1005-00001 · Nexford Industrial Holdings · Closing

payoff-letter-atlas-meridian-review.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP 1585 Broadway, New York, New York 10036

ATTORNEY-CLIENT PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

INTERNAL MEMORANDUM

I. Executive Summary

This memorandum summarizes Calderwood & Harkness LLP's ("C&H") review of the draft payoff letter (the "Payoff Letter") received from Atlas Meridian Bank, N.A. ("Atlas Meridian") in connection with the refinancing of the existing first lien credit facilities of Nexford Industrial Holdings Inc. ("Nexford" or the "Company"). The draft Payoff Letter was transmitted by Sandra Vickers, Managing Director, Portfolio Management, Atlas Meridian Bank, N.A., to our offices via electronic mail on March 24, 2025 at approximately 4:47 p.m. Eastern Time. A copy of the draft Payoff Letter as received is attached hereto as Appendix A.

The Payoff Letter covers the repayment in full of the existing $875,000,000 first lien term loan (the "Existing Term Loan") and the termination of the existing $190,000,000 revolving credit facility (the "Existing Revolving Facility" and, together with the Existing Term Loan, the "Existing Credit Facilities"). The Existing Revolving Facility is currently undrawn, with $0 outstanding. These facilities are governed by that certain Credit Agreement dated as of June 14, 2019 (as defined and described more fully below, the "Existing Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto, as amended by the following:

(a) the First Amendment to Credit Agreement dated as of March 20, 2020 (the "First Amendment");

(b) the Second Amendment to Credit Agreement dated as of November 8, 2021 (the "Second Amendment");

(d) the Fourth Amendment to Credit Agreement dated as of September 12, 2024 (the "Fourth Amendment" and, together with the First Amendment, the Second Amendment, and the Third Amendment, the "Amendments").

As amended by the Amendments, the credit agreement is referred to herein as the "Existing Credit Agreement."

The Payoff Letter has been received in connection with the closing of the Company's new $1,400,000,000 Senior Secured Term Loan B (the "New Term Loan B") with Crescent Harbor Bank, N.A. ("Crescent Harbor") acting as Administrative Agent and Collateral Agent, which is targeted to close on March 28, 2025. The proceeds of the New Term Loan B will be applied, in part, to repay all outstanding obligations under the Existing Credit Agreement, as reflected in the Funds Flow Memorandum currently being finalized by the parties.

Overall Assessment: The draft Payoff Letter is substantially in customary form for a transaction of this nature and size. However, C&H has identified several items requiring clarification, supplementation, or revision before the Payoff Letter can be executed and delivered as a closing deliverable. These items are detailed in Section VII below and are summarized as C&H's ten specific comments. None of the identified issues are expected to present material obstacles to closing on the target date, provided Atlas Meridian is responsive to our comment turn. We recommend transmitting C&H's comments to Atlas Meridian no later than the morning of March 26, 2025, in order to allow sufficient time for the revised Payoff Letter to be finalized and executed by March 27, 2025 in advance of the anticipated closing.

II. Payoff Amount Confirmation

A. Term Loan Principal

The outstanding principal balance of the Existing Term Loan as of the date of the draft Payoff Letter is $875,000,000. This amount reflects the original principal amount funded at closing on June 14, 2019, less any scheduled amortization payments and any voluntary or mandatory prepayments made during the term of the Existing Term Loan. We note that the Fourth Amendment, among other things, reset the amortization schedule and extended the maturity date, and C&H's understanding, based on prior review of the Company's compliance certificates and agent statements, is that the aggregate outstanding principal balance of $875,000,000 accurately reflects the current state of the Existing Term Loan. The draft Payoff Letter correctly states the principal amount as $875,000,000, and this figure is consistent with the information provided by Priya Mehta, VP Treasury & Corporate Finance, Nexford, in her email correspondence dated March 21, 2025 to C&H.

B. Accrued and Unpaid Interest

The draft Payoff Letter calculates accrued and unpaid interest on the Existing Term Loan through the anticipated closing date of March 28, 2025, in the approximate amount of $4,375,000. C&H has reviewed this figure against the applicable interest rate provisions of the Existing Credit Agreement, including the interest rate elections made by the Company as reported in the most recent agent statement. Based on this review, the stated accrued interest figure appears consistent with the applicable interest rate under the Existing Credit Agreement (which, pursuant to the Fourth Amendment, is SOFR plus 2.50% per annum, with a SOFR floor of 0.50%) and the relevant accrual period commencing on the last interest payment date.

C&H notes, however, that the draft Payoff Letter should include a per diem interest adjustment provision in the event that closing is delayed beyond March 28, 2025. This is standard market practice for payoff letters in leveraged finance transactions and is necessary to ensure that the payoff amount accurately reflects the Company's obligations as of the actual date of payment. The per diem rate should be clearly stated (based on the applicable SOFR rate plus the applicable margin under the Existing Credit Agreement), and the Payoff Letter should include a "good-through" date indicating the last date through which the stated payoff amount (inclusive of per diem adjustments) will remain valid. We address this item further as Comment 2 in Section VII below.

C. Total Payoff Amount

Based on the figures set forth in the draft Payoff Letter, the total payoff amount is as follows:

C&H recommends confirming with Atlas Meridian whether any of the following additional amounts are included in the stated payoff figure or, alternatively, are being waived:

(i) Breakage Costs. If any outstanding SOFR borrowings are being prepaid on a date other than the last day of the applicable interest period, breakage costs may be payable under Section 2.16 of the Existing Credit Agreement. The draft Payoff Letter does not address breakage costs. Atlas Meridian should confirm whether breakage costs are applicable and, if so, the amount thereof.

(ii) Administrative Fees. The draft Payoff Letter does not identify any administrative fees payable to Atlas Meridian in connection with the processing of the payoff. If any such fees are applicable, they should be separately stated.

(iii) Prepayment Premium. The Fourth Amendment dated September 12, 2024, waived the prepayment premium that would otherwise have been applicable to voluntary prepayments of the Existing Term Loan prior to maturity. The draft Payoff Letter should expressly reference this waiver and confirm that no prepayment premium, make-whole amount, or similar premium is due and payable in connection with the repayment of the Existing Term Loan. We address this item as Comment 1 in Section VII below.

D. Revolving Credit Facility

The draft Payoff Letter confirms that the Existing Revolving Facility has $0 in outstanding drawn amounts. The $190,000,000 revolving commitment under the Existing Revolving Facility is to be terminated in full at closing simultaneously with the repayment of the Existing Term Loan. The draft Payoff Letter does not identify any outstanding letters of credit or swingline loans under the Existing Revolving Facility. C&H recommends that the Company confirm with Priya Mehta, VP Treasury & Corporate Finance, Nexford, that (a) no letters of credit (whether standby, commercial, or trade) remain outstanding under the Existing Revolving Facility, (b) no swingline loans remain outstanding, and (c) there are no pending draw requests or letter of credit issuance requests that have been submitted but not yet funded or issued.

Additionally, C&H notes that accrued and unpaid commitment fees on the undrawn portion of the Existing Revolving Facility through the date of termination should be identified and either included in the total payoff amount or separately stated. The draft Payoff Letter does not appear to address commitment fees. If commitment fees have accrued since the last quarterly payment date, they should be quantified and added to the payoff amount, or Atlas Meridian should confirm that all commitment fees have been paid current through the anticipated closing date.

E. Other Amounts

In addition to the items noted above, C&H recommends confirming with Atlas Meridian whether the payoff figure of $879,375,000 includes or excludes the following categories of potential obligations:

(i) Unreimbursed Agent Expenses. Under the Existing Credit Agreement, the Company is obligated to reimburse Atlas Meridian for certain out-of-pocket expenses, including legal fees and expenses of counsel. Atlas Meridian should confirm whether any unreimbursed agent expenses are outstanding and, if so, the amount thereof.

(ii) Indemnification Obligations. The Existing Credit Agreement contains customary indemnification provisions in favor of the Administrative Agent, the Collateral Agent, and the Lenders. Atlas Meridian should confirm whether any indemnification claims are outstanding or pending.

(iii) Amounts Owed Directly to Individual Lenders. C&H recommends confirming whether any amounts may be owed directly to individual lenders in the existing syndicate that do not flow through Atlas Meridian as Administrative Agent. Under most syndicated credit agreements, all payments are made through the Administrative Agent for distribution to the Lenders; however, it is prudent to confirm this in the context of a payoff transaction to ensure that the payoff amount constitutes full satisfaction of all obligations.

III. Wire Transfer Instructions

The draft Payoff Letter provides wire transfer instructions for payment of the payoff amount to Atlas Meridian Bank, N.A. The instructions direct payment to Atlas Meridian's office located at 500 Liberty Avenue, Pittsburgh, Pennsylvania 15222, and specify an ABA routing number, account number, and payment reference information.

C&H will cross-reference these wire transfer instructions against the execution version of the Funds Flow Memorandum (the "Funds Flow Memo"), which is currently in draft form as of March 22, 2025, with the final execution version targeted for delivery on March 27, 2025. It is critical that the wire transfer instructions set forth in the Payoff Letter be identical to the corresponding instructions in the Funds Flow Memo to avoid misdirected payments or closing delays.

C&H recommends the following additional steps with respect to the wire transfer instructions:

(a) Confirm that the ABA routing number, account number, account name, and all reference information provided in the draft Payoff Letter are complete, accurate, and current. Any discrepancy between the wire instructions in the Payoff Letter and those previously provided by Atlas Meridian for periodic interest payments should be flagged and resolved.

(b) Conduct an independent telephonic confirmation of the wire transfer instructions directly with Sandra Vickers (or another authorized representative of Atlas Meridian's Portfolio Management group) prior to closing. This telephonic confirmation should be made using a telephone number independently verified through Atlas Meridian's publicly available contact information or prior correspondence, and not through any telephone number provided solely in the Payoff Letter or related email correspondence. This step is recommended as a standard precaution to mitigate the risk of wire fraud, which has become increasingly prevalent in large-value financial transactions.

(c) If possible, arrange for a test wire of a nominal amount (e.g., $1.00) to be transmitted to the specified account one business day prior to closing to confirm that the wire instructions are valid and operative.

IV. Lien Release and UCC Termination Commitments

A critical component of the Payoff Letter is the commitment by Atlas Meridian Bank, N.A., in its capacity as Collateral Agent under the Existing Credit Agreement, to release all liens and security interests securing the obligations under the Existing Credit Agreement upon receipt of the payoff amount in full. This section addresses the lien release provisions contained in the draft Payoff Letter and identifies areas requiring supplementation or clarification.

A. Lien Release Provisions

The draft Payoff Letter includes a general commitment by Atlas Meridian to release all liens and security interests granted pursuant to the Security Agreement, Pledge Agreement, and other Collateral Documents (as defined in the Existing Credit Agreement) upon receipt of the payoff amount in immediately available funds. While this general release commitment is a positive starting point, C&H notes the following items requiring attention to ensure that the lien release is fully effective and comprehensive:

Collateral Categories. The release language in the draft Payoff Letter refers generally to "all collateral" granted under the Security Agreement. C&H recommends that the release language be expanded to expressly enumerate the following collateral categories, each of which is included in the grant of security under the existing Collateral Documents:

• Equity interests (including the pledged equity interests in the Borrower held by Holdings and the pledged equity interests in each Subsidiary Guarantor held by the Borrower or another Subsidiary Guarantor);

• Accounts receivable;

• Inventory;

• Equipment;

• intellectual property (including patents, trademarks, copyrights, and trade secrets);

• Deposit accounts;

• Securities accounts;

• General intangibles;

• Real property (covered by existing mortgages/deeds of trust);

• Intercompany notes;

• Chattel paper, instruments, documents, and letter-of-credit rights; and

• All proceeds and products of the foregoing.

Loan Parties. The release should expressly extend to all liens on the property of the Borrower and each Guarantor under the Existing Credit Agreement. The Loan Parties under the Existing Credit Agreement are as follows:

(i) Borrower: Nexford Industrial Holdings Inc., a Delaware corporation;

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

(iii) Subsidiary Guarantors (11 entities):

1. Nexford Precision Components, Inc., a Delaware corporation ("NPC");

2. Nexford Engineered Systems, LLC, a Delaware limited liability company ("NES");

3. Nexford Coatings & Surface Technologies, Inc., a Delaware corporation ("NCST");

4. Nexford Manufacturing Services, LLC, an Illinois limited liability company;

5. Nexford Properties, LLC, a Delaware limited liability company ("NP LLC");

6. Nexford International Holdings, Inc., a Delaware corporation ("NIH Intl");

7. Clearfield Tool & Die, Inc., a Pennsylvania corporation;

8. Summit Industrial Fabrication Co., a South Carolina corporation;

9. Ridgepoint Specialty Coatings, LLC, a Texas limited liability company;

10. Lakeshore Precision Engineering, Inc., a Michigan corporation; and

11. Nexford Canada Holdings ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada (subject to the CFC holdco limited pledge described below).

CFC Holdco Limited Pledge. The release should expressly reference the pledge of equity interests in Nexford Canada Holdings ULC held by Nexford International Holdings, Inc. Under the Existing Credit Agreement, the pledge of equity interests in Nexford Canada Holdings ULC is limited to 65% of the total outstanding voting equity interests of such entity, consistent with the customary "CFC holdco" limitation under the Internal Revenue Code. The Payoff Letter's lien release commitment must cover this limited equity pledge as well.

C&H addresses this item as Comment 3 in Section VII below.

B. UCC-3 Termination Statements

The Payoff Letter must obligate Atlas Meridian to authorize and/or file UCC-3 Termination Statements with respect to all UCC-1 Financing Statements filed in favor of Atlas Meridian Bank, N.A. as Secured Party in connection with the Existing Credit Facilities. The filing of UCC-3 Termination Statements is necessary to ensure that the public record accurately reflects the release of Atlas Meridian's security interests in the personal property collateral of the Loan Parties.

Per C&H's UCC Search Results Summary (memorandum dated February 18, 2025), the following UCC-1 Financing Statements are currently on file in favor of Atlas Meridian Bank, N.A. as Secured Party:

C&H has prepared UCC-3 Termination Statement instructions and forms for each of the foregoing filings, targeted for filing on March 31, 2025 (i.e., the first business day after the anticipated closing date of March 28, 2025). In order to facilitate the timely filing of these termination statements, the Payoff Letter should include one of the following provisions:

(a) Authorization to File. The Payoff Letter should authorize C&H, as counsel to the Company, or the Company itself, to file UCC-3 Termination Statements on behalf of Atlas Meridian Bank, N.A. as Secured Party. This is the most efficient approach and avoids reliance on Atlas Meridian's internal processes for post-closing filings.

(b) Commitment to File. Alternatively, if Atlas Meridian prefers to retain control over the filing process, the Payoff Letter should include an express commitment by Atlas Meridian to file UCC-3 Termination Statements in all applicable jurisdictions within a specified period. C&H recommends that this commitment require filing no later than three (3) business days after confirmation of receipt of the payoff amount in full.

(c) Pre-Signed Forms. As a further alternative or supplement, Atlas Meridian could provide pre-signed UCC-3 Termination Statement forms to be held in escrow by C&H pending confirmation of receipt of the payoff funds, with authority to file immediately upon such confirmation.

C&H recommends option (a) above as the preferred approach. We address this item as Comment 4 in Section VII below.

C. Mortgage Releases

Atlas Meridian, in its capacity as Collateral Agent, holds mortgages and/or deeds of trust on four mortgaged properties securing the obligations under the Existing Credit Agreement. Based on C&H's earlier analysis of the existing lien and security package (memorandum dated February 15, 2025), the four mortgaged properties are:

(i) 1400 Industrial Parkway, Schaumburg, Illinois — Cook County Recorder of Deeds;

(ii) 2750 Commerce Drive, Rockford, Illinois — Winnebago County Recorder of Deeds;

(iii) 600 Manufacturers Row, Greenville, South Carolina — Greenville County Register of Deeds; and

(iv) 9100 Westpark Industrial Boulevard, Houston, Texas — Harris County Clerk's Office.

The Payoff Letter must include an express commitment by Atlas Meridian to deliver mortgage release or satisfaction documents in recordable form for each of the foregoing mortgaged properties. These documents should be prepared and, to the extent possible, pre-executed and held in escrow pending closing, so that they may be recorded promptly after closing. C&H recommends that the Payoff Letter include a commitment by Atlas Meridian to deliver mortgage release/satisfaction documents in recordable form within a specified period after closing — we recommend no later than ten (10) business days after the closing date.

C&H's February 15, 2025 memorandum analyzing the existing lien and security package should be cross-referenced to confirm which, if any, of the mortgages were granted directly to Atlas Meridian (as opposed to being assigned to Atlas Meridian from a prior collateral agent). Any assignments of mortgage should be taken into account in preparing the mortgage release documentation to ensure a clear chain of title in the land records.

We address this item as Comment 5 in Section VII below.

D. Intellectual Property Lien Releases

If any security interest assignments or notices of security interest were recorded at the United States Patent and Trademark Office ("USPTO") or the United States Copyright Office in favor of Atlas Meridian Bank, N.A. in connection with the Existing Credit Agreement, the Payoff Letter should include a commitment by Atlas Meridian to deliver and record appropriate releases or terminations of such filings. Recorded IP security interest filings create a cloud on the Company's intellectual property rights that could interfere with the new Collateral Agent's (Crescent Harbor's) ability to record its own security interest assignments and could create confusion for third parties searching the IP records.

C&H's intellectual property lien search results (memorandum dated February 19, 2025) should be cross-referenced to identify all recorded IP security interest filings in favor of Atlas Meridian. To the extent any such filings exist, Atlas Meridian should commit to deliver executed IP release documents and to cooperate in the recording of such releases at the USPTO and/or U.S. Copyright Office within a specified period after closing. We address this item as Comment 6 in Section VII below.

E. Deposit and Securities Account Control Agreements

The existing Collateral Documents include deposit account control agreements ("DACAs") and/or securities account control agreements ("SACAs") entered into between the applicable Loan Parties, the applicable depository or securities intermediary institutions, and Atlas Meridian as Collateral Agent. These control agreements grant Atlas Meridian "control" (within the meaning of Articles 8 and 9 of the Uniform Commercial Code) over the applicable accounts for purposes of perfecting its security interest therein.

The Payoff Letter should provide for the termination or release of all existing DACAs and SACAs in favor of Atlas Meridian upon receipt of the payoff amount in full. This is necessary to avoid a situation in which Atlas Meridian retains contractual control rights over the Company's bank accounts notwithstanding the release of its security interests. Upon closing, new control agreements will be executed in favor of Crescent Harbor Bank, N.A. as the new Collateral Agent, and it is essential that the existing control agreements be terminated to avoid conflicting instructions to the depository and securities intermediary institutions.

We address this item as Comment 7 in Section VII below.

V. Representations and Warranties in Payoff Letter

C&H has reviewed the representations and warranties contained in the draft Payoff Letter and recommends confirmation or enhancement of the following:

Payment in Full. The Payoff Letter should contain an express representation by Atlas Meridian that the stated payoff amount constitutes payment in full of all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), and that upon receipt of the payoff amount in immediately available funds, no further amounts will be due and owing by the Borrower, Holdings, or any Subsidiary Guarantor under or in respect of the Existing Credit Agreement or any other Loan Document. The draft Payoff Letter includes language to this effect, but C&H recommends that the language be strengthened to make clear that it covers all categories of Obligations, including principal, interest, fees, costs, expenses, indemnification obligations (subject to any limited survival provisions), and all other amounts.

Authority. The Payoff Letter should include a representation by Atlas Meridian that it has the requisite authority to deliver the Payoff Letter in its capacity as Administrative Agent and Collateral Agent on behalf of itself and the Lenders under the Existing Credit Agreement, and that the Payoff Letter has been duly authorized by all necessary action on the part of Atlas Meridian. The draft Payoff Letter includes a general authority representation, but C&H recommends confirming that this representation expressly covers both Atlas Meridian's individual capacity and its capacity as agent for the existing Lenders.

No Reservation of Rights / Clawback. C&H has reviewed the draft Payoff Letter for any reservation-of-rights or "clawback" language that would permit Atlas Meridian to assert additional claims against the Borrower or any Guarantor after receipt of the payoff amount. The draft Payoff Letter contains a general reservation of rights clause in the penultimate paragraph. C&H recommends that this clause be deleted or substantially narrowed. The payoff should be full and final, and Atlas Meridian should not retain the ability to seek additional payments beyond the stated payoff amount after closing. C&H acknowledges that customary survival provisions for expense reimbursement and indemnification obligations under the Existing Credit Agreement (to the extent such provisions survive termination of the Existing Credit Agreement by their express terms) are acceptable, but any reservation of rights should be expressly limited to such surviving obligations and should not extend to principal, interest, fees, or other payment obligations that are being satisfied by the payoff amount. We address this item as Comment 9 in Section VII below.

VI. Conditions to Effectiveness

C&H has reviewed the conditions to the effectiveness of the draft Payoff Letter. The draft Payoff Letter conditions the release of liens and the termination of commitments on the actual receipt by Atlas Meridian of the payoff amount in immediately available funds in the account specified in the wire transfer instructions. This is the standard condition for payoff letters and is acceptable.

C&H recommends confirming the following additional points:

(a) The Payoff Letter should not impose conditions beyond receipt of the payoff funds that could create closing risk or require additional documentation, third-party consents, or actions that are outside the control of the Borrower or the new lender group. If any such conditions are included, they should be flagged for immediate discussion with Atlas Meridian.

(b) The Payoff Letter should include a clearly stated good-through date indicating the last date through which the stated payoff amount (as adjusted by per diem interest, if applicable) will remain valid. The good-through date should be set at least several business days beyond the target closing date of March 28, 2025, in order to accommodate potential short delays in closing. C&H recommends a good-through date of no earlier than April 1, 2025. If closing does not occur by the good-through date, a new or refreshed payoff letter would need to be obtained from Atlas Meridian.

(c) The effectiveness of the lien release commitment should be automatic upon receipt of funds, without requiring any further action by the Borrower, the Company, or any other party. The Payoff Letter should not condition the release of liens on the delivery of additional release documentation or the filing of termination statements; rather, the release should occur by operation of the Payoff Letter itself, with the subsequent filing of termination statements and mortgage releases being ministerial acts to reflect the release in the public records.

VII. Specific Comments and Requested Revisions

Set forth below are C&H's specific comments on the draft Payoff Letter, each of which should be addressed in a revised version prior to execution and delivery at closing. C&H's marked-up redline of the draft Payoff Letter reflecting these comments is attached hereto as Appendix B.

Comment 1: Prepayment Premium Waiver

The draft Payoff Letter should expressly reference the Fourth Amendment dated September 12, 2024, and confirm that no prepayment premium, make-whole amount, yield maintenance premium, or similar premium or charge is payable in connection with the repayment of the Existing Term Loan. The Fourth Amendment waived the prepayment premium that would otherwise have been applicable under Section 2.11(e) of the Existing Credit Agreement, and the Payoff Letter should contain an express acknowledgment of this waiver. This is important both for closing certainty and for the Company's records, and it will also provide comfort to Crescent Harbor and its counsel that the payoff amount is complete and does not exclude any premium that might be asserted after closing.

Comment 2: Per Diem Interest

If not already included in the draft Payoff Letter (and C&H notes that the current draft does not appear to include one), Atlas Meridian should be requested to add a per diem interest figure reflecting the daily accrual of interest on the outstanding principal balance of the Existing Term Loan at the applicable interest rate. The per diem rate should be clearly stated (C&H calculates the approximate per diem interest to be $60,763.89, based on $875,000,000 principal at an assumed all-in interest rate of approximately 2.535% per annum on an actual/360 basis, but this should be confirmed by Atlas Meridian). The Payoff Letter should also include a good-through date of at least April 1, 2025, meaning that the stated payoff amount (as adjusted upward by the per diem rate for each day after March 28, 2025) will remain valid through such date. If closing is delayed beyond the good-through date, a new or updated payoff letter would be required.

Comment 3: Comprehensive Lien Release Language

C&H requests that the lien release language in the Payoff Letter be expanded to:

(a) Expressly enumerate all collateral categories covered by the existing Security Agreement, Pledge Agreement, and other Collateral Documents, including equity interests, accounts receivable, inventory, equipment, intellectual property, deposit accounts, securities accounts, general intangibles, real property mortgages, intercompany notes, chattel paper, instruments, documents, letter-of-credit rights, and all proceeds and products thereof;

(b) Expressly identify each of the Loan Parties whose property is subject to the liens being released, including the Borrower (Nexford Industrial Holdings Inc.), the Holdings Guarantor (Granite Peak NIH Holdings, LLC), and each of the eleven Subsidiary Guarantors listed in Section IV.A above;

(c) Expressly reference the release of the pledge of equity interests in Nexford Canada Holdings ULC held by Nexford International Holdings, Inc., including the limited pledge of 65% of the voting equity interests of Nexford Canada Holdings ULC (the "CFC holdco limited pledge"); and

(d) Confirm that the release extends to all liens, security interests, pledges, assignments, mortgages, deeds of trust, and other encumbrances of any kind, whether now existing or hereafter arising, in favor of Atlas Meridian or the existing Secured Parties (as defined in the Existing Credit Agreement) pursuant to the Existing Credit Agreement and the other Loan Documents.

Comment 4: UCC Termination Authorization

C&H requests that the Payoff Letter include express authorization for the Company or its counsel, Calderwood & Harkness LLP, to file UCC-3 Termination Statements on behalf of Atlas Meridian Bank, N.A. as Secured Party in each of the following filing jurisdictions:

(i) Delaware — Secretary of State; (ii) Illinois — Secretary of State; (iii) Pennsylvania — Department of State; (iv) South Carolina — Secretary of State; (v) Texas — Secretary of State; and (vi) Michigan — Department of State.

Alternatively, if Atlas Meridian prefers to retain control over the UCC-3 filing process, the Payoff Letter should include an express commitment by Atlas Meridian to deliver pre-executed UCC-3 Termination Statement forms to C&H at or prior to closing, or to file such termination statements within three (3) business days following confirmation of receipt of the payoff amount in full. C&H's preferred approach is authorization to file on Atlas Meridian's behalf, as this provides maximum control over timing and reduces the risk of post-closing lien encumbrances remaining on the public record.

Comment 5: Mortgage Satisfaction Commitment

C&H requests that the Payoff Letter include an express commitment by Atlas Meridian to prepare, execute, and deliver mortgage release or satisfaction documents in recordable form for each of the four mortgaged properties (1400 Industrial Parkway, Schaumburg, IL; 2750 Commerce Drive, Rockford, IL; 600 Manufacturers Row, Greenville, SC; 9100 Westpark Industrial Boulevard, Houston, TX) within a specified period after closing. C&H recommends that this commitment require delivery of recordable mortgage release/satisfaction documents no later than ten (10) business days after the closing date. If possible, pre-executed mortgage release documents should be held in escrow and released for recording upon confirmation of receipt of the payoff amount.

Comment 6: IP Release Commitment

C&H requests that the Payoff Letter include an express commitment by Atlas Meridian to prepare, execute, and deliver releases of any security interest assignments or notices of security interest recorded at the USPTO or the U.S. Copyright Office in favor of Atlas Meridian, and to cooperate in the recording of such releases at the applicable offices. This commitment should be subject to a specified time frame (C&H recommends no later than ten (10) business days after the closing date). C&H will cross-reference its IP lien search results (memorandum dated February 19, 2025) to identify the specific recordings requiring release.

Comment 7: Control Agreement Termination

C&H requests that the Payoff Letter include express confirmation that all existing deposit account control agreements and securities account control agreements entered into in favor of Atlas Meridian Bank, N.A. as Collateral Agent shall be deemed terminated and of no further force or effect upon receipt of the payoff amount in immediately available funds. Atlas Meridian should further agree to deliver written notices of termination to the applicable depository institutions and securities intermediaries promptly following closing, or to authorize the Company or C&H to deliver such notices on Atlas Meridian's behalf.

Comment 8: Revolver Commitment Termination

C&H requests that the Payoff Letter expressly confirm that the $190,000,000 revolving credit facility commitment under the Existing Credit Agreement is irrevocably terminated and cancelled in full upon receipt of the payoff amount in immediately available funds, and that no further revolving loans, swingline loans, or letters of credit may be requested, borrowed, or issued under the Existing Revolving Facility from and after such time. This is important to ensure that there is no ambiguity regarding the termination of the revolving commitment, particularly in the context of the replacement revolving facility that may be established under the Company's new credit arrangements.

Comment 9: No Reservation of Rights / Tail Obligations

C&H requests the deletion or substantial narrowing of the general reservation-of-rights clause contained in the penultimate paragraph of the draft Payoff Letter. The payoff should constitute full and final satisfaction of all Obligations under the Existing Credit Agreement, and Atlas Meridian should not retain the ability to assert additional claims after receipt of the payoff amount. C&H acknowledges that the following limited categories of surviving obligations are customary and acceptable:

(a) Obligations under the expense reimbursement provisions of the Existing Credit Agreement (to the extent such provisions expressly survive termination), provided that any such surviving obligations should be subject to a reasonable time limitation (e.g., claims must be asserted within sixty (60) days after the closing date);

(b) Obligations under the indemnification provisions of the Existing Credit Agreement (to the extent such provisions expressly survive termination), provided that any such surviving obligations should be subject to the limitations and exclusions set forth in the Existing Credit Agreement; and

Any reservation of rights beyond the foregoing limited categories should be deleted. The Payoff Letter should contain a clear statement that, other than the surviving obligations identified above, the payment of the payoff amount constitutes full and final satisfaction of all obligations of the Borrower, Holdings, and the Subsidiary Guarantors under the Existing Credit Agreement and the other Loan Documents.

Comment 10: Authorization and Capacity

C&H requests confirmation within the Payoff Letter that the individual executing the Payoff Letter on behalf of Atlas Meridian (expected to be Sandra Vickers, Managing Director, Portfolio Management, or another authorized officer) is duly authorized to execute and deliver the Payoff Letter on behalf of Atlas Meridian Bank, N.A. in each of the following capacities:

(a) In its individual capacity as a Lender under the Existing Credit Agreement;

(b) In its capacity as Administrative Agent under the Existing Credit Agreement; and

The authority representation should confirm that no further lender consent is required under the Existing Credit Agreement for the delivery of the Payoff Letter or for the release of liens upon receipt of the payoff amount, or alternatively, that any required lender consents have been obtained.

VIII. Coordination with Lien Release Authorization Letter

In addition to the Payoff Letter, C&H has separately prepared a draft Lien Release Authorization Letter (the "Lien Release Letter") for execution by Atlas Meridian. The Lien Release Letter is targeted for delivery on or before March 27, 2025, and will serve as a separate closing deliverable authorizing the release of all liens and the filing of termination statements and mortgage releases in connection with the payoff of the Existing Credit Facilities. A copy of the draft Lien Release Letter is attached hereto as Appendix D.

It is important that the Payoff Letter and the Lien Release Letter be consistent in scope and cross-referenced to one another. In particular:

(a) The collateral categories and Loan Parties covered by the lien release commitment in the Payoff Letter should be identical to those covered by the Lien Release Letter.

(b) The conditions to the effectiveness of the lien release (i.e., receipt of the payoff amount in full) should be stated consistently in both documents.

(c) The UCC-3 Termination Statement authorization, mortgage satisfaction commitment, IP release commitment, and control agreement termination provisions should be addressed in one or both documents, with consistent terms.

C&H has discussed with Atlas Meridian the question of whether a single combined payoff and lien release letter or two separate documents is preferable. C&H's recommendation is that the Payoff Letter include the lien release commitment as an integral component, and that the Lien Release Letter be delivered as a separate stand-alone closing deliverable. This two-document approach is standard market practice and provides maximum clarity, as the Payoff Letter serves as the definitive statement of the amounts owed and the conditions to release, while the Lien Release Letter serves as a more detailed authorization instrument that can be relied upon by filing officers, title companies, and other third parties in connection with the post-closing filing and recording of termination statements, mortgage releases, and IP releases.

C&H will confirm Atlas Meridian's preference and finalize both documents accordingly.

IX. Coordination with Funds Flow Memorandum

The payoff amount of $879,375,000 as stated in the draft Payoff Letter must be reflected in the execution version of the Funds Flow Memorandum being prepared in connection with the closing of the New Term Loan B. The Funds Flow Memo is currently in draft form as of March 22, 2025, with the final execution version targeted for delivery on March 27, 2025.

The current draft of the Funds Flow Memo reflects the following sources and uses reconciliation:

Sources:

Uses:

C&H notes the following with respect to the Funds Flow Memo coordination:

(a) The payoff amount of $879,375,000 in the Funds Flow Memo must match the total payoff amount stated in the final executed Payoff Letter. If the payoff amount changes as a result of per diem interest adjustments (e.g., if closing is delayed beyond March 28, 2025) or the inclusion of additional amounts (e.g., breakage costs, unreimbursed agent expenses, or commitment fees), the Funds Flow Memo must be updated accordingly, with corresponding adjustments to other line items (likely "Cash to Balance Sheet") to maintain the sources and uses balance.

(b) The wire transfer instructions for the Atlas Meridian payoff in the Funds Flow Memo must be identical to the wire transfer instructions in the executed Payoff Letter.

(c) The Funds Flow Memo should be circulated to all parties (including Whitfield & Gage LLP, counsel to the arrangers, and Crescent Harbor) in execution form no later than March 27, 2025, which will allow for same-day verification of the payoff amount and wire instructions against the final Payoff Letter.

X. Action Items and Next Steps

The following action items and next steps have been identified in connection with the finalization of the Payoff Letter and the related closing deliverables:

XI. Conclusion

Based on C&H's review, the draft Payoff Letter from Atlas Meridian Bank, N.A. is substantially in order and in customary form for a leveraged finance refinancing transaction of this size and complexity. The stated payoff amount of $879,375,000 (consisting of $875,000,000 in outstanding principal and approximately $4,375,000 in accrued and unpaid interest through March 28, 2025) is confirmed as consistent with the outstanding obligations under the Existing Credit Agreement, subject to confirmation of the items identified in Section II above (including breakage costs, commitment fees, and unreimbursed agent expenses).

C&H's comments, as set forth in detail in Section VII, focus primarily on the following areas:

(a) Ensuring comprehensive lien release coverage extending to all collateral categories, all Loan Parties, and the CFC holdco limited pledge;

(b) Obtaining express authorization for the filing of UCC-3 Termination Statements and commitments for mortgage satisfactions, IP releases, and control agreement terminations;

(d) Addition of per diem interest provisions and a good-through date;

(e) Narrowing of the reservation-of-rights clause;

(f) Express confirmation of the irrevocable termination of the revolving credit facility commitment; and

(g) Alignment with the closing mechanics and funds flow for the March 28, 2025 closing.

None of the identified issues are expected to present material obstacles to the target closing date, provided that Atlas Meridian is responsive to C&H's comment turn, which we propose to transmit on March 26, 2025. Subject to receipt of a revised Payoff Letter incorporating C&H's requested changes and final review by C&H, this closing deliverable should be cleared for purposes of the March 28, 2025 closing.

We are available to discuss any of the foregoing at your convenience.

XII. Appendices / Attachments (Referenced)

The following appendices are referenced herein and attached to this memorandum (or available in the closing document management system under Matter No. 1005-00001):

Appendix A: Draft Payoff Letter from Atlas Meridian Bank, N.A. (as received March 24, 2025)

Appendix B: C&H Redline of Payoff Letter (with tracked comments reflecting revisions requested in Section VII)

Appendix C: Summary of Existing UCC-1 Filings in Favor of Atlas Meridian Bank, N.A. (cross-reference to C&H memorandum dated February 18, 2025)

Appendix D: Lien Release Authorization Letter — Draft (March 27, 2025 target)

This memorandum has been prepared by Calderwood & Harkness LLP for the internal use of the firm and its client, Nexford Industrial Holdings Inc. This memorandum is protected by the attorney-client privilege and the work product doctrine and is not intended for distribution to or reliance by any third party. Any unauthorized disclosure, copying, or distribution of this memorandum is strictly prohibited.

From:	Marcus Leung, Associate, Calderwood & Harkness LLP
To:	Claudia Merritt, Partner, Calderwood & Harkness LLP
CC:	Sophie Tremblay, Associate, Calderwood & Harkness LLP; Ian Blackwood, Associate, Calderwood & Harkness LLP
Date:	March 25, 2025
Re:	Review and Comments on Draft Payoff Letter from Atlas Meridian Bank, N.A. — Nexford Industrial Holdings Inc. $1,400,000,000 Senior Secured Term Loan B Refinancing
Matter No.:	1005-00001
Client/Matter Code:	IBL-NIH-2025-031
Component	Amount
Outstanding Principal — Existing Term Loan	$875,000,000
Accrued and Unpaid Interest (through March 28, 2025)	$4,375,000
Total Payoff Amount	$879,375,000
Filing Jurisdiction	Filing Office	Debtor(s)
Delaware	Secretary of State	Nexford Industrial Holdings Inc.; Granite Peak NIH Holdings, LLC; Nexford Precision Components, Inc.; Nexford Engineered Systems, LLC; Nexford Coatings & Surface Technologies, Inc.; Nexford Properties, LLC; Nexford International Holdings, Inc.
Illinois	Secretary of State	Nexford Manufacturing Services, LLC
Pennsylvania	Department of State	Clearfield Tool & Die, Inc.
South Carolina	Secretary of State	Summit Industrial Fabrication Co.
Texas	Secretary of State	Ridgepoint Specialty Coatings, LLC
Michigan	Department of State	Lakeshore Precision Engineering, Inc.
Source	Amount
New Term Loan B Proceeds (Crescent Harbor Bank, N.A., as Administrative Agent)	$1,400,000,000
Total Sources	$1,400,000,000
Use	Amount
Payoff of Existing Term Loan and Termination of Existing Revolving Facility (Atlas Meridian Bank, N.A.)	$879,375,000
Dividend to Granite Peak NIH Holdings, LLC	$335,000,000
Transaction Fees and Expenses	$38,625,000

Cash to Balance Sheet	$147,000,000
Total Uses	$1,400,000,000
No.	Action Item	Responsible Party	Target Date
1	Prepare and circulate C&H's comments to the Atlas Meridian Payoff Letter to Priya Mehta (Nexford VP Treasury & Corporate Finance) and David Engstrom (Nexford General Counsel) for review and approval prior to transmission to Atlas Meridian.	Marcus Leung (C&H)	March 26, 2025 (a.m.)
2	Transmit C&H's comments to Atlas Meridian (Sandra Vickers, Managing Director, Portfolio Management) requesting a revised Payoff Letter incorporating the items set forth in Section VII above.	Marcus Leung / Sophie Tremblay (C&H)	March 26, 2025
3	Confirm with Priya Mehta (Nexford) that no letters of credit, swingline loans, or other amounts remain outstanding under the Existing Revolving Facility, and that all commitment fees have been paid current or are reflected in the payoff amount.	Ian Blackwood (C&H)	March 26, 2025
4	Coordinate with Whitfield & Gage LLP (Margaret Ashby / Jonathan Ferris), counsel to the arrangers, to ensure the Payoff Letter (as revised) satisfies the conditions precedent to the initial funding under the new Credit Agreement with Crescent Harbor Bank, N.A.	Claudia Merritt / Marcus Leung (C&H)	March 26–27, 2025
5	Coordinate delivery of the final executed Payoff Letter at pre-closing on or before March 27, 2025. Atlas Meridian should execute and deliver the revised Payoff Letter in PDF and original executed counterpart.	Marcus Leung (C&H) / Sandra Vickers (Atlas Meridian)	March 27, 2025
6	Independently verify wire transfer instructions set forth in the Payoff Letter with Sandra Vickers (Atlas Meridian) via telephone, using a telephone number independently verified through prior correspondence or Atlas Meridian's publicly available contact information.	Sophie Tremblay (C&H)	March 27, 2025
7	Ensure UCC-3 Termination Statements for all six filing jurisdictions (Delaware, Illinois, Pennsylvania, South Carolina, Texas, Michigan) are prepared, reviewed, and ready for filing on March 31, 2025 (first business day post-closing).	Ian Blackwood (C&H)	March 27, 2025 (preparation); March 31, 2025 (filing)
8	Finalize and deliver Lien Release Authorization Letter for Atlas Meridian execution by March 27, 2025.	Marcus Leung (C&H)	March 27, 2025

CALDERWOOD & HARKNESS LLP 1585 Broadway, New York, New York 10036
ATTORNEY-CLIENT PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
INTERNAL MEMORANDUM
I. Executive Summary
This memorandum summarizes Calderwood & Harkness LLP's ("C&H") review of the draft payoff letter (the "Payoff Letter") received from Atlas Meridian Bank, N.A. ("Atlas Meridian") in connection with the refinancing of the existing first lien credit facilities of Nexford Industrial Holdings Inc. ("Nexford" or the "Company"). The draft Payoff Letter was transmitted by Sandra Vickers, Managing Director, Portfolio Management, Atlas Meridian Bank, N.A., to our offices via electronic mail on March 24, 2025 at approximately 4:47 p.m. Eastern Time. A copy of the draft Payoff Letter as received is attached hereto as Appendix A.
The Payoff Letter covers the repayment in full of the existing $875,000,000 first lien term loan (the "Existing Term Loan") and the termination of the existing $190,000,000 revolving credit facility (the "Existing Revolving Facility" and, together with the Existing Term Loan, the "Existing Credit Facilities"). The Existing Revolving Facility is currently undrawn, with $0 outstanding. These facilities are governed by that certain Credit Agreement dated as of June 14, 2019 (as defined and described more fully below, the "Existing Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto, as amended by the following:
(a) the First Amendment to Credit Agreement dated as of March 20, 2020 (the "First Amendment");
(b) the Second Amendment to Credit Agreement dated as of November 8, 2021 (the "Second Amendment");
(c) the Third Amendment to Credit Agreement dated as of April 15, 2023 (the "Third Amendment"); and
(d) the Fourth Amendment to Credit Agreement dated as of September 12, 2024 (the "Fourth Amendment" and, together with the First Amendment, the Second Amendment, and the Third Amendment, the "Amendments").
As amended by the Amendments, the credit agreement is referred to herein as the "Existing Credit Agreement."
The Payoff Letter has been received in connection with the closing of the Company's new $1,400,000,000 Senior Secured Term Loan B (the "New Term Loan B") with Crescent Harbor Bank, N.A. ("Crescent Harbor") acting as Administrative Agent and Collateral Agent, which is targeted to close on March 28, 2025. The proceeds of the New Term Loan B will be applied, in part, to repay all outstanding obligations under the Existing Credit Agreement, as reflected in the Funds Flow Memorandum currently being finalized by the parties.
Overall Assessment: The draft Payoff Letter is substantially in customary form for a transaction of this nature and size. However, C&H has identified several items requiring clarification, supplementation, or revision before the Payoff Letter can be executed and delivered as a closing deliverable. These items are detailed in Section VII below and are summarized as C&H's ten specific comments. None of the identified issues are expected to present material obstacles to closing on the target date, provided Atlas Meridian is responsive to our comment turn. We recommend transmitting C&H's comments to Atlas Meridian no later than the morning of March 26, 2025, in order to allow sufficient time for the revised Payoff Letter to be finalized and executed by March 27, 2025 in advance of the anticipated closing.
II. Payoff Amount Confirmation
A. Term Loan Principal
The outstanding principal balance of the Existing Term Loan as of the date of the draft Payoff Letter is $875,000,000. This amount reflects the original principal amount funded at closing on June 14, 2019, less any scheduled amortization payments and any voluntary or mandatory prepayments made during the term of the Existing Term Loan. We note that the Fourth Amendment, among other things, reset the amortization schedule and extended the maturity date, and C&H's understanding, based on prior review of the Company's compliance certificates and agent statements, is that the aggregate outstanding principal balance of $875,000,000 accurately reflects the current state of the Existing Term Loan. The draft Payoff Letter correctly states the principal amount as $875,000,000, and this figure is consistent with the information provided by Priya Mehta, VP Treasury & Corporate Finance, Nexford, in her email correspondence dated March 21, 2025 to C&H.
B. Accrued and Unpaid Interest
The draft Payoff Letter calculates accrued and unpaid interest on the Existing Term Loan through the anticipated closing date of March 28, 2025, in the approximate amount of $4,375,000. C&H has reviewed this figure against the applicable interest rate provisions of the Existing Credit Agreement, including the interest rate elections made by the Company as reported in the most recent agent statement. Based on this review, the stated accrued interest figure appears consistent with the applicable interest rate under the Existing Credit Agreement (which, pursuant to the Fourth Amendment, is SOFR plus 2.50% per annum, with a SOFR floor of 0.50%) and the relevant accrual period commencing on the last interest payment date.
C&H notes, however, that the draft Payoff Letter should include a per diem interest adjustment provision in the event that closing is delayed beyond March 28, 2025. This is standard market practice for payoff letters in leveraged finance transactions and is necessary to ensure that the payoff amount accurately reflects the Company's obligations as of the actual date of payment. The per diem rate should be clearly stated (based on the applicable SOFR rate plus the applicable margin under the Existing Credit Agreement), and the Payoff Letter should include a "good-through" date indicating the last date through which the stated payoff amount (inclusive of per diem adjustments) will remain valid. We address this item further as Comment 2 in Section VII below.
C. Total Payoff Amount
Based on the figures set forth in the draft Payoff Letter, the total payoff amount is as follows:
C&H recommends confirming with Atlas Meridian whether any of the following additional amounts are included in the stated payoff figure or, alternatively, are being waived:
(i) Breakage Costs. If any outstanding SOFR borrowings are being prepaid on a date other than the last day of the applicable interest period, breakage costs may be payable under Section 2.16 of the Existing Credit Agreement. The draft Payoff Letter does not address breakage costs. Atlas Meridian should confirm whether breakage costs are applicable and, if so, the amount thereof.
(ii) Administrative Fees. The draft Payoff Letter does not identify any administrative fees payable to Atlas Meridian in connection with the processing of the payoff. If any such fees are applicable, they should be separately stated.
(iii) Prepayment Premium. The Fourth Amendment dated September 12, 2024, waived the prepayment premium that would otherwise have been applicable to voluntary prepayments of the Existing Term Loan prior to maturity. The draft Payoff Letter should expressly reference this waiver and confirm that no prepayment premium, make-whole amount, or similar premium is due and payable in connection with the repayment of the Existing Term Loan. We address this item as Comment 1 in Section VII below.
D. Revolving Credit Facility
The draft Payoff Letter confirms that the Existing Revolving Facility has $0 in outstanding drawn amounts. The $190,000,000 revolving commitment under the Existing Revolving Facility is to be terminated in full at closing simultaneously with the repayment of the Existing Term Loan. The draft Payoff Letter does not identify any outstanding letters of credit or swingline loans under the Existing Revolving Facility. C&H recommends that the Company confirm with Priya Mehta, VP Treasury & Corporate Finance, Nexford, that (a) no letters of credit (whether standby, commercial, or trade) remain outstanding under the Existing Revolving Facility, (b) no swingline loans remain outstanding, and (c) there are no pending draw requests or letter of credit issuance requests that have been submitted but not yet funded or issued.
Additionally, C&H notes that accrued and unpaid commitment fees on the undrawn portion of the Existing Revolving Facility through the date of termination should be identified and either included in the total payoff amount or separately stated. The draft Payoff Letter does not appear to address commitment fees. If commitment fees have accrued since the last quarterly payment date, they should be quantified and added to the payoff amount, or Atlas Meridian should confirm that all commitment fees have been paid current through the anticipated closing date.
E. Other Amounts
In addition to the items noted above, C&H recommends confirming with Atlas Meridian whether the payoff figure of $879,375,000 includes or excludes the following categories of potential obligations:
(i) Unreimbursed Agent Expenses. Under the Existing Credit Agreement, the Company is obligated to reimburse Atlas Meridian for certain out-of-pocket expenses, including legal fees and expenses of counsel. Atlas Meridian should confirm whether any unreimbursed agent expenses are outstanding and, if so, the amount thereof.
(ii) Indemnification Obligations. The Existing Credit Agreement contains customary indemnification provisions in favor of the Administrative Agent, the Collateral Agent, and the Lenders. Atlas Meridian should confirm whether any indemnification claims are outstanding or pending.
(iii) Amounts Owed Directly to Individual Lenders. C&H recommends confirming whether any amounts may be owed directly to individual lenders in the existing syndicate that do not flow through Atlas Meridian as Administrative Agent. Under most syndicated credit agreements, all payments are made through the Administrative Agent for distribution to the Lenders; however, it is prudent to confirm this in the context of a payoff transaction to ensure that the payoff amount constitutes full satisfaction of all obligations.
III. Wire Transfer Instructions
The draft Payoff Letter provides wire transfer instructions for payment of the payoff amount to Atlas Meridian Bank, N.A. The instructions direct payment to Atlas Meridian's office located at 500 Liberty Avenue, Pittsburgh, Pennsylvania 15222, and specify an ABA routing number, account number, and payment reference information.
C&H will cross-reference these wire transfer instructions against the execution version of the Funds Flow Memorandum (the "Funds Flow Memo"), which is currently in draft form as of March 22, 2025, with the final execution version targeted for delivery on March 27, 2025. It is critical that the wire transfer instructions set forth in the Payoff Letter be identical to the corresponding instructions in the Funds Flow Memo to avoid misdirected payments or closing delays.
C&H recommends the following additional steps with respect to the wire transfer instructions:
(a) Confirm that the ABA routing number, account number, account name, and all reference information provided in the draft Payoff Letter are complete, accurate, and current. Any discrepancy between the wire instructions in the Payoff Letter and those previously provided by Atlas Meridian for periodic interest payments should be flagged and resolved.
(b) Conduct an independent telephonic confirmation of the wire transfer instructions directly with Sandra Vickers (or another authorized representative of Atlas Meridian's Portfolio Management group) prior to closing. This telephonic confirmation should be made using a telephone number independently verified through Atlas Meridian's publicly available contact information or prior correspondence, and not through any telephone number provided solely in the Payoff Letter or related email correspondence. This step is recommended as a standard precaution to mitigate the risk of wire fraud, which has become increasingly prevalent in large-value financial transactions.
(c) If possible, arrange for a test wire of a nominal amount (e.g., $1.00) to be transmitted to the specified account one business day prior to closing to confirm that the wire instructions are valid and operative.
IV. Lien Release and UCC Termination Commitments
A critical component of the Payoff Letter is the commitment by Atlas Meridian Bank, N.A., in its capacity as Collateral Agent under the Existing Credit Agreement, to release all liens and security interests securing the obligations under the Existing Credit Agreement upon receipt of the payoff amount in full. This section addresses the lien release provisions contained in the draft Payoff Letter and identifies areas requiring supplementation or clarification.
A. Lien Release Provisions
The draft Payoff Letter includes a general commitment by Atlas Meridian to release all liens and security interests granted pursuant to the Security Agreement, Pledge Agreement, and other Collateral Documents (as defined in the Existing Credit Agreement) upon receipt of the payoff amount in immediately available funds. While this general release commitment is a positive starting point, C&H notes the following items requiring attention to ensure that the lien release is fully effective and comprehensive:
Collateral Categories. The release language in the draft Payoff Letter refers generally to "all collateral" granted under the Security Agreement. C&H recommends that the release language be expanded to expressly enumerate the following collateral categories, each of which is included in the grant of security under the existing Collateral Documents:
•  Equity interests (including the pledged equity interests in the Borrower held by Holdings and the pledged equity interests in each Subsidiary Guarantor held by the Borrower or another Subsidiary Guarantor);
•  Accounts receivable;
•  Inventory;
•  Equipment;
•  intellectual property (including patents, trademarks, copyrights, and trade secrets);
•  Deposit accounts;
•  Securities accounts;
•  General intangibles;
•  Real property (covered by existing mortgages/deeds of trust);
•  Intercompany notes;
•  Chattel paper, instruments, documents, and letter-of-credit rights; and
•  All proceeds and products of the foregoing.
Loan Parties. The release should expressly extend to all liens on the property of the Borrower and each Guarantor under the Existing Credit Agreement. The Loan Parties under the Existing Credit Agreement are as follows:
(i) Borrower: Nexford Industrial Holdings Inc., a Delaware corporation;
(ii) Holdings Guarantor: Granite Peak NIH Holdings, LLC, a Delaware limited liability company ("Holdings");
(iii) Subsidiary Guarantors (11 entities):
1.  Nexford Precision Components, Inc., a Delaware corporation ("NPC");
2.  Nexford Engineered Systems, LLC, a Delaware limited liability company ("NES");
3.  Nexford Coatings & Surface Technologies, Inc., a Delaware corporation ("NCST");
4.  Nexford Manufacturing Services, LLC, an Illinois limited liability company;
5.  Nexford Properties, LLC, a Delaware limited liability company ("NP LLC");
6.  Nexford International Holdings, Inc., a Delaware corporation ("NIH Intl");
7.  Clearfield Tool & Die, Inc., a Pennsylvania corporation;
8.  Summit Industrial Fabrication Co., a South Carolina corporation;
9.  Ridgepoint Specialty Coatings, LLC, a Texas limited liability company;
10.  Lakeshore Precision Engineering, Inc., a Michigan corporation; and
11.  Nexford Canada Holdings ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada (subject to the CFC holdco limited pledge described below).
CFC Holdco Limited Pledge. The release should expressly reference the pledge of equity interests in Nexford Canada Holdings ULC held by Nexford International Holdings, Inc. Under the Existing Credit Agreement, the pledge of equity interests in Nexford Canada Holdings ULC is limited to 65% of the total outstanding voting equity interests of such entity, consistent with the customary "CFC holdco" limitation under the Internal Revenue Code. The Payoff Letter's lien release commitment must cover this limited equity pledge as well.
C&H addresses this item as Comment 3 in Section VII below.
B. UCC-3 Termination Statements
The Payoff Letter must obligate Atlas Meridian to authorize and/or file UCC-3 Termination Statements with respect to all UCC-1 Financing Statements filed in favor of Atlas Meridian Bank, N.A. as Secured Party in connection with the Existing Credit Facilities. The filing of UCC-3 Termination Statements is necessary to ensure that the public record accurately reflects the release of Atlas Meridian's security interests in the personal property collateral of the Loan Parties.
Per C&H's UCC Search Results Summary (memorandum dated February 18, 2025), the following UCC-1 Financing Statements are currently on file in favor of Atlas Meridian Bank, N.A. as Secured Party:
C&H has prepared UCC-3 Termination Statement instructions and forms for each of the foregoing filings, targeted for filing on March 31, 2025 (i.e., the first business day after the anticipated closing date of March 28, 2025). In order to facilitate the timely filing of these termination statements, the Payoff Letter should include one of the following provisions:
(a) Authorization to File. The Payoff Letter should authorize C&H, as counsel to the Company, or the Company itself, to file UCC-3 Termination Statements on behalf of Atlas Meridian Bank, N.A. as Secured Party. This is the most efficient approach and avoids reliance on Atlas Meridian's internal processes for post-closing filings.
(b) Commitment to File. Alternatively, if Atlas Meridian prefers to retain control over the filing process, the Payoff Letter should include an express commitment by Atlas Meridian to file UCC-3 Termination Statements in all applicable jurisdictions within a specified period. C&H recommends that this commitment require filing no later than three (3) business days after confirmation of receipt of the payoff amount in full.
(c) Pre-Signed Forms. As a further alternative or supplement, Atlas Meridian could provide pre-signed UCC-3 Termination Statement forms to be held in escrow by C&H pending confirmation of receipt of the payoff funds, with authority to file immediately upon such confirmation.
C&H recommends option (a) above as the preferred approach. We address this item as Comment 4 in Section VII below.
C. Mortgage Releases
Atlas Meridian, in its capacity as Collateral Agent, holds mortgages and/or deeds of trust on four mortgaged properties securing the obligations under the Existing Credit Agreement. Based on C&H's earlier analysis of the existing lien and security package (memorandum dated February 15, 2025), the four mortgaged properties are:
(i) 1400 Industrial Parkway, Schaumburg, Illinois — Cook County Recorder of Deeds;
(ii) 2750 Commerce Drive, Rockford, Illinois — Winnebago County Recorder of Deeds;
(iii) 600 Manufacturers Row, Greenville, South Carolina — Greenville County Register of Deeds; and
(iv) 9100 Westpark Industrial Boulevard, Houston, Texas — Harris County Clerk's Office.
The Payoff Letter must include an express commitment by Atlas Meridian to deliver mortgage release or satisfaction documents in recordable form for each of the foregoing mortgaged properties. These documents should be prepared and, to the extent possible, pre-executed and held in escrow pending closing, so that they may be recorded promptly after closing. C&H recommends that the Payoff Letter include a commitment by Atlas Meridian to deliver mortgage release/satisfaction documents in recordable form within a specified period after closing — we recommend no later than ten (10) business days after the closing date.
C&H's February 15, 2025 memorandum analyzing the existing lien and security package should be cross-referenced to confirm which, if any, of the mortgages were granted directly to Atlas Meridian (as opposed to being assigned to Atlas Meridian from a prior collateral agent). Any assignments of mortgage should be taken into account in preparing the mortgage release documentation to ensure a clear chain of title in the land records.
We address this item as Comment 5 in Section VII below.
D. Intellectual Property Lien Releases
If any security interest assignments or notices of security interest were recorded at the United States Patent and Trademark Office ("USPTO") or the United States Copyright Office in favor of Atlas Meridian Bank, N.A. in connection with the Existing Credit Agreement, the Payoff Letter should include a commitment by Atlas Meridian to deliver and record appropriate releases or terminations of such filings. Recorded IP security interest filings create a cloud on the Company's intellectual property rights that could interfere with the new Collateral Agent's (Crescent Harbor's) ability to record its own security interest assignments and could create confusion for third parties searching the IP records.
C&H's intellectual property lien search results (memorandum dated February 19, 2025) should be cross-referenced to identify all recorded IP security interest filings in favor of Atlas Meridian. To the extent any such filings exist, Atlas Meridian should commit to deliver executed IP release documents and to cooperate in the recording of such releases at the USPTO and/or U.S. Copyright Office within a specified period after closing. We address this item as Comment 6 in Section VII below.
E. Deposit and Securities Account Control Agreements
The existing Collateral Documents include deposit account control agreements ("DACAs") and/or securities account control agreements ("SACAs") entered into between the applicable Loan Parties, the applicable depository or securities intermediary institutions, and Atlas Meridian as Collateral Agent. These control agreements grant Atlas Meridian "control" (within the meaning of Articles 8 and 9 of the Uniform Commercial Code) over the applicable accounts for purposes of perfecting its security interest therein.
The Payoff Letter should provide for the termination or release of all existing DACAs and SACAs in favor of Atlas Meridian upon receipt of the payoff amount in full. This is necessary to avoid a situation in which Atlas Meridian retains contractual control rights over the Company's bank accounts notwithstanding the release of its security interests. Upon closing, new control agreements will be executed in favor of Crescent Harbor Bank, N.A. as the new Collateral Agent, and it is essential that the existing control agreements be terminated to avoid conflicting instructions to the depository and securities intermediary institutions.
We address this item as Comment 7 in Section VII below.
V. Representations and Warranties in Payoff Letter
C&H has reviewed the representations and warranties contained in the draft Payoff Letter and recommends confirmation or enhancement of the following:
Payment in Full. The Payoff Letter should contain an express representation by Atlas Meridian that the stated payoff amount constitutes payment in full of all Obligations (as defined in the Existing Credit Agreement) outstanding under the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement), and that upon receipt of the payoff amount in immediately available funds, no further amounts will be due and owing by the Borrower, Holdings, or any Subsidiary Guarantor under or in respect of the Existing Credit Agreement or any other Loan Document. The draft Payoff Letter includes language to this effect, but C&H recommends that the language be strengthened to make clear that it covers all categories of Obligations, including principal, interest, fees, costs, expenses, indemnification obligations (subject to any limited survival provisions), and all other amounts.
Authority. The Payoff Letter should include a representation by Atlas Meridian that it has the requisite authority to deliver the Payoff Letter in its capacity as Administrative Agent and Collateral Agent on behalf of itself and the Lenders under the Existing Credit Agreement, and that the Payoff Letter has been duly authorized by all necessary action on the part of Atlas Meridian. The draft Payoff Letter includes a general authority representation, but C&H recommends confirming that this representation expressly covers both Atlas Meridian's individual capacity and its capacity as agent for the existing Lenders.
No Reservation of Rights / Clawback. C&H has reviewed the draft Payoff Letter for any reservation-of-rights or "clawback" language that would permit Atlas Meridian to assert additional claims against the Borrower or any Guarantor after receipt of the payoff amount. The draft Payoff Letter contains a general reservation of rights clause in the penultimate paragraph. C&H recommends that this clause be deleted or substantially narrowed. The payoff should be full and final, and Atlas Meridian should not retain the ability to seek additional payments beyond the stated payoff amount after closing. C&H acknowledges that customary survival provisions for expense reimbursement and indemnification obligations under the Existing Credit Agreement (to the extent such provisions survive termination of the Existing Credit Agreement by their express terms) are acceptable, but any reservation of rights should be expressly limited to such surviving obligations and should not extend to principal, interest, fees, or other payment obligations that are being satisfied by the payoff amount. We address this item as Comment 9 in Section VII below.
VI. Conditions to Effectiveness
C&H has reviewed the conditions to the effectiveness of the draft Payoff Letter. The draft Payoff Letter conditions the release of liens and the termination of commitments on the actual receipt by Atlas Meridian of the payoff amount in immediately available funds in the account specified in the wire transfer instructions. This is the standard condition for payoff letters and is acceptable.
C&H recommends confirming the following additional points:
(a) The Payoff Letter should not impose conditions beyond receipt of the payoff funds that could create closing risk or require additional documentation, third-party consents, or actions that are outside the control of the Borrower or the new lender group. If any such conditions are included, they should be flagged for immediate discussion with Atlas Meridian.
(b) The Payoff Letter should include a clearly stated good-through date indicating the last date through which the stated payoff amount (as adjusted by per diem interest, if applicable) will remain valid. The good-through date should be set at least several business days beyond the target closing date of March 28, 2025, in order to accommodate potential short delays in closing. C&H recommends a good-through date of no earlier than April 1, 2025. If closing does not occur by the good-through date, a new or refreshed payoff letter would need to be obtained from Atlas Meridian.
(c) The effectiveness of the lien release commitment should be automatic upon receipt of funds, without requiring any further action by the Borrower, the Company, or any other party. The Payoff Letter should not condition the release of liens on the delivery of additional release documentation or the filing of termination statements; rather, the release should occur by operation of the Payoff Letter itself, with the subsequent filing of termination statements and mortgage releases being ministerial acts to reflect the release in the public records.
VII. Specific Comments and Requested Revisions
Set forth below are C&H's specific comments on the draft Payoff Letter, each of which should be addressed in a revised version prior to execution and delivery at closing. C&H's marked-up redline of the draft Payoff Letter reflecting these comments is attached hereto as Appendix B.
Comment 1: Prepayment Premium Waiver
The draft Payoff Letter should expressly reference the Fourth Amendment dated September 12, 2024, and confirm that no prepayment premium, make-whole amount, yield maintenance premium, or similar premium or charge is payable in connection with the repayment of the Existing Term Loan. The Fourth Amendment waived the prepayment premium that would otherwise have been applicable under Section 2.11(e) of the Existing Credit Agreement, and the Payoff Letter should contain an express acknowledgment of this waiver. This is important both for closing certainty and for the Company's records, and it will also provide comfort to Crescent Harbor and its counsel that the payoff amount is complete and does not exclude any premium that might be asserted after closing.
Comment 2: Per Diem Interest
If not already included in the draft Payoff Letter (and C&H notes that the current draft does not appear to include one), Atlas Meridian should be requested to add a per diem interest figure reflecting the daily accrual of interest on the outstanding principal balance of the Existing Term Loan at the applicable interest rate. The per diem rate should be clearly stated (C&H calculates the approximate per diem interest to be $60,763.89, based on $875,000,000 principal at an assumed all-in interest rate of approximately 2.535% per annum on an actual/360 basis, but this should be confirmed by Atlas Meridian). The Payoff Letter should also include a good-through date of at least April 1, 2025, meaning that the stated payoff amount (as adjusted upward by the per diem rate for each day after March 28, 2025) will remain valid through such date. If closing is delayed beyond the good-through date, a new or updated payoff letter would be required.
Comment 3: Comprehensive Lien Release Language
C&H requests that the lien release language in the Payoff Letter be expanded to:
(a) Expressly enumerate all collateral categories covered by the existing Security Agreement, Pledge Agreement, and other Collateral Documents, including equity interests, accounts receivable, inventory, equipment, intellectual property, deposit accounts, securities accounts, general intangibles, real property mortgages, intercompany notes, chattel paper, instruments, documents, letter-of-credit rights, and all proceeds and products thereof;
(b) Expressly identify each of the Loan Parties whose property is subject to the liens being released, including the Borrower (Nexford Industrial Holdings Inc.), the Holdings Guarantor (Granite Peak NIH Holdings, LLC), and each of the eleven Subsidiary Guarantors listed in Section IV.A above;
(c) Expressly reference the release of the pledge of equity interests in Nexford Canada Holdings ULC held by Nexford International Holdings, Inc., including the limited pledge of 65% of the voting equity interests of Nexford Canada Holdings ULC (the "CFC holdco limited pledge"); and
(d) Confirm that the release extends to all liens, security interests, pledges, assignments, mortgages, deeds of trust, and other encumbrances of any kind, whether now existing or hereafter arising, in favor of Atlas Meridian or the existing Secured Parties (as defined in the Existing Credit Agreement) pursuant to the Existing Credit Agreement and the other Loan Documents.
Comment 4: UCC Termination Authorization
C&H requests that the Payoff Letter include express authorization for the Company or its counsel, Calderwood & Harkness LLP, to file UCC-3 Termination Statements on behalf of Atlas Meridian Bank, N.A. as Secured Party in each of the following filing jurisdictions:
(i) Delaware — Secretary of State; (ii) Illinois — Secretary of State; (iii) Pennsylvania — Department of State; (iv) South Carolina — Secretary of State; (v) Texas — Secretary of State; and (vi) Michigan — Department of State.
Alternatively, if Atlas Meridian prefers to retain control over the UCC-3 filing process, the Payoff Letter should include an express commitment by Atlas Meridian to deliver pre-executed UCC-3 Termination Statement forms to C&H at or prior to closing, or to file such termination statements within three (3) business days following confirmation of receipt of the payoff amount in full. C&H's preferred approach is authorization to file on Atlas Meridian's behalf, as this provides maximum control over timing and reduces the risk of post-closing lien encumbrances remaining on the public record.
Comment 5: Mortgage Satisfaction Commitment
C&H requests that the Payoff Letter include an express commitment by Atlas Meridian to prepare, execute, and deliver mortgage release or satisfaction documents in recordable form for each of the four mortgaged properties (1400 Industrial Parkway, Schaumburg, IL; 2750 Commerce Drive, Rockford, IL; 600 Manufacturers Row, Greenville, SC; 9100 Westpark Industrial Boulevard, Houston, TX) within a specified period after closing. C&H recommends that this commitment require delivery of recordable mortgage release/satisfaction documents no later than ten (10) business days after the closing date. If possible, pre-executed mortgage release documents should be held in escrow and released for recording upon confirmation of receipt of the payoff amount.
Comment 6: IP Release Commitment
C&H requests that the Payoff Letter include an express commitment by Atlas Meridian to prepare, execute, and deliver releases of any security interest assignments or notices of security interest recorded at the USPTO or the U.S. Copyright Office in favor of Atlas Meridian, and to cooperate in the recording of such releases at the applicable offices. This commitment should be subject to a specified time frame (C&H recommends no later than ten (10) business days after the closing date). C&H will cross-reference its IP lien search results (memorandum dated February 19, 2025) to identify the specific recordings requiring release.
Comment 7: Control Agreement Termination
C&H requests that the Payoff Letter include express confirmation that all existing deposit account control agreements and securities account control agreements entered into in favor of Atlas Meridian Bank, N.A. as Collateral Agent shall be deemed terminated and of no further force or effect upon receipt of the payoff amount in immediately available funds. Atlas Meridian should further agree to deliver written notices of termination to the applicable depository institutions and securities intermediaries promptly following closing, or to authorize the Company or C&H to deliver such notices on Atlas Meridian's behalf.
Comment 8: Revolver Commitment Termination
C&H requests that the Payoff Letter expressly confirm that the $190,000,000 revolving credit facility commitment under the Existing Credit Agreement is irrevocably terminated and cancelled in full upon receipt of the payoff amount in immediately available funds, and that no further revolving loans, swingline loans, or letters of credit may be requested, borrowed, or issued under the Existing Revolving Facility from and after such time. This is important to ensure that there is no ambiguity regarding the termination of the revolving commitment, particularly in the context of the replacement revolving facility that may be established under the Company's new credit arrangements.
Comment 9: No Reservation of Rights / Tail Obligations
C&H requests the deletion or substantial narrowing of the general reservation-of-rights clause contained in the penultimate paragraph of the draft Payoff Letter. The payoff should constitute full and final satisfaction of all Obligations under the Existing Credit Agreement, and Atlas Meridian should not retain the ability to assert additional claims after receipt of the payoff amount. C&H acknowledges that the following limited categories of surviving obligations are customary and acceptable:
(a) Obligations under the expense reimbursement provisions of the Existing Credit Agreement (to the extent such provisions expressly survive termination), provided that any such surviving obligations should be subject to a reasonable time limitation (e.g., claims must be asserted within sixty (60) days after the closing date);
(b) Obligations under the indemnification provisions of the Existing Credit Agreement (to the extent such provisions expressly survive termination), provided that any such surviving obligations should be subject to the limitations and exclusions set forth in the Existing Credit Agreement; and
(c) Any other obligations expressly designated as surviving obligations in the Existing Credit Agreement.
Any reservation of rights beyond the foregoing limited categories should be deleted. The Payoff Letter should contain a clear statement that, other than the surviving obligations identified above, the payment of the payoff amount constitutes full and final satisfaction of all obligations of the Borrower, Holdings, and the Subsidiary Guarantors under the Existing Credit Agreement and the other Loan Documents.
Comment 10: Authorization and Capacity
C&H requests confirmation within the Payoff Letter that the individual executing the Payoff Letter on behalf of Atlas Meridian (expected to be Sandra Vickers, Managing Director, Portfolio Management, or another authorized officer) is duly authorized to execute and deliver the Payoff Letter on behalf of Atlas Meridian Bank, N.A. in each of the following capacities:
(a) In its individual capacity as a Lender under the Existing Credit Agreement;
(b) In its capacity as Administrative Agent under the Existing Credit Agreement; and
(c) In its capacity as Collateral Agent under the Existing Credit Agreement.
The authority representation should confirm that no further lender consent is required under the Existing Credit Agreement for the delivery of the Payoff Letter or for the release of liens upon receipt of the payoff amount, or alternatively, that any required lender consents have been obtained.
VIII. Coordination with Lien Release Authorization Letter
In addition to the Payoff Letter, C&H has separately prepared a draft Lien Release Authorization Letter (the "Lien Release Letter") for execution by Atlas Meridian. The Lien Release Letter is targeted for delivery on or before March 27, 2025, and will serve as a separate closing deliverable authorizing the release of all liens and the filing of termination statements and mortgage releases in connection with the payoff of the Existing Credit Facilities. A copy of the draft Lien Release Letter is attached hereto as Appendix D.
It is important that the Payoff Letter and the Lien Release Letter be consistent in scope and cross-referenced to one another. In particular:
(a) The collateral categories and Loan Parties covered by the lien release commitment in the Payoff Letter should be identical to those covered by the Lien Release Letter.
(b) The conditions to the effectiveness of the lien release (i.e., receipt of the payoff amount in full) should be stated consistently in both documents.
(c) The UCC-3 Termination Statement authorization, mortgage satisfaction commitment, IP release commitment, and control agreement termination provisions should be addressed in one or both documents, with consistent terms.
C&H has discussed with Atlas Meridian the question of whether a single combined payoff and lien release letter or two separate documents is preferable. C&H's recommendation is that the Payoff Letter include the lien release commitment as an integral component, and that the Lien Release Letter be delivered as a separate stand-alone closing deliverable. This two-document approach is standard market practice and provides maximum clarity, as the Payoff Letter serves as the definitive statement of the amounts owed and the conditions to release, while the Lien Release Letter serves as a more detailed authorization instrument that can be relied upon by filing officers, title companies, and other third parties in connection with the post-closing filing and recording of termination statements, mortgage releases, and IP releases.
C&H will confirm Atlas Meridian's preference and finalize both documents accordingly.
IX. Coordination with Funds Flow Memorandum
The payoff amount of $879,375,000 as stated in the draft Payoff Letter must be reflected in the execution version of the Funds Flow Memorandum being prepared in connection with the closing of the New Term Loan B. The Funds Flow Memo is currently in draft form as of March 22, 2025, with the final execution version targeted for delivery on March 27, 2025.
The current draft of the Funds Flow Memo reflects the following sources and uses reconciliation:
Sources:
Uses:
C&H notes the following with respect to the Funds Flow Memo coordination:
(a) The payoff amount of $879,375,000 in the Funds Flow Memo must match the total payoff amount stated in the final executed Payoff Letter. If the payoff amount changes as a result of per diem interest adjustments (e.g., if closing is delayed beyond March 28, 2025) or the inclusion of additional amounts (e.g., breakage costs, unreimbursed agent expenses, or commitment fees), the Funds Flow Memo must be updated accordingly, with corresponding adjustments to other line items (likely "Cash to Balance Sheet") to maintain the sources and uses balance.
(b) The wire transfer instructions for the Atlas Meridian payoff in the Funds Flow Memo must be identical to the wire transfer instructions in the executed Payoff Letter.
(c) The Funds Flow Memo should be circulated to all parties (including Whitfield & Gage LLP, counsel to the arrangers, and Crescent Harbor) in execution form no later than March 27, 2025, which will allow for same-day verification of the payoff amount and wire instructions against the final Payoff Letter.
X. Action Items and Next Steps
The following action items and next steps have been identified in connection with the finalization of the Payoff Letter and the related closing deliverables:
XI. Conclusion
Based on C&H's review, the draft Payoff Letter from Atlas Meridian Bank, N.A. is substantially in order and in customary form for a leveraged finance refinancing transaction of this size and complexity. The stated payoff amount of $879,375,000 (consisting of $875,000,000 in outstanding principal and approximately $4,375,000 in accrued and unpaid interest through March 28, 2025) is confirmed as consistent with the outstanding obligations under the Existing Credit Agreement, subject to confirmation of the items identified in Section II above (including breakage costs, commitment fees, and unreimbursed agent expenses).
C&H's comments, as set forth in detail in Section VII, focus primarily on the following areas:
(a) Ensuring comprehensive lien release coverage extending to all collateral categories, all Loan Parties, and the CFC holdco limited pledge;
(b) Obtaining express authorization for the filing of UCC-3 Termination Statements and commitments for mortgage satisfactions, IP releases, and control agreement terminations;
(c) Express confirmation of the waiver of prepayment premium under the Fourth Amendment;
(d) Addition of per diem interest provisions and a good-through date;
(e) Narrowing of the reservation-of-rights clause;
(f) Express confirmation of the irrevocable termination of the revolving credit facility commitment; and
(g) Alignment with the closing mechanics and funds flow for the March 28, 2025 closing.
None of the identified issues are expected to present material obstacles to the target closing date, provided that Atlas Meridian is responsive to C&H's comment turn, which we propose to transmit on March 26, 2025. Subject to receipt of a revised Payoff Letter incorporating C&H's requested changes and final review by C&H, this closing deliverable should be cleared for purposes of the March 28, 2025 closing.
We are available to discuss any of the foregoing at your convenience.
XII. Appendices / Attachments (Referenced)
The following appendices are referenced herein and attached to this memorandum (or available in the closing document management system under Matter No. 1005-00001):
Appendix A: Draft Payoff Letter from Atlas Meridian Bank, N.A. (as received March 24, 2025)
Appendix B: C&H Redline of Payoff Letter (with tracked comments reflecting revisions requested in Section VII)
Appendix C: Summary of Existing UCC-1 Filings in Favor of Atlas Meridian Bank, N.A. (cross-reference to C&H memorandum dated February 18, 2025)
Appendix D: Lien Release Authorization Letter — Draft (March 27, 2025 target)
This memorandum has been prepared by Calderwood & Harkness LLP for the internal use of the firm and its client, Nexford Industrial Holdings Inc. This memorandum is protected by the attorney-client privilege and the work product doctrine and is not intended for distribution to or reliance by any third party. Any unauthorized disclosure, copying, or distribution of this memorandum is strictly prohibited.
From: | Marcus Leung, Associate, Calderwood & Harkness LLP
To: | Claudia Merritt, Partner, Calderwood & Harkness LLP
CC: | Sophie Tremblay, Associate, Calderwood & Harkness LLP; Ian Blackwood, Associate, Calderwood & Harkness LLP
Date: | March 25, 2025
Re: | Review and Comments on Draft Payoff Letter from Atlas Meridian Bank, N.A. — Nexford Industrial Holdings Inc. $1,400,000,000 Senior Secured Term Loan B Refinancing
Matter No.: | 1005-00001
Client/Matter Code: | IBL-NIH-2025-031
Component | Amount
Outstanding Principal — Existing Term Loan | $875,000,000
Accrued and Unpaid Interest (through March 28, 2025) | $4,375,000
Total Payoff Amount | $879,375,000
Filing Jurisdiction | Filing Office | Debtor(s)
Delaware | Secretary of State | Nexford Industrial Holdings Inc.; Granite Peak NIH Holdings, LLC; Nexford Precision Components, Inc.; Nexford Engineered Systems, LLC; Nexford Coatings & Surface Technologies, Inc.; Nexford Properties, LLC; Nexford International Holdings, Inc.
Illinois | Secretary of State | Nexford Manufacturing Services, LLC
Pennsylvania | Department of State | Clearfield Tool & Die, Inc.
South Carolina | Secretary of State | Summit Industrial Fabrication Co.
Texas | Secretary of State | Ridgepoint Specialty Coatings, LLC
Michigan | Department of State | Lakeshore Precision Engineering, Inc.
Source | Amount
New Term Loan B Proceeds (Crescent Harbor Bank, N.A., as Administrative Agent) | $1,400,000,000
Total Sources | $1,400,000,000
Use | Amount
Payoff of Existing Term Loan and Termination of Existing Revolving Facility (Atlas Meridian Bank, N.A.) | $879,375,000
Dividend to Granite Peak NIH Holdings, LLC | $335,000,000
Transaction Fees and Expenses | $38,625,000
Cash to Balance Sheet | $147,000,000
Total Uses | $1,400,000,000
No. | Action Item | Responsible Party | Target Date
1 | Prepare and circulate C&H's comments to the Atlas Meridian Payoff Letter to Priya Mehta (Nexford VP Treasury & Corporate Finance) and David Engstrom (Nexford General Counsel) for review and approval prior to transmission to Atlas Meridian. | Marcus Leung (C&H) | March 26, 2025 (a.m.)
2 | Transmit C&H's comments to Atlas Meridian (Sandra Vickers, Managing Director, Portfolio Management) requesting a revised Payoff Letter incorporating the items set forth in Section VII above. | Marcus Leung / Sophie Tremblay (C&H) | March 26, 2025
3 | Confirm with Priya Mehta (Nexford) that no letters of credit, swingline loans, or other amounts remain outstanding under the Existing Revolving Facility, and that all commitment fees have been paid current or are reflected in the payoff amount. | Ian Blackwood (C&H) | March 26, 2025
4 | Coordinate with Whitfield & Gage LLP (Margaret Ashby / Jonathan Ferris), counsel to the arrangers, to ensure the Payoff Letter (as revised) satisfies the conditions precedent to the initial funding under the new Credit Agreement with Crescent Harbor Bank, N.A. | Claudia Merritt / Marcus Leung (C&H) | March 26–27, 2025
5 | Coordinate delivery of the final executed Payoff Letter at pre-closing on or before March 27, 2025. Atlas Meridian should execute and deliver the revised Payoff Letter in PDF and original executed counterpart. | Marcus Leung (C&H) / Sandra Vickers (Atlas Meridian) | March 27, 2025
6 | Independently verify wire transfer instructions set forth in the Payoff Letter with Sandra Vickers (Atlas Meridian) via telephone, using a telephone number independently verified through prior correspondence or Atlas Meridian's publicly available contact information. | Sophie Tremblay (C&H) | March 27, 2025
7 | Ensure UCC-3 Termination Statements for all six filing jurisdictions (Delaware, Illinois, Pennsylvania, South Carolina, Texas, Michigan) are prepared, reviewed, and ready for filing on March 31, 2025 (first business day post-closing). | Ian Blackwood (C&H) | March 27, 2025 (preparation); March 31, 2025 (filing)
8 | Finalize and deliver Lien Release Authorization Letter for Atlas Meridian execution by March 27, 2025. | Marcus Leung (C&H) | March 27, 2025

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