CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, New York 10017
WIRE TRANSFER INSTRUCTIONS
NEXFORD INDUSTRIAL HOLDINGS INC.
March 26, 2025
Matter No.: 1005-00001 Client/Matter Code: IBL-NIH-2025-031
CONFIDENTIAL
Re: $1,400,000,000 Senior Secured Term Loan B Credit Facility — Nexford Industrial Holdings Inc.
Prepared by: Sophie Tremblay, Working Associate, Calderwood & Harkness LLP Reviewed by: Marcus Leung, Lead Associate, Calderwood & Harkness LLP
I. Introduction and Purpose
These wire transfer instructions (these "Instructions") are provided in connection with the closing of the $1,400,000,000 senior secured Term Loan B credit facility (the "Term Loan B") on the anticipated closing date of March 28, 2025 (the "Closing Date"), pursuant to that certain Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower"), the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (the "Administrative Agent"), and the Lenders from time to time party thereto (the "Lenders").
These Instructions identify the designated bank accounts of Nexford to which loan proceeds under the Term Loan B are to be wired at closing. These Instructions set forth the receiving bank details, account numbers, and related information necessary for the Administrative Agent and the Lenders to effectuate the disbursement of Term Loan B proceeds in accordance with the Credit Agreement and the related transaction documents.
These Instructions should be read in conjunction with, and are subject in all respects to, the Funds Flow Memorandum — Execution Version dated March 27, 2025 (the "Funds Flow Memorandum"), which sets forth the detailed allocation, disbursement instructions, and timing of all closing proceeds, payoff amounts, and related payments. In the event of any inconsistency between these Instructions and the Funds Flow Memorandum, the Funds Flow Memorandum shall control with respect to the allocation and amounts to be disbursed to each account.
We respectfully request that all wire transfers contemplated by these Instructions be initiated on the Closing Date (March 28, 2025) in accordance with the timing and sequencing set forth in the Funds Flow Memorandum. Upon completion of all wire transfers, we request that confirmation of each completed transfer (including Fedwire reference numbers or equivalent confirmation codes) be provided promptly to the following persons:
(a) Calderwood & Harkness LLP: Marcus Leung, Lead Associate, and Sophie Tremblay, Working Associate; and
(b) Nexford Industrial Holdings Inc.: Priya Mehta, Vice President, Treasury & Corporate Finance.
Contact details for each of the foregoing persons are set forth in Section VIII below.
II. Borrower Information
The following information identifies the Borrower for purposes of these wire transfer instructions:
Authorized Contact for Wire Confirmation:
All wire confirmations, inquiries, and communications regarding the wire transfers described in these Instructions should be directed to Ms. Mehta unless otherwise specified herein.
III. Wire Transfer Instructions — Designated Nexford Accounts
The following sections set forth the wire transfer instructions for each designated bank account of Nexford to which Term Loan B proceeds are to be wired at closing. Each account is identified by its purpose, receiving bank details, and relevant reference information. The specific dollar amounts to be wired to each account will be as set forth in the Funds Flow Memorandum — Execution Version dated March 27, 2025.
A. Account No. 1: Primary Operating Account
Note: This account is a deposit account subject to a Deposit Account Control Agreement dated as of March 28, 2025 (the "Redstone DACA — Operating Account"), among Nexford Industrial Holdings Inc., as the customer, Redstone National Bank, as the depository bank, and Crescent Harbor Bank, N.A., as Collateral Agent. The security interest of the Collateral Agent in this account is governed by the terms of the Redstone DACA — Operating Account and the related Collateral Agreement.
B. Account No. 2: Treasury / Cash Management Account
Note: This account is a deposit account subject to a Deposit Account Control Agreement dated as of March 28, 2025 (the "Redstone DACA — Treasury Account"), among Nexford Industrial Holdings Inc., as the customer, Redstone National Bank, as the depository bank, and Crescent Harbor Bank, N.A., as Collateral Agent. The security interest of the Collateral Agent in this account is governed by the terms of the Redstone DACA — Treasury Account and the related Collateral Agreement.
C. Account No. 3: Debt Service Reserve / Concentration Account
Note: This account is a deposit account subject to a Deposit Account Control Agreement dated as of March 28, 2025 (the "Redstone DACA — Concentration Account"), among Nexford Industrial Holdings Inc., as the customer, Redstone National Bank, as the depository bank, and Crescent Harbor Bank, N.A., as Collateral Agent. The security interest of the Collateral Agent in this account is governed by the terms of the Redstone DACA — Concentration Account and the related Collateral Agreement.
D. Account No. 4: Account at Crescent Harbor Bank, N.A.
Note: This account is also subject to a Deposit Account Control Agreement dated as of March 28, 2025 (the "Crescent Harbor DACA"), among Nexford Industrial Holdings Inc., as the customer, Crescent Harbor Bank, N.A., as the depository bank and Collateral Agent. The security interest of the Collateral Agent in this account is governed by the terms of the Crescent Harbor DACA and the related Collateral Agreement.
IV. Summary of Anticipated Closing Proceeds and Allocation
The total Term Loan B proceeds to be funded on the Closing Date are $1,400,000,000. Set forth below is a summary of the anticipated use of proceeds, which is subject in all respects to the final allocations set forth in the Funds Flow Memorandum — Execution Version dated March 27, 2025:
The exact dollar amounts to be wired to each Nexford account will be determined by the final Funds Flow Memorandum — Execution Version dated March 27, 2025. All amounts shown above are approximate and remain subject to final adjustment for proration, accrued interest calculations on the existing first lien term loan payoff, final fee reconciliation, and other customary closing adjustments.
After giving effect to all transactions contemplated by the Credit Agreement, the Funds Flow Memorandum, and the related transaction documents (including the payoff of existing indebtedness, payment of the dividend, and payment of all transaction fees and expenses), the pro forma cash on the Borrower's balance sheet is expected to be approximately $100,000,000.
V. Important Notices and Disclaimers
These wire transfer instructions are furnished solely for the purpose of facilitating the closing of the Term Loan B on the Closing Date and are CONFIDENTIAL. Distribution of these Instructions is limited to the parties to the Credit Agreement, their respective counsel, and other persons authorized to receive such information pursuant to the Credit Agreement and the related transaction documents.
Changes to Wire Instructions. Any changes, modifications, or amendments to these wire transfer instructions must be confirmed both verbally (by telephone) and in writing (by email or letter) by an authorized representative of Nexford Industrial Holdings Inc. Authorized representatives of Nexford for purposes of confirming changes to these Instructions are limited to the following individuals:
(a) Priya Mehta, Vice President, Treasury & Corporate Finance; and
(b) Michelle Kaplan, Chief Financial Officer.
No changes to wire transfer instructions shall be effective unless and until verified by Calderwood & Harkness LLP (Marcus Leung or Sophie Tremblay) prior to execution of such changes. The Administrative Agent, the Lenders, and all other parties are advised to exercise extreme caution in processing any purported change to these Instructions.
Wire Fraud Warning. All parties are strongly cautioned to verify wire instructions by telephone using a known, trusted telephone number before initiating any wire transfer. Wire fraud and business email compromise schemes are increasingly common in connection with commercial transactions. Do not rely solely on email instructions when verifying or confirming wire transfer details. If you receive any communication requesting a change to wire instructions — whether by email, letter, or any other means — you must independently verify such communication by calling the authorized contact persons listed in these Instructions at their known, trusted telephone numbers before taking any action. Calderwood & Harkness LLP, Nexford Industrial Holdings Inc., the Administrative Agent, and the Lenders shall not be liable for any losses arising from the failure of any party to verify wire instructions in accordance with this paragraph.
Superseding Effect. These Instructions supersede any and all prior wire transfer instructions delivered by or on behalf of Nexford Industrial Holdings Inc. in connection with the Term Loan B or any related transaction, including without limitation any preliminary or draft wire transfer instructions previously circulated to the Administrative Agent, the Lenders, or their respective counsel.
VI. Contact Information for Confirmation
The following persons should be contacted for purposes of confirming wire transfers, resolving discrepancies, or addressing any questions or issues arising in connection with these Instructions:
Nexford Industrial Holdings Inc.
Calderwood & Harkness LLP
Crescent Harbor Bank, N.A. (Administrative Agent)
VII. Certification and Authorization
The undersigned authorized officer of Nexford Industrial Holdings Inc. hereby certifies that the foregoing wire transfer instructions are true, correct, and complete as of the date hereof. The undersigned further certifies that (a) she is duly authorized to execute and deliver these Instructions on behalf of Nexford Industrial Holdings Inc., (b) the account information set forth herein accurately reflects the designated accounts of Nexford Industrial Holdings Inc. for receipt of Term Loan B proceeds, and (c) these Instructions have been prepared and delivered in accordance with the requirements of the Credit Agreement and the related transaction documents.
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: Priya Mehta
Title: Vice President, Treasury & Corporate Finance
Date: March 26, 2025
Acknowledged and Confirmed:
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 26, 2025
These Wire Transfer Instructions are confidential and are intended solely for the use of the parties to the Credit Agreement dated as of March 28, 2025, and their respective counsel and authorized representatives. Any unauthorized use, distribution, or disclosure of these Instructions is strictly prohibited. Calderwood & Harkness LLP has prepared these Instructions at the direction of its client, Nexford Industrial Holdings Inc., and makes no independent representation or warranty as to the accuracy of the account information set forth herein.
Calderwood & Harkness LLP — Matter No. 1005-00001 — IBL-NIH-2025-031
| Full Legal Name of Account Holder: | Nexford Industrial Holdings Inc. |
| Employer Identification Number (EIN): | 36-4178552 |
| Principal Address: | 1400 Industrial Parkway, Schaumburg, IL 60173 |
| State of Incorporation: | Delaware |
| Delaware File Number: | 5765432 |
| Registered Agent in Delaware: | c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801 |
| Name: | Priya Mehta |
| Title: | Vice President, Treasury & Corporate Finance |
| Entity: | Nexford Industrial Holdings Inc. |
| Address: | 1400 Industrial Parkway, Schaumburg, IL 60173 |
| Telephone: | [____] |
| Email: | [____] |
| Purpose: | Receipt of net loan proceeds for general corporate purposes, payment of transaction fees and expenses, and cash to balance sheet |
| Bank Name: | Redstone National Bank |
| Bank Address: | [To be confirmed by Nexford Treasury] |
| ABA/Routing Number: | [____] (To be confirmed by Nexford Treasury prior to Closing Date) |
| Account Name: | Nexford Industrial Holdings Inc. — Operating Account |
| Account Number: | [____-4471] |
| Reference Line: | Nexford Industrial Holdings Inc. — Term Loan B Closing Proceeds |
| SWIFT Code (if applicable): | [____] (To be confirmed by Nexford Treasury) |
| Amount to be Wired: | To be determined per the Funds Flow Memorandum — Execution Version; this account is designated to receive the portion of proceeds allocated to (i) transaction fees and expenses (approximately $38,625,000, subject to final reconciliation) and (ii) cash to balance sheet ($147,000,000), in each case net of amounts directed to other Nexford accounts or to third-party payees pursuant to the Funds Flow Memorandum |
| Purpose: | Receipt of proceeds designated for ongoing treasury operations and working capital management |
| Bank Name: | Redstone National Bank |
| Bank Address: | [To be confirmed by Nexford Treasury] |
| ABA/Routing Number: | [____] (To be confirmed by Nexford Treasury prior to Closing Date) |
| Account Name: | Nexford Industrial Holdings Inc. — Treasury Account | |
| Account Number: | [____-4472] | |
| Reference Line: | Nexford Industrial Holdings Inc. — Term Loan B Closing Proceeds | |
| SWIFT Code (if applicable): | [____] (To be confirmed by Nexford Treasury) | |
| Amount to be Wired: | As specified in the Funds Flow Memorandum — Execution Version | |
| Purpose: | Receipt of proceeds designated for debt service and concentration account purposes | |
| Bank Name: | Redstone National Bank | |
| Bank Address: | [To be confirmed by Nexford Treasury] | |
| ABA/Routing Number: | [____] (To be confirmed by Nexford Treasury prior to Closing Date) | |
| Account Name: | Nexford Industrial Holdings Inc. — Concentration Account | |
| Account Number: | [____-6633] | |
| Reference Line: | Nexford Industrial Holdings Inc. — Term Loan B Closing Proceeds | |
| SWIFT Code (if applicable): | [____] (To be confirmed by Nexford Treasury) | |
| Amount to be Wired: | As specified in the Funds Flow Memorandum — Execution Version | |
| Purpose: | Receipt of proceeds for amounts to be held at Crescent Harbor Bank, N.A. (if any, as designated in the Funds Flow Memorandum) | |
| Bank Name: | Crescent Harbor Bank, N.A. | |
| Bank Address: | 320 Federal Street, Boston, MA 02110 | |
| ABA/Routing Number: | [____] (To be confirmed by Crescent Harbor Bank, N.A.) | |
| Account Name: | Nexford Industrial Holdings Inc. | |
| Account Number: | [____] (To be confirmed by Crescent Harbor Bank, N.A.) | |
| Reference Line: | Nexford Industrial Holdings Inc. — Term Loan B Closing Proceeds | |
| Amount to be Wired: | As specified in the Funds Flow Memorandum — Execution Version | |
| Use of Proceeds | Approximate Amount | Disbursement Reference |
| Payoff of existing first lien term loan (Atlas Meridian Bank, N.A., as administrative agent) | $879,375,000 | To be wired directly to Atlas Meridian Bank, N.A. per separate wire instructions (see Wire Transfer Instructions — Atlas Meridian Payoff, prepared by Calderwood & Harkness LLP) |
| Dividend to Granite Peak NIH Holdings, LLC | ~$335,000,000 | To be wired directly to Granite Peak NIH Holdings, LLC per separate wire instructions (see Wire Transfer Instructions — Granite Peak NIH Holdings (Dividend), prepared by Calderwood & Harkness LLP) |
| Transaction fees and expenses | ~$38,625,000 | Portions to be disbursed from Nexford accounts (primarily Account No. 1 — Primary Operating Account) per the Funds Flow Memorandum |
| Cash to balance sheet | $147,000,000 | To be deposited into Nexford accounts as specified in Sections III.A through III.D above |
| Total | $1,400,000,000 | |
| Name: | Priya Mehta | |
| Title: | Vice President, Treasury & Corporate Finance | |
| Address: | 1400 Industrial Parkway, Schaumburg, IL 60173 | |
| Telephone: | [____] | |
| Email: | [____] | |
| Name: | Michelle Kaplan | |
| Title: | Chief Financial Officer | |
| Address: | 1400 Industrial Parkway, Schaumburg, IL 60173 | |
| Telephone: | [____] | |
| Email: | [____] | |
| Name: | Marcus Leung | |
| Title: | Lead Associate | |
| Address: | 425 Lexington Avenue, New York, NY 10017 | |
| Telephone: | [____] | |
| Email: | [____] | |
| Name: | Sophie Tremblay | |
| Title: | Working Associate | |
| Address: | 425 Lexington Avenue, New York, NY 10017 | |
| Telephone: | [____] | |
| Email: | [____] | |
| Name: | Elaine Prescott | |
| Title: | Managing Director, Leveraged Finance |
| Address: | 320 Federal Street, Boston, MA 02110 |
| Telephone: | [____] |
| Email: | [____] |
| Name: | Thomas Nakamura |
| Title: | Director, Loan Syndication |
| Address: | 320 Federal Street, Boston, MA 02110 |
| Telephone: | [____] |
| Email: | [____] |