and the related lien search confirmation are documented in a separate memorandum titled "Bring-Down Good Standing Certificates and Lien Search Confirmation" dated March 27, 2025, prepared by the undersigned and distributed to the deal team under Matter No. 1005-00001. That memorandum is incorporated herein by reference but is not physically attached to this compilation.
V. ENTITIES EXCLUDED FROM THIS COMPILATION
For the avoidance of doubt, the following entities are not Loan Parties under the Credit Agreement, and accordingly, no good standing certificates have been obtained or included in this compilation for such entities.
A. Foreign Subsidiaries (Not Loan Parties)
The following entities are foreign subsidiaries of the Borrower and are expressly excluded from the definition of "Loan Party" under the Credit Agreement. Consistent with customary practice in leveraged lending transactions, foreign subsidiaries organized outside the United States are not required to provide guarantees or pledge their assets under the Credit Agreement, and no good standing certificates (or their foreign equivalents) are required as conditions precedent to closing with respect to such entities.
1.  Nexford Canada Holdings ULC — An unlimited liability company organized under the laws of the Province of British Columbia, Canada. Principal address: 1055 West Georgia Street, Suite 1500, Vancouver, British Columbia V6E 4N7, Canada. Nexford Canada Holdings ULC is a wholly owned subsidiary of Nexford International Holdings, Inc. (Tab 8) and serves as the intermediate holding company for the Nexford group's Canadian manufacturing operations. As noted above, the pledge of equity interests in Nexford Canada Holdings ULC is limited to 65% of the voting equity and 100% of the non-voting equity, consistent with the CFC holdco pledge structure.
2.  Nexford Canada Manufacturing, Inc. — A corporation organized under the laws of the Province of Ontario, Canada. Principal address: 400 Industrial Road, Mississauga, Ontario L5T 2R3, Canada. Nexford Canada Manufacturing, Inc. is a wholly owned subsidiary of Nexford Canada Holdings ULC and operates the Nexford group's Canadian manufacturing facility in Mississauga, Ontario.
B. Sponsor and Fund Entities (Not Loan Parties)
The following entities are affiliated with the private equity sponsor, Granite Peak Capital Partners, LP, and hold direct or indirect equity interests in the Holdings Guarantor. These entities are not Loan Parties, are not obligors under the Credit Agreement, and have not provided guarantees or pledged their assets in connection with the transaction. No good standing certificates have been obtained for any of the following entities:
1.  Granite Peak Capital Partners, LP — A Delaware limited partnership. Principal address: 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830. Granite Peak Capital Partners, LP is the sponsor and investment management firm overseeing the Nexford investment.
2.  Granite Peak Capital Fund IV, LP — A Delaware limited partnership. Granite Peak Capital Fund IV, LP is the primary investment fund that holds approximately 92% of the membership interests in Granite Peak NIH Holdings, LLC (Holdings).
3.  GP Fund IV Co-Invest, LP — A Delaware limited partnership. GP Fund IV Co-Invest, LP is the co-investment vehicle that holds approximately 8% of the membership interests in Granite Peak NIH Holdings, LLC (Holdings).
4.  Granite Peak Capital GP IV, LLC — A Delaware limited liability company. Granite Peak Capital GP IV, LLC serves as the general partner of Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP.
VI. INDEX OF ATTACHMENTS
The following good standing certificates are attached to this memorandum and are organized behind the tab numbers indicated below. Each certificate is an original or certified copy obtained from the relevant filing authority.
Tab 1: Good Standing Certificate — Nexford Industrial Holdings Inc. (Delaware Secretary of State, dated March 24, 2025)
Tab 2: Good Standing Certificate — Granite Peak NIH Holdings, LLC (Delaware Secretary of State, dated March 24, 2025)
Tab 3: Good Standing Certificate — Nexford Precision Components, Inc. (Delaware Secretary of State, dated March 24, 2025)
Tab 4: Good Standing Certificate — Nexford Engineered Systems, LLC (Delaware Secretary of State, dated March 24, 2025)
Tab 5: Good Standing Certificate — Nexford Coatings & Surface Technologies, Inc. (Delaware Secretary of State, dated March 24, 2025)
Tab 6: Good Standing Certificate — Nexford Manufacturing Services, LLC (Illinois Secretary of State, dated March 25, 2025)
Tab 7: Good Standing Certificate — Nexford Properties, LLC (Delaware Secretary of State, dated March 24, 2025)
Tab 8: Good Standing Certificate — Nexford International Holdings, Inc. (Delaware Secretary of State, dated March 24, 2025)
Tab 9: Good Standing Certificate — Clearfield Tool & Die, Inc. (Pennsylvania Department of State, dated March 25, 2025)
Tab 10: Certificate of Existence — Summit Industrial Fabrication Co. (South Carolina Secretary of State, dated March 25, 2025)
Tab 11: Certificate of Fact — Status (Good Standing) — Ridgepoint Specialty Coatings, LLC (Texas Secretary of State, dated March 25, 2025)
Tab 12: Good Standing Certificate — Lakeshore Precision Engineering, Inc. (Michigan Department of State, dated March 25, 2025)
VII. PREPARER CERTIFICATION
Prepared by:
________________________________________
Sophie Tremblay Associate, Banking & Finance Group Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 555-4800
Email: stremblay@calderwoodharkness.com
Date: March 28, 2025
Reviewed by:
________________________________________
Marcus Leung Lead Associate, Banking & Finance Group Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 555-4815
Email: mleung@calderwoodharkness.com
Date: March 28, 2025
CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGE
This memorandum and the attached certificates are confidential and privileged. They are intended solely for the internal use of the attorneys and staff of Calderwood & Harkness LLP working on the above-referenced matter and for distribution to the client, the Administrative Agent, and counsel to the Administrative Agent, in each case solely in connection with the closing of the transaction described herein. Any other use, reproduction, or distribution without the prior written consent of Calderwood & Harkness LLP is strictly prohibited.
FROM: | Sophie Tremblay, Associate, Banking & Finance Group, Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017
TO: | Claudia Merritt, Responsible Partner; Marcus Leung, Lead Associate; Ian Blackwood, Billing Partner
DATE: | March 28, 2025
RE: | Good Standing Certificates — All Loan Parties — Nexford Industrial Holdings Inc. $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization
MATTER NO.: | 1005-00001
CLIENT/MATTER CODE: | IBL-NIH-2025-031
Tab | Full Legal Name | Short Name | Entity Type | Jurisdiction | Filing Authority | Certificate Date | Status
1 | Nexford Industrial Holdings Inc. | Nexford / NIH | Corporation | Delaware | DE Secretary of State | March 24, 2025 | Good Standing
2 | Granite Peak NIH Holdings, LLC | Holdings | LLC | Delaware | DE Secretary of State | March 24, 2025 | Good Standing
3 | Nexford Precision Components, Inc. | NPC | Corporation | Delaware | DE Secretary of State | March 24, 2025 | Good Standing
4 | Nexford Engineered Systems, LLC | NES | LLC | Delaware | DE Secretary of State | March 24, 2025 | Good Standing
5 | Nexford Coatings & Surface Technologies, Inc. | NCST | Corporation | Delaware | DE Secretary of State | March 24, 2025 | Good Standing
6 | Nexford Manufacturing Services, LLC | NMS | LLC | Illinois | IL Secretary of State | March 25, 2025 | Good Standing
7 | Nexford Properties, LLC | NP LLC | LLC | Delaware | DE Secretary of State | March 24, 2025 | Good Standing
8 | Nexford International Holdings, Inc. | NIH Intl | Corporation | Delaware | DE Secretary of State | March 24, 2025 | Good Standing
9 | Clearfield Tool & Die, Inc. | Clearfield | Corporation | Pennsylvania | PA Department of State | March 25, 2025 | Good Standing
10 | Summit Industrial Fabrication Co. | Summit | Corporation | South Carolina | SC Secretary of State | March 25, 2025 | Good Standing
11 | Ridgepoint Specialty Coatings, LLC | Ridgepoint | LLC | Texas | TX Secretary of State | March 25, 2025 | Good Standing
12 | Lakeshore Precision Engineering, Inc. | Lakeshore | Corporation | Michigan | MI Department of State | March 25, 2025 | Good Standing
Full Legal Name: | Nexford Industrial Holdings Inc.
Short Name: | Nexford / NIH
Entity Type: | Corporation
Jurisdiction of Organization: | State of Delaware
Filing Authority: | Delaware Secretary of State, Division of Corporations
DE File Number: | 5765432
EIN: | 36-4178552
Certificate Date: | March 24, 2025
Status: | Good Standing confirmed
Registered Agent: | Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801
Principal Office / HQ: | 1400 Industrial Parkway, Schaumburg, Illinois 60173
Role in Transaction: | Borrower under the Credit Agreement
Full Legal Name: | Granite Peak NIH Holdings, LLC
Short Name: | Holdings
Entity Type: | Limited Liability Company
Jurisdiction of Organization: | State of Delaware
Filing Authority: | Delaware Secretary of State, Division of Corporations
DE File Number: | 7234891
EIN: | 85-3291047
Certificate Date: | March 24, 2025
Status: | Good Standing confirmed
Registered Agent: | Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801
Role in Transaction: | Holdings Guarantor; direct parent of the Borrower; 100% equity owner of Nexford Industrial Holdings Inc.
Full Legal Name: | Nexford Precision Components, Inc.
Short Name: | NPC
Entity Type: | Corporation
Jurisdiction of Organization: | State of Delaware
Filing Authority: | Delaware Secretary of State, Division of Corporations
Certificate Date: | March 24, 2025
Status: | Good Standing confirmed
Principal Address: | 2750 Commerce Drive, Rockford, Illinois 61101
Role in Transaction: | Subsidiary Guarantor
Full Legal Name: | Nexford Engineered Systems, LLC
Short Name: | NES
Entity Type: | Limited Liability Company
Jurisdiction of Organization: | State of Delaware
Filing Authority: | Delaware Secretary of State, Division of Corporations
Certificate Date: | March 24, 2025
Status: | Good Standing confirmed
Principal Address: | 600 Manufacturers Row, Greenville, South Carolina 29607
Role in Transaction: | Subsidiary Guarantor
Full Legal Name: | Nexford Coatings & Surface Technologies, Inc.
Short Name: | NCST
Entity Type: | Corporation
Jurisdiction of Organization: | State of Delaware
Filing Authority: | Delaware Secretary of State, Division of Corporations
Certificate Date: | March 24, 2025
Status: | Good Standing confirmed
Principal Address: | 9100 Westpark Industrial Boulevard, Houston, Texas 77063
Role in Transaction: | Subsidiary Guarantor
Full Legal Name: | Nexford Manufacturing Services, LLC
Short Name: | NMS
Entity Type: | Limited Liability Company
Jurisdiction of Organization: | State of Illinois
Filing Authority: | Illinois Secretary of State, Department of Business Services
Certificate Date: | March 25, 2025
Status: | Good Standing confirmed
Principal Address: | 1400 Industrial Parkway, Schaumburg, Illinois 60173
Role in Transaction: | Subsidiary Guarantor
Full Legal Name: | Nexford Properties, LLC
Short Name: | NP LLC
Entity Type: | Limited Liability Company
Jurisdiction of Organization: | State of Delaware
Filing Authority: | Delaware Secretary of State, Division of Corporations
Certificate Date: | March 24, 2025
Status: | Good Standing confirmed
Registered Agent: | Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801
Role in Transaction: | Subsidiary Guarantor; real property holding entity for mortgaged properties
Full Legal Name: | Nexford International Holdings, Inc.
Short Name: | NIH Intl
Entity Type: | Corporation
Jurisdiction of Organization: | State of Delaware
Filing Authority: | Delaware Secretary of State, Division of Corporations
Certificate Date: | March 24, 2025
Status: | Good Standing confirmed
Registered Agent: | Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801
Role in Transaction: | Subsidiary Guarantor; CFC holdco
Full Legal Name: | Clearfield Tool & Die, Inc.
Short Name: | Clearfield
Entity Type: | Corporation
Jurisdiction of Organization: | Commonwealth of Pennsylvania
Filing Authority: | Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations
Certificate Date: | March 25, 2025
Status: | Good Standing confirmed
Principal Address: | 175 Clearfield Avenue, Clearfield, Pennsylvania 16830
Role in Transaction: | Subsidiary Guarantor
Full Legal Name: | Summit Industrial Fabrication Co.
Short Name: | Summit
Entity Type: | Corporation
Jurisdiction of Organization: | State of South Carolina
Filing Authority: | South Carolina Secretary of State
Certificate Date: | March 25, 2025
Status: | Good Standing confirmed
Principal Address: | 820 Summit Drive, Spartanburg, South Carolina 29303
Role in Transaction: | Subsidiary Guarantor
Full Legal Name: | Ridgepoint Specialty Coatings, LLC
Short Name: | Ridgepoint
Entity Type: | Limited Liability Company
Jurisdiction of Organization: | State of Texas
Filing Authority: | Texas Secretary of State
Certificate Date: | March 25, 2025
Status: | Good Standing confirmed
Principal Address: | 9100 Westpark Industrial Boulevard, Houston, Texas 77063
Role in Transaction: | Subsidiary Guarantor
Full Legal Name: | Lakeshore Precision Engineering, Inc.
Short Name: | Lakeshore
Entity Type: | Corporation
Jurisdiction of Organization: | State of Michigan
Filing Authority: | Michigan Department of State, Bureau of Commercial Services
Certificate Date: | March 25, 2025
Status: | Good Standing confirmed
Principal Address: | 3200 Lakeshore Boulevard, Muskegon, Michigan 49441
Role in Transaction: | Subsidiary Guarantor
Matter No.: | 1005-00001
Client/Matter Code: | IBL-NIH-2025-031

CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGE

CALDERWOOD & HARKNESS LLP

MEMORANDUM

I. PURPOSE AND BACKGROUND

II. SUMMARY TABLE OF GOOD STANDING CERTIFICATES

III. DETAILED CERTIFICATE DESCRIPTIONS

IV. NOTES ON CERTIFICATE PROCUREMENT

V. ENTITIES EXCLUDED FROM THIS COMPILATION

VI. INDEX OF ATTACHMENTS

VII. PREPARER CERTIFICATION

Record

Parties

Dates

Amounts