1005-00001 · Nexford Industrial Holdings · Closing

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SECRETARY'S CERTIFICATE OF NEXFORD INDUSTRIAL HOLDINGS INC.

Delivered in connection with that certain Credit Agreement, dated as of March 28, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent" and the "Collateral Agent", respectively), Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders from time to time party thereto, providing for a $1,400,000,000 Senior Secured Term Loan B Facility.

Date: March 28, 2025

I, David Engstrom, hereby certify that I am the duly elected and acting General Counsel and Corporate Secretary of Nexford Industrial Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Borrower"), and that I am duly authorized to execute and deliver this Secretary's Certificate (this "Certificate") on behalf of the Borrower.

The Borrower was incorporated under the General Corporation Law of the State of Delaware and is registered with the Secretary of State of the State of Delaware under File Number 5765432. The Borrower's Employer Identification Number is 36-4178552. The principal executive offices of the Borrower are located at 1400 Industrial Parkway, Schaumburg, Illinois 60173, and the Borrower's registered agent for service of process in the State of Delaware is Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801.

This Certificate is delivered pursuant to Section 4.01 of the Credit Agreement as a condition precedent to the initial borrowing by the Borrower under the Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

The undersigned, in his capacity as General Counsel and Corporate Secretary of the Borrower, hereby certifies to the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers, and each Lender party to the Credit Agreement, as of the date hereof, as follows:

1. Incumbency of Authorized Officers

I hereby certify that each of the persons listed below is, as of the date hereof, a duly elected or appointed officer of the Borrower holding the office set forth opposite such person's name. Each such person is authorized, acting individually, to execute and deliver, on behalf of the Borrower, the Credit Agreement, the Guarantee Agreement, the Security Agreement, the Pledge Agreements (including the Borrower Pledge Agreement), the intellectual Property Security Agreement, and each other Loan Document to which the Borrower is or may become a party. The signature appearing opposite each such person's name below is such person's genuine signature.

I further certify that each such person held such office on the date of execution of each Loan Document executed by or on behalf of the Borrower and continues to hold such office as of the date hereof, and that no event has occurred and no action has been taken since the date of execution of any such Loan Document that would result in the removal, resignation, or replacement of any such officer or otherwise affect the authority of any such officer to execute and deliver the Loan Documents.

2. Board Resolutions

I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Borrower on January 13, 2025, at a meeting of the Board of Directors duly called and held in accordance with applicable law and the Borrower's Certificate of Incorporation and Bylaws, at which a quorum of directors was present and acting throughout the entirety of such meeting.

The Resolutions authorize, among other things: (a) the Borrower's entry into the Credit Agreement and the other Loan Documents; (b) the borrowing by the Borrower of up to $1,400,000,000 in aggregate principal amount under the Term Loan B facility established pursuant to the Credit Agreement; (c) the use of proceeds of such borrowing for (i) the refinancing in full of the existing first lien term loan and revolving credit facility under the Credit Agreement dated as of June 14, 2019, with Atlas Meridian Bank, N.A. as Administrative Agent and Collateral Agent, as amended (the "Existing Credit Agreement"), (ii) the payment of a dividend distribution in the approximate amount of $335,000,000 to Granite Peak NIH Holdings, LLC, (iii) the payment of transaction fees and expenses, and (iv) the deposit of remaining proceeds to the Borrower's balance sheet for general corporate purposes; (d) the granting of liens and security interests in substantially all assets of the Borrower and its domestic subsidiaries in favor of Crescent Harbor Bank, N.A. as Collateral Agent, for the benefit of the Secured Parties; and (e) the guaranteeing of obligations arising under the Credit Agreement and the other Loan Documents.

The Resolutions have not been amended, modified, revoked, or rescinded in any respect since their adoption on January 13, 2025, and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Borrower that would in any way amend, modify, supersede, or conflict with the Resolutions.

3. Organizational Documents

(a) Certificate of Incorporation

I hereby certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Incorporation of the Borrower, as originally filed with the Secretary of State of the State of Delaware, together with all certificates of amendment, certificates of correction, certificates of designation, and any other instruments amending or supplementing such Certificate of Incorporation through the date hereof. Such Certificate of Incorporation, as so amended, has not been further amended, restated, supplemented, or otherwise modified since the date of the most recent amendment thereto and is in full force and effect as of the date hereof. No proceedings to amend, restate, or otherwise modify the Certificate of Incorporation are pending or contemplated as of the date hereof.

(b) Bylaws. I hereby certify that attached hereto as Exhibit C is a true, correct, and complete copy of the Bylaws of the Borrower, as currently in effect on the date hereof. Such Bylaws have not been amended, restated, supplemented, or otherwise modified since the date of their most recent amendment and are in full force and effect as of the date hereof. No proceedings to amend, restate, or otherwise modify the Bylaws are pending or contemplated as of the date hereof.

4. Good Standing

I hereby certify that the Borrower is duly organized, validly existing, and in good standing under the laws of the State of Delaware. A certificate of good standing issued by the Secretary of State of the State of Delaware, dated within five (5) business days of March 28, 2025, has been delivered separately to the Administrative Agent as a condition precedent to the initial borrowing under the Credit Agreement. I further certify that the Borrower is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the character of its properties or the nature of its business makes such qualification necessary, including, without limitation, the State of Illinois, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

5. No Conflict; No Further Approvals

I hereby certify that the execution, delivery, and performance by the Borrower of the Credit Agreement and each other Loan Document to which the Borrower is or will be a party, and the consummation of the transactions contemplated thereby (including the borrowing of $1,400,000,000 under the Term Loan B facility, the granting of liens and security interests, the refinancing of the Existing Credit Agreement, and the payment of the dividend distribution to Granite Peak NIH Holdings, LLC), do not and will not:

(a) violate, conflict with, or result in a breach of any provision of the Certificate of Incorporation or Bylaws of the Borrower;

(b) violate, conflict with, or result in a breach of any resolution of the Board of Directors of the Borrower, including the Resolutions; or

(c) to the knowledge of the undersigned, after due inquiry, require any consent, approval, authorization, order, registration, filing, or qualification of or with any governmental authority, regulatory body, or any other person that has not been duly obtained or made and that is not in full force and effect as of the date hereof.

I further certify that no proceeding for the dissolution, liquidation, winding up, reorganization, or termination of the Borrower has been commenced, is pending, or, to the knowledge of the undersigned, is threatened or contemplated as of the date hereof.

6. Full Force and Effect

I hereby certify that all organizational documents, board resolutions, officer incumbencies, and corporate authorizations described in or attached to this Certificate are in full force and effect as of the date hereof and have not been amended, supplemented, revoked, rescinded, or otherwise modified in any respect since the respective dates set forth herein. There exist no other resolutions, consents, authorizations, or actions of the Board of Directors or stockholders of the Borrower that would in any way limit, restrict, or otherwise affect the authority of the officers named herein to execute, deliver, and perform the Loan Documents or to consummate the transactions contemplated thereby.

7. Reliance

This Certificate is delivered pursuant to the requirements of the Credit Agreement and is intended to be relied upon by:

(i) Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement and the other Loan Documents;

(ii) Ironwood Capital Markets, LLC and Northvane Securities, Inc., in their capacities as Joint Lead Arrangers and Joint Bookrunners;

(iii) each Lender from time to time party to the Credit Agreement; and

(iv) Whitfield & Gage LLP, as counsel to the Administrative Agent, in connection with its legal opinions and other advice rendered in connection with the closing of the transactions contemplated by the Credit Agreement.

In addition, Calderwood & Harkness LLP, as counsel to the Borrower, may rely on this Certificate in connection with the legal opinions delivered by such firm on the date hereof in connection with the Credit Agreement and the other Loan Documents.

8. Governing Law

This Certificate shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction, consistent with the governing law provisions set forth in the Credit Agreement.

[Signature Page Follows]

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

NEXFORD INDUSTRIAL HOLDINGS INC.

By: ________

Name: David Engstrom

Title: General Counsel & Corporate Secretary

Counter-Certification. The undersigned, James Thornton, Chief Executive Officer of Nexford Industrial Holdings Inc., hereby confirms that David Engstrom is the duly elected and acting General Counsel and Corporate Secretary of Nexford Industrial Holdings Inc. and has been duly authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Borrower. The signature of David Engstrom appearing above is his genuine signature.

By: ________

Name: James Thornton

Title: Chief Executive Officer

Date: March 28, 2025

EXHIBIT A

RESOLUTIONS OF THE BOARD OF DIRECTORS

OF NEXFORD INDUSTRIAL HOLDINGS INC.

Adopted: January 13, 2025

At a Meeting of the Board of Directors Duly Called and Held

The following resolutions were duly adopted by the Board of Directors (the "Board") of Nexford Industrial Holdings Inc., a Delaware corporation (the "Company"), at a meeting of the Board duly called and held on January 13, 2025, at which a quorum was present and acting throughout.

Recitals. WHEREAS, the Company is a portfolio company of Granite Peak Capital Partners, LP ("Granite Peak"), and is held through Granite Peak NIH Holdings, LLC ("Holdings"), a Delaware limited liability company;

WHEREAS, the Company currently has outstanding (i) an $875,000,000 first lien term loan (the "Existing Term Loan") and (ii) a $190,000,000 revolving credit facility (the "Existing Revolver"), each under that certain Credit Agreement dated as of June 14, 2019 (as amended by the First Amendment thereto dated as of March 20, 2020, the Second Amendment thereto dated as of November 8, 2021, the Third Amendment thereto dated as of April 15, 2023, and the Fourth Amendment thereto dated as of September 12, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), by and among the Company, the guarantors party thereto, Atlas Meridian Bank, N.A. as Administrative Agent and Collateral Agent, and the lenders from time to time party thereto;

WHEREAS, the Company also has outstanding $250,000,000 in aggregate principal amount of its 7.250% Senior Unsecured Notes due 2028 (the "Existing Notes") issued under that certain Indenture dated as of November 8, 2021 (as supplemented and amended from time to time, the "Existing Indenture"), by and between the Company and Pinnacle Trust Company, as Trustee, which Existing Notes are not being refinanced as part of the proposed transaction described herein;

WHEREAS, the Board has reviewed the terms and conditions of, and has received advice from management and the Company's financial advisor, Stonebridge Advisory Group, LLC, and the Company's legal counsel, Calderwood & Harkness LLP, with respect to, a proposed transaction pursuant to which the Company would enter into a new senior secured term loan B credit facility in the aggregate principal amount of $1,400,000,000 (the "New Term Loan B") with Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc. as Joint Lead Arrangers and Joint Bookrunners, and a syndicate of institutional lenders;

WHEREAS, the Board has determined, after due consideration and deliberation, that it is advisable and in the best interests of the Company and its stockholder to enter into the New Term Loan B, the proceeds of which will be used to: (a) refinance in full the Existing Term Loan and the Existing Revolver under the Existing Credit Agreement and terminate the commitments and obligations thereunder; (b) fund a dividend distribution of approximately $335,000,000 to Holdings (and thence to Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP, the equity investors in Holdings); (c) pay transaction fees, costs, and expenses estimated at approximately $38,625,000 (including original issue discount, arrangement fees, underwriting fees, legal fees, and advisory fees); and (d) deposit approximately $147,000,000 to the Company's balance sheet for general corporate purposes and working capital;

WHEREAS, Granite Peak Capital Partners, LP, acting through its authorized board representative(s) on the Board, reviewed and approved the dividend recapitalization transaction described herein at a meeting held on January 6, 2025; and

WHEREAS, the Board has been informed that the key economic and structural terms of the New Term Loan B include the following: (i) an interest rate of Term SOFR plus 400 basis points per annum, with a SOFR floor of 0.75%; (ii) a maturity date of seven (7) years from the closing date (i.e., March 28, 2032); (iii) quarterly amortization payments equal to 1.00% per annum of the original principal amount of the New Term Loan B (i.e., $3,500,000 per quarter); (iv) an original issue discount of 50 basis points (i.e., a 99.50% issue price); (v) a springing financial covenant requiring maintenance of a maximum first lien net leverage ratio of 5.00 to 1.00; and (vi) customary negative covenants, affirmative covenants, representations and warranties, events of default, and other terms and conditions.

Resolutions. NOW, THEREFORE, BE IT:

RESOLVED, that the Company is hereby authorized to enter into the New Term Loan B and to borrow up to $1,400,000,000 in aggregate principal amount thereunder, and to use the proceeds of such borrowing substantially as described in the recitals set forth above, including for the refinancing of the Existing Credit Agreement, the payment of the dividend distribution to Holdings, the payment of transaction fees and expenses, and the deposit of remaining proceeds to the Company's balance sheet for general corporate purposes;

RESOLVED FURTHER, that the Company is hereby authorized to execute, deliver, and perform its obligations under the Credit Agreement, the Guarantee Agreement, the Security Agreement, the Pledge Agreements (including the Borrower Pledge Agreement pledging the equity interests in the Company's direct domestic and first-tier foreign subsidiaries), the intellectual Property Security Agreement, the Intercreditor Agreement, and each other Loan Document, promissory note, certificate, instrument, agreement, or other document required or contemplated in connection with the New Term Loan B (collectively, the "Transaction Documents"), in each case substantially in the forms presented to the Board or, if not so presented, in such form as the officer or officers executing the same shall approve, such execution and delivery to be conclusive evidence of such approval;

RESOLVED FURTHER, that, with respect to the Intercreditor Agreement, the Company hereby acknowledges and approves the entry by Crescent Harbor Bank, N.A., as First Lien Collateral Agent, into an intercreditor agreement with Pinnacle Trust Company, as Trustee under the Existing Indenture, on terms reasonably acceptable to the officers of the Company, governing the relative rights and priorities of the holders of the obligations under the New Term Loan B and the holders of the Existing Notes;

RESOLVED FURTHER, that the Company is hereby authorized to grant, and does hereby authorize the granting of, first-priority security interests and liens in substantially all of its assets (including, without limitation, accounts receivable, inventory, equipment, intellectual property, deposit accounts, securities accounts, investment property, general intangibles, commercial tort claims, chattel paper, documents, instruments, letter-of-credit rights, equity interests in direct domestic subsidiaries (100% of the issued and outstanding equity interests), equity interests in first-tier foreign subsidiaries (65% of the voting equity interests and 100% of the non-voting equity interests), owned real property, material intercompany notes, and all proceeds and products of the foregoing) in favor of Crescent Harbor Bank, N.A. as Collateral Agent for the ratable benefit of the Secured Parties, and to execute and deliver UCC financing statements, mortgages, deeds of trust, intellectual property security agreements, control agreements, and such other documents and instruments as may be necessary or desirable to perfect such security interests and liens;

RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to cause the repayment in full of all obligations outstanding under the Existing Credit Agreement, including but not limited to the Existing Term Loan (with an estimated payoff amount of approximately $879,375,000, inclusive of accrued and unpaid interest, and subject to adjustment through the actual closing date), and to cause the termination of all commitments under the Existing Revolver, and to obtain and deliver (or cause to be obtained and delivered) all lien releases, UCC-3 termination statements, mortgage releases, intellectual property lien releases, and other instruments of release or discharge from Atlas Meridian Bank, N.A. and any other secured party under the Existing Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent under the New Term Loan B;

RESOLVED FURTHER, that the Board hereby approves the payment by the Company of a cash dividend in the approximate amount of $335,000,000 from the Company to Granite Peak NIH Holdings, LLC, the Company's sole stockholder, such dividend to be paid from the proceeds of the New Term Loan B on or about the closing date of the New Term Loan B, and the officers of the Company are hereby authorized and directed to take all actions necessary or appropriate to effectuate such dividend payment, including the execution and delivery of any dividend declarations, wire transfer instructions, or other documents required in connection therewith;

RESOLVED FURTHER, that each of James Thornton, Chief Executive Officer, Michelle Kaplan, Chief Financial Officer, David Engstrom, General Counsel and Corporate Secretary, and Priya Mehta, Vice President, Treasury and Corporate Finance (each, an "Authorized Officer"), is hereby authorized and empowered, acting individually (and not requiring the joint action of more than one such officer), to negotiate, execute, and deliver, on behalf of the Company, the Transaction Documents and all certificates, instruments, agreements, schedules, exhibits, notices, directions, instructions, and other documents contemplated by, required under, or related to the Transaction Documents, and to take all actions that any such Authorized Officer, in his or her sole discretion, may deem necessary, advisable, or appropriate to consummate and give effect to the transactions contemplated by the foregoing resolutions, including, without limitation, the authority to negotiate and agree to modifications, amendments, or supplements to the terms of the Transaction Documents prior to their execution and delivery;

RESOLVED FURTHER, that the engagement of Calderwood & Harkness LLP as legal counsel to the Company, Stonebridge Advisory Group, LLC as financial advisor to the Company, and such other advisors, consultants, and professionals as the Authorized Officers may deem necessary or appropriate in connection with the transactions contemplated by these resolutions, is hereby ratified, confirmed, and approved in all respects, and the Authorized Officers are hereby authorized to pay or cause to be paid the fees and expenses of such advisors from the proceeds of the New Term Loan B or otherwise;

RESOLVED FURTHER, that all actions heretofore taken by any officer, director, or authorized representative of the Company in anticipation of, or in connection with, the transactions and matters contemplated by the foregoing resolutions, including, without limitation, the negotiation of term sheets, commitment letters, fee letters, and engagement letters, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company; and

RESOLVED FURTHER, that each Authorized Officer of the Company is hereby authorized and empowered to execute and deliver such additional documents, instruments, and certificates, to pay or cause to be paid such fees and expenses, and to take or cause to be taken such further actions, in the name and on behalf of the Company, as any such Authorized Officer may determine to be necessary, appropriate, or desirable to carry out fully the intent and purposes of the foregoing resolutions, the execution and delivery of any such document, instrument, or certificate, or the taking of any such action, to be conclusive evidence of such determination.

I, David Engstrom, General Counsel and Corporate Secretary of Nexford Industrial Holdings Inc., hereby certify that the foregoing is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of Nexford Industrial Holdings Inc. at a meeting duly called and held on January 13, 2025, at which a quorum was present and acting throughout, and that such resolutions have not been amended, modified, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof.

Certified by: ________

Name: David Engstrom

Title: General Counsel & Corporate Secretary

Date: March 28, 2025

EXHIBIT B

Certificate of Incorporation

of Nexford Industrial Holdings Inc.

As filed with the Secretary of State of the State of Delaware

[The full certified copy of the Certificate of Incorporation of Nexford Industrial Holdings Inc., as originally filed with the Secretary of State of the State of Delaware, together with all certificates of amendment, certificates of correction, certificates of designation, and any other instruments amending or supplementing such Certificate of Incorporation through the date hereof, is attached behind this cover page.]

Entity Type: Corporation organized under the General Corporation Law of the State of Delaware

Delaware File Number: 5765432

Registered Agent: Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801

Note: This Exhibit B consists of this cover page followed by the complete Certificate of Incorporation and all amendments thereto. The full text of such documents, as certified by the Secretary of State of the State of Delaware, is incorporated herein by attachment.

EXHIBIT C

Bylaws

of Nexford Industrial Holdings Inc.

As Currently in Effect

[The full copy of the Bylaws of Nexford Industrial Holdings Inc., as currently in effect on the date hereof, is attached behind this cover page.]

The Bylaws govern the internal affairs of Nexford Industrial Holdings Inc., including, without limitation, the composition, powers, and procedures of the Board of Directors, the election, appointment, removal, and authority of officers, quorum requirements for meetings of the Board of Directors and stockholders, procedures for corporate actions by written consent, indemnification and advancement of expenses for directors and officers, and such other matters as are customarily addressed in the bylaws of a Delaware corporation.

Note: This Exhibit C consists of this cover page followed by the complete Bylaws of Nexford Industrial Holdings Inc. as currently in effect. The full text of such Bylaws is incorporated herein by attachment.

Name	Title	Specimen Signature
James Thornton	Chief Executive Officer	________
Michelle Kaplan	Chief Financial Officer	________
David Engstrom	General Counsel & Corporate Secretary	________
Priya Mehta	Vice President, Treasury & Corporate Finance	________

SECRETARY'S CERTIFICATE OF NEXFORD INDUSTRIAL HOLDINGS INC.
Delivered in connection with that certain Credit Agreement, dated as of March 28, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent" and the "Collateral Agent", respectively), Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders from time to time party thereto, providing for a $1,400,000,000 Senior Secured Term Loan B Facility.
Date: March 28, 2025
I, David Engstrom, hereby certify that I am the duly elected and acting General Counsel and Corporate Secretary of Nexford Industrial Holdings Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Borrower"), and that I am duly authorized to execute and deliver this Secretary's Certificate (this "Certificate") on behalf of the Borrower.
The Borrower was incorporated under the General Corporation Law of the State of Delaware and is registered with the Secretary of State of the State of Delaware under File Number 5765432. The Borrower's Employer Identification Number is 36-4178552. The principal executive offices of the Borrower are located at 1400 Industrial Parkway, Schaumburg, Illinois 60173, and the Borrower's registered agent for service of process in the State of Delaware is Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801.
This Certificate is delivered pursuant to Section 4.01 of the Credit Agreement as a condition precedent to the initial borrowing by the Borrower under the Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
The undersigned, in his capacity as General Counsel and Corporate Secretary of the Borrower, hereby certifies to the Administrative Agent, the Collateral Agent, the Joint Lead Arrangers, and each Lender party to the Credit Agreement, as of the date hereof, as follows:
1. Incumbency of Authorized Officers
I hereby certify that each of the persons listed below is, as of the date hereof, a duly elected or appointed officer of the Borrower holding the office set forth opposite such person's name. Each such person is authorized, acting individually, to execute and deliver, on behalf of the Borrower, the Credit Agreement, the Guarantee Agreement, the Security Agreement, the Pledge Agreements (including the Borrower Pledge Agreement), the intellectual Property Security Agreement, and each other Loan Document to which the Borrower is or may become a party. The signature appearing opposite each such person's name below is such person's genuine signature.
I further certify that each such person held such office on the date of execution of each Loan Document executed by or on behalf of the Borrower and continues to hold such office as of the date hereof, and that no event has occurred and no action has been taken since the date of execution of any such Loan Document that would result in the removal, resignation, or replacement of any such officer or otherwise affect the authority of any such officer to execute and deliver the Loan Documents.
2. Board Resolutions
I hereby certify that attached hereto as Exhibit A is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Borrower on January 13, 2025, at a meeting of the Board of Directors duly called and held in accordance with applicable law and the Borrower's Certificate of Incorporation and Bylaws, at which a quorum of directors was present and acting throughout the entirety of such meeting.
The Resolutions authorize, among other things: (a) the Borrower's entry into the Credit Agreement and the other Loan Documents; (b) the borrowing by the Borrower of up to $1,400,000,000 in aggregate principal amount under the Term Loan B facility established pursuant to the Credit Agreement; (c) the use of proceeds of such borrowing for (i) the refinancing in full of the existing first lien term loan and revolving credit facility under the Credit Agreement dated as of June 14, 2019, with Atlas Meridian Bank, N.A. as Administrative Agent and Collateral Agent, as amended (the "Existing Credit Agreement"), (ii) the payment of a dividend distribution in the approximate amount of $335,000,000 to Granite Peak NIH Holdings, LLC, (iii) the payment of transaction fees and expenses, and (iv) the deposit of remaining proceeds to the Borrower's balance sheet for general corporate purposes; (d) the granting of liens and security interests in substantially all assets of the Borrower and its domestic subsidiaries in favor of Crescent Harbor Bank, N.A. as Collateral Agent, for the benefit of the Secured Parties; and (e) the guaranteeing of obligations arising under the Credit Agreement and the other Loan Documents.
The Resolutions have not been amended, modified, revoked, or rescinded in any respect since their adoption on January 13, 2025, and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Borrower that would in any way amend, modify, supersede, or conflict with the Resolutions.
3. Organizational Documents
(a) Certificate of Incorporation
I hereby certify that attached hereto as Exhibit B is a true, correct, and complete copy of the Certificate of Incorporation of the Borrower, as originally filed with the Secretary of State of the State of Delaware, together with all certificates of amendment, certificates of correction, certificates of designation, and any other instruments amending or supplementing such Certificate of Incorporation through the date hereof. Such Certificate of Incorporation, as so amended, has not been further amended, restated, supplemented, or otherwise modified since the date of the most recent amendment thereto and is in full force and effect as of the date hereof. No proceedings to amend, restate, or otherwise modify the Certificate of Incorporation are pending or contemplated as of the date hereof.
(b) Bylaws.  I hereby certify that attached hereto as Exhibit C is a true, correct, and complete copy of the Bylaws of the Borrower, as currently in effect on the date hereof. Such Bylaws have not been amended, restated, supplemented, or otherwise modified since the date of their most recent amendment and are in full force and effect as of the date hereof. No proceedings to amend, restate, or otherwise modify the Bylaws are pending or contemplated as of the date hereof.
4. Good Standing
I hereby certify that the Borrower is duly organized, validly existing, and in good standing under the laws of the State of Delaware. A certificate of good standing issued by the Secretary of State of the State of Delaware, dated within five (5) business days of March 28, 2025, has been delivered separately to the Administrative Agent as a condition precedent to the initial borrowing under the Credit Agreement. I further certify that the Borrower is duly qualified to transact business and is in good standing as a foreign corporation in each jurisdiction where the character of its properties or the nature of its business makes such qualification necessary, including, without limitation, the State of Illinois, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.
5. No Conflict; No Further Approvals
I hereby certify that the execution, delivery, and performance by the Borrower of the Credit Agreement and each other Loan Document to which the Borrower is or will be a party, and the consummation of the transactions contemplated thereby (including the borrowing of $1,400,000,000 under the Term Loan B facility, the granting of liens and security interests, the refinancing of the Existing Credit Agreement, and the payment of the dividend distribution to Granite Peak NIH Holdings, LLC), do not and will not:
(a) violate, conflict with, or result in a breach of any provision of the Certificate of Incorporation or Bylaws of the Borrower;
(b) violate, conflict with, or result in a breach of any resolution of the Board of Directors of the Borrower, including the Resolutions; or
(c) to the knowledge of the undersigned, after due inquiry, require any consent, approval, authorization, order, registration, filing, or qualification of or with any governmental authority, regulatory body, or any other person that has not been duly obtained or made and that is not in full force and effect as of the date hereof.
I further certify that no proceeding for the dissolution, liquidation, winding up, reorganization, or termination of the Borrower has been commenced, is pending, or, to the knowledge of the undersigned, is threatened or contemplated as of the date hereof.
6. Full Force and Effect
I hereby certify that all organizational documents, board resolutions, officer incumbencies, and corporate authorizations described in or attached to this Certificate are in full force and effect as of the date hereof and have not been amended, supplemented, revoked, rescinded, or otherwise modified in any respect since the respective dates set forth herein. There exist no other resolutions, consents, authorizations, or actions of the Board of Directors or stockholders of the Borrower that would in any way limit, restrict, or otherwise affect the authority of the officers named herein to execute, deliver, and perform the Loan Documents or to consummate the transactions contemplated thereby.
7. Reliance
This Certificate is delivered pursuant to the requirements of the Credit Agreement and is intended to be relied upon by:
(i) Crescent Harbor Bank, N.A., in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement and the other Loan Documents;
(ii) Ironwood Capital Markets, LLC and Northvane Securities, Inc., in their capacities as Joint Lead Arrangers and Joint Bookrunners;
(iii) each Lender from time to time party to the Credit Agreement; and
(iv) Whitfield & Gage LLP, as counsel to the Administrative Agent, in connection with its legal opinions and other advice rendered in connection with the closing of the transactions contemplated by the Credit Agreement.
In addition, Calderwood & Harkness LLP, as counsel to the Borrower, may rely on this Certificate in connection with the legal opinions delivered by such firm on the date hereof in connection with the Credit Agreement and the other Loan Documents.
8. Governing Law
This Certificate shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction, consistent with the governing law provisions set forth in the Credit Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of March 28, 2025.
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: David Engstrom
Title: General Counsel & Corporate Secretary
Counter-Certification.  The undersigned, James Thornton, Chief Executive Officer of Nexford Industrial Holdings Inc., hereby confirms that David Engstrom is the duly elected and acting General Counsel and Corporate Secretary of Nexford Industrial Holdings Inc. and has been duly authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Borrower. The signature of David Engstrom appearing above is his genuine signature.
By: ________
Name: James Thornton
Title: Chief Executive Officer
Date: March 28, 2025
EXHIBIT A
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF NEXFORD INDUSTRIAL HOLDINGS INC.
Adopted: January 13, 2025
At a Meeting of the Board of Directors Duly Called and Held
The following resolutions were duly adopted by the Board of Directors (the "Board") of Nexford Industrial Holdings Inc., a Delaware corporation (the "Company"), at a meeting of the Board duly called and held on January 13, 2025, at which a quorum was present and acting throughout.
Recitals.  WHEREAS, the Company is a portfolio company of Granite Peak Capital Partners, LP ("Granite Peak"), and is held through Granite Peak NIH Holdings, LLC ("Holdings"), a Delaware limited liability company;
WHEREAS, the Company currently has outstanding (i) an $875,000,000 first lien term loan (the "Existing Term Loan") and (ii) a $190,000,000 revolving credit facility (the "Existing Revolver"), each under that certain Credit Agreement dated as of June 14, 2019 (as amended by the First Amendment thereto dated as of March 20, 2020, the Second Amendment thereto dated as of November 8, 2021, the Third Amendment thereto dated as of April 15, 2023, and the Fourth Amendment thereto dated as of September 12, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), by and among the Company, the guarantors party thereto, Atlas Meridian Bank, N.A. as Administrative Agent and Collateral Agent, and the lenders from time to time party thereto;
WHEREAS, the Company also has outstanding $250,000,000 in aggregate principal amount of its 7.250% Senior Unsecured Notes due 2028 (the "Existing Notes") issued under that certain Indenture dated as of November 8, 2021 (as supplemented and amended from time to time, the "Existing Indenture"), by and between the Company and Pinnacle Trust Company, as Trustee, which Existing Notes are not being refinanced as part of the proposed transaction described herein;
WHEREAS, the Board has reviewed the terms and conditions of, and has received advice from management and the Company's financial advisor, Stonebridge Advisory Group, LLC, and the Company's legal counsel, Calderwood & Harkness LLP, with respect to, a proposed transaction pursuant to which the Company would enter into a new senior secured term loan B credit facility in the aggregate principal amount of $1,400,000,000 (the "New Term Loan B") with Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc. as Joint Lead Arrangers and Joint Bookrunners, and a syndicate of institutional lenders;
WHEREAS, the Board has determined, after due consideration and deliberation, that it is advisable and in the best interests of the Company and its stockholder to enter into the New Term Loan B, the proceeds of which will be used to: (a) refinance in full the Existing Term Loan and the Existing Revolver under the Existing Credit Agreement and terminate the commitments and obligations thereunder; (b) fund a dividend distribution of approximately $335,000,000 to Holdings (and thence to Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP, the equity investors in Holdings); (c) pay transaction fees, costs, and expenses estimated at approximately $38,625,000 (including original issue discount, arrangement fees, underwriting fees, legal fees, and advisory fees); and (d) deposit approximately $147,000,000 to the Company's balance sheet for general corporate purposes and working capital;
WHEREAS, Granite Peak Capital Partners, LP, acting through its authorized board representative(s) on the Board, reviewed and approved the dividend recapitalization transaction described herein at a meeting held on January 6, 2025; and
WHEREAS, the Board has been informed that the key economic and structural terms of the New Term Loan B include the following: (i) an interest rate of Term SOFR plus 400 basis points per annum, with a SOFR floor of 0.75%; (ii) a maturity date of seven (7) years from the closing date (i.e., March 28, 2032); (iii) quarterly amortization payments equal to 1.00% per annum of the original principal amount of the New Term Loan B (i.e., $3,500,000 per quarter); (iv) an original issue discount of 50 basis points (i.e., a 99.50% issue price); (v) a springing financial covenant requiring maintenance of a maximum first lien net leverage ratio of 5.00 to 1.00; and (vi) customary negative covenants, affirmative covenants, representations and warranties, events of default, and other terms and conditions.
Resolutions.  NOW, THEREFORE, BE IT:
RESOLVED, that the Company is hereby authorized to enter into the New Term Loan B and to borrow up to $1,400,000,000 in aggregate principal amount thereunder, and to use the proceeds of such borrowing substantially as described in the recitals set forth above, including for the refinancing of the Existing Credit Agreement, the payment of the dividend distribution to Holdings, the payment of transaction fees and expenses, and the deposit of remaining proceeds to the Company's balance sheet for general corporate purposes;
RESOLVED FURTHER, that the Company is hereby authorized to execute, deliver, and perform its obligations under the Credit Agreement, the Guarantee Agreement, the Security Agreement, the Pledge Agreements (including the Borrower Pledge Agreement pledging the equity interests in the Company's direct domestic and first-tier foreign subsidiaries), the intellectual Property Security Agreement, the Intercreditor Agreement, and each other Loan Document, promissory note, certificate, instrument, agreement, or other document required or contemplated in connection with the New Term Loan B (collectively, the "Transaction Documents"), in each case substantially in the forms presented to the Board or, if not so presented, in such form as the officer or officers executing the same shall approve, such execution and delivery to be conclusive evidence of such approval;
RESOLVED FURTHER, that, with respect to the Intercreditor Agreement, the Company hereby acknowledges and approves the entry by Crescent Harbor Bank, N.A., as First Lien Collateral Agent, into an intercreditor agreement with Pinnacle Trust Company, as Trustee under the Existing Indenture, on terms reasonably acceptable to the officers of the Company, governing the relative rights and priorities of the holders of the obligations under the New Term Loan B and the holders of the Existing Notes;
RESOLVED FURTHER, that the Company is hereby authorized to grant, and does hereby authorize the granting of, first-priority security interests and liens in substantially all of its assets (including, without limitation, accounts receivable, inventory, equipment, intellectual property, deposit accounts, securities accounts, investment property, general intangibles, commercial tort claims, chattel paper, documents, instruments, letter-of-credit rights, equity interests in direct domestic subsidiaries (100% of the issued and outstanding equity interests), equity interests in first-tier foreign subsidiaries (65% of the voting equity interests and 100% of the non-voting equity interests), owned real property, material intercompany notes, and all proceeds and products of the foregoing) in favor of Crescent Harbor Bank, N.A. as Collateral Agent for the ratable benefit of the Secured Parties, and to execute and deliver UCC financing statements, mortgages, deeds of trust, intellectual property security agreements, control agreements, and such other documents and instruments as may be necessary or desirable to perfect such security interests and liens;
RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to cause the repayment in full of all obligations outstanding under the Existing Credit Agreement, including but not limited to the Existing Term Loan (with an estimated payoff amount of approximately $879,375,000, inclusive of accrued and unpaid interest, and subject to adjustment through the actual closing date), and to cause the termination of all commitments under the Existing Revolver, and to obtain and deliver (or cause to be obtained and delivered) all lien releases, UCC-3 termination statements, mortgage releases, intellectual property lien releases, and other instruments of release or discharge from Atlas Meridian Bank, N.A. and any other secured party under the Existing Credit Agreement, in form and substance reasonably satisfactory to the Administrative Agent under the New Term Loan B;
RESOLVED FURTHER, that the Board hereby approves the payment by the Company of a cash dividend in the approximate amount of $335,000,000 from the Company to Granite Peak NIH Holdings, LLC, the Company's sole stockholder, such dividend to be paid from the proceeds of the New Term Loan B on or about the closing date of the New Term Loan B, and the officers of the Company are hereby authorized and directed to take all actions necessary or appropriate to effectuate such dividend payment, including the execution and delivery of any dividend declarations, wire transfer instructions, or other documents required in connection therewith;
RESOLVED FURTHER, that each of James Thornton, Chief Executive Officer, Michelle Kaplan, Chief Financial Officer, David Engstrom, General Counsel and Corporate Secretary, and Priya Mehta, Vice President, Treasury and Corporate Finance (each, an "Authorized Officer"), is hereby authorized and empowered, acting individually (and not requiring the joint action of more than one such officer), to negotiate, execute, and deliver, on behalf of the Company, the Transaction Documents and all certificates, instruments, agreements, schedules, exhibits, notices, directions, instructions, and other documents contemplated by, required under, or related to the Transaction Documents, and to take all actions that any such Authorized Officer, in his or her sole discretion, may deem necessary, advisable, or appropriate to consummate and give effect to the transactions contemplated by the foregoing resolutions, including, without limitation, the authority to negotiate and agree to modifications, amendments, or supplements to the terms of the Transaction Documents prior to their execution and delivery;
RESOLVED FURTHER, that the engagement of Calderwood & Harkness LLP as legal counsel to the Company, Stonebridge Advisory Group, LLC as financial advisor to the Company, and such other advisors, consultants, and professionals as the Authorized Officers may deem necessary or appropriate in connection with the transactions contemplated by these resolutions, is hereby ratified, confirmed, and approved in all respects, and the Authorized Officers are hereby authorized to pay or cause to be paid the fees and expenses of such advisors from the proceeds of the New Term Loan B or otherwise;
RESOLVED FURTHER, that all actions heretofore taken by any officer, director, or authorized representative of the Company in anticipation of, or in connection with, the transactions and matters contemplated by the foregoing resolutions, including, without limitation, the negotiation of term sheets, commitment letters, fee letters, and engagement letters, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company; and
RESOLVED FURTHER, that each Authorized Officer of the Company is hereby authorized and empowered to execute and deliver such additional documents, instruments, and certificates, to pay or cause to be paid such fees and expenses, and to take or cause to be taken such further actions, in the name and on behalf of the Company, as any such Authorized Officer may determine to be necessary, appropriate, or desirable to carry out fully the intent and purposes of the foregoing resolutions, the execution and delivery of any such document, instrument, or certificate, or the taking of any such action, to be conclusive evidence of such determination.
I, David Engstrom, General Counsel and Corporate Secretary of Nexford Industrial Holdings Inc., hereby certify that the foregoing is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of Nexford Industrial Holdings Inc. at a meeting duly called and held on January 13, 2025, at which a quorum was present and acting throughout, and that such resolutions have not been amended, modified, revoked, or rescinded in any respect and remain in full force and effect as of the date hereof.
Certified by: ________
Name: David Engstrom
Title: General Counsel & Corporate Secretary
Date: March 28, 2025
EXHIBIT B
Certificate of Incorporation
of Nexford Industrial Holdings Inc.
As filed with the Secretary of State of the State of Delaware
[The full certified copy of the Certificate of Incorporation of Nexford Industrial Holdings Inc., as originally filed with the Secretary of State of the State of Delaware, together with all certificates of amendment, certificates of correction, certificates of designation, and any other instruments amending or supplementing such Certificate of Incorporation through the date hereof, is attached behind this cover page.]
Entity Type: Corporation organized under the General Corporation Law of the State of Delaware
Delaware File Number: 5765432
Registered Agent: Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801
Note: This Exhibit B consists of this cover page followed by the complete Certificate of Incorporation and all amendments thereto. The full text of such documents, as certified by the Secretary of State of the State of Delaware, is incorporated herein by attachment.
EXHIBIT C
Bylaws
of Nexford Industrial Holdings Inc.
As Currently in Effect
[The full copy of the Bylaws of Nexford Industrial Holdings Inc., as currently in effect on the date hereof, is attached behind this cover page.]
The Bylaws govern the internal affairs of Nexford Industrial Holdings Inc., including, without limitation, the composition, powers, and procedures of the Board of Directors, the election, appointment, removal, and authority of officers, quorum requirements for meetings of the Board of Directors and stockholders, procedures for corporate actions by written consent, indemnification and advancement of expenses for directors and officers, and such other matters as are customarily addressed in the bylaws of a Delaware corporation.
Note: This Exhibit C consists of this cover page followed by the complete Bylaws of Nexford Industrial Holdings Inc. as currently in effect. The full text of such Bylaws is incorporated herein by attachment.
Name | Title | Specimen Signature
James Thornton | Chief Executive Officer | ________
Michelle Kaplan | Chief Financial Officer | ________
David Engstrom | General Counsel & Corporate Secretary | ________
Priya Mehta | Vice President, Treasury & Corporate Finance | ________

SECRETARY'S CERTIFICATE OF NEXFORD INDUSTRIAL HOLDINGS INC.

NEXFORD INDUSTRIAL HOLDINGS INC.

EXHIBIT A

RESOLUTIONS OF THE BOARD OF DIRECTORS

OF NEXFORD INDUSTRIAL HOLDINGS INC.

EXHIBIT B

EXHIBIT C

Record

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