COMPILATION OF SECRETARY'S / AUTHORIZED PERSON'S CERTIFICATES OF SUBSIDIARY GUARANTORS
Delivered Pursuant to the Credit Agreement Dated as of March 28, 2025
among
NEXFORD INDUSTRIAL HOLDINGS INC., 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
THE LENDERS PARTY THERETO
$1,400,000,000 Senior Secured Term Loan B Facility
Prepared by:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Matter No. 1005-00001
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INTRODUCTORY COVER MEMORANDUM
March 28, 2025
To: Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent 320 Federal Street Boston, Massachusetts 02110
Re: Compilation of Secretary's / Authorized Person's Certificates of Subsidiary Guarantors — Nexford Industrial Holdings Inc. $1,400,000,000 Senior Secured Term Loan B Facility
Ladies and Gentlemen:
This compilation contains ten (10) certificates, one for each Subsidiary Guarantor under that certain Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Agent"), Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders from time to time party thereto (collectively, the "Lenders").
These certificates are delivered in connection with and in satisfaction of the conditions precedent to the initial borrowing under the Credit Agreement, as set forth in Section 4.01 thereof, and in connection with that certain Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"), among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (as defined therein), and the related Security Agreement, Pledge Agreement(s), intellectual Property Security Agreement, CFC Holdco Limited Pledge Agreement, and each other Loan Document to which each such Subsidiary Guarantor is a party.
The ten (10) Subsidiary Guarantors for which certificates are delivered herein are as follows:
1. Nexford Precision Components, Inc. ("NPC") — Certificate No. 1
2. Nexford Engineered Systems, LLC ("NES") — Certificate No. 2
3. Nexford Coatings & Surface Technologies, Inc. ("NCST") — Certificate No. 3
4. Nexford Manufacturing Services, LLC ("NMS") — Certificate No. 4
5. Nexford Properties, LLC ("NP LLC") — Certificate No. 5
6. Nexford International Holdings, Inc. ("NIH Intl") — Certificate No. 6
7. Clearfield Tool & Die, Inc. ("Clearfield") — Certificate No. 7
8. Summit Industrial Fabrication Co. ("Summit") — Certificate No. 8
9. Ridgepoint Specialty Coatings, LLC ("Ridgepoint") — Certificate No. 9
10. Lakeshore Precision Engineering, Inc. ("Lakeshore") — Certificate No. 10
All certificates contained herein are dated as of March 28, 2025. Each certificate may be relied upon by the Agent in its capacity as Administrative Agent and Collateral Agent and by each of the Lenders under the Credit Agreement.
For the avoidance of doubt, the Holdings Guarantor, Granite Peak NIH Holdings, LLC, has delivered a separate Secretary's Certificate, which is not included in this compilation and is delivered under separate cover.
The jurisdictional organization, entity type, and formation document nomenclature for each Subsidiary Guarantor are summarized in the following table for reference:
This compilation has been prepared by Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017, in its capacity as counsel to the Borrower, Matter No. 1005-00001.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Sophie Tremblay
Title: Partner
CERTIFICATE NO. 1
SECRETARY'S CERTIFICATE OF NEXFORD PRECISION COMPONENTS, INC.
March 28, 2025
Entity: Nexford Precision Components, Inc. Entity Type: Corporation Jurisdiction of Incorporation: State of Delaware Principal Address: 2750 Commerce Drive, Rockford, Illinois 61101 Role: Subsidiary Guarantor under the Credit Agreement
Delivered To:
Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent 320 Federal Street Boston, Massachusetts 02110
RECITALS. Reference is hereby made to (i) that certain Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Agent"), Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders from time to time party thereto, (ii) that certain Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"), among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (as defined therein), (iii) that certain Security Agreement (Personal Property) dated as of March 28, 2025 (the "Security Agreement"), among the Grantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent, (iv) the applicable Pledge Agreement(s) dated as of March 28, 2025 (collectively, the "Pledge Agreements"), (v) that certain intellectual Property Security Agreement dated as of March 28, 2025 (the "IP Security Agreement"), and (vi) each other Loan Document (as defined in the Credit Agreement) to which Nexford Precision Components, Inc. is or will become a party (collectively with the foregoing, the "Applicable Loan Documents").
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The undersigned, Margaret R. Haines, hereby certifies that she is the duly elected and acting Secretary of Nexford Precision Components, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and that, in such capacity, she is authorized to execute and deliver this certificate on behalf of the Company.
CERTIFICATIONS. The undersigned hereby certifies, on behalf of the Company and not in any individual capacity, as follows:
1. Organizational Documents.
(a) Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on June 14, 2007, including all amendments and certificates of amendment thereto, as currently in effect on the date hereof. No action has been taken to further amend, supplement, modify, or repeal the Certificate of Incorporation since the date of the most recent amendment attached thereto, and the Certificate of Incorporation as so attached remains in full force and effect as of the date hereof.
(b) Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Company, as adopted by the Board of Directors and including all amendments thereto, as currently in effect on the date hereof. No action has been taken to further amend, supplement, modify, or repeal the Bylaws since the date of the most recent amendment attached thereto, and the Bylaws as so attached remain in full force and effect as of the date hereof.
(c) The Certificate of Incorporation and Bylaws attached hereto as Exhibits A and B, respectively, constitute the only organizational documents of the Company, and no other charter, articles, bylaws, or similar organizational documents are in effect with respect to the Company.
2. Resolutions.
(a) Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company by unanimous written consent effective as of March 26, 2025, authorizing (i) the execution, delivery, and performance by the Company of the Guarantee Agreement, the Security Agreement, the Pledge Agreements, the IP Security Agreement, and each other Applicable Loan Document to which the Company is or will be a party, (ii) the consummation of the transactions contemplated thereby, and (iii) the taking of all actions and the execution of all documents, instruments, and agreements as may be necessary or desirable in connection therewith (collectively, the "Authorizing Resolutions").
(b) The Authorizing Resolutions were duly adopted in accordance with the Certificate of Incorporation, Bylaws, and applicable provisions of the General Corporation Law of the State of Delaware, have not been rescinded, amended, supplemented, modified, or revoked in any respect, and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors or by the stockholders of the Company that conflict with, limit, or are inconsistent with the Authorizing Resolutions or the authority granted thereby.
3. Incumbency.
The following persons are the duly elected or appointed officers of the Company who hold the respective offices set forth opposite their names below, and each such person is authorized to execute and deliver, on behalf of the Company, the Applicable Loan Documents and any certificate, agreement, instrument, or other document to be delivered in connection therewith. The signature appearing opposite the name of each such person is his or her genuine signature:
Each of the foregoing persons holds the office set forth opposite his or her name as of the date hereof, and the signature set forth opposite his or her name is his or her genuine and true signature.
4. Good Standing.
To the knowledge of the undersigned, the Company is a corporation validly existing and in good standing under the laws of the State of Delaware as of the date hereof. A Certificate of Good Standing (or equivalent certificate of status) obtained from the Secretary of State of the State of Delaware, dated within five (5) business days of the date hereof, has been obtained and is being delivered separately to the Agent (or is attached hereto for reference). The Company is duly qualified and authorized to do business and is in good standing (or its equivalent) in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.
5. No Default.
To the knowledge of the undersigned, after due inquiry, no Event of Default or Default (each as defined in the Credit Agreement) has occurred and is continuing with respect to the Company as of the date hereof. No proceedings for the dissolution, liquidation, winding up, or termination of the Company have been commenced or, to the knowledge of the undersigned, are contemplated.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.
NEXFORD PRECISION COMPONENTS, INC.
By: ________
Name: Margaret R. Haines
Title: Secretary
Date: March 28, 2025
Exhibit Index to Certificate No. 1:
• Exhibit A — Certificate of Incorporation of Nexford Precision Components, Inc. (and all amendments thereto)
• Exhibit B — Bylaws of Nexford Precision Components, Inc. (and all amendments thereto)
• Exhibit C — Board of Directors Resolutions (Unanimous Written Consent effective March 26, 2025) authorizing the Applicable Loan Documents
[Exhibits A, B, and C are attached hereto and incorporated herein by reference.]
CERTIFICATE NO. 2
AUTHORIZED PERSON'S CERTIFICATE OF NEXFORD ENGINEERED SYSTEMS, LLC
March 28, 2025
Entity: Nexford Engineered Systems, LLC Entity Type: Limited Liability Company Jurisdiction of Formation: State of Delaware Principal Address: 600 Manufacturers Row, Greenville, South Carolina 29607 Role: Subsidiary Guarantor under the Credit Agreement
Delivered To:
Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent 320 Federal Street Boston, Massachusetts 02110
RECITALS. Reference is hereby made to (i) that certain Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Agent"), Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders from time to time party thereto, (ii) that certain Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"), among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (as defined therein), (iii) that certain Security Agreement (Personal Property) dated as of March 28, 2025 (the "Security Agreement"), among the Grantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent, (iv) the applicable Pledge Agreement(s) dated as of March 28, 2025 (collectively, the "Pledge Agreements"), (v) that certain intellectual Property Security Agreement dated as of March 28, 2025 (the "IP Security Agreement"), and (vi) each other Loan Document (as defined in the Credit Agreement) to which Nexford Engineered Systems, LLC is or will become a party (collectively with the foregoing, the "Applicable Loan Documents").
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The undersigned, Robert C. Ahearn, hereby certifies that he is a duly authorized person (Manager) of Nexford Engineered Systems, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Company"), and that, in such capacity, he is authorized to execute and deliver this certificate on behalf of the Company.
CERTIFICATIONS. The undersigned hereby certifies, on behalf of the Company and not in any individual capacity, as follows:
1. Organizational Documents.
(a) Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of the Company, as filed with the Secretary of State of the State of Delaware on September 3, 2010, including all amendments and certificates of amendment thereto, as currently in effect on the date hereof. No action has been taken to further amend, supplement, modify, or repeal the Certificate of Formation since the date of the most recent amendment attached thereto, and the Certificate of Formation as so attached remains in full force and effect as of the date hereof.
(b) Attached hereto as Exhibit B is a true, correct, and complete copy of the Limited Liability Company Agreement (Operating Agreement) of the Company, dated as of September 3, 2010, as amended and restated as of January 15, 2018, including all amendments and supplements thereto, as currently in effect on the date hereof (the "LLC Agreement"). No action has been taken to further amend, supplement, modify, or repeal the LLC Agreement since the date of the most recent amendment attached thereto, and the LLC Agreement as so attached remains in full force and effect as of the date hereof.
(c) The Certificate of Formation and LLC Agreement attached hereto as Exhibits A and B, respectively, constitute the only organizational documents of the Company, and no other charter, certificate, articles, operating agreement, or similar organizational documents are in effect with respect to the Company.
2. Resolutions / Written Consent.
(a) Attached hereto as Exhibit C is a true, correct, and complete copy of the written consent of the sole member of the Company, dated as of March 26, 2025, authorizing (i) the execution, delivery, and performance by the Company of the Guarantee Agreement, the Security Agreement, the Pledge Agreements, the IP Security Agreement, and each other Applicable Loan Document to which the Company is or will be a party, (ii) the consummation of the transactions contemplated thereby, and (iii) the taking of all actions and the execution of all documents, instruments, and agreements as may be necessary or desirable in connection therewith (collectively, the "Authorizing Consent").
(b) The Authorizing Consent was duly adopted and executed in accordance with the LLC Agreement and the applicable provisions of the Delaware Limited Liability Company Act, has not been rescinded, amended, supplemented, modified, or revoked in any respect, and remains in full force and effect as of the date hereof. No other consent, resolution, or action has been taken by the sole member, manager, or any authorized person of the Company that conflicts with, limits, or is inconsistent with the Authorizing Consent or the authority granted thereby.
3. Incumbency.
The following persons are the duly authorized officers or authorized persons of the Company who hold the respective titles set forth opposite their names below, and each such person is authorized to execute and deliver, on behalf of the Company, the Applicable Loan Documents and any certificate, agreement, instrument, or other document to be delivered in connection therewith. The signature appearing opposite the name of each such person is his or her genuine signature:
Each of the foregoing persons holds the title set forth opposite his or her name as of the date hereof, and the signature set forth opposite his or her name is his or her genuine and true signature.
4. Good Standing.
To the knowledge of the undersigned, the Company is a limited liability company validly existing and in good standing under the laws of the State of Delaware as of the date hereof. A Certificate of Good Standing (or equivalent certificate of status) obtained from the Secretary of State of the State of Delaware, dated within five (5) business days of the date hereof, has been obtained and is being delivered separately to the Agent (or is attached hereto for reference). The Company is duly qualified and authorized to do business and is in good standing (or its equivalent) in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.
5. No Default.
To the knowledge of the undersigned, after due inquiry, no Event of Default or Default (each as defined in the Credit Agreement) has occurred and is continuing with respect to the Company as of the date hereof. No proceedings for the dissolution, liquidation, winding up, or termination of the Company have been commenced or, to the knowledge of the undersigned, are contemplated.
IN WITNESS WHEREOF, the undersigned has executed this Authorized Person's Certificate as of the date first written above.
NEXFORD ENGINEERED SYSTEMS, LLC
By: ________
Name: Robert C. Ahearn
Title: Manager
Date: March 28, 2025
Exhibit Index to Certificate No. 2:
• Exhibit A — Certificate of Formation of Nexford Engineered Systems, LLC (and all amendments thereto)
• Exhibit B — Limited Liability Company Agreement (Operating Agreement) of Nexford Engineered Systems, LLC (and all amendments thereto)
• Exhibit C — Written Consent of Sole Member (dated March 26, 2025) authorizing the Applicable Loan Documents
[Exhibits A, B, and C are attached hereto and incorporated herein by reference.]
CERTIFICATE NO. 3
SECRETARY'S CERTIFICATE OF NEXFORD COATINGS & SURFACE TECHNOLOGIES, INC.
March 28, 2025
Entity: Nexford Coatings & Surface Technologies, Inc. Entity Type: Corporation Jurisdiction of Incorporation: State of Delaware Principal Address: 9100 Westpark Industrial Boulevard, Houston, Texas 77063 Role: Subsidiary Guarantor under the Credit Agreement
Delivered To:
Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent 320 Federal Street Boston, Massachusetts 02110
RECITALS. Reference is hereby made to (i) that certain Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Agent"), Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders from time to time party thereto, (ii) that certain Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"), among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (as defined therein), (iii) that certain Security Agreement (Personal Property) dated as of March 28, 2025 (the "Security Agreement"), among the Grantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent, (iv) the applicable Pledge Agreement(s) dated as of March 28, 2025 (collectively, the "Pledge Agreements"), (v) that certain intellectual Property Security Agreement dated as of March 28, 2025 (the "IP Security Agreement"), and (vi) each other Loan Document (as defined in the Credit Agreement) to which Nexford Coatings & Surface Technologies, Inc. is or will become a party (collectively with the foregoing, the "Applicable Loan Documents").
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The undersigned, Margaret R. Haines, hereby certifies that she is the duly elected and acting Secretary of Nexford Coatings & Surface Technologies, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and that, in such capacity, she is authorized to execute and deliver this certificate on behalf of the Company.
CERTIFICATIONS. The undersigned hereby certifies, on behalf of the Company and not in any individual capacity, as follows:
1. Organizational Documents.
(a) Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on March 22, 2012, including all amendments and certificates of amendment thereto, as currently in effect on the date hereof. No action has been taken to further amend, supplement, modify, or repeal the Certificate of Incorporation since the date of the most recent amendment attached thereto, and the Certificate of Incorporation as so attached remains in full force and effect as of the date hereof.
(b) Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Company, as adopted by the Board of Directors and including all amendments thereto, as currently in effect on the date hereof. No action has been taken to further amend, supplement, modify, or repeal the Bylaws since the date of the most recent amendment attached thereto, and the Bylaws as so attached remain in full force and effect as of the date hereof.
(c) The Certificate of Incorporation and Bylaws attached hereto as Exhibits A and B, respectively, constitute the only organizational documents of the Company, and no other charter, articles, bylaws, or similar organizational documents are in effect with respect to the Company.
2. Resolutions.
(a) Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company by unanimous written consent effective as of March 26, 2025, authorizing (i) the execution, delivery, and performance by the Company of the Guarantee Agreement, the Security Agreement, the Pledge Agreements, the IP Security Agreement, and each other Applicable Loan Document to which the Company is or will be a party, (ii) the consummation of the transactions contemplated thereby, and (iii) the taking of all actions and the execution of all documents, instruments, and agreements as may be necessary or desirable in connection therewith (collectively, the "Authorizing Resolutions").
(b) The Authorizing Resolutions were duly adopted in accordance with the Certificate of Incorporation, Bylaws, and applicable provisions of the General Corporation Law of the State of Delaware, have not been rescinded, amended, supplemented, modified, or revoked in any respect, and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors or by the stockholders of the Company that conflict with, limit, or are inconsistent with the Authorizing Resolutions or the authority granted thereby.
3. Incumbency.
The following persons are the duly elected or appointed officers of the Company who hold the respective offices set forth opposite their names below, and each such person is authorized to execute and deliver, on behalf of the Company, the Applicable Loan Documents and any certificate, agreement, instrument, or other document to be delivered in connection therewith. The signature appearing opposite the name of each such person is his or her genuine signature:
Each of the foregoing persons holds the office set forth opposite his or her name as of the date hereof, and the signature set forth opposite his or her name is his or her genuine and true signature.
4. Good Standing.
To the knowledge of the undersigned, the Company is a corporation validly existing and in good standing under the laws of the State of Delaware as of the date hereof. A Certificate of Good Standing (or equivalent certificate of status) obtained from the Secretary of State of the State of Delaware, dated within five (5) business days of the date hereof, has been obtained and is being delivered separately to the Agent (or is attached hereto for reference). The Company is duly qualified and authorized to do business and is in good standing (or its equivalent) in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.
5. No Default.
To the knowledge of the undersigned, after due inquiry, no Event of Default or Default (each as defined in the Credit Agreement) has occurred and is continuing with respect to the Company as of the date hereof. No proceedings for the dissolution, liquidation, winding up, or termination of the Company have been commenced or, to the knowledge of the undersigned, are contemplated.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.
NEXFORD COATINGS & SURFACE TECHNOLOGIES, INC.
By: ________
Name: Margaret R. Haines
Title: Secretary
Date: March 28, 2025
Exhibit Index to Certificate No. 3:
• Exhibit A — Certificate of Incorporation of Nexford Coatings & Surface Technologies, Inc. (and all amendments thereto)
• Exhibit B — Bylaws of Nexford Coatings & Surface Technologies, Inc. (and all amendments thereto)
• Exhibit C — Board of Directors Resolutions (Unanimous Written Consent effective March 26, 2025) authorizing the Applicable Loan Documents
[Exhibits A, B, and C are attached hereto and incorporated herein by reference.]
CERTIFICATE NO. 4
AUTHORIZED PERSON'S CERTIFICATE OF NEXFORD MANUFACTURING SERVICES, LLC
March 28, 2025
Entity: Nexford Manufacturing Services, LLC Entity Type: Limited Liability Company Jurisdiction of Formation: State of Illinois Principal Address: 1400 Industrial Parkway, Schaumburg, Illinois 60173 Role: Subsidiary Guarantor under the Credit Agreement
Delivered To:
Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent 320 Federal Street Boston, Massachusetts 02110
RECITALS. Reference is hereby made to (i) that certain Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Agent"), Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders from time to time party thereto, (ii) that certain Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"), among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (as defined therein), (iii) that certain Security Agreement (Personal Property) dated as of March 28, 2025 (the "Security Agreement"), among the Grantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent, (iv) the applicable Pledge Agreement(s) dated as of March 28, 2025 (collectively, the "Pledge Agreements"), (v) that certain intellectual Property Security Agreement dated as of March 28, 2025 (the "IP Security Agreement"), and (vi) each other Loan Document (as defined in the Credit Agreement) to which Nexford Manufacturing Services, LLC is or will become a party (collectively with the foregoing, the "Applicable Loan Documents").
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The undersigned, Robert C. Ahearn, hereby certifies that he is a duly authorized person (Manager) of Nexford Manufacturing Services, LLC, a limited liability company organized and existing under the laws of the State of Illinois (the "Company"), and that, in such capacity, he is authorized to execute and deliver this certificate on behalf of the Company.
CERTIFICATIONS. The undersigned hereby certifies, on behalf of the Company and not in any individual capacity, as follows:
1. Organizational Documents.
(a) Attached hereto as Exhibit A is a true, correct, and complete copy of the Articles of Organization of the Company, as filed with the Secretary of State of the State of Illinois on August 17, 2009, including all amendments and restated articles thereto, as currently in effect on the date hereof. No action has been taken to further amend, supplement, modify, or repeal the Articles of Organization since the date of the most recent amendment attached thereto, and the Articles of Organization as so attached remain in full force and effect as of the date hereof.
(b) Attached hereto as Exhibit B is a true, correct, and complete copy of the Operating Agreement (Limited Liability Company Agreement) of the Company, dated as of August 17, 2009, as amended and restated as of February 1, 2016, including all amendments and supplements thereto, as currently in effect on the date hereof (the "LLC Agreement"). No action has been taken to further amend, supplement, modify, or repeal the LLC Agreement since the date of the most recent amendment attached thereto, and the LLC Agreement as so attached remains in full force and effect as of the date hereof.
(c) The Articles of Organization and LLC Agreement attached hereto as Exhibits A and B, respectively, constitute the only organizational documents of the Company, and no other charter, certificate, articles, operating agreement, or similar organizational documents are in effect with respect to the Company.
2. Resolutions / Written Consent.
(a) Attached hereto as Exhibit C is a true, correct, and complete copy of the written consent of the sole member of the Company, dated as of March 26, 2025, authorizing (i) the execution, delivery, and performance by the Company of the Guarantee Agreement, the Security Agreement, the Pledge Agreements, the IP Security Agreement, and each other Applicable Loan Document to which the Company is or will be a party, (ii) the consummation of the transactions contemplated thereby, and (iii) the taking of all actions and the execution of all documents, instruments, and agreements as may be necessary or desirable in connection therewith (collectively, the "Authorizing Consent").
(b) The Authorizing Consent was duly adopted and executed in accordance with the LLC Agreement and the applicable provisions of the Illinois Limited Liability Company Act (805 ILCS 180), has not been rescinded, amended, supplemented, modified, or revoked in any respect, and remains in full force and effect as of the date hereof. No other consent, resolution, or action has been taken by the sole member, manager, or any authorized person of the Company that conflicts with, limits, or is inconsistent with the Authorizing Consent or the authority granted thereby.
3. Incumbency.
The following persons are the duly authorized officers or authorized persons of the Company who hold the respective titles set forth opposite their names below, and each such person is authorized to execute and deliver, on behalf of the Company, the Applicable Loan Documents and any certificate, agreement, instrument, or other document to be delivered in connection therewith. The signature appearing opposite the name of each such person is his or her genuine signature:
Each of the foregoing persons holds the title set forth opposite his or her name as of the date hereof, and the signature set forth opposite his or her name is his or her genuine and true signature.
4. Good Standing.
To the knowledge of the undersigned, the Company is a limited liability company validly existing and in good standing under the laws of the State of Illinois as of the date hereof. A Certificate of Good Standing (or equivalent certificate of status) obtained from the Secretary of State of the State of Illinois, dated within five (5) business days of the date hereof, has been obtained and is being delivered separately to the Agent (or is attached hereto for reference). The Company is duly qualified and authorized to do business and is in good standing (or its equivalent) in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.
5. No Default.
To the knowledge of the undersigned, after due inquiry, no Event of Default or Default (each as defined in the Credit Agreement) has occurred and is continuing with respect to the Company as of the date hereof. No proceedings for the dissolution, liquidation, winding up, or termination of the Company have been commenced or, to the knowledge of the undersigned, are contemplated.
IN WITNESS WHEREOF, the undersigned has executed this Authorized Person's Certificate as of the date first written above.
NEXFORD MANUFACTURING SERVICES, LLC
By: ________
Name: Robert C. Ahearn
Title: Manager
Date: March 28, 2025
Exhibit Index to Certificate No. 4:
• Exhibit A — Articles of Organization of Nexford Manufacturing Services, LLC (and all amendments thereto), as filed with the Illinois Secretary of State
• Exhibit B — Operating Agreement (Limited Liability Company Agreement) of Nexford Manufacturing Services, LLC (and all amendments thereto)
• Exhibit C — Written Consent of Sole Member (dated March 26, 2025) authorizing the Applicable Loan Documents
[Exhibits A, B, and C are attached hereto and incorporated herein by reference.]
CERTIFICATE NO. 5
AUTHORIZED PERSON'S CERTIFICATE OF NEXFORD PROPERTIES, LLC
March 28, 2025
Entity: Nexford Properties, LLC Entity Type: Limited Liability Company Jurisdiction of Formation: State of Delaware Principal Address: c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801 Role: Subsidiary Guarantor under the Credit Agreement (real property holding entity)
Delivered To:
Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent 320 Federal Street Boston, Massachusetts 02110
RECITALS. Reference is hereby made to (i) that certain Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (in such capacities, the "Agent"), Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders from time to time party thereto, (ii) that certain Guarantee Agreement dated as of March 28, 2025 (the "Guarantee Agreement"), among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties (as defined therein), (iii) that certain Security Agreement (Personal Property) dated as of March 28, 2025 (the "Security Agreement"), among the Grantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent, (iv) the applicable Pledge Agreement(s) dated as of March 28, 2025 (collectively, the "Pledge Agreements"), (v) that certain intellectual Property Security Agreement dated as of March 28, 2025 (the "IP Security Agreement"), and (vi) each other Loan Document (as defined in the Credit Agreement) to which Nexford Properties, LLC is or will become a party (collectively with the foregoing, the "Applicable Loan Documents").
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The undersigned, Robert C. Ahearn, hereby certifies that he is a duly authorized person (Manager) of Nexford Properties, LLC, a limited liability company organized and existing under the laws of the State of Delaware (the "Company"), and that, in such capacity, he is authorized to execute and deliver this certificate on behalf of the Company.
CERTIFICATIONS. The undersigned hereby certifies, on behalf of the Company and not in any individual capacity, as follows:
1. Organizational Documents.
(a) Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of the Company, as filed with the Secretary of State of the State of Delaware on November 5, 2014, including all amendments and certificates of amendment thereto, as currently in effect on the date hereof. No action has been taken to further amend, supplement, modify, or repeal the Certificate of Formation since the date of the most recent amendment attached thereto, and the Certificate of Formation as so attached remains in full force and effect as of the date hereof.
(b) Attached hereto as Exhibit B is a true, correct, and complete copy of the Limited Liability Company Agreement (Operating Agreement) of the Company, dated as of November 5, 2014, as amended and restated as of June 30, 2019, including all amendments and supplements thereto, as currently in effect on the date hereof (the "LLC Agreement"). No action has been taken to further amend, supplement, modify, or repeal the LLC Agreement since the date of the most recent amendment attached thereto, and the LLC Agreement as so attached remains in full force and effect as of the date hereof.
(c) The Certificate of Formation and LLC Agreement attached hereto as Exhibits A and B, respectively, constitute the only organizational documents of the Company, and no other charter, certificate, articles, operating agreement, or similar organizational documents are in effect with respect to the Company.
2. Resolutions / Written Consent.
(a) Attached hereto as Exhibit C is a true, correct, and complete copy of the written consent of the sole member of the Company, dated as of March 26, 2025, authorizing (i) the execution, delivery, and performance by the Company of the Guarantee Agreement, the Security Agreement, the Pledge Agreements, the IP Security Agreement, and each other Applicable Loan Document to which the Company is or will be a party, (ii) the granting of mortgages, deeds of trust, or deeds to secure debt (as applicable) on the following real properties owned by the Company (to the extent held by this entity): (A) 1400 Industrial Parkway, Schaumburg, Illinois; (B) 2750 Commerce Drive, Rockford, Illinois; (C) 600 Manufacturers Row, Greenville, South Carolina; and (D) 9100 Westpark Industrial Boulevard, Houston, Texas (collectively, the "Mortgaged Properties"), in favor of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, (iii) the consummation of the transactions contemplated by the foregoing, and (iv) the taking of all actions and the execution of all documents, instruments, and agreements as may be necessary or desirable in connection therewith, including without limitation the execution and delivery of mortgage instruments, environmental indemnity agreements, estoppel certificates, and related closing documents with respect to the Mortgaged Properties (collectively, the "Authorizing Consent").
(b) The Authorizing Consent was duly adopted and executed in accordance with the LLC Agreement and the applicable provisions of the Delaware Limited Liability Company Act, has not been rescinded, amended, supplemented, modified, or revoked in any respect, and remains in full force and effect as of the date hereof. No other consent, resolution, or action has been taken by the sole member, manager, or any authorized person of the Company that conflicts with, limits, or is inconsistent with the Authorizing Consent or the authority granted thereby.
3. Incumbency.
The following persons are the duly authorized officers or authorized persons of the Company who hold the respective titles set forth opposite their names below, and each such person is authorized to execute and deliver, on behalf of the Company, the Applicable Loan Documents (including any mortgage instruments, environmental indemnity agreements, and related documents with respect to the Mortgaged Properties) and any certificate, agreement, instrument, or other document to be delivered in connection therewith. The signature appearing opposite the name of each such person is his or her genuine signature: