1005-00001 · Nexford Industrial Holdings · Closing

use-of-proceeds-compliance-certificate.docx DOCUMENT Finance & Banking

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BORROWER'S CERTIFICATE — USE OF PROCEEDS COMPLIANCE (SANCTIONS / OFAC / ANTI-CORRUPTION)

Reference: Credit Agreement dated as of March 28, 2025 (as 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 "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.

Facility: $1,400,000,000 Senior Secured Term Loan B Facility (the "Term Loan B Facility")

Delivered Pursuant To: Section 4.01 of the Credit Agreement (Conditions Precedent to Initial Borrowing)

Date: March 28, 2025

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. All section references herein are to sections of the Credit Agreement unless otherwise specified.

Section 1. Identity of Certifying Officer

The undersigned, David Engstrom, hereby certifies that he is the duly elected, qualified, and acting General Counsel and Corporate Secretary of Nexford Industrial Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Borrower"). The undersigned is a duly authorized officer of the Borrower and is authorized to execute and deliver this certificate on behalf of the Borrower. The undersigned is certifying in his capacity as General Counsel and Corporate Secretary of the Borrower and not in his individual or personal capacity, and nothing contained herein shall give rise to any personal liability of the undersigned. The undersigned is acting on behalf of and with full authority to bind the Borrower with respect to the certifications, representations, and statements set forth herein.

The principal office and address of the Borrower is:

Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173

The Borrower's jurisdiction of organization is the State of Delaware. The Borrower's Delaware File Number is 5765432, and its Federal Employer Identification Number (EIN) is 36-4178552.

Section 2. Certification of Permitted Use of Proceeds

The undersigned hereby certifies, on behalf of the Borrower, that the proceeds of the Term Loans under the Term Loan B Facility established pursuant to the Credit Agreement, in the aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000), are being applied on the date hereof solely for the following permitted purposes as set forth in Section 6.11 (Use of Proceeds) of the Credit Agreement:

(a) Refinancing of Existing First Lien Term Loan Indebtedness. The proceeds of the Term Loans are being used, in part, to refinance in full all outstanding first lien term loan indebtedness of the Borrower under that certain Credit Agreement dated as of June 14, 2019 (as amended by Amendment No. 1 dated as of November 8, 2020, Amendment No. 2 dated as of February 12, 2022, and Amendment No. 3 dated as of September 29, 2023), among the Borrower, the Guarantors party thereto, Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto (as so amended, the "Existing Credit Agreement"). The aggregate payoff amount in respect of the existing first lien term loans under the Existing Credit Agreement is Eight Hundred Seventy-Nine Million Three Hundred Seventy-Five Thousand Dollars ($879,375,000), consisting of (i) Eight Hundred Seventy-Five Million Dollars ($875,000,000) in outstanding principal and (ii) approximately Four Million Three Hundred Seventy-Five Thousand Dollars ($4,375,000) in accrued and unpaid interest calculated through and including the date hereof. A payoff letter from Atlas Meridian Bank, N.A. confirming such amounts has been delivered to the Administrative Agent in connection with the satisfaction of the conditions precedent under the Credit Agreement.

(b) Termination of Existing Revolving Credit Facility. In connection with the refinancing described in clause (a) above, the existing revolving credit facility in an aggregate commitment amount of One Hundred Ninety Million Dollars ($190,000,000) established under the Existing Credit Agreement is being terminated on the date hereof. As of the date hereof, no amounts are outstanding or drawn under such revolving credit facility (the outstanding balance thereunder being $0), and all commitments of the lenders thereunder are being terminated in full, concurrently with the repayment of the existing first lien term loans described in clause (a) above. All letters of credit, if any, issued under such revolving credit facility have been cancelled or backstopped. No proceeds of the Term Loans are required to be applied to the repayment of revolving credit facility borrowings.

(c) Dividend Distribution. A portion of the proceeds of the Term Loans is being used to fund a dividend distribution to Granite Peak NIH Holdings, LLC, a Delaware limited liability company, which is the direct parent of the Borrower and the Holdings Guarantor under the Credit Agreement, in the approximate amount of Three Hundred Thirty-Five Million Dollars ($335,000,000). Such dividend distribution is being made in accordance with and is permitted under Section 7.06 (Restricted Payments) of the Credit Agreement, and the conditions to the making of such Restricted Payment as set forth in the Credit Agreement have been satisfied as of the date hereof.

(d) Payment of Transaction Fees and Expenses. A portion of the proceeds of the Term Loans is being applied to the payment of transaction fees and expenses incurred in connection with the transactions contemplated by the Credit Agreement in the approximate aggregate amount of Thirty-Eight Million Six Hundred Twenty-Five Thousand Dollars ($38,625,000), consisting of the following:

(i) arrangement fees payable to Crescent Harbor Bank, N.A. in its capacity as Administrative Agent and Joint Lead Arranger, in the amount of Seven Million Dollars ($7,000,000), pursuant to the Fee Letter dated as of February 14, 2025, among the Borrower, Crescent Harbor Bank, N.A., Ironwood Capital Markets, LLC, and Northvane Securities, Inc.;

(ii) original issue discount in the amount of Seven Million Dollars ($7,000,000), reflecting a discount of 50 basis points on the aggregate principal amount of the Term Loans, which amount has been netted from the Term Loan proceeds funded to the Borrower on the date hereof; and

(iii) legal, advisory, rating agency, and other transaction costs and expenses in the approximate aggregate amount of Twenty-Four Million Six Hundred Twenty-Five Thousand Dollars ($24,625,000), which amount includes, without limitation, fees and expenses of counsel to the Borrower, fees and expenses of counsel to the Administrative Agent, fees and expenses of the financial advisor to the Borrower, fees payable to rating agencies in connection with the rating of the Term Loan B Facility, and other customary closing costs and expenses incurred in connection with the negotiation, documentation, and consummation of the transactions contemplated by the Credit Agreement and the other Loan Documents.

(e) Cash to Balance Sheet for General Corporate Purposes. The remaining portion of the proceeds of the Term Loans, in the approximate amount of One Hundred Forty-Seven Million Dollars ($147,000,000), is being retained by the Borrower on its balance sheet as cash on hand and will be used for working capital and general corporate purposes of the Borrower and its Restricted Subsidiaries, in each case as permitted by the Credit Agreement.

The aggregate use of proceeds described in clauses (a) through (e) above is reconciled as follows:

The undersigned hereby further certifies, on behalf of the Borrower, that no proceeds of the Term Loans will be used, directly or indirectly, for any purpose other than the permitted uses described above and in the Credit Agreement. The undersigned confirms that the application of proceeds set forth herein is consistent with and authorized by Section 6.11 (Use of Proceeds) and all other applicable provisions of the Credit Agreement and the other Loan Documents.

Section 3. Sanctions Compliance Certification

The undersigned hereby certifies, on behalf of the Borrower, that no part of the proceeds of the Term Loans will be used, directly or indirectly, by the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower (after due inquiry), by any of its or their respective directors, officers, employees, or agents, in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Sanctions.

As used in this certificate, "Sanctions" means economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by any of the following (collectively, "Sanctions Authorities"):

(i) the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury;

(ii) the U.S. Department of State, including the Bureau of International Security and Nonproliferation and the Directorate of Defense Trade Controls;

(iii) the United Nations Security Council;

(iv) the European Union, including sanctions adopted by the Council of the European Union pursuant to the Treaty on the Functioning of the European Union;

(v) His Majesty's Treasury of the United Kingdom; and

(vi) any other relevant governmental authority with jurisdiction over the Borrower, any Guarantor, or any of their respective Subsidiaries that imposes, administers, or enforces economic or financial sanctions or trade embargoes.

The undersigned hereby further certifies, on behalf of the Borrower, that no proceeds of the Term Loans will be used, directly or indirectly, to fund or facilitate any activities of, or business or transactions with, any Person that is a Sanctioned Person or in any Sanctioned Country, in each case to the extent that such funding or facilitation would be in violation of Sanctions. For purposes of this certificate, "Sanctioned Country" means, at any time, a country, region, or territory that is itself the subject or target of any comprehensive country-wide or territory-wide Sanctions (as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine).

The undersigned hereby further certifies, on behalf of the Borrower, that none of the Borrower, any Guarantor, any of their respective Subsidiaries, or any of their respective directors, officers, or employees, or, to the knowledge of the Borrower (after due inquiry), any of their respective agents, is a Sanctioned Person. As used in this certificate, "Sanctioned Person" means any Person that is:

(a) the subject or target of any Sanctions, including (x) any Person designated on the list of Specially Designated Nationals and blocked Persons (the "SDN List") maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by His Majesty's Treasury, or on any other Sanctions-related list of designated or blocked Persons maintained by any of the foregoing Sanctions Authorities, or (y) any Person owned fifty percent (50%) or more, directly or indirectly, individually or in the aggregate, by, or otherwise controlled by, one or more Persons described in the foregoing clause (x);

(b) located, organized, or resident in a Sanctioned Country; or

For the avoidance of doubt and to provide complete clarity to the Administrative Agent and the Lenders, the Guarantors as of the date hereof are the following entities (collectively, the "Guarantors"):

1. Granite Peak NIH Holdings, LLC (the "Holdings Guarantor")

2. Nexford Precision Components, Inc.

3. Nexford Engineered Systems, LLC

4. Nexford Coatings & Surface Technologies, Inc.

5. Nexford Manufacturing Services, LLC

6. Nexford Properties, LLC

7. Nexford International Holdings, Inc.

8. Clearfield Tool & Die, Inc.

9. Summit Industrial Fabrication Co.

10. Ridgepoint Specialty Coatings, LLC

11. Lakeshore Precision Engineering, Inc.

None of the foregoing Guarantors, nor any of their respective directors, officers, or employees, is a Sanctioned Person or is located, organized, or resident in a Sanctioned Country.

Section 4. Anti-Corruption Compliance Certification

The undersigned hereby certifies, on behalf of the Borrower, that no part of the proceeds of the Term Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain, or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1 et seq. (the "FCPA").

The undersigned hereby further certifies, on behalf of the Borrower, that the Borrower and its Subsidiaries have instituted and maintain policies and procedures that are reasonably designed to promote and achieve compliance with the FCPA and any other applicable anti-corruption laws, including, without limitation, the UK Bribery Act 2010 and any rules or regulations promulgated thereunder. Such policies and procedures include, among other things, (a) a written code of conduct and anti-corruption compliance policy that applies to all directors, officers, employees, and agents of the Borrower and its Subsidiaries, (b) periodic training programs for employees and agents regarding compliance with anti-corruption laws, (c) due diligence procedures for the engagement of third-party agents and intermediaries, and (d) internal controls and reporting mechanisms designed to detect and prevent violations of applicable anti-corruption laws.

The undersigned hereby further certifies, on behalf of the Borrower, that the Borrower and its Subsidiaries are in compliance in all material respects with all applicable anti-corruption laws, including, without limitation, the FCPA and any other applicable anti-bribery or anti-corruption legislation. Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower (after due inquiry), any of their respective directors, officers, employees, or agents, has taken any action that would constitute a violation of the FCPA or any other applicable anti-corruption law in any material respect.

Section 5. Anti-Money Laundering Compliance Certification

The undersigned hereby certifies, on behalf of the Borrower, that no proceeds of the Term Loans will be used, directly or indirectly, in violation of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56, commonly known as the "USA PATRIOT Act"), the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), and any regulations promulgated thereunder, including 31 C.F.R. Chapter X, or any other applicable anti-money laundering laws or regulations, whether of the United States or of any other jurisdiction applicable to the Borrower or any of its Subsidiaries.

The undersigned hereby further certifies, on behalf of the Borrower, that the Borrower and its Subsidiaries are in compliance in all material respects with all applicable anti-money laundering laws and regulations, including, without limitation, the USA PATRIOT Act and the Bank Secrecy Act and any regulations promulgated thereunder. The Borrower and its Subsidiaries have instituted and maintain policies and procedures that are reasonably designed to promote and achieve compliance with all applicable anti-money laundering laws and regulations. Such policies and procedures include, among other things, customer identification programs, suspicious activity monitoring and reporting procedures, recordkeeping and record retention practices, and such other policies and procedures as are required under applicable law and as are appropriate given the nature and scope of the Borrower's and its Subsidiaries' business operations.

Section 6. Representations Regarding Knowledge and Due Inquiry

The certifications, representations, and statements set forth in this certificate are made by the undersigned after due inquiry and investigation. In connection with the preparation and delivery of this certificate, the undersigned has, among other things:

(a) reviewed the relevant provisions of the Credit Agreement, including, without limitation, the representations and warranties set forth in Article V of the Credit Agreement (including Sections 5.18 (OFAC; Sanctions), 5.19 (Anti-Corruption Laws), and 5.20 (Anti-Money Laundering Laws)), the affirmative covenants set forth in Article VI of the Credit Agreement (including Sections 6.11 (Use of Proceeds) and 6.14 (Compliance with Sanctions, Anti-Corruption Laws, and Anti-Money Laundering Laws)), and the negative covenants set forth in Article VII of the Credit Agreement, in each case as they relate to Sanctions, OFAC, anti-corruption, anti-money laundering, and use of proceeds;

(b) consulted with the Borrower's Chief Financial Officer, Chief Compliance Officer, and other appropriate officers and employees of the Borrower and its Subsidiaries with responsibility for compliance with Sanctions, anti-corruption laws, and anti-money laundering laws;

(c) reviewed the Borrower's compliance policies and procedures relating to Sanctions, anti-corruption, and anti-money laundering;

(d) caused a screening of the Borrower, each Guarantor, each of their respective Subsidiaries, and their respective directors and officers against the SDN List maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by His Majesty's Treasury, the Consolidated United Nations Security Council Sanctions List, and the European Union Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions to be conducted as of a date not more than five (5) business days prior to the date hereof; and

(e) reviewed the sources and uses of funds in connection with the transactions contemplated by the Credit Agreement, including the flow of funds memorandum prepared in connection with the initial borrowing under the Term Loan B Facility.

Based on such due inquiry and investigation, the undersigned hereby confirms that the representations and warranties contained in the Credit Agreement relating to Sanctions, OFAC, anti-corruption, and anti-money laundering (including, without limitation, the representations and warranties set forth in Sections 5.18, 5.19, and 5.20 of the Credit Agreement) are true and correct in all material respects as of the date hereof, both before and after giving effect to the initial borrowing under the Term Loan B Facility and the application of the proceeds thereof as described herein.

Section 7. Reliance and Benefit

This certificate is delivered to Crescent Harbor Bank, N.A. in its capacity as Administrative Agent under the Credit Agreement for the benefit of the Administrative Agent, the Collateral Agent, and each of the Lenders from time to time party to the Credit Agreement. The Administrative Agent and the Lenders are entitled to rely on this certificate, and on the certifications, representations, and statements contained herein, in connection with the initial funding of the Term Loans under the Term Loan B Facility on the date hereof.

This certificate is delivered in satisfaction of the conditions precedent set forth in Section 4.01 of the Credit Agreement with respect to use of proceeds compliance, Sanctions compliance, anti-corruption compliance, and anti-money laundering compliance. The delivery of this certificate shall not limit or otherwise affect any of the other representations, warranties, covenants, or agreements of the Borrower or any Guarantor set forth in the Credit Agreement or any other Loan Document.

The undersigned acknowledges that the Administrative Agent and the Lenders would not enter into the Credit Agreement or fund the Term Loans on the date hereof without receiving this certificate, and that the Administrative Agent and the Lenders are relying on the truth and accuracy of the certifications, representations, and statements contained herein in making their decision to fund the Term Loans.

Section 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 the conflicts of law provisions thereof (other than Section 5-1401 of the New York General Obligations Law).

[Signature Page Follows]

[Signature Page to Borrower's Certificate — Use of Proceeds Compliance (Sanctions / OFAC / Anti-Corruption)]

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first written above.

NEXFORD INDUSTRIAL HOLDINGS INC.

By: ________

Name: David Engstrom

Title: General Counsel & Corporate Secretary

Date: March 28, 2025

Delivery Instructions:

This certificate, together with each original counterpart thereof, shall be delivered to the Administrative Agent at the following address:

Crescent Harbor Bank, N.A. 320 Federal Street Boston, Massachusetts 02110

Attention: Elaine Prescott, Managing Director, Leveraged Finance

Email: elaine.prescott@crescentharbor.com

Credit Agreement Reference: NIH Credit Agreement — Execution Version

C&H Matter Number: 1005-00001

Use of Proceeds	Amount
(a) Refinancing of Existing First Lien Term Loans (principal + accrued interest)	$879,375,000
(b) Termination of Existing Revolving Facility (no payoff amount required)	$0
(c) Dividend Distribution to Granite Peak NIH Holdings, LLC	$335,000,000
(d) Transaction Fees and Expenses	$38,625,000
(e) Cash to Balance Sheet for General Corporate Purposes	$147,000,000
Total	$1,400,000,000

BORROWER'S CERTIFICATE — USE OF PROCEEDS COMPLIANCE (SANCTIONS / OFAC / ANTI-CORRUPTION)
Reference: Credit Agreement dated as of March 28, 2025 (as 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 "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.
Facility: $1,400,000,000 Senior Secured Term Loan B Facility (the "Term Loan B Facility")
Delivered Pursuant To: Section 4.01 of the Credit Agreement (Conditions Precedent to Initial Borrowing)
Date: March 28, 2025
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. All section references herein are to sections of the Credit Agreement unless otherwise specified.
Section 1. Identity of Certifying Officer
The undersigned, David Engstrom, hereby certifies that he is the duly elected, qualified, and acting General Counsel and Corporate Secretary of Nexford Industrial Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Borrower"). The undersigned is a duly authorized officer of the Borrower and is authorized to execute and deliver this certificate on behalf of the Borrower. The undersigned is certifying in his capacity as General Counsel and Corporate Secretary of the Borrower and not in his individual or personal capacity, and nothing contained herein shall give rise to any personal liability of the undersigned. The undersigned is acting on behalf of and with full authority to bind the Borrower with respect to the certifications, representations, and statements set forth herein.
The principal office and address of the Borrower is:
Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173
The Borrower's jurisdiction of organization is the State of Delaware. The Borrower's Delaware File Number is 5765432, and its Federal Employer Identification Number (EIN) is 36-4178552.
Section 2. Certification of Permitted Use of Proceeds
The undersigned hereby certifies, on behalf of the Borrower, that the proceeds of the Term Loans under the Term Loan B Facility established pursuant to the Credit Agreement, in the aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000), are being applied on the date hereof solely for the following permitted purposes as set forth in Section 6.11 (Use of Proceeds) of the Credit Agreement:
(a) Refinancing of Existing First Lien Term Loan Indebtedness. The proceeds of the Term Loans are being used, in part, to refinance in full all outstanding first lien term loan indebtedness of the Borrower under that certain Credit Agreement dated as of June 14, 2019 (as amended by Amendment No. 1 dated as of November 8, 2020, Amendment No. 2 dated as of February 12, 2022, and Amendment No. 3 dated as of September 29, 2023), among the Borrower, the Guarantors party thereto, Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto (as so amended, the "Existing Credit Agreement"). The aggregate payoff amount in respect of the existing first lien term loans under the Existing Credit Agreement is Eight Hundred Seventy-Nine Million Three Hundred Seventy-Five Thousand Dollars ($879,375,000), consisting of (i) Eight Hundred Seventy-Five Million Dollars ($875,000,000) in outstanding principal and (ii) approximately Four Million Three Hundred Seventy-Five Thousand Dollars ($4,375,000) in accrued and unpaid interest calculated through and including the date hereof. A payoff letter from Atlas Meridian Bank, N.A. confirming such amounts has been delivered to the Administrative Agent in connection with the satisfaction of the conditions precedent under the Credit Agreement.
(b) Termination of Existing Revolving Credit Facility. In connection with the refinancing described in clause (a) above, the existing revolving credit facility in an aggregate commitment amount of One Hundred Ninety Million Dollars ($190,000,000) established under the Existing Credit Agreement is being terminated on the date hereof. As of the date hereof, no amounts are outstanding or drawn under such revolving credit facility (the outstanding balance thereunder being $0), and all commitments of the lenders thereunder are being terminated in full, concurrently with the repayment of the existing first lien term loans described in clause (a) above. All letters of credit, if any, issued under such revolving credit facility have been cancelled or backstopped. No proceeds of the Term Loans are required to be applied to the repayment of revolving credit facility borrowings.
(c) Dividend Distribution. A portion of the proceeds of the Term Loans is being used to fund a dividend distribution to Granite Peak NIH Holdings, LLC, a Delaware limited liability company, which is the direct parent of the Borrower and the Holdings Guarantor under the Credit Agreement, in the approximate amount of Three Hundred Thirty-Five Million Dollars ($335,000,000). Such dividend distribution is being made in accordance with and is permitted under Section 7.06 (Restricted Payments) of the Credit Agreement, and the conditions to the making of such Restricted Payment as set forth in the Credit Agreement have been satisfied as of the date hereof.
(d) Payment of Transaction Fees and Expenses. A portion of the proceeds of the Term Loans is being applied to the payment of transaction fees and expenses incurred in connection with the transactions contemplated by the Credit Agreement in the approximate aggregate amount of Thirty-Eight Million Six Hundred Twenty-Five Thousand Dollars ($38,625,000), consisting of the following:
(i) arrangement fees payable to Crescent Harbor Bank, N.A. in its capacity as Administrative Agent and Joint Lead Arranger, in the amount of Seven Million Dollars ($7,000,000), pursuant to the Fee Letter dated as of February 14, 2025, among the Borrower, Crescent Harbor Bank, N.A., Ironwood Capital Markets, LLC, and Northvane Securities, Inc.;
(ii) original issue discount in the amount of Seven Million Dollars ($7,000,000), reflecting a discount of 50 basis points on the aggregate principal amount of the Term Loans, which amount has been netted from the Term Loan proceeds funded to the Borrower on the date hereof; and
(iii) legal, advisory, rating agency, and other transaction costs and expenses in the approximate aggregate amount of Twenty-Four Million Six Hundred Twenty-Five Thousand Dollars ($24,625,000), which amount includes, without limitation, fees and expenses of counsel to the Borrower, fees and expenses of counsel to the Administrative Agent, fees and expenses of the financial advisor to the Borrower, fees payable to rating agencies in connection with the rating of the Term Loan B Facility, and other customary closing costs and expenses incurred in connection with the negotiation, documentation, and consummation of the transactions contemplated by the Credit Agreement and the other Loan Documents.
(e) Cash to Balance Sheet for General Corporate Purposes. The remaining portion of the proceeds of the Term Loans, in the approximate amount of One Hundred Forty-Seven Million Dollars ($147,000,000), is being retained by the Borrower on its balance sheet as cash on hand and will be used for working capital and general corporate purposes of the Borrower and its Restricted Subsidiaries, in each case as permitted by the Credit Agreement.
The aggregate use of proceeds described in clauses (a) through (e) above is reconciled as follows:
The undersigned hereby further certifies, on behalf of the Borrower, that no proceeds of the Term Loans will be used, directly or indirectly, for any purpose other than the permitted uses described above and in the Credit Agreement. The undersigned confirms that the application of proceeds set forth herein is consistent with and authorized by Section 6.11 (Use of Proceeds) and all other applicable provisions of the Credit Agreement and the other Loan Documents.
Section 3. Sanctions Compliance Certification
The undersigned hereby certifies, on behalf of the Borrower, that no part of the proceeds of the Term Loans will be used, directly or indirectly, by the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower (after due inquiry), by any of its or their respective directors, officers, employees, or agents, in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Sanctions.
As used in this certificate, "Sanctions" means economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by any of the following (collectively, "Sanctions Authorities"):
(i) the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury;
(ii) the U.S. Department of State, including the Bureau of International Security and Nonproliferation and the Directorate of Defense Trade Controls;
(iii) the United Nations Security Council;
(iv) the European Union, including sanctions adopted by the Council of the European Union pursuant to the Treaty on the Functioning of the European Union;
(v) His Majesty's Treasury of the United Kingdom; and
(vi) any other relevant governmental authority with jurisdiction over the Borrower, any Guarantor, or any of their respective Subsidiaries that imposes, administers, or enforces economic or financial sanctions or trade embargoes.
The undersigned hereby further certifies, on behalf of the Borrower, that no proceeds of the Term Loans will be used, directly or indirectly, to fund or facilitate any activities of, or business or transactions with, any Person that is a Sanctioned Person or in any Sanctioned Country, in each case to the extent that such funding or facilitation would be in violation of Sanctions. For purposes of this certificate, "Sanctioned Country" means, at any time, a country, region, or territory that is itself the subject or target of any comprehensive country-wide or territory-wide Sanctions (as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine).
The undersigned hereby further certifies, on behalf of the Borrower, that none of the Borrower, any Guarantor, any of their respective Subsidiaries, or any of their respective directors, officers, or employees, or, to the knowledge of the Borrower (after due inquiry), any of their respective agents, is a Sanctioned Person. As used in this certificate, "Sanctioned Person" means any Person that is:
(a) the subject or target of any Sanctions, including (x) any Person designated on the list of Specially Designated Nationals and blocked Persons (the "SDN List") maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by His Majesty's Treasury, or on any other Sanctions-related list of designated or blocked Persons maintained by any of the foregoing Sanctions Authorities, or (y) any Person owned fifty percent (50%) or more, directly or indirectly, individually or in the aggregate, by, or otherwise controlled by, one or more Persons described in the foregoing clause (x);
(b) located, organized, or resident in a Sanctioned Country; or
(c) any Person with whom dealings are otherwise restricted or prohibited under applicable Sanctions.
For the avoidance of doubt and to provide complete clarity to the Administrative Agent and the Lenders, the Guarantors as of the date hereof are the following entities (collectively, the "Guarantors"):
1.  Granite Peak NIH Holdings, LLC (the "Holdings Guarantor")
2.  Nexford Precision Components, Inc.
3.  Nexford Engineered Systems, LLC
4.  Nexford Coatings & Surface Technologies, Inc.
5.  Nexford Manufacturing Services, LLC
6.  Nexford Properties, LLC
7.  Nexford International Holdings, Inc.
8.  Clearfield Tool & Die, Inc.
9.  Summit Industrial Fabrication Co.
10.  Ridgepoint Specialty Coatings, LLC
11.  Lakeshore Precision Engineering, Inc.
None of the foregoing Guarantors, nor any of their respective directors, officers, or employees, is a Sanctioned Person or is located, organized, or resident in a Sanctioned Country.
Section 4. Anti-Corruption Compliance Certification
The undersigned hereby certifies, on behalf of the Borrower, that no part of the proceeds of the Term Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain, or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1 et seq. (the "FCPA").
The undersigned hereby further certifies, on behalf of the Borrower, that the Borrower and its Subsidiaries have instituted and maintain policies and procedures that are reasonably designed to promote and achieve compliance with the FCPA and any other applicable anti-corruption laws, including, without limitation, the UK Bribery Act 2010 and any rules or regulations promulgated thereunder. Such policies and procedures include, among other things, (a) a written code of conduct and anti-corruption compliance policy that applies to all directors, officers, employees, and agents of the Borrower and its Subsidiaries, (b) periodic training programs for employees and agents regarding compliance with anti-corruption laws, (c) due diligence procedures for the engagement of third-party agents and intermediaries, and (d) internal controls and reporting mechanisms designed to detect and prevent violations of applicable anti-corruption laws.
The undersigned hereby further certifies, on behalf of the Borrower, that the Borrower and its Subsidiaries are in compliance in all material respects with all applicable anti-corruption laws, including, without limitation, the FCPA and any other applicable anti-bribery or anti-corruption legislation. Neither the Borrower nor any of its Subsidiaries, nor, to the knowledge of the Borrower (after due inquiry), any of their respective directors, officers, employees, or agents, has taken any action that would constitute a violation of the FCPA or any other applicable anti-corruption law in any material respect.
Section 5. Anti-Money Laundering Compliance Certification
The undersigned hereby certifies, on behalf of the Borrower, that no proceeds of the Term Loans will be used, directly or indirectly, in violation of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56, commonly known as the "USA PATRIOT Act"), the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), and any regulations promulgated thereunder, including 31 C.F.R. Chapter X, or any other applicable anti-money laundering laws or regulations, whether of the United States or of any other jurisdiction applicable to the Borrower or any of its Subsidiaries.
The undersigned hereby further certifies, on behalf of the Borrower, that the Borrower and its Subsidiaries are in compliance in all material respects with all applicable anti-money laundering laws and regulations, including, without limitation, the USA PATRIOT Act and the Bank Secrecy Act and any regulations promulgated thereunder. The Borrower and its Subsidiaries have instituted and maintain policies and procedures that are reasonably designed to promote and achieve compliance with all applicable anti-money laundering laws and regulations. Such policies and procedures include, among other things, customer identification programs, suspicious activity monitoring and reporting procedures, recordkeeping and record retention practices, and such other policies and procedures as are required under applicable law and as are appropriate given the nature and scope of the Borrower's and its Subsidiaries' business operations.
Section 6. Representations Regarding Knowledge and Due Inquiry
The certifications, representations, and statements set forth in this certificate are made by the undersigned after due inquiry and investigation. In connection with the preparation and delivery of this certificate, the undersigned has, among other things:
(a) reviewed the relevant provisions of the Credit Agreement, including, without limitation, the representations and warranties set forth in Article V of the Credit Agreement (including Sections 5.18 (OFAC; Sanctions), 5.19 (Anti-Corruption Laws), and 5.20 (Anti-Money Laundering Laws)), the affirmative covenants set forth in Article VI of the Credit Agreement (including Sections 6.11 (Use of Proceeds) and 6.14 (Compliance with Sanctions, Anti-Corruption Laws, and Anti-Money Laundering Laws)), and the negative covenants set forth in Article VII of the Credit Agreement, in each case as they relate to Sanctions, OFAC, anti-corruption, anti-money laundering, and use of proceeds;
(b) consulted with the Borrower's Chief Financial Officer, Chief Compliance Officer, and other appropriate officers and employees of the Borrower and its Subsidiaries with responsibility for compliance with Sanctions, anti-corruption laws, and anti-money laundering laws;
(c) reviewed the Borrower's compliance policies and procedures relating to Sanctions, anti-corruption, and anti-money laundering;
(d) caused a screening of the Borrower, each Guarantor, each of their respective Subsidiaries, and their respective directors and officers against the SDN List maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by His Majesty's Treasury, the Consolidated United Nations Security Council Sanctions List, and the European Union Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions to be conducted as of a date not more than five (5) business days prior to the date hereof; and
(e) reviewed the sources and uses of funds in connection with the transactions contemplated by the Credit Agreement, including the flow of funds memorandum prepared in connection with the initial borrowing under the Term Loan B Facility.
Based on such due inquiry and investigation, the undersigned hereby confirms that the representations and warranties contained in the Credit Agreement relating to Sanctions, OFAC, anti-corruption, and anti-money laundering (including, without limitation, the representations and warranties set forth in Sections 5.18, 5.19, and 5.20 of the Credit Agreement) are true and correct in all material respects as of the date hereof, both before and after giving effect to the initial borrowing under the Term Loan B Facility and the application of the proceeds thereof as described herein.
Section 7. Reliance and Benefit
This certificate is delivered to Crescent Harbor Bank, N.A. in its capacity as Administrative Agent under the Credit Agreement for the benefit of the Administrative Agent, the Collateral Agent, and each of the Lenders from time to time party to the Credit Agreement. The Administrative Agent and the Lenders are entitled to rely on this certificate, and on the certifications, representations, and statements contained herein, in connection with the initial funding of the Term Loans under the Term Loan B Facility on the date hereof.
This certificate is delivered in satisfaction of the conditions precedent set forth in Section 4.01 of the Credit Agreement with respect to use of proceeds compliance, Sanctions compliance, anti-corruption compliance, and anti-money laundering compliance. The delivery of this certificate shall not limit or otherwise affect any of the other representations, warranties, covenants, or agreements of the Borrower or any Guarantor set forth in the Credit Agreement or any other Loan Document.
The undersigned acknowledges that the Administrative Agent and the Lenders would not enter into the Credit Agreement or fund the Term Loans on the date hereof without receiving this certificate, and that the Administrative Agent and the Lenders are relying on the truth and accuracy of the certifications, representations, and statements contained herein in making their decision to fund the Term Loans.
Section 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 the conflicts of law provisions thereof (other than Section 5-1401 of the New York General Obligations Law).
[Signature Page Follows]
[Signature Page to Borrower's Certificate — Use of Proceeds Compliance (Sanctions / OFAC / Anti-Corruption)]
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first written above.
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: David Engstrom
Title: General Counsel & Corporate Secretary
Date: March 28, 2025
Delivery Instructions:
This certificate, together with each original counterpart thereof, shall be delivered to the Administrative Agent at the following address:
Crescent Harbor Bank, N.A. 320 Federal Street Boston, Massachusetts 02110
Attention: Elaine Prescott, Managing Director, Leveraged Finance
Email: elaine.prescott@crescentharbor.com
Credit Agreement Reference: NIH Credit Agreement — Execution Version
C&H Matter Number: 1005-00001
Use of Proceeds | Amount
(a) Refinancing of Existing First Lien Term Loans (principal + accrued interest) | $879,375,000
(b) Termination of Existing Revolving Facility (no payoff amount required) | $0
(c) Dividend Distribution to Granite Peak NIH Holdings, LLC | $335,000,000
(d) Transaction Fees and Expenses | $38,625,000
(e) Cash to Balance Sheet for General Corporate Purposes | $147,000,000
Total | $1,400,000,000

BORROWER'S CERTIFICATE — USE OF PROCEEDS COMPLIANCE (SANCTIONS / OFAC / ANTI-CORRUPTION)

NEXFORD INDUSTRIAL HOLDINGS INC.

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