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CONFIDENTIAL

ATLAS MERIDIAN BANK, N.A. 500 Liberty Avenue Pittsburgh, Pennsylvania 15222

Sandra Vickers Managing Director, Portfolio Management Telephone: (412) 555-7100

Email: sandra.vickers@atlasmeridianbank.com

March 26, 2025

VIA EMAIL AND OVERNIGHT COURIER

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

Attention: Priya Mehta, Vice President, Treasury & Corporate Finance

cc:

Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017

Attention: Marcus Leung

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

Attention: Elaine Prescott, Managing Director, Leveraged Finance

Whitfield & Gage LLP 51 West 52nd Street New York, New York 10019

Attention: Jonathan Ferris

Re: Wire Transfer Instructions for Payoff of First Lien Term Loan and Termination of Revolving Credit Facility — Credit Agreement dated as of June 14, 2019, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto, as amended by the First Amendment dated March 20, 2020, the Second Amendment dated November 8, 2021, the Third Amendment dated April 15, 2023, and the Fourth Amendment dated September 12, 2024 (the "Existing Credit Agreement")

Ladies and Gentlemen:

1. Reference and Purpose

Reference is hereby made to the Payoff Letter (the "Payoff Letter") issued by Atlas Meridian Bank, N.A. ("Atlas Meridian"), in its capacity as Administrative Agent and Collateral Agent under the Existing Credit Agreement, in connection with the proposed refinancing by Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower") of its existing first lien credit facilities currently outstanding under the Existing Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Payoff Letter or, if not defined therein, in the Existing Credit Agreement.

These wire transfer instructions are provided for the purpose of remitting the payoff amount (the "Payoff Amount") required to repay in full all outstanding obligations under the Existing Credit Agreement on the anticipated closing date of March 28, 2025 (the "Anticipated Closing Date"). This letter sets forth (a) the estimated Payoff Amount, (b) the wire transfer instructions for remittance of such amount, and (c) the mechanics for confirmation and release of liens upon receipt of the Payoff Amount by Atlas Meridian.

As of the date hereof, the existing credit facilities outstanding under the Existing Credit Agreement consist of the following:

(i) an Eight Hundred Seventy-Five Million Dollar ($875,000,000) first lien term loan (the "First Lien Term Loan"), with a stated maturity date of June 14, 2026; and

(ii) a One Hundred Ninety Million Dollar ($190,000,000) revolving credit facility (the "Revolving Credit Facility"), with a stated maturity date of June 14, 2025.

As of the date of this letter, the Revolving Credit Facility has zero dollars ($0) drawn and outstanding, and no letters of credit are issued and outstanding thereunder. Upon repayment in full of the First Lien Term Loan and satisfaction of all other obligations under the Existing Credit Agreement as contemplated herein and in the Payoff Letter, the commitment under the Revolving Credit Facility shall be permanently terminated in its entirety.

For the avoidance of doubt, pursuant to the Fourth Amendment to Credit Agreement dated as of September 12, 2024 (the "Fourth Amendment"), the prepayment premium otherwise applicable to voluntary prepayments of the First Lien Term Loan under Section 2.05(a) of the Existing Credit Agreement was irrevocably waived by the requisite Lenders, and accordingly, no prepayment premium, make-whole amount, or similar charge shall be payable in connection with the repayment contemplated herein.

2. Payoff Amount

2.1 Estimated Payoff Amount

Based upon the records of Atlas Meridian as Administrative Agent and subject to final confirmation on the Anticipated Closing Date, the total estimated Payoff Amount required to repay in full all outstanding obligations under the Existing Credit Agreement, calculated as of the Anticipated Closing Date of March 28, 2025, is as follows:

Notes Regarding Accrued Fees: Any accrued and unpaid administrative agent fees, commitment fees, or other fees owing to Atlas Meridian or any Lender under the Existing Credit Agreement as of the Anticipated Closing Date are expected to be de minimis. To the extent such amounts are determinable as of the date hereof, they have been included within the accrued interest figure set forth above. To the extent any residual fee amounts remain outstanding following the closing, Atlas Meridian reserves the right to separately invoice Nexford for such amounts, which shall remain payable obligations of Nexford notwithstanding the repayment of the First Lien Term Loan. Atlas Meridian will use commercially reasonable efforts to provide a final accounting of all fee amounts on or prior to the Anticipated Closing Date.

2.2 Estimated Nature of Payoff Amount; Per Diem Adjustment

The Payoff Amount set forth in Section 2.1 above is an estimate as of the Anticipated Closing Date. The accrued interest component has been calculated based on the interest rate applicable to the First Lien Term Loan as of the most recent interest period and assumes receipt of the Payoff Amount in immediately available funds on March 28, 2025. In the event that the actual closing date differs from the Anticipated Closing Date, the Payoff Amount shall be adjusted on a dollar-for-dollar basis using the per diem interest accrual set forth below.

2.3 Per Diem Interest Accrual

The per diem interest accrual on the First Lien Term Loan, based on the outstanding principal balance of $875,000,000.00 and the applicable interest rate under the Existing Credit Agreement, is as follows:

Per Diem Interest Accrual: To be specified by Atlas Meridian on or before the business day immediately preceding the Anticipated Closing Date, based on the then-applicable Term SOFR rate plus the applicable margin under the Existing Credit Agreement, calculated on an actual/360-day basis, as provided in Section 2.07 of the Existing Credit Agreement.

Atlas Meridian will provide the final per diem interest figure to Nexford, Calderwood & Harkness LLP, Crescent Harbor Bank, N.A., and Whitfield & Gage LLP by no later than 5:00 p.m. Eastern Time on March 27, 2025 (or, if the closing is delayed, on the business day immediately preceding the rescheduled closing date). In the event the closing occurs on a date other than March 28, 2025, the Payoff Amount shall be increased by the per diem interest amount for each day after March 28, 2025 through and including the actual date of receipt of funds, or decreased by the per diem interest amount for each day prior to March 28, 2025 on which funds are received, as applicable.

2.4 Satisfaction and Discharge

Atlas Meridian hereby confirms that, upon receipt of the full Payoff Amount (as finally determined) in immediately available funds in accordance with the wire transfer instructions set forth in Section 3 below, all Obligations (as defined in the Existing Credit Agreement) of Nexford and the Guarantors arising under or in connection with the Existing Credit Agreement, the Security Agreement, the Pledge Agreement, and each other Loan Document (as defined therein) shall be deemed irrevocably satisfied, paid, and discharged in full, and all commitments of the Lenders under the Existing Credit Agreement shall be permanently terminated. The foregoing is subject in all respects to the terms of the Payoff Letter, including any surviving indemnification, expense reimbursement, or other provisions expressly identified therein as surviving the repayment of the Obligations.

3. Wire Transfer Instructions

3.1 Primary Wire Instructions — Term Loan Payoff

All funds constituting the Payoff Amount shall be remitted by wire transfer of immediately available funds in U.S. dollars to the following account:

IMPORTANT: The ABA/Routing Number and Account Number set forth above are placeholders and will be confirmed by Atlas Meridian Loan Operations by separate communication to the designated wire-sending parties on or before March 27, 2025. The remitting party should not initiate any wire transfer until it has received final confirmation of the ABA/Routing Number and Account Number from Atlas Meridian Loan Operations. Atlas Meridian assumes no liability for any wire sent to an incorrect account due to the remitting party's failure to obtain final confirmed wire instructions.

3.2 Wire Amount and Timing

(a) Total Wire Amount: The total wire amount to be remitted shall be Eight Hundred Seventy-Nine Million Three Hundred Seventy-Five Thousand Dollars ($879,375,000.00), subject to per diem adjustment as described in Section 2.3 above if the actual closing date differs from March 28, 2025.

(b) Form of Payment: The wire transfer must be in immediately available U.S. dollar funds. No personal checks, cashier's checks, or other instruments will be accepted. Funds must be transmitted via the Fedwire Funds Service (or any successor service) to ensure same-day settlement and availability.

(c) Deadline for Receipt: The wire transfer must be received and credited to the account specified in Section 3.1 above no later than 2:00 p.m. Eastern Time on the closing date (March 28, 2025, or such other date as may be mutually agreed). Receipt of funds after 2:00 p.m. Eastern Time may not be credited until the following business day, and Atlas Meridian shall have no obligation to deliver confirmation of satisfaction or authorize the release of liens until the funds have been credited in full. In such event, additional per diem interest shall accrue and shall be payable by Nexford.

(d) Single Wire: To the extent practicable, the Payoff Amount should be remitted in a single wire transfer. If for any reason the Payoff Amount must be remitted in multiple wires, the remitting party shall notify Atlas Meridian Loan Operations in advance and shall include appropriate references on each wire to facilitate matching and application of funds.

4. Confirmation and Release Mechanics

Upon confirmed receipt of the Payoff Amount in full in immediately available funds in accordance with the wire transfer instructions set forth herein, Atlas Meridian Bank, N.A., in its capacities as Administrative Agent and Collateral Agent under the Existing Credit Agreement, shall promptly take the following actions:

(a) Written Confirmation of Satisfaction. Atlas Meridian shall deliver a written confirmation of receipt of the Payoff Amount and satisfaction and discharge in full of all Obligations under the Existing Credit Agreement (the "Payoff Confirmation") to each of the following parties: (i) Nexford Industrial Holdings Inc., (ii) Calderwood & Harkness LLP, (iii) Crescent Harbor Bank, N.A., and (iv) Whitfield & Gage LLP. Such Payoff Confirmation shall be delivered by email (with a hard copy to follow by overnight courier) and shall confirm the date and time of receipt of the Payoff Amount and the full discharge of all Obligations.

(b) Lien Release Authorization Letter. Atlas Meridian shall execute and deliver the Lien Release Authorization Letter (in the form attached to the Payoff Letter or otherwise reasonably acceptable to the parties) authorizing the termination and release of all liens, security interests, pledges, charges, encumbrances, and other interests in or on property of Nexford and the Guarantors that were granted in favor of Atlas Meridian Bank, N.A. (in any capacity) pursuant to or in connection with the Existing Credit Agreement and the other Loan Documents, including without limitation under the Security Agreement dated as of June 14, 2019, the Pledge Agreement dated as of June 14, 2019, the Mortgage and Security Agreements, and all other collateral documents executed in connection therewith.

(c) UCC-3 Termination Statements. Atlas Meridian shall authorize and, at the Borrower's request and expense, cause to be filed UCC-3 Termination Statements in all applicable jurisdictions to terminate each UCC-1 Financing Statement filed in favor of Atlas Meridian Bank, N.A. as secured party in connection with the Existing Credit Agreement. Based on the records of Atlas Meridian, UCC-1 Financing Statements are currently on file in the following jurisdictions:

(i) Delaware — Secretary of State, Division of Corporations;

(ii) Illinois — Secretary of State, Uniform Commercial Code Division;

(iii) Pennsylvania — Department of State, Bureau of Corporations and Charitable Organizations;

(iv) South Carolina — Secretary of State;

(v) Texas — Secretary of State, Statutory Filings Division; and

(vi) Michigan — Department of State, UCC Section.

Atlas Meridian shall provide executed UCC-3 Termination Statements to Nexford or its counsel promptly following receipt of the Payoff Amount, and Nexford shall be responsible for the filing fees and costs associated with the filing of such termination statements.

(d) Release of Mortgages, Deeds of Trust, and Fixture Filings. Atlas Meridian shall execute and deliver, or cause to be executed and delivered, all releases, satisfactions, reconveyances, and other instruments necessary or appropriate to release and terminate all mortgages, deeds of trust, assignments of leases and rents, and fixture filings held in favor of Atlas Meridian or otherwise granted in connection with the Existing Credit Agreement and the Loan Documents. Nexford and its counsel shall be responsible for preparing such instruments for Atlas Meridian's review, execution, and delivery, and for recording such instruments in the applicable real property recording offices.

(e) Termination of Revolving Credit Facility. Upon receipt of the Payoff Amount in full, the commitment under the $190,000,000 Revolving Credit Facility shall be permanently terminated, and no further loans, letters of credit, or other extensions of credit shall be available or made thereunder. Atlas Meridian shall deliver written notice of such termination to the Lenders and the Borrower.

(f) Return and Release of Pledged Collateral. Atlas Meridian, as Collateral Agent, shall release and return, or cause to be released and returned, all pledged collateral held by Atlas Meridian in connection with the Existing Credit Agreement, including without limitation: (i) all original stock certificates, membership interest certificates, and related stock powers or transfer instruments; (ii) all original intercompany promissory notes endorsed in blank; and (iii) all deposit account control agreements and securities account control agreements entered into in favor of Atlas Meridian. Atlas Meridian shall use commercially reasonable efforts to return such collateral to Nexford (or its designee) within ten (10) business days following receipt of the Payoff Amount in full. Any deposit account control agreements or securities account control agreements shall be terminated by Atlas Meridian delivering notices of termination to the applicable depositary banks or securities intermediaries, as the case may be, in accordance with the terms of such agreements.

5. Contact Information for Wire Confirmation

Upon sending the wire transfer of the Payoff Amount, the remitting party (whether Crescent Harbor Bank, N.A. or Nexford Industrial Holdings Inc., as applicable pursuant to the funds flow memorandum prepared in connection with the refinancing) shall promptly confirm the wire by contacting the following individuals at Atlas Meridian:

Primary Contact:

Sandra Vickers Managing Director, Portfolio Management Atlas Meridian Bank, N.A. 500 Liberty Avenue, Pittsburgh, Pennsylvania 15222 Telephone: (412) 555-7100

Email: sandra.vickers@atlasmeridianbank.com

Backup Contact — Loan Operations:

David Calloway Vice President, Loan Operations — Agency Services Atlas Meridian Bank, N.A. 500 Liberty Avenue, Pittsburgh, Pennsylvania 15222 Telephone: (412) 555-7245

Email: david.calloway@atlasmeridianbank.com

The remitting party should confirm the wire transfer by telephone and email to at least one of the contacts listed above immediately upon initiation of the wire, and should provide the following information in connection with such confirmation: (a) the Fedwire reference number or confirmation number assigned to the wire by the sending bank, (b) the exact dollar amount of the wire, (c) the time of initiation of the wire, and (d) the identity of the sending bank. Atlas Meridian will acknowledge receipt of the wire confirmation communication and will separately confirm actual receipt and crediting of funds to the designated account.

6. Good Through Date and Per Diem

These wire transfer instructions and the estimated Payoff Amount set forth herein are good through and including March 28, 2025 (the "Good Through Date"). If the Payoff Amount is not received in full in immediately available funds on or before 2:00 p.m. Eastern Time on March 28, 2025, then:

(a) the Payoff Amount must be recalculated to include additional per diem interest accruing from and after March 28, 2025 through and including the actual date of receipt of the Payoff Amount in full;

(b) the remitting party or Nexford shall contact Atlas Meridian to obtain an updated Payoff Amount reflecting such additional per diem interest accrual; and

(c) updated wire transfer instructions and/or payoff confirmation should be obtained from Atlas Meridian prior to remitting any funds after the Good Through Date, as the wire instructions set forth herein (including the account number and routing number) may be subject to change.

Per Diem Interest Amount: The per diem interest amount applicable to the First Lien Term Loan, based on the outstanding principal balance and the applicable interest rate under the Existing Credit Agreement, will be specified by Atlas Meridian and communicated to the parties on or before March 27, 2025. For purposes of advance planning, the parties should anticipate a per diem interest accrual in the approximate range of $140,000 to $160,000 per day, based on the current applicable margin and the prevailing Term SOFR rate as of the date hereof; provided, however, that the actual per diem figure shall be determined by Atlas Meridian in accordance with the interest calculation provisions of the Existing Credit Agreement and shall be conclusive absent manifest error.

Atlas Meridian expressly reserves all rights and remedies under the Existing Credit Agreement and the other Loan Documents in the event the Payoff Amount is not received in accordance with the terms set forth herein and in the Payoff Letter.

7. Governing Provisions

These wire transfer instructions are provided in connection with and subject to the terms and conditions of the Payoff Letter delivered by Atlas Meridian Bank, N.A. in respect of the Existing Credit Agreement. In the event of any conflict or inconsistency between the terms of this letter and the terms of the Payoff Letter, the terms of the Payoff Letter shall control.

This document does not constitute a payoff letter. This letter supplements the Payoff Letter and should be read in conjunction therewith. Nothing in this letter shall be deemed to amend, modify, or supersede any provision of the Payoff Letter, the Existing Credit Agreement, or any other Loan Document, except to the extent expressly set forth in the Payoff Letter.

This letter and the wire transfer instructions contained herein shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of another jurisdiction, consistent with the governing law provisions of the Existing Credit Agreement.

8. Authorization

Please do not hesitate to contact the undersigned or David Calloway at the contact information set forth in Section 5 above with any questions regarding these wire transfer instructions or the payoff mechanics described herein.

Very truly yours,

ATLAS MERIDIAN BANK, N.A., as Administrative Agent and Collateral Agent under the Existing Credit Agreement

By: ________

Name: Sandra Vickers

Title: Managing Director, Portfolio Management

Date: March 26, 2025

ACKNOWLEDGMENT

Each of the undersigned hereby acknowledges receipt of the foregoing wire transfer instructions and confirms its understanding of the wire transfer and payoff mechanics described therein. This acknowledgment does not constitute a commitment to fund or an obligation to consummate the refinancing transaction.

NEXFORD INDUSTRIAL HOLDINGS INC.

ACKNOWLEDGED AND AGREED:

NEXFORD INDUSTRIAL HOLDINGS INC.

By: ________

Name: Priya Mehta

Title: Vice President, Treasury & Corporate Finance

Date: ________

By: ________

Name: Michelle Kaplan

Title: Senior Vice President, Corporate Finance

Date: ________

CRESCENT HARBOR BANK, N.A.

ACKNOWLEDGED:

CRESCENT HARBOR BANK, N.A.

By: ________

Name: Elaine Prescott

Title: Managing Director, Leveraged Finance

Date: ________

By: ________

Name: ________

Title: ________

Date: ________

This document contains confidential information relating to the financing arrangements of Nexford Industrial Holdings Inc. and is intended solely for the use of the addressees and the parties copied herein. Any unauthorized distribution, reproduction, or use of this document is strictly prohibited.

Component	Amount
Principal outstanding on First Lien Term Loan	$875,000,000.00
Accrued and unpaid interest (estimated through March 28, 2025)	$4,375,000.00 (estimated)
Prepayment premium	$0.00 (waived per Fourth Amendment)
Outstanding balance under Revolving Credit Facility	$0.00
Accrued and unpaid fees (agent fees, commitment fees, if any)	De minimis (see note below)
Total Estimated Payoff Amount	$879,375,000.00
Field	Details
Beneficiary Bank:	Atlas Meridian Bank, N.A.
Beneficiary Bank Address:	500 Liberty Avenue, Pittsburgh, Pennsylvania 15222
ABA/Routing Number:	043-000-XXX (to be confirmed by Atlas Meridian Loan Operations prior to closing)
Account Name:	Atlas Meridian Bank, N.A. — Loan Operations / Agency Services
Account Number:	XXXXXXXXXX (to be confirmed by Atlas Meridian Loan Operations prior to closing)
Reference:	Nexford Industrial Holdings Inc. — Payoff of First Lien Term Loan — Existing Credit Agreement dated June 14, 2019
Attention:	Sandra Vickers, Portfolio Management / Loan Operations Department
SWIFT Code (if applicable):	To be provided upon request if international remittance is required

CONFIDENTIAL
ATLAS MERIDIAN BANK, N.A. 500 Liberty Avenue Pittsburgh, Pennsylvania 15222
Sandra Vickers Managing Director, Portfolio Management Telephone: (412) 555-7100
Email: sandra.vickers@atlasmeridianbank.com
March 26, 2025
VIA EMAIL AND OVERNIGHT COURIER
Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173
Attention: Priya Mehta, Vice President, Treasury & Corporate Finance
cc:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Marcus Leung
Crescent Harbor Bank, N.A. 320 Federal Street Boston, Massachusetts 02110
Attention: Elaine Prescott, Managing Director, Leveraged Finance
Whitfield & Gage LLP 51 West 52nd Street New York, New York 10019
Attention: Jonathan Ferris
Re: Wire Transfer Instructions for Payoff of First Lien Term Loan and Termination of Revolving Credit Facility — Credit Agreement dated as of June 14, 2019, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto, as amended by the First Amendment dated March 20, 2020, the Second Amendment dated November 8, 2021, the Third Amendment dated April 15, 2023, and the Fourth Amendment dated September 12, 2024 (the "Existing Credit Agreement")
Ladies and Gentlemen:
1. Reference and Purpose
Reference is hereby made to the Payoff Letter (the "Payoff Letter") issued by Atlas Meridian Bank, N.A. ("Atlas Meridian"), in its capacity as Administrative Agent and Collateral Agent under the Existing Credit Agreement, in connection with the proposed refinancing by Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower") of its existing first lien credit facilities currently outstanding under the Existing Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Payoff Letter or, if not defined therein, in the Existing Credit Agreement.
These wire transfer instructions are provided for the purpose of remitting the payoff amount (the "Payoff Amount") required to repay in full all outstanding obligations under the Existing Credit Agreement on the anticipated closing date of March 28, 2025 (the "Anticipated Closing Date"). This letter sets forth (a) the estimated Payoff Amount, (b) the wire transfer instructions for remittance of such amount, and (c) the mechanics for confirmation and release of liens upon receipt of the Payoff Amount by Atlas Meridian.
As of the date hereof, the existing credit facilities outstanding under the Existing Credit Agreement consist of the following:
(i) an Eight Hundred Seventy-Five Million Dollar ($875,000,000) first lien term loan (the "First Lien Term Loan"), with a stated maturity date of June 14, 2026; and
(ii) a One Hundred Ninety Million Dollar ($190,000,000) revolving credit facility (the "Revolving Credit Facility"), with a stated maturity date of June 14, 2025.
As of the date of this letter, the Revolving Credit Facility has zero dollars ($0) drawn and outstanding, and no letters of credit are issued and outstanding thereunder. Upon repayment in full of the First Lien Term Loan and satisfaction of all other obligations under the Existing Credit Agreement as contemplated herein and in the Payoff Letter, the commitment under the Revolving Credit Facility shall be permanently terminated in its entirety.
For the avoidance of doubt, pursuant to the Fourth Amendment to Credit Agreement dated as of September 12, 2024 (the "Fourth Amendment"), the prepayment premium otherwise applicable to voluntary prepayments of the First Lien Term Loan under Section 2.05(a) of the Existing Credit Agreement was irrevocably waived by the requisite Lenders, and accordingly, no prepayment premium, make-whole amount, or similar charge shall be payable in connection with the repayment contemplated herein.
2. Payoff Amount
2.1 Estimated Payoff Amount
Based upon the records of Atlas Meridian as Administrative Agent and subject to final confirmation on the Anticipated Closing Date, the total estimated Payoff Amount required to repay in full all outstanding obligations under the Existing Credit Agreement, calculated as of the Anticipated Closing Date of March 28, 2025, is as follows:
Notes Regarding Accrued Fees: Any accrued and unpaid administrative agent fees, commitment fees, or other fees owing to Atlas Meridian or any Lender under the Existing Credit Agreement as of the Anticipated Closing Date are expected to be de minimis. To the extent such amounts are determinable as of the date hereof, they have been included within the accrued interest figure set forth above. To the extent any residual fee amounts remain outstanding following the closing, Atlas Meridian reserves the right to separately invoice Nexford for such amounts, which shall remain payable obligations of Nexford notwithstanding the repayment of the First Lien Term Loan. Atlas Meridian will use commercially reasonable efforts to provide a final accounting of all fee amounts on or prior to the Anticipated Closing Date.
2.2 Estimated Nature of Payoff Amount; Per Diem Adjustment
The Payoff Amount set forth in Section 2.1 above is an estimate as of the Anticipated Closing Date. The accrued interest component has been calculated based on the interest rate applicable to the First Lien Term Loan as of the most recent interest period and assumes receipt of the Payoff Amount in immediately available funds on March 28, 2025. In the event that the actual closing date differs from the Anticipated Closing Date, the Payoff Amount shall be adjusted on a dollar-for-dollar basis using the per diem interest accrual set forth below.
2.3 Per Diem Interest Accrual
The per diem interest accrual on the First Lien Term Loan, based on the outstanding principal balance of $875,000,000.00 and the applicable interest rate under the Existing Credit Agreement, is as follows:
Per Diem Interest Accrual: To be specified by Atlas Meridian on or before the business day immediately preceding the Anticipated Closing Date, based on the then-applicable Term SOFR rate plus the applicable margin under the Existing Credit Agreement, calculated on an actual/360-day basis, as provided in Section 2.07 of the Existing Credit Agreement.
Atlas Meridian will provide the final per diem interest figure to Nexford, Calderwood & Harkness LLP, Crescent Harbor Bank, N.A., and Whitfield & Gage LLP by no later than 5:00 p.m. Eastern Time on March 27, 2025 (or, if the closing is delayed, on the business day immediately preceding the rescheduled closing date). In the event the closing occurs on a date other than March 28, 2025, the Payoff Amount shall be increased by the per diem interest amount for each day after March 28, 2025 through and including the actual date of receipt of funds, or decreased by the per diem interest amount for each day prior to March 28, 2025 on which funds are received, as applicable.
2.4 Satisfaction and Discharge
Atlas Meridian hereby confirms that, upon receipt of the full Payoff Amount (as finally determined) in immediately available funds in accordance with the wire transfer instructions set forth in Section 3 below, all Obligations (as defined in the Existing Credit Agreement) of Nexford and the Guarantors arising under or in connection with the Existing Credit Agreement, the Security Agreement, the Pledge Agreement, and each other Loan Document (as defined therein) shall be deemed irrevocably satisfied, paid, and discharged in full, and all commitments of the Lenders under the Existing Credit Agreement shall be permanently terminated. The foregoing is subject in all respects to the terms of the Payoff Letter, including any surviving indemnification, expense reimbursement, or other provisions expressly identified therein as surviving the repayment of the Obligations.
3. Wire Transfer Instructions
3.1 Primary Wire Instructions — Term Loan Payoff
All funds constituting the Payoff Amount shall be remitted by wire transfer of immediately available funds in U.S. dollars to the following account:
IMPORTANT: The ABA/Routing Number and Account Number set forth above are placeholders and will be confirmed by Atlas Meridian Loan Operations by separate communication to the designated wire-sending parties on or before March 27, 2025. The remitting party should not initiate any wire transfer until it has received final confirmation of the ABA/Routing Number and Account Number from Atlas Meridian Loan Operations. Atlas Meridian assumes no liability for any wire sent to an incorrect account due to the remitting party's failure to obtain final confirmed wire instructions.
3.2 Wire Amount and Timing
(a) Total Wire Amount: The total wire amount to be remitted shall be Eight Hundred Seventy-Nine Million Three Hundred Seventy-Five Thousand Dollars ($879,375,000.00), subject to per diem adjustment as described in Section 2.3 above if the actual closing date differs from March 28, 2025.
(b) Form of Payment: The wire transfer must be in immediately available U.S. dollar funds. No personal checks, cashier's checks, or other instruments will be accepted. Funds must be transmitted via the Fedwire Funds Service (or any successor service) to ensure same-day settlement and availability.
(c) Deadline for Receipt: The wire transfer must be received and credited to the account specified in Section 3.1 above no later than 2:00 p.m. Eastern Time on the closing date (March 28, 2025, or such other date as may be mutually agreed). Receipt of funds after 2:00 p.m. Eastern Time may not be credited until the following business day, and Atlas Meridian shall have no obligation to deliver confirmation of satisfaction or authorize the release of liens until the funds have been credited in full. In such event, additional per diem interest shall accrue and shall be payable by Nexford.
(d) Single Wire: To the extent practicable, the Payoff Amount should be remitted in a single wire transfer. If for any reason the Payoff Amount must be remitted in multiple wires, the remitting party shall notify Atlas Meridian Loan Operations in advance and shall include appropriate references on each wire to facilitate matching and application of funds.
4. Confirmation and Release Mechanics
Upon confirmed receipt of the Payoff Amount in full in immediately available funds in accordance with the wire transfer instructions set forth herein, Atlas Meridian Bank, N.A., in its capacities as Administrative Agent and Collateral Agent under the Existing Credit Agreement, shall promptly take the following actions:
(a) Written Confirmation of Satisfaction. Atlas Meridian shall deliver a written confirmation of receipt of the Payoff Amount and satisfaction and discharge in full of all Obligations under the Existing Credit Agreement (the "Payoff Confirmation") to each of the following parties: (i) Nexford Industrial Holdings Inc., (ii) Calderwood & Harkness LLP, (iii) Crescent Harbor Bank, N.A., and (iv) Whitfield & Gage LLP. Such Payoff Confirmation shall be delivered by email (with a hard copy to follow by overnight courier) and shall confirm the date and time of receipt of the Payoff Amount and the full discharge of all Obligations.
(b) Lien Release Authorization Letter. Atlas Meridian shall execute and deliver the Lien Release Authorization Letter (in the form attached to the Payoff Letter or otherwise reasonably acceptable to the parties) authorizing the termination and release of all liens, security interests, pledges, charges, encumbrances, and other interests in or on property of Nexford and the Guarantors that were granted in favor of Atlas Meridian Bank, N.A. (in any capacity) pursuant to or in connection with the Existing Credit Agreement and the other Loan Documents, including without limitation under the Security Agreement dated as of June 14, 2019, the Pledge Agreement dated as of June 14, 2019, the Mortgage and Security Agreements, and all other collateral documents executed in connection therewith.
(c) UCC-3 Termination Statements. Atlas Meridian shall authorize and, at the Borrower's request and expense, cause to be filed UCC-3 Termination Statements in all applicable jurisdictions to terminate each UCC-1 Financing Statement filed in favor of Atlas Meridian Bank, N.A. as secured party in connection with the Existing Credit Agreement. Based on the records of Atlas Meridian, UCC-1 Financing Statements are currently on file in the following jurisdictions:
(i) Delaware — Secretary of State, Division of Corporations;
(ii) Illinois — Secretary of State, Uniform Commercial Code Division;
(iii) Pennsylvania — Department of State, Bureau of Corporations and Charitable Organizations;
(iv) South Carolina — Secretary of State;
(v) Texas — Secretary of State, Statutory Filings Division; and
(vi) Michigan — Department of State, UCC Section.
Atlas Meridian shall provide executed UCC-3 Termination Statements to Nexford or its counsel promptly following receipt of the Payoff Amount, and Nexford shall be responsible for the filing fees and costs associated with the filing of such termination statements.
(d) Release of Mortgages, Deeds of Trust, and Fixture Filings. Atlas Meridian shall execute and deliver, or cause to be executed and delivered, all releases, satisfactions, reconveyances, and other instruments necessary or appropriate to release and terminate all mortgages, deeds of trust, assignments of leases and rents, and fixture filings held in favor of Atlas Meridian or otherwise granted in connection with the Existing Credit Agreement and the Loan Documents. Nexford and its counsel shall be responsible for preparing such instruments for Atlas Meridian's review, execution, and delivery, and for recording such instruments in the applicable real property recording offices.
(e) Termination of Revolving Credit Facility. Upon receipt of the Payoff Amount in full, the commitment under the $190,000,000 Revolving Credit Facility shall be permanently terminated, and no further loans, letters of credit, or other extensions of credit shall be available or made thereunder. Atlas Meridian shall deliver written notice of such termination to the Lenders and the Borrower.
(f) Return and Release of Pledged Collateral. Atlas Meridian, as Collateral Agent, shall release and return, or cause to be released and returned, all pledged collateral held by Atlas Meridian in connection with the Existing Credit Agreement, including without limitation: (i) all original stock certificates, membership interest certificates, and related stock powers or transfer instruments; (ii) all original intercompany promissory notes endorsed in blank; and (iii) all deposit account control agreements and securities account control agreements entered into in favor of Atlas Meridian. Atlas Meridian shall use commercially reasonable efforts to return such collateral to Nexford (or its designee) within ten (10) business days following receipt of the Payoff Amount in full. Any deposit account control agreements or securities account control agreements shall be terminated by Atlas Meridian delivering notices of termination to the applicable depositary banks or securities intermediaries, as the case may be, in accordance with the terms of such agreements.
5. Contact Information for Wire Confirmation
Upon sending the wire transfer of the Payoff Amount, the remitting party (whether Crescent Harbor Bank, N.A. or Nexford Industrial Holdings Inc., as applicable pursuant to the funds flow memorandum prepared in connection with the refinancing) shall promptly confirm the wire by contacting the following individuals at Atlas Meridian:
Primary Contact:
Sandra Vickers Managing Director, Portfolio Management Atlas Meridian Bank, N.A. 500 Liberty Avenue, Pittsburgh, Pennsylvania 15222 Telephone: (412) 555-7100
Email: sandra.vickers@atlasmeridianbank.com
Backup Contact — Loan Operations:
David Calloway Vice President, Loan Operations — Agency Services Atlas Meridian Bank, N.A. 500 Liberty Avenue, Pittsburgh, Pennsylvania 15222 Telephone: (412) 555-7245
Email: david.calloway@atlasmeridianbank.com
The remitting party should confirm the wire transfer by telephone and email to at least one of the contacts listed above immediately upon initiation of the wire, and should provide the following information in connection with such confirmation: (a) the Fedwire reference number or confirmation number assigned to the wire by the sending bank, (b) the exact dollar amount of the wire, (c) the time of initiation of the wire, and (d) the identity of the sending bank. Atlas Meridian will acknowledge receipt of the wire confirmation communication and will separately confirm actual receipt and crediting of funds to the designated account.
6. Good Through Date and Per Diem
These wire transfer instructions and the estimated Payoff Amount set forth herein are good through and including March 28, 2025 (the "Good Through Date"). If the Payoff Amount is not received in full in immediately available funds on or before 2:00 p.m. Eastern Time on March 28, 2025, then:
(a) the Payoff Amount must be recalculated to include additional per diem interest accruing from and after March 28, 2025 through and including the actual date of receipt of the Payoff Amount in full;
(b) the remitting party or Nexford shall contact Atlas Meridian to obtain an updated Payoff Amount reflecting such additional per diem interest accrual; and
(c) updated wire transfer instructions and/or payoff confirmation should be obtained from Atlas Meridian prior to remitting any funds after the Good Through Date, as the wire instructions set forth herein (including the account number and routing number) may be subject to change.
Per Diem Interest Amount: The per diem interest amount applicable to the First Lien Term Loan, based on the outstanding principal balance and the applicable interest rate under the Existing Credit Agreement, will be specified by Atlas Meridian and communicated to the parties on or before March 27, 2025. For purposes of advance planning, the parties should anticipate a per diem interest accrual in the approximate range of $140,000 to $160,000 per day, based on the current applicable margin and the prevailing Term SOFR rate as of the date hereof; provided, however, that the actual per diem figure shall be determined by Atlas Meridian in accordance with the interest calculation provisions of the Existing Credit Agreement and shall be conclusive absent manifest error.
Atlas Meridian expressly reserves all rights and remedies under the Existing Credit Agreement and the other Loan Documents in the event the Payoff Amount is not received in accordance with the terms set forth herein and in the Payoff Letter.
7. Governing Provisions
These wire transfer instructions are provided in connection with and subject to the terms and conditions of the Payoff Letter delivered by Atlas Meridian Bank, N.A. in respect of the Existing Credit Agreement. In the event of any conflict or inconsistency between the terms of this letter and the terms of the Payoff Letter, the terms of the Payoff Letter shall control.
This document does not constitute a payoff letter. This letter supplements the Payoff Letter and should be read in conjunction therewith. Nothing in this letter shall be deemed to amend, modify, or supersede any provision of the Payoff Letter, the Existing Credit Agreement, or any other Loan Document, except to the extent expressly set forth in the Payoff Letter.
This letter and the wire transfer instructions contained herein shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of another jurisdiction, consistent with the governing law provisions of the Existing Credit Agreement.
8. Authorization
Please do not hesitate to contact the undersigned or David Calloway at the contact information set forth in Section 5 above with any questions regarding these wire transfer instructions or the payoff mechanics described herein.
Very truly yours,
ATLAS MERIDIAN BANK, N.A., as Administrative Agent and Collateral Agent under the Existing Credit Agreement
By: ________
Name: Sandra Vickers
Title: Managing Director, Portfolio Management
Date: March 26, 2025
ACKNOWLEDGMENT
Each of the undersigned hereby acknowledges receipt of the foregoing wire transfer instructions and confirms its understanding of the wire transfer and payoff mechanics described therein. This acknowledgment does not constitute a commitment to fund or an obligation to consummate the refinancing transaction.
NEXFORD INDUSTRIAL HOLDINGS INC.
ACKNOWLEDGED AND AGREED:
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: Priya Mehta
Title: Vice President, Treasury & Corporate Finance
Date: ________
or
By: ________
Name: Michelle Kaplan
Title: Senior Vice President, Corporate Finance
Date: ________
CRESCENT HARBOR BANK, N.A.
ACKNOWLEDGED:
CRESCENT HARBOR BANK, N.A.
By: ________
Name: Elaine Prescott
Title: Managing Director, Leveraged Finance
Date: ________
or
By: ________
Name: ________
Title: ________
Date: ________
This document contains confidential information relating to the financing arrangements of Nexford Industrial Holdings Inc. and is intended solely for the use of the addressees and the parties copied herein. Any unauthorized distribution, reproduction, or use of this document is strictly prohibited.
Component | Amount
Principal outstanding on First Lien Term Loan | $875,000,000.00
Accrued and unpaid interest (estimated through March 28, 2025) | $4,375,000.00 (estimated)
Prepayment premium | $0.00 (waived per Fourth Amendment)
Outstanding balance under Revolving Credit Facility | $0.00
Accrued and unpaid fees (agent fees, commitment fees, if any) | De minimis (see note below)
Total Estimated Payoff Amount | $879,375,000.00
Field | Details
Beneficiary Bank: | Atlas Meridian Bank, N.A.
Beneficiary Bank Address: | 500 Liberty Avenue, Pittsburgh, Pennsylvania 15222
ABA/Routing Number: | 043-000-XXX (to be confirmed by Atlas Meridian Loan Operations prior to closing)
Account Name: | Atlas Meridian Bank, N.A. — Loan Operations / Agency Services
Account Number: | XXXXXXXXXX (to be confirmed by Atlas Meridian Loan Operations prior to closing)
Reference: | Nexford Industrial Holdings Inc. — Payoff of First Lien Term Loan — Existing Credit Agreement dated June 14, 2019
Attention: | Sandra Vickers, Portfolio Management / Loan Operations Department
SWIFT Code (if applicable): | To be provided upon request if international remittance is required

CONFIDENTIAL

VIA EMAIL AND OVERNIGHT COURIER

ACKNOWLEDGMENT

NEXFORD INDUSTRIAL HOLDINGS INC.

ACKNOWLEDGED AND AGREED:

NEXFORD INDUSTRIAL HOLDINGS INC.

CRESCENT HARBOR BANK, N.A.

ACKNOWLEDGED:

CRESCENT HARBOR BANK, N.A.

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