SECRETARY'S / AUTHORIZED PERSON'S CERTIFICATE OF GRANITE PEAK NIH HOLDINGS, LLC
Delivered pursuant to Section 4.01(a)(iv) of the Credit Agreement dated as of March 28, 2025
among
Nexford Industrial Holdings Inc., a Delaware corporation, as Borrower,
the Guarantors party thereto,
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
the Lenders party thereto
Date: March 28, 2025
Certifying Entity:
Granite Peak NIH Holdings, LLC a Delaware limited liability company Delaware Secretary of State File Number: 7234891 Employer Identification Number: 85-3291047 Registered Office: c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in that certain Credit Agreement, dated as of March 28, 2025 (as the same may be 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 from time to time, 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 the Lenders party thereto from time to time.
The undersigned, Ryan Ostrowski, being a duly authorized person of Granite Peak NIH Holdings, LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware ("Holdings"), hereby certifies, solely on behalf of Holdings and not in any individual capacity, in connection with the closing of the $1,400,000,000 senior secured Term Loan B facility (the "Term Loan B Facility") pursuant to the Credit Agreement, as follows:
Holdings is the direct parent entity of Nexford Industrial Holdings Inc. and is a "Holdings Guarantor" under and as defined in the Credit Agreement and the Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"), among the Borrower, Holdings, the Subsidiary Guarantors party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent. Holdings is the entity through which Granite Peak Capital Fund IV, LP, a Delaware limited partnership (holding approximately 92% of the equity interests in Holdings), and GP Fund IV Co-Invest, LP, a Delaware limited partnership (holding approximately 8% of the equity interests in Holdings), collectively hold, directly and indirectly, 100% of the issued and outstanding equity interests in the Borrower.
This Certificate is delivered in connection with the consummation of the transactions contemplated by the Credit Agreement, including, without limitation, (i) the making of the Term Loan B Facility in the aggregate principal amount of $1,400,000,000, (ii) the refinancing in full of certain existing credit facilities of the Borrower, (iii) the guarantee by Holdings and the Subsidiary Guarantors of all Obligations under the Loan Documents, (iv) the pledge by Holdings of 100% of its equity interests in the Borrower to the Collateral Agent for the benefit of the Secured Parties, and (v) the distribution by the Borrower of approximately $335,000,000 in dividend proceeds to Holdings, and the further distribution by Holdings of such proceeds to its equity holders.
SECTION 1: ORGANIZATIONAL DOCUMENTS
(a) Certificate of Formation
Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of Granite Peak NIH Holdings, LLC (the "Certificate of Formation"), as originally filed with the Secretary of State of the State of Delaware, together with all certificates of amendment thereto, if any, that have been filed with the Secretary of State of the State of Delaware and that are in effect as of the date hereof. The Certificate of Formation, as so amended (if applicable), is the only certificate of formation or similar organizational filing that has been made with respect to Holdings in the State of Delaware or in any other jurisdiction.
The Certificate of Formation has not been further amended, supplemented, restated, or otherwise modified since the date of the last amendment (if any) reflected in the copy attached as Exhibit A, and no action has been taken, no proceeding has been commenced, and no filing has been made to amend, supplement, restate, or otherwise modify the Certificate of Formation in any respect. No action has been taken by the members, managers, or any other person or entity to dissolve, wind up, liquidate, or terminate Holdings, and no such action is contemplated or pending.
(b) Limited Liability Company Agreement
Attached hereto as Exhibit B is a true, correct, and complete copy of the Limited Liability Company Agreement of Granite Peak NIH Holdings, LLC, dated as of its original effective date, as amended to date (the "LLC Agreement"), which LLC Agreement is in full force and effect as of the date hereof. The LLC Agreement governs the internal affairs, management, and operation of Holdings and sets forth, among other things, the rights, powers, and obligations of the members and managers of Holdings.
The LLC Agreement has not been further amended, supplemented, restated, or otherwise modified except as reflected in the copy attached as Exhibit B. No action has been taken, no proceeding has been commenced, and no consent has been given or solicited to amend, supplement, restate, or otherwise modify the LLC Agreement in any manner that would be inconsistent with or adverse to the transactions contemplated by the Credit Agreement and the other Loan Documents, and no such action is contemplated or pending. The LLC Agreement remains in full force and effect and constitutes the only operating agreement, limited liability company agreement, or similar governing agreement of Holdings.
SECTION 2: MANAGER / MEMBER RESOLUTIONS
Attached hereto as Exhibit C is a true, correct, and complete copy of the unanimous written consent and resolutions of the managing member(s) of Granite Peak NIH Holdings, LLC, dated January 13, 2025 (collectively, the "Resolutions"), which Resolutions were duly and validly adopted in accordance with the LLC Agreement and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.).
The Resolutions authorize and approve, among other things, the following actions on behalf of Holdings:
(i) The execution, delivery, and performance by Holdings of the Credit Agreement, the Guarantee Agreement, the Holdings Pledge Agreement dated as of March 28, 2025 (the "Holdings Pledge Agreement"), pursuant to which Holdings pledges 100% of its equity interests in Nexford Industrial Holdings Inc. to Crescent Harbor Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties, the Security Agreement dated as of March 28, 2025 (the "Security Agreement"), and each and every other Loan Document to which Holdings is or will become a party, and all certificates, instruments, agreements, and other documents to be executed and delivered by Holdings in connection therewith;
(ii) The guarantee by Holdings, as Holdings Guarantor, of all Obligations of the Borrower arising under or in connection with the Credit Agreement, the other Loan Documents, and all related agreements, instruments, and documents, including, without limitation, the guarantee of all principal, interest (including post-petition interest), fees, costs, expenses, indemnification obligations, and other amounts payable by the Borrower under the Loan Documents;
(iii) The grant by Holdings of a first priority security interest in, and pledge of, 100% of the issued and outstanding equity interests in Nexford Industrial Holdings Inc. owned by Holdings (whether now owned or hereafter acquired) to Crescent Harbor Bank, N.A., as Collateral Agent, for the ratable benefit of the Secured Parties, pursuant to the Holdings Pledge Agreement, together with the delivery of all certificated interests, membership interest certificates, stock powers, transfer instruments, and other documentation as may be required in connection therewith;
(iv) The consummation of all transactions contemplated by the Loan Documents, including, without limitation, (A) the incurrence by the Borrower of the $1,400,000,000 Term Loan B Facility, (B) the refinancing in full of the Borrower's existing credit facilities under that certain Credit Agreement dated as of June 14, 2019, among the Borrower, Atlas Meridian Bank, N.A., as administrative agent, and the lenders party thereto, as amended, restated, supplemented, or otherwise modified through the date hereof (the "Existing Credit Agreement"), and the repayment and termination of all obligations, commitments, and liens arising thereunder, and (C) the dividend recapitalization transaction, as more particularly described in the Credit Agreement;
(v) The distribution by the Borrower of approximately $335,000,000 in dividend proceeds (the "Dividend Distribution") to Holdings as the direct parent and sole equity holder of the Borrower, and the further distribution by Holdings of such Dividend Distribution proceeds to its equity holders, Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP, in accordance with their respective percentage interests under the LLC Agreement;
(vi) The authorization of each of Derek Calloway, Vanessa Liu, and Ryan Ostrowski (each, an "Authorized Person"), acting individually and without the requirement that any two or more act jointly, to execute and deliver, on behalf of Holdings, any and all Loan Documents, certificates, instruments, agreements, notices, financing statements, and other documents as such Authorized Person may determine, in his or her sole discretion, to be necessary, appropriate, or advisable in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, with such changes, modifications, additions, or deletions thereto as such Authorized Person may approve, the execution and delivery thereof by such Authorized Person to be conclusive evidence of such approval; and
(vii) The authorization of each Authorized Person to take all such further actions and to execute and deliver all such further instruments and documents as may be necessary, appropriate, or advisable, in such Authorized Person's sole discretion, to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated thereby.
The Resolutions have not been rescinded, revoked, amended, supplemented, or otherwise modified in any respect and remain in full force and effect as of the date hereof. No other resolutions, written consents, or similar actions have been adopted, approved, or taken by the members, managers, or any authorized persons of Holdings that would in any manner conflict with, limit, restrict, or otherwise modify the authority granted in or the transactions authorized by the Resolutions. The Resolutions constitute the only resolutions or written consents adopted by the managing member(s) of Holdings in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents.
SECTION 3: INCUMBENCY
The following persons are the duly appointed, qualified, and acting officers, managers, and/or authorized persons of Granite Peak NIH Holdings, LLC, each holding the office, title, or position set forth opposite his or her name below, and each has been duly authorized, pursuant to the Resolutions and the LLC Agreement, to execute and deliver, on behalf of Holdings, any and all Loan Documents and ancillary documents, certificates, instruments, agreements, notices, and other writings in connection with the Credit Agreement and the transactions contemplated thereby. The specimen signatures set forth below opposite the name of each such person are the true and genuine signatures of such persons:
Each of the above-named persons held his or her respective office, title, or position on January 13, 2025 (the date of adoption of the Resolutions) and continues to hold such office, title, or position as of the date hereof. No other person has been designated, appointed, or authorized to act on behalf of Holdings in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, except as set forth above. The specimen signatures set forth above are the true, genuine, and authentic signatures of such persons, and the Administrative Agent and each Lender may conclusively rely upon the foregoing incumbency certifications until such time as the Administrative Agent shall have received a subsequent certificate of an authorized person of Holdings amending or superseding this certificate.
SECTION 4: GOOD STANDING
Holdings is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Holdings possesses all limited liability company power and authority necessary to own its properties and assets and to carry on its business as presently conducted, and to execute, deliver, and perform its obligations under the Credit Agreement, the Guarantee Agreement, the Holdings Pledge Agreement, the Security Agreement, and each other Loan Document to which it is or will be a party.
A certificate of good standing (or status) with respect to Holdings, issued by the Secretary of State of the State of Delaware and dated within five (5) business days of the Closing Date (March 28, 2025), has been obtained and is being delivered separately to the Administrative Agent as a condition to closing pursuant to Section 4.01(a)(v) of the Credit Agreement. Such certificate of good standing confirms that Holdings is in good standing in its jurisdiction of organization as of the date of such certificate.
SECTION 5: NO AMENDMENTS; NO DISSOLUTION
Since the date of the Resolutions (January 13, 2025), no action has been taken by the members, managers, or authorized persons of Holdings, and no proceeding, suit, or action has been instituted, commenced, or is pending or, to the knowledge of the undersigned, threatened, to:
(a) amend, restate, supplement, or otherwise modify the Certificate of Formation or the LLC Agreement in any manner that would be inconsistent with the Resolutions, the Credit Agreement, or any of the other Loan Documents, or that would adversely affect the transactions contemplated thereby;
(b) dissolve, wind up, liquidate, or terminate Holdings, whether voluntarily or involuntarily, or to make any filing with the Secretary of State of the State of Delaware or any other governmental authority in connection with any such dissolution, winding up, liquidation, or termination;
(c) merge or consolidate Holdings with or into any other person or entity, or effect any conversion of Holdings into any other form of entity, or transfer all or substantially all of the assets of Holdings to any other person or entity;
(d) revoke, rescind, limit, restrict, or otherwise modify the authority granted to any Authorized Person under the Resolutions, or to appoint, designate, or authorize any other person to act on behalf of Holdings in a manner that would conflict with or supersede the authority granted under the Resolutions; or
(e) take any other action that would in any manner impair, limit, or otherwise adversely affect the ability of Holdings to perform its obligations under the Credit Agreement, the Guarantee Agreement, the Holdings Pledge Agreement, the Security Agreement, or any other Loan Document to which Holdings is or will be a party.
SECTION 6: ADDITIONAL CERTIFICATIONS
The undersigned hereby further certifies as follows:
(a) The undersigned is familiar with the transactions contemplated by the Credit Agreement and the other Loan Documents, including, without limitation, the Term Loan B Facility, the guarantee and pledge arrangements, the refinancing of the Existing Credit Agreement, and the Dividend Distribution, and has reviewed the Loan Documents (or summaries thereof) in connection with the preparation and delivery of this Certificate.
(b) This Certificate is delivered in satisfaction of the conditions precedent set forth in Section 4.01(a)(iv) (Conditions Precedent to Closing — Secretary's Certificates) of the Credit Agreement, and the Administrative Agent and each Lender are entitled to rely upon the certifications, representations, and statements made herein.
(c) The undersigned is duly authorized to execute and deliver this Certificate on behalf of Holdings in his capacity as an Authorized Person, pursuant to the Resolutions and the LLC Agreement, and not in any individual capacity. The undersigned shall have no personal liability with respect to any of the certifications, representations, or statements made herein, except to the extent of his own willful misconduct or fraud.
(d) The execution, delivery, and performance of this Certificate and the Loan Documents by Holdings have been duly authorized by all necessary limited liability company action on the part of Holdings, and no further consent, approval, authorization, or other action by or on behalf of Holdings, its members, its managers, or any other person is required in connection therewith.
(e) This Certificate may be executed in one or more counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Certificate by facsimile transmission or by electronic transmission in portable document format (".pdf") shall be effective as delivery of a manually executed original counterpart hereof.
[Remainder of page intentionally left blank; signature pages follow.]
IN WITNESS WHEREOF, the undersigned has executed this Secretary's / Authorized Person's Certificate as of March 28, 2025.
GRANITE PEAK NIH HOLDINGS, LLC
By: ________
Name: Ryan Ostrowski
Title: Authorized Person
ACKNOWLEDGMENT AND COUNTER-CERTIFICATION
The undersigned, Derek Calloway, being a duly authorized person and Manager of Granite Peak NIH Holdings, LLC, hereby confirms and certifies, solely on behalf of Holdings and not in any individual capacity, that:
(a) Ryan Ostrowski, the person who executed the foregoing Secretary's / Authorized Person's Certificate on behalf of Holdings, is a duly appointed and authorized person of Holdings, duly authorized to execute and deliver such Certificate and each of the Loan Documents to which Holdings is a party, and the signature appearing above is the true and genuine signature of Ryan Ostrowski;
(b) Ryan Ostrowski held the title and position of Authorized Person of Holdings on January 13, 2025 (the date of the Resolutions) and continues to hold such title and position as of the date hereof; and
(c) the certifications, representations, and statements set forth in the foregoing Certificate are true and correct in all respects as of the date hereof.
GRANITE PEAK NIH HOLDINGS, LLC
By: ________
Name: Derek Calloway
Title: Authorized Person / Manager
Date: March 28, 2025
EXHIBIT A
Certificate of Formation of Granite Peak NIH Holdings, LLC
(as filed with the Secretary of State of the State of Delaware, together with all certificates of amendment thereto)
[Attached]
EXHIBIT B
Limited Liability Company Agreement of Granite Peak NIH Holdings, LLC
(as amended to date)
[Attached]
EXHIBIT C
Written Consent of Managing Member(s) of Granite Peak NIH Holdings, LLC
dated January 13, 2025
The written consent and resolutions of the managing member(s) of Granite Peak NIH Holdings, LLC attached hereto as Exhibit C authorize and approve, among other things, the following actions and transactions:
(i) The execution, delivery, and performance by Holdings of the Credit Agreement providing for the $1,400,000,000 senior secured Term Loan B Facility, 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 the Lenders party thereto;
(ii) The execution, delivery, and performance by Holdings of the Guarantee Agreement;
(iii) The execution, delivery, and performance by Holdings of the Holdings Pledge Agreement, pursuant to which Holdings pledges 100% of its equity interests in Nexford Industrial Holdings Inc. to Crescent Harbor Bank, N.A., as Collateral Agent, for the benefit of the Secured Parties;
(iv) The execution, delivery, and performance by Holdings of the Security Agreement;
(v) The execution, delivery, and performance by Holdings of the Intercreditor Agreement (First Lien / Unsecured) among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, and Pinnacle Trust Company, as Unsecured Notes Trustee, and acknowledged and consented to by Holdings and the Borrower;
(vi) The execution, delivery, and performance by Holdings of all related certificates, instruments, financing statements, powers of attorney, and ancillary documents in connection with the foregoing;
(vii) The refinancing in full of the existing credit facilities of the Borrower under that certain Credit Agreement dated as of June 14, 2019, among the Borrower, Atlas Meridian Bank, N.A., as administrative agent, and the lenders party thereto, as amended, restated, supplemented, or otherwise modified through the date hereof, including the repayment of all outstanding obligations and the termination of all commitments and liens thereunder;
(viii) The dividend recapitalization of approximately $335,000,000, consisting of the distribution by the Borrower of such amount to Holdings and the further distribution by Holdings to Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP, in accordance with their respective percentage interests; and
(ix) The authorization of each of Derek Calloway, Vanessa Liu, and Ryan Ostrowski, acting individually, to execute and deliver all documents, certificates, instruments, and agreements on behalf of Holdings as may be necessary, appropriate, or advisable in connection with the foregoing.
[Written Consent Attached]
| Name | Title / Position | Specimen Signature |
| Derek Calloway | Authorized Person / Manager | ______ |
| Vanessa Liu | Authorized Person / Manager | ______ |
| Ryan Ostrowski | Authorized Person | ______ |