1005-00001 · Nexford Industrial Holdings · Closing

officers-certificate-borrower.docx DOCUMENT Finance & Banking

13 / 157 ← → ✕

OFFICER'S CERTIFICATE OF THE BORROWER

Representations and Warranties; No Default

This Officer's Certificate (this "Certificate") is delivered pursuant to Section 4.01 of that certain Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent" and the "Collateral Agent," respectively), Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders from time to time party thereto.

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.

Section 1. Identification of Certifying Officer

The undersigned, Michelle Kaplan, hereby certifies that she is the duly elected, qualified, and acting Chief Financial Officer of Nexford Industrial Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Borrower"). The undersigned has held the office of Chief Financial Officer of the Borrower continuously since January 15, 2021, and is authorized by the Board of Directors of the Borrower, pursuant to resolutions duly adopted on March 12, 2025 (copies of which have been delivered to the Administrative Agent), to execute and deliver this Certificate on behalf of the Borrower.

The Borrower's principal executive offices are located at 1400 Industrial Parkway, Schaumburg, Illinois 60173. The Borrower is incorporated in the State of Delaware, Delaware Secretary of State File Number 5765432, and its federal employer identification number (EIN) is 36-4178552.

This Certificate is delivered in connection with the initial borrowing of the $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B") on the Closing Date (March 28, 2025) under the Credit Agreement. The undersigned is authorized to execute and deliver this Certificate on behalf of the Borrower and is familiar with the transactions contemplated by the Credit Agreement and the other Loan Documents (collectively, the "Transactions"), including, without limitation: (a) the initial borrowing of the Term Loan B under the Credit Agreement; (b) the refinancing and repayment in full of the existing first lien term loan under that certain Credit Agreement dated as of June 14, 2019, as amended, among the Borrower, the guarantors party thereto, Atlas Meridian Bank, N.A., as administrative agent, and the lenders party thereto (the "Existing Credit Agreement"), and the termination of the revolving credit commitments thereunder; (c) the dividend recapitalization distribution to Granite Peak NIH Holdings, LLC, the direct parent entity of the Borrower (the "Sponsor"); (d) the payment of all fees, premiums, costs, and expenses incurred in connection with the foregoing; and (e) the application of the remaining proceeds for general corporate purposes. The undersigned has reviewed the Credit Agreement, the other Loan Documents, and such corporate records and other documents and has made such inquiries as the undersigned has deemed necessary or appropriate in order to provide the certifications set forth herein.

Section 2. Certification Regarding Representations and Warranties

The undersigned hereby certifies that, as of the date hereof (March 28, 2025), after giving effect to the Transactions (including the initial borrowing under the Term Loan B in the aggregate principal amount of $1,400,000,000, the application of proceeds thereof as described in Section 4 below, and the consummation of the other transactions contemplated by the Credit Agreement and the other Loan Documents on the Closing Date), each of the representations and warranties made by the Borrower and each other Loan Party in Article V of the Credit Agreement and in each other Loan Document to which such Loan Party is a party is true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, true and correct in all respects) on and as of such date, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or, as applicable, in all respects) as of such earlier date.

Without limiting the generality of the foregoing certification, the key representations and warranties confirmed to be true and correct as of the date hereof include, without limitation, the following:

(a) Organization; Existence; Good Standing. The Borrower and each Subsidiary Guarantor (i) is duly organized or formed, validly existing, and in good standing under the laws of its respective jurisdiction of organization or formation, (ii) has all requisite corporate, limited liability company, or other organizational power and authority necessary to own its assets and to carry on its business as presently conducted, and (iii) is duly qualified and in good standing as a foreign entity in each jurisdiction where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect. The Borrower is organized in the State of Delaware. The Subsidiary Guarantors are organized in the following jurisdictions: Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan, as more particularly described in the schedules to the Credit Agreement.

(b) Authorization; Enforceability. The execution, delivery, and performance by the Borrower and each other Loan Party of the Credit Agreement, the Guarantee Agreement dated as of the date hereof, the Security Agreement dated as of the date hereof, the Pledge Agreements dated as of the date hereof (including each stock pledge and membership interest pledge), the intellectual Property Security Agreement dated as of the date hereof, the Intercreditor Agreement dated as of the date hereof, and all other Loan Documents to which such Loan Party is a party have been duly authorized by all necessary corporate, limited liability company, or other organizational action. Each such Loan Document constitutes a legal, valid, and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(c) No Conflict. The execution, delivery, and performance by the Borrower and each other Loan Party of the Loan Documents to which such Loan Party is a party, and the consummation of the Transactions, do not and will not (i) violate any provision of any organizational document of such Loan Party, (ii) violate any applicable law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any governmental authority applicable to such Loan Party, or (iii) result in a breach of, or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to a right of termination, cancellation, or acceleration under, any material agreement, indenture, or instrument to which such Loan Party is a party or by which such Loan Party or any of its assets may be bound.

(d) No Material Adverse Effect. There has been no Material Adverse Effect since December 31, 2024, which is the date of the most recent audited financial statements of the Borrower and its consolidated Subsidiaries, as prepared by the Borrower's independent registered public accounting firm, Ashworth & Kendrick LLP.

(e) Financial Statements. The audited consolidated financial statements of the Borrower and its Subsidiaries as of and for the fiscal year ended December 31, 2024, and the unaudited consolidated financial statements of the Borrower and its Subsidiaries for such interim periods as have been delivered to the Administrative Agent, fairly present in all material respects the consolidated financial condition and results of operations of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby, in accordance with GAAP consistently applied (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes). The LTM financial data as of December 31, 2024, including Revenue of $2,100,000,000 and Adjusted EBITDA of $385,000,000, as set forth in the Confidential Information Memorandum and the financial model delivered to the Administrative Agent, is accurate in all material respects and has been prepared in good faith on the basis of assumptions believed by the Borrower to be reasonable at the time of preparation.

(f) Security Interests; Collateral. The Administrative Agent, for the benefit of the Secured Parties, holds valid and perfected first-priority security interests in and liens upon the Collateral (subject only to Permitted Liens), including, without limitation: (i) a pledge of 100% of the issued and outstanding equity interests of each domestic Subsidiary directly owned by the Borrower or any Subsidiary Guarantor; and (ii) with respect to first-tier foreign subsidiaries, a pledge of 65% of the voting equity interests and 100% of the non-voting equity interests of Nexford Canada Holdings ULC through the CFC Holdco limited pledge by Nexford International Holdings, Inc. All filings and recordings necessary to perfect such security interests (including UCC-1 financing statements, intellectual property filings with the United States Patent and Trademark Office and the United States Copyright Office, and stock certificates and stock powers with respect to pledged equity) have been made or delivered, as applicable.

(g) Compliance with Laws. The Borrower and each of its Subsidiaries is in compliance with all applicable laws, statutes, rules, regulations, and orders of any governmental authority (including, without limitation, all applicable environmental laws, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Internal Revenue Code of 1986, as amended (the "Code"), and all applicable tax laws), except where the failure to be in compliance could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(h) Litigation. There are no actions, suits, proceedings, claims, disputes, or investigations pending or, to the knowledge of the Borrower, threatened in writing, at law, in equity, in arbitration, or before any governmental authority, against or affecting the Borrower or any of its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(i) Sanctions. The Borrower and each of its Subsidiaries are in compliance with all Sanctions laws, 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, and His Majesty's Treasury of the United Kingdom. No Loan Party, nor any director, officer, or employee thereof, nor, to the knowledge of the Loan Parties, any agent of any Loan Party acting in any capacity in connection with the credit facilities established pursuant to the Credit Agreement, is a Sanctioned Person (as defined in the Credit Agreement).

(j) Anti-Corruption; Anti-Money Laundering. The Borrower and each of its Subsidiaries are in compliance with all applicable anti-corruption laws, including the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the USA PATRIOT Act (Title III of Pub. L. 107-56, as amended), and the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq., as amended), and all regulations promulgated thereunder. The Borrower and each of its Subsidiaries have instituted and maintain policies and procedures designed to ensure compliance with such laws.

(k) Beneficial Ownership. All beneficial ownership information delivered to the Administrative Agent pursuant to the Credit Agreement and applicable "know your customer" and anti-money laundering rules and regulations, including the Beneficial Ownership Regulation (31 C.F.R. § 1010.230), is true, correct, and complete in all material respects as of the date hereof.

(l) Solvency. After giving effect to the Transactions, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent (as defined in the Credit Agreement). Without limiting the foregoing, (i) the sum of the assets, at a fair valuation, of the Borrower and its Subsidiaries, on a consolidated basis, exceeds the sum of all liabilities (including contingent liabilities) of the Borrower and its Subsidiaries, on a consolidated basis, (ii) the Borrower and its Subsidiaries, on a consolidated basis, do not have unreasonably small capital with which to conduct their businesses as presently conducted and as proposed to be conducted after the Closing Date, and (iii) the Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and obligations as they become due in the ordinary course of business.

(m) Organizational Information. The corporate organization chart of the Nexford group delivered to the Administrative Agent on or prior to the Closing Date (attached as an exhibit to the perfection certificate delivered in connection with the Security Agreement) is true, correct, and complete in all material respects as of the date hereof and accurately reflects the ownership structure of the Borrower and each of its Subsidiaries, including the identity of each Subsidiary, its jurisdiction of organization, and the percentage of equity interests owned directly or indirectly by the Borrower.

Section 3. Certification Regarding No Default or Event of Default

The undersigned hereby certifies that, as of the date hereof (March 28, 2025), after giving effect to the Transactions, including, without limitation: (a) the initial borrowing under the Term Loan B facility in the aggregate principal amount of $1,400,000,000; (b) the repayment in full of the existing first lien term loan under the Existing Credit Agreement with Atlas Meridian Bank, N.A., as administrative agent, in an aggregate amount of approximately $879,375,000 (representing $875,000,000 in aggregate outstanding principal amount plus approximately $4,375,000 in accrued and unpaid interest through and including the date hereof); (c) the termination of the existing revolving credit facility under the Existing Credit Agreement (which revolving credit facility is undrawn as of the date hereof); (d) the payment of the dividend distribution to Granite Peak NIH Holdings, LLC; and (e) the payment of all transaction fees and expenses in connection with the foregoing—no Default or Event of Default (each as defined in the Credit Agreement) has occurred and is continuing, or would result from the initial borrowing under the Credit Agreement on the date hereof.

In addition, the undersigned hereby certifies that all conditions precedent to the initial borrowing on the Closing Date set forth in Section 4.01 (Conditions to Initial Borrowing) of the Credit Agreement have been satisfied (or, where applicable, waived in writing by the Administrative Agent or the Required Lenders, as the case may be) as of the date hereof. Such conditions include, without limitation, the delivery of this Certificate, the delivery of customary legal opinions from Brackoven & Moore LLP, counsel to the Loan Parties, the delivery of executed Loan Documents, the receipt of all required governmental and third-party consents, the completion of all required UCC, intellectual property, and other filings, and the satisfaction of the "SunGard" certain funds conditions.

Section 4. Certification Regarding Use of Proceeds

The undersigned hereby certifies that the proceeds of the Term Loans borrowed on the date hereof will be applied solely as follows:

The undersigned further certifies that no part of the proceeds of any Term Loan will be used, directly or indirectly: (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money or anything of value to any person in violation of any applicable anti-corruption laws, including the FCPA; (b) for the purpose of funding, financing, or facilitating any activities, business, or transactions of or with any Sanctioned Person or in any Sanctioned Country, in each case in violation of any applicable Sanctions; or (c) in any manner that would result in a violation of any applicable Sanctions (including those administered by OFAC, the U.S. Department of State, or any other relevant governmental authority), any applicable anti-corruption laws, or any applicable anti-money laundering laws (including the USA PATRIOT Act and the Bank Secrecy Act).

Section 5. Certification Regarding Pro Forma Compliance

The undersigned hereby certifies that, as of the date hereof and after giving pro forma effect to the Transactions (including the initial borrowing under the Term Loan B, the application of proceeds thereof as described in Section 4 above, and the consummation of the other transactions contemplated by the Credit Agreement):

(a) Pro Forma First Lien Net Leverage Ratio. The pro forma First Lien Net Leverage Ratio as of the Closing Date is approximately 3.38x, calculated as follows:

(i) Total First Lien Debt: $1,400,000,000 (consisting solely of the Term Loan B);

(ii) Less: Unrestricted Cash and Cash Equivalents: $100,000,000;

(iii) Net First Lien Debt: $1,300,000,000;

(iv) LTM Adjusted EBITDA (as of December 31, 2024): $385,000,000;

(v) First Lien Net Leverage Ratio: $1,300,000,000 / $385,000,000 = 3.38x.

(b) Pro Forma Total Net Leverage Ratio. The pro forma Total Net Leverage Ratio as of the Closing Date is approximately 4.03x, calculated as follows:

(i) Total First Lien Debt: $1,400,000,000 (consisting solely of the Term Loan B);

(ii) Plus: Senior Unsecured Notes due 2028: $250,000,000;

(iii) Total Funded Debt: $1,650,000,000;

(iv) Less: Unrestricted Cash and Cash Equivalents: $100,000,000;

(v) Total Net Debt: $1,550,000,000;

(vi) LTM Adjusted EBITDA (as of December 31, 2024): $385,000,000;

(vii) Total Net Leverage Ratio: $1,550,000,000 / $385,000,000 = 4.03x.

(c) Springing Financial Covenant. Each such ratio set forth above is in compliance with the terms of the Credit Agreement. The Credit Agreement includes a springing financial covenant requiring that the First Lien Net Leverage Ratio not exceed 5.00x, which is tested solely when the aggregate outstanding revolving borrowings under any revolving credit facility (if established) exceed 40% of the aggregate revolving commitments at the end of any fiscal quarter. As of the date hereof, no revolving credit facility has been established under the Credit Agreement, and accordingly, such springing financial covenant is not currently being tested. For the avoidance of doubt, the pro forma First Lien Net Leverage Ratio of 3.38x is well within compliance with the 5.00x maximum threshold.

Section 6. Certification Regarding Material Adverse Effect

The undersigned hereby certifies that, since December 31, 2024 (the date of the most recent audited consolidated financial statements of the Borrower and its Subsidiaries), there has been no event, change, circumstance, condition, effect, occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on:

(a) the business, assets, properties, liabilities (actual or contingent), results of operations, or financial condition of the Borrower and its Subsidiaries, taken as a whole;

(b) the ability of the Borrower or any other Loan Party to perform its obligations under the Credit Agreement or any other Loan Document to which it is a party; or

(c) the rights and remedies of the Administrative Agent, the Collateral Agent, and the Lenders under the Credit Agreement or any other Loan Document.

Section 7. Certification Regarding Insurance

The undersigned hereby certifies that the Borrower and its Subsidiaries maintain insurance with financially sound and reputable insurance companies that are not Affiliates of the Borrower (except to the extent permitted by the Credit Agreement), in such amounts, with such deductibles, and covering such risks as are customarily carried by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and owning similar properties, in compliance with the requirements of Section 6.07 of the Credit Agreement. Without limiting the generality of the foregoing:

(a) Property and Casualty Insurance. The Borrower and its Subsidiaries maintain comprehensive property and casualty insurance (including commercial general liability, umbrella/excess liability, automobile liability, workers' compensation, and property/business interruption coverage) with Continental Shield Underwriters, Inc. as the primary insurance carrier. The Administrative Agent has been named as lender's loss payee and/or additional insured, as applicable, on all such policies in accordance with the requirements of the Credit Agreement and the Security Agreement.

(b) Directors and Officers Insurance. The Borrower maintains directors' and officers' liability insurance with Meridian Specialty Insurance Co. in amounts and with coverage terms consistent with the requirements of the Credit Agreement and customary for companies of comparable size and operations.

(c) Insurance Broker. The Borrower's insurance broker of record is Vantage Risk Advisors, LLC, and such broker has confirmed that all required insurance policies are in full force and effect as of the date hereof.

Certificates of insurance and endorsements evidencing the foregoing insurance coverage, together with evidence that the Administrative Agent and the Collateral Agent have been named as lender's loss payee and additional insured as required by the Loan Documents, have been delivered to the Administrative Agent on or prior to the date hereof.

Section 8. Reliance; No Personal Liability

This Certificate is being delivered to Crescent Harbor Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, for the benefit of the Administrative Agent, the Collateral Agent, and each of the Lenders, in satisfaction of the conditions precedent to the initial borrowing on the Closing Date set forth in Section 4.01 of the Credit Agreement. The Administrative Agent, the Collateral Agent, and each Lender is entitled to rely upon the certifications, representations, and statements set forth herein, and the undersigned acknowledges that the Administrative Agent, the Collateral Agent, and each Lender is entering into the transactions contemplated by the Credit Agreement and extending credit thereunder in reliance upon, among other things, the truth and accuracy of such certifications, representations, and statements.

The certifications, representations, and statements made herein are made by the undersigned solely in her capacity as Chief Financial Officer of the Borrower and not in any individual or personal capacity. The undersigned shall have no personal liability whatsoever with respect to the certifications, representations, and statements contained herein, and no claim arising out of or relating to this Certificate shall be made against the undersigned in her individual or personal capacity.

This Certificate shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles that would lead to the application of the laws of any other jurisdiction (except to the extent that the Uniform Commercial Code of the State of New York provides for the application of the laws of another state).

[Signature Page Follows]

[Signature Page to Officer's Certificate of the Borrower]

IN WITNESS WHEREOF, the undersigned has duly executed this Officer's Certificate as of March 28, 2025.

NEXFORD INDUSTRIAL HOLDINGS INC.

By: ________

Name: Michelle Kaplan

Title: Chief Financial Officer

Date: March 28, 2025

Use of Proceeds	Approximate Amount
Refinancing of existing first lien term loan under the Existing Credit Agreement ($875,000,000 outstanding principal plus approximately $4,375,000 accrued and unpaid interest)	$879,375,000
Repayment of existing revolving credit facility (currently undrawn; commitment being terminated)	$0
Dividend distribution to Granite Peak NIH Holdings, LLC	$335,000,000
Transaction fees and expenses (arrangement fees, original issue discount, legal fees, advisory fees, and other transaction costs)	$38,625,000
General corporate purposes (retained on the Borrower's balance sheet)	$147,000,000
Total Sources	$1,400,000,000

OFFICER'S CERTIFICATE OF THE BORROWER
Representations and Warranties; No Default
This Officer's Certificate (this "Certificate") is delivered pursuant to Section 4.01 of that certain Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent" and the "Collateral Agent," respectively), Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders from time to time party thereto.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.
Section 1. Identification of Certifying Officer
The undersigned, Michelle Kaplan, hereby certifies that she is the duly elected, qualified, and acting Chief Financial Officer of Nexford Industrial Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Borrower"). The undersigned has held the office of Chief Financial Officer of the Borrower continuously since January 15, 2021, and is authorized by the Board of Directors of the Borrower, pursuant to resolutions duly adopted on March 12, 2025 (copies of which have been delivered to the Administrative Agent), to execute and deliver this Certificate on behalf of the Borrower.
The Borrower's principal executive offices are located at 1400 Industrial Parkway, Schaumburg, Illinois 60173. The Borrower is incorporated in the State of Delaware, Delaware Secretary of State File Number 5765432, and its federal employer identification number (EIN) is 36-4178552.
This Certificate is delivered in connection with the initial borrowing of the $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B") on the Closing Date (March 28, 2025) under the Credit Agreement. The undersigned is authorized to execute and deliver this Certificate on behalf of the Borrower and is familiar with the transactions contemplated by the Credit Agreement and the other Loan Documents (collectively, the "Transactions"), including, without limitation: (a) the initial borrowing of the Term Loan B under the Credit Agreement; (b) the refinancing and repayment in full of the existing first lien term loan under that certain Credit Agreement dated as of June 14, 2019, as amended, among the Borrower, the guarantors party thereto, Atlas Meridian Bank, N.A., as administrative agent, and the lenders party thereto (the "Existing Credit Agreement"), and the termination of the revolving credit commitments thereunder; (c) the dividend recapitalization distribution to Granite Peak NIH Holdings, LLC, the direct parent entity of the Borrower (the "Sponsor"); (d) the payment of all fees, premiums, costs, and expenses incurred in connection with the foregoing; and (e) the application of the remaining proceeds for general corporate purposes. The undersigned has reviewed the Credit Agreement, the other Loan Documents, and such corporate records and other documents and has made such inquiries as the undersigned has deemed necessary or appropriate in order to provide the certifications set forth herein.
Section 2. Certification Regarding Representations and Warranties
The undersigned hereby certifies that, as of the date hereof (March 28, 2025), after giving effect to the Transactions (including the initial borrowing under the Term Loan B in the aggregate principal amount of $1,400,000,000, the application of proceeds thereof as described in Section 4 below, and the consummation of the other transactions contemplated by the Credit Agreement and the other Loan Documents on the Closing Date), each of the representations and warranties made by the Borrower and each other Loan Party in Article V of the Credit Agreement and in each other Loan Document to which such Loan Party is a party is true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality or reference to Material Adverse Effect, true and correct in all respects) on and as of such date, with the same effect as though such representations and warranties had been made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or, as applicable, in all respects) as of such earlier date.
Without limiting the generality of the foregoing certification, the key representations and warranties confirmed to be true and correct as of the date hereof include, without limitation, the following:
(a) Organization; Existence; Good Standing. The Borrower and each Subsidiary Guarantor (i) is duly organized or formed, validly existing, and in good standing under the laws of its respective jurisdiction of organization or formation, (ii) has all requisite corporate, limited liability company, or other organizational power and authority necessary to own its assets and to carry on its business as presently conducted, and (iii) is duly qualified and in good standing as a foreign entity in each jurisdiction where the failure to be so qualified could reasonably be expected to have a Material Adverse Effect. The Borrower is organized in the State of Delaware. The Subsidiary Guarantors are organized in the following jurisdictions: Delaware, Illinois, Pennsylvania, South Carolina, Texas, and Michigan, as more particularly described in the schedules to the Credit Agreement.
(b) Authorization; Enforceability. The execution, delivery, and performance by the Borrower and each other Loan Party of the Credit Agreement, the Guarantee Agreement dated as of the date hereof, the Security Agreement dated as of the date hereof, the Pledge Agreements dated as of the date hereof (including each stock pledge and membership interest pledge), the intellectual Property Security Agreement dated as of the date hereof, the Intercreditor Agreement dated as of the date hereof, and all other Loan Documents to which such Loan Party is a party have been duly authorized by all necessary corporate, limited liability company, or other organizational action. Each such Loan Document constitutes a legal, valid, and binding obligation of each Loan Party party thereto, enforceable against such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally, and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(c) No Conflict. The execution, delivery, and performance by the Borrower and each other Loan Party of the Loan Documents to which such Loan Party is a party, and the consummation of the Transactions, do not and will not (i) violate any provision of any organizational document of such Loan Party, (ii) violate any applicable law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any governmental authority applicable to such Loan Party, or (iii) result in a breach of, or constitute a default (with or without the giving of notice or the lapse of time or both) under, or give rise to a right of termination, cancellation, or acceleration under, any material agreement, indenture, or instrument to which such Loan Party is a party or by which such Loan Party or any of its assets may be bound.
(d) No Material Adverse Effect. There has been no Material Adverse Effect since December 31, 2024, which is the date of the most recent audited financial statements of the Borrower and its consolidated Subsidiaries, as prepared by the Borrower's independent registered public accounting firm, Ashworth & Kendrick LLP.
(e) Financial Statements. The audited consolidated financial statements of the Borrower and its Subsidiaries as of and for the fiscal year ended December 31, 2024, and the unaudited consolidated financial statements of the Borrower and its Subsidiaries for such interim periods as have been delivered to the Administrative Agent, fairly present in all material respects the consolidated financial condition and results of operations of the Borrower and its Subsidiaries as of the dates thereof and for the periods covered thereby, in accordance with GAAP consistently applied (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes). The LTM financial data as of December 31, 2024, including Revenue of $2,100,000,000 and Adjusted EBITDA of $385,000,000, as set forth in the Confidential Information Memorandum and the financial model delivered to the Administrative Agent, is accurate in all material respects and has been prepared in good faith on the basis of assumptions believed by the Borrower to be reasonable at the time of preparation.
(f) Security Interests; Collateral. The Administrative Agent, for the benefit of the Secured Parties, holds valid and perfected first-priority security interests in and liens upon the Collateral (subject only to Permitted Liens), including, without limitation: (i) a pledge of 100% of the issued and outstanding equity interests of each domestic Subsidiary directly owned by the Borrower or any Subsidiary Guarantor; and (ii) with respect to first-tier foreign subsidiaries, a pledge of 65% of the voting equity interests and 100% of the non-voting equity interests of Nexford Canada Holdings ULC through the CFC Holdco limited pledge by Nexford International Holdings, Inc. All filings and recordings necessary to perfect such security interests (including UCC-1 financing statements, intellectual property filings with the United States Patent and Trademark Office and the United States Copyright Office, and stock certificates and stock powers with respect to pledged equity) have been made or delivered, as applicable.
(g) Compliance with Laws. The Borrower and each of its Subsidiaries is in compliance with all applicable laws, statutes, rules, regulations, and orders of any governmental authority (including, without limitation, all applicable environmental laws, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Internal Revenue Code of 1986, as amended (the "Code"), and all applicable tax laws), except where the failure to be in compliance could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(h) Litigation. There are no actions, suits, proceedings, claims, disputes, or investigations pending or, to the knowledge of the Borrower, threatened in writing, at law, in equity, in arbitration, or before any governmental authority, against or affecting the Borrower or any of its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(i) Sanctions. The Borrower and each of its Subsidiaries are in compliance with all Sanctions laws, 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, and His Majesty's Treasury of the United Kingdom. No Loan Party, nor any director, officer, or employee thereof, nor, to the knowledge of the Loan Parties, any agent of any Loan Party acting in any capacity in connection with the credit facilities established pursuant to the Credit Agreement, is a Sanctioned Person (as defined in the Credit Agreement).
(j) Anti-Corruption; Anti-Money Laundering. The Borrower and each of its Subsidiaries are in compliance with all applicable anti-corruption laws, including the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the USA PATRIOT Act (Title III of Pub. L. 107-56, as amended), and the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq., as amended), and all regulations promulgated thereunder. The Borrower and each of its Subsidiaries have instituted and maintain policies and procedures designed to ensure compliance with such laws.
(k) Beneficial Ownership. All beneficial ownership information delivered to the Administrative Agent pursuant to the Credit Agreement and applicable "know your customer" and anti-money laundering rules and regulations, including the Beneficial Ownership Regulation (31 C.F.R. § 1010.230), is true, correct, and complete in all material respects as of the date hereof.
(l) Solvency. After giving effect to the Transactions, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent (as defined in the Credit Agreement). Without limiting the foregoing, (i) the sum of the assets, at a fair valuation, of the Borrower and its Subsidiaries, on a consolidated basis, exceeds the sum of all liabilities (including contingent liabilities) of the Borrower and its Subsidiaries, on a consolidated basis, (ii) the Borrower and its Subsidiaries, on a consolidated basis, do not have unreasonably small capital with which to conduct their businesses as presently conducted and as proposed to be conducted after the Closing Date, and (iii) the Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and obligations as they become due in the ordinary course of business.
(m) Organizational Information. The corporate organization chart of the Nexford group delivered to the Administrative Agent on or prior to the Closing Date (attached as an exhibit to the perfection certificate delivered in connection with the Security Agreement) is true, correct, and complete in all material respects as of the date hereof and accurately reflects the ownership structure of the Borrower and each of its Subsidiaries, including the identity of each Subsidiary, its jurisdiction of organization, and the percentage of equity interests owned directly or indirectly by the Borrower.
Section 3. Certification Regarding No Default or Event of Default
The undersigned hereby certifies that, as of the date hereof (March 28, 2025), after giving effect to the Transactions, including, without limitation: (a) the initial borrowing under the Term Loan B facility in the aggregate principal amount of $1,400,000,000; (b) the repayment in full of the existing first lien term loan under the Existing Credit Agreement with Atlas Meridian Bank, N.A., as administrative agent, in an aggregate amount of approximately $879,375,000 (representing $875,000,000 in aggregate outstanding principal amount plus approximately $4,375,000 in accrued and unpaid interest through and including the date hereof); (c) the termination of the existing revolving credit facility under the Existing Credit Agreement (which revolving credit facility is undrawn as of the date hereof); (d) the payment of the dividend distribution to Granite Peak NIH Holdings, LLC; and (e) the payment of all transaction fees and expenses in connection with the foregoing—no Default or Event of Default (each as defined in the Credit Agreement) has occurred and is continuing, or would result from the initial borrowing under the Credit Agreement on the date hereof.
In addition, the undersigned hereby certifies that all conditions precedent to the initial borrowing on the Closing Date set forth in Section 4.01 (Conditions to Initial Borrowing) of the Credit Agreement have been satisfied (or, where applicable, waived in writing by the Administrative Agent or the Required Lenders, as the case may be) as of the date hereof. Such conditions include, without limitation, the delivery of this Certificate, the delivery of customary legal opinions from Brackoven & Moore LLP, counsel to the Loan Parties, the delivery of executed Loan Documents, the receipt of all required governmental and third-party consents, the completion of all required UCC, intellectual property, and other filings, and the satisfaction of the "SunGard" certain funds conditions.
Section 4. Certification Regarding Use of Proceeds
The undersigned hereby certifies that the proceeds of the Term Loans borrowed on the date hereof will be applied solely as follows:
The undersigned further certifies that no part of the proceeds of any Term Loan will be used, directly or indirectly: (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money or anything of value to any person in violation of any applicable anti-corruption laws, including the FCPA; (b) for the purpose of funding, financing, or facilitating any activities, business, or transactions of or with any Sanctioned Person or in any Sanctioned Country, in each case in violation of any applicable Sanctions; or (c) in any manner that would result in a violation of any applicable Sanctions (including those administered by OFAC, the U.S. Department of State, or any other relevant governmental authority), any applicable anti-corruption laws, or any applicable anti-money laundering laws (including the USA PATRIOT Act and the Bank Secrecy Act).
Section 5. Certification Regarding Pro Forma Compliance
The undersigned hereby certifies that, as of the date hereof and after giving pro forma effect to the Transactions (including the initial borrowing under the Term Loan B, the application of proceeds thereof as described in Section 4 above, and the consummation of the other transactions contemplated by the Credit Agreement):
(a) Pro Forma First Lien Net Leverage Ratio. The pro forma First Lien Net Leverage Ratio as of the Closing Date is approximately 3.38x, calculated as follows:
(i) Total First Lien Debt: $1,400,000,000 (consisting solely of the Term Loan B);
(ii) Less: Unrestricted Cash and Cash Equivalents: $100,000,000;
(iii) Net First Lien Debt: $1,300,000,000;
(iv) LTM Adjusted EBITDA (as of December 31, 2024): $385,000,000;
(v) First Lien Net Leverage Ratio: $1,300,000,000 / $385,000,000 = 3.38x.
(b) Pro Forma Total Net Leverage Ratio. The pro forma Total Net Leverage Ratio as of the Closing Date is approximately 4.03x, calculated as follows:
(i) Total First Lien Debt: $1,400,000,000 (consisting solely of the Term Loan B);
(ii) Plus: Senior Unsecured Notes due 2028: $250,000,000;
(iii) Total Funded Debt: $1,650,000,000;
(iv) Less: Unrestricted Cash and Cash Equivalents: $100,000,000;
(v) Total Net Debt: $1,550,000,000;
(vi) LTM Adjusted EBITDA (as of December 31, 2024): $385,000,000;
(vii) Total Net Leverage Ratio: $1,550,000,000 / $385,000,000 = 4.03x.
(c) Springing Financial Covenant. Each such ratio set forth above is in compliance with the terms of the Credit Agreement. The Credit Agreement includes a springing financial covenant requiring that the First Lien Net Leverage Ratio not exceed 5.00x, which is tested solely when the aggregate outstanding revolving borrowings under any revolving credit facility (if established) exceed 40% of the aggregate revolving commitments at the end of any fiscal quarter. As of the date hereof, no revolving credit facility has been established under the Credit Agreement, and accordingly, such springing financial covenant is not currently being tested. For the avoidance of doubt, the pro forma First Lien Net Leverage Ratio of 3.38x is well within compliance with the 5.00x maximum threshold.
Section 6. Certification Regarding Material Adverse Effect
The undersigned hereby certifies that, since December 31, 2024 (the date of the most recent audited consolidated financial statements of the Borrower and its Subsidiaries), there has been no event, change, circumstance, condition, effect, occurrence, or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on:
(a) the business, assets, properties, liabilities (actual or contingent), results of operations, or financial condition of the Borrower and its Subsidiaries, taken as a whole;
(b) the ability of the Borrower or any other Loan Party to perform its obligations under the Credit Agreement or any other Loan Document to which it is a party; or
(c) the rights and remedies of the Administrative Agent, the Collateral Agent, and the Lenders under the Credit Agreement or any other Loan Document.
Section 7. Certification Regarding Insurance
The undersigned hereby certifies that the Borrower and its Subsidiaries maintain insurance with financially sound and reputable insurance companies that are not Affiliates of the Borrower (except to the extent permitted by the Credit Agreement), in such amounts, with such deductibles, and covering such risks as are customarily carried by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and owning similar properties, in compliance with the requirements of Section 6.07 of the Credit Agreement. Without limiting the generality of the foregoing:
(a) Property and Casualty Insurance. The Borrower and its Subsidiaries maintain comprehensive property and casualty insurance (including commercial general liability, umbrella/excess liability, automobile liability, workers' compensation, and property/business interruption coverage) with Continental Shield Underwriters, Inc. as the primary insurance carrier. The Administrative Agent has been named as lender's loss payee and/or additional insured, as applicable, on all such policies in accordance with the requirements of the Credit Agreement and the Security Agreement.
(b) Directors and Officers Insurance. The Borrower maintains directors' and officers' liability insurance with Meridian Specialty Insurance Co. in amounts and with coverage terms consistent with the requirements of the Credit Agreement and customary for companies of comparable size and operations.
(c) Insurance Broker. The Borrower's insurance broker of record is Vantage Risk Advisors, LLC, and such broker has confirmed that all required insurance policies are in full force and effect as of the date hereof.
Certificates of insurance and endorsements evidencing the foregoing insurance coverage, together with evidence that the Administrative Agent and the Collateral Agent have been named as lender's loss payee and additional insured as required by the Loan Documents, have been delivered to the Administrative Agent on or prior to the date hereof.
Section 8. Reliance; No Personal Liability
This Certificate is being delivered to Crescent Harbor Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, for the benefit of the Administrative Agent, the Collateral Agent, and each of the Lenders, in satisfaction of the conditions precedent to the initial borrowing on the Closing Date set forth in Section 4.01 of the Credit Agreement. The Administrative Agent, the Collateral Agent, and each Lender is entitled to rely upon the certifications, representations, and statements set forth herein, and the undersigned acknowledges that the Administrative Agent, the Collateral Agent, and each Lender is entering into the transactions contemplated by the Credit Agreement and extending credit thereunder in reliance upon, among other things, the truth and accuracy of such certifications, representations, and statements.
The certifications, representations, and statements made herein are made by the undersigned solely in her capacity as Chief Financial Officer of the Borrower and not in any individual or personal capacity. The undersigned shall have no personal liability whatsoever with respect to the certifications, representations, and statements contained herein, and no claim arising out of or relating to this Certificate shall be made against the undersigned in her individual or personal capacity.
This Certificate shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles that would lead to the application of the laws of any other jurisdiction (except to the extent that the Uniform Commercial Code of the State of New York provides for the application of the laws of another state).
[Signature Page Follows]
[Signature Page to Officer's Certificate of the Borrower]
IN WITNESS WHEREOF, the undersigned has duly executed this Officer's Certificate as of March 28, 2025.
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
Use of Proceeds | Approximate Amount
Refinancing of existing first lien term loan under the Existing Credit Agreement ($875,000,000 outstanding principal plus approximately $4,375,000 accrued and unpaid interest) | $879,375,000
Repayment of existing revolving credit facility (currently undrawn; commitment being terminated) | $0
Dividend distribution to Granite Peak NIH Holdings, LLC | $335,000,000
Transaction fees and expenses (arrangement fees, original issue discount, legal fees, advisory fees, and other transaction costs) | $38,625,000
General corporate purposes (retained on the Borrower's balance sheet) | $147,000,000
Total Sources | $1,400,000,000

OFFICER'S CERTIFICATE OF THE BORROWER

NEXFORD INDUSTRIAL HOLDINGS INC.

Record

Parties

Dates

Amounts