CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017
CLOSING BINDER INDEX AND COMPILATION INSTRUCTIONS
Nexford Industrial Holdings Inc.
$1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization
Closing Date: March 28, 2025
CONFIDENTIAL AND PRIVILEGED — ATTORNEY WORK PRODUCT
This document and the information contained herein are protected by the attorney-client privilege and the attorney work product doctrine. This document is intended solely for the use of Calderwood & Harkness LLP personnel and authorized recipients. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.
Right-click to update Table of Contents
I. COMPILATION INSTRUCTIONS FOR PARALEGAL TEAM
The following instructions govern the compilation, assembly, formatting, and distribution of the closing binder for the above-referenced matter. All members of the paralegal team assigned to this matter should review these instructions in their entirety prior to commencing any compilation work. Any questions regarding document sourcing, execution status, or the treatment of post-closing deliverables should be directed to Sophie Tremblay (ext. 4-7231; stremblay@calderwoodharkness.com).
A. General Instructions
1.  Number of Sets. Compile four (4) complete sets of the closing binder, each containing originals or conformed copies as specified herein. The four sets shall be distributed as follows:
(i) Calderwood & Harkness LLP (File Copy) — One original set to be retained in the firm's client file room at 425 Lexington Avenue, New York, NY 10017. This set should be delivered to the attention of Claudia Merritt, Partner, Banking & Finance, and Marcus Leung, Lead Associate, Banking & Finance.
(ii) Nexford Industrial Holdings Inc. — One original set to be delivered to David Engstrom, General Counsel & Corporate Secretary, Nexford Industrial Holdings Inc., 1400 Industrial Parkway, Schaumburg, IL 60173. Delivery should be made via bonded courier (Severin Partners LLC Priority Overnight or equivalent) with signature confirmation and tracking number recorded and retained.
(iii) Crescent Harbor Bank, N.A. — One original set to be delivered to Elaine Prescott, Managing Director, Leveraged Finance, Crescent Harbor Bank, N.A., 320 Federal Street, Boston, MA 02110. Delivery should be made via bonded courier (Severin Partners LLC Priority Overnight or equivalent) with signature confirmation and tracking number recorded and retained.
(iv) Granite Peak Capital Partners, LP — One original set to be delivered to Ryan Ostrowski, Principal, Granite Peak Capital Partners, LP, c/o Patricia Voss, Kellner Brandt & Associates LLP, 900 Third Avenue, New York, NY 10022. Delivery may be made via hand delivery or bonded courier, as convenient, with delivery confirmation recorded and retained.
2.  Binder Specifications. Each binder set should be housed in black three-ring binders (D-ring, 3-inch capacity preferred) with printed spine labels and front cover labels. Spine labels should read:
"Nexford Industrial Holdings Inc. — $1,400,000,000 Term Loan B — Closing Binder — [Volume Number]"
Front cover labels should include the full matter description, the closing date (March 28, 2025), the matter number (1005-00001), and the volume number.
3.  Number of Volumes. The anticipated number of volumes is five (5), organized as follows:
•  Volume I: Transaction Documents (Tabs 1–5)
•  Volume II: Security & Collateral Documents (Tabs 6–17)
•  Volume III: UCC Filings & Lien Release Documents (Tabs 18–21)
•  Volume IV: Certificates, Opinions & Resolutions (Tabs 22–40)
•  Volume V: Ancillary Documents, Funds Flow & Post-Closing (Tabs 41–55)
If any individual volume exceeds the capacity of a single three-ring binder, the volume should be split into sub-volumes (e.g., Volume IV-A and Volume IV-B), with the spine labels adjusted accordingly.
4.  Originals and Conformed Copies. All documents included in the closing binder should be original executed copies or conformed copies as noted in the index below. Where originals are not available for inclusion in a particular binder set, use high-quality copies clearly marked "Conformed Copy" on the first page of the document (upper right-hand corner, in blue ink or by affixing a "Conformed Copy" stamp). For conformed copies, handwritten signatures should be indicated by a typed notation "/s/ [Name of Signatory]" in the signature block, with the date of execution noted.
5.  Closing Date. The closing date for this transaction is March 28, 2025. All documents should reflect this date unless otherwise noted in the index below.
6.  Credit Agreement Naming Convention. The Credit Agreement executed in connection with this transaction is referred to throughout these compilation instructions and the closing binder index as the "NIH Credit Agreement — Execution Version." This convention should be used consistently on all cover sheets, tab labels, and electronic file names referencing the Credit Agreement.
B. Tab Numbering Convention
1.  Sequential Numbering. Tabs should be numbered sequentially from Tab 1 through the final tab (anticipated to be approximately Tab 55, subject to adjustment as additional documents are finalized or post-closing items are delivered). The numbering follows the categorical organization set forth in the index below.
2.  Tab Labels. Each tab should be labeled with both the tab number and an abbreviated document title. Tab labels should be printed on standard tab divider inserts (Avery-style or equivalent). For example:
•  Tab 1 — Credit Agreement (Execution Version)
•  Tab 6 — Guarantee Agreement (Execution Version)
•  Tab 18 — UCC-1 Financing Statements — New Filings
3.  Sub-Tabs. Sub-tabs (e.g., Tab 4.1, Tab 4.2, Tab 10.1, Tab 10.2, etc.) should be used for groups of similar documents, such as individual subsidiary pledge agreements, individual lender joinder agreements, individual UCC-1 filings, and individual deposit account control agreements. Sub-tab dividers should be a different color or style from the primary tab dividers to allow for easy differentiation within each section.
4.  Consistency. Ensure that tab numbering is consistent across all four binder sets and that the electronic closing binder mirrors the same tab structure.
C. Document Formatting and Quality
1.  Cover Sheets. Each tab should begin with a printed cover sheet listing the following information:
•  Tab number
•  Full document title
•  Date of execution or delivery
•  Parties to the document
•  Any special notation (e.g., "POST-CLOSING ITEM," "CONFIDENTIAL — RESTRICTED DISTRIBUTION")
Cover sheets should be printed on firm letterhead or on a standardized closing binder cover sheet template. A copy of the approved template is available on the firm's document management system under Matter No. 1005-00001, Document ID CB-TEMPLATE-01.
2.  Signature Pages. All signature pages should be included behind the applicable document. Prior to inclusion, verify that all signature blocks are fully executed by all required parties. If any signature page is missing or incomplete, flag the issue immediately and escalate to Sophie Tremblay or Marcus Leung for resolution. Under no circumstances should an unsigned or partially signed document be included in the closing binder without a notation explaining the status and the expected completion date.
3.  Execution Versions Only. Blacklines, comparison drafts, marked-up versions, and internal working drafts are NOT to be included in the closing binder. Only execution versions, final forms, and conformed copies of executed documents should be included. If there is any question as to whether a particular version of a document constitutes the final execution version, confirm with Sophie Tremblay before including the document.
4.  Post-Closing Placeholders. If a document is a post-closing deliverable that has not yet been completed or received as of the date of binder compilation, include a placeholder page in lieu of the document. The placeholder page should be printed on the firm's standardized placeholder template and should be clearly marked:
"POST-CLOSING ITEM — To Be Delivered by [Deadline]"
The placeholder should also include the tab number, the full document title, and the identity of the party responsible for delivery. Upon receipt of the post-closing deliverable, the placeholder should be removed and replaced with the final executed document, and the binder should be updated accordingly.
5.  Document Quality. All documents included in the closing binder should be clean, legible, and free of extraneous markings, sticky notes, or handwritten annotations (other than original signatures). Double-sided printing is acceptable for documents exceeding ten (10) pages, provided that the document remains legible and that signature pages fall on the front of a page.
D. Electronic Closing Binder
1.  Electronic Copies. In addition to the four physical binder sets, compile an electronic closing binder containing PDF copies of all documents included in the physical binders. The electronic closing binder should be organized in folders mirroring the tab structure of the physical binders.
2.  Media. The electronic closing binder should be prepared in two formats:
(a) USB Drives. Prepare six (6) USB drives containing the complete electronic closing binder. Label each USB drive with the matter name, matter number, and closing date. One USB drive should be included with each physical binder set (four total), one USB drive should be delivered to Whitfield & Gage LLP (Margaret Ashby, 51 West 52nd Street, New York, NY 10019), and one USB drive should be delivered to Kellner Brandt & Associates LLP (Patricia Voss, 900 Third Avenue, New York, NY 10022).
(b) Secure File Room Upload. Upload the complete electronic closing binder to the firm's secure file room (Stonefield Systems) under Matter No. 1005-00001. In addition, upload to the transaction data room maintained on Thackeray Solutions (Workspace: NIH Term Loan B — Closing Documents) for access by authorized parties.
3.  File Naming Convention. All electronic files should be named according to the following convention:
"[Tab#]_[abbreviated Title]_[Date].pdf"
For example:
•  01CreditAgreementExecution03282025.pdf
•  04.1LenderJoinderIronwood03282025.pdf
•  16.1MortgageSchaumburgILPOST_CLOSING.pdf
For sub-tabs, include the sub-tab number (e.g., "04.1," "10.3," "18.7"). Dates should be formatted as MMDDYYYY. Abbreviated titles should be descriptive but concise, using underscores in place of spaces.
4.  PDF Quality. All PDFs should be searchable (OCR processed where necessary), bookmarked by document section for documents exceeding twenty-five (25) pages, and scanned at a minimum resolution of 300 DPI for any documents converted from hard copy originals.
E. Deadline
1.  Physical Binder Compilation Target. The target date for completion of the physical closing binder compilation is the end of April 2025. Given the volume of documents and the need to coordinate receipt of certain post-closing items, the paralegal team should plan to commence assembly no later than April 7, 2025, and should target completion of all four sets by April 25, 2025, to allow for quality review prior to distribution.
2.  Electronic Closing Binder Target. The electronic closing binder should be compiled concurrently with the physical binders and should be finalized and uploaded by the same target date.
3.  Coordination. Coordinate with Sophie Tremblay (ext. 4-7231; stremblay@calderwoodharkness.com) for any questions regarding document sourcing, status of post-closing items, or delivery logistics. For questions regarding billing or administrative matters, contact the matter coordinator, Jennifer Yun (ext. 4-8856; jyun@calderwoodharkness.com).
II. CLOSING BINDER INDEX
The following index sets forth all documents to be included in the closing binder, organized by volume and tab number. For each document, the index provides the full document title, date of execution or delivery, parties, and any special notations regarding status or distribution restrictions.
VOLUME I: TRANSACTION / CREDIT DOCUMENTS
Tab 1 — Credit Agreement (Execution Version)
Full Title: Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., a Delaware corporation, as Borrower, the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Crescent Harbor Bank, N.A., as Lead Left Arranger and Sole Bookrunner, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders party thereto from time to time.
Facility: $1,400,000,000 Senior Secured Term Loan B
Governing Law: State of New York
Interest Rate: Term SOFR + 400 basis points; SOFR floor of 0.75%
Maturity Date: March 28, 2032
Anticipated CUSIP: 65432X AA1
LoanX ID: LX-234567
Notes: This is the principal transaction document. The execution version should include all exhibits, schedules, and annexes thereto as delivered at closing. Confirm that the Disclosure Schedules delivered at closing are attached as Schedule I through Schedule IX.
Tab 2 — Commitment Letter
Full Title: Commitment Letter dated February 14, 2025, from Crescent Harbor Bank, N.A. to Nexford Industrial Holdings Inc.
Commitment Amount: $1,400,000,000
Parties: Crescent Harbor Bank, N.A. (committing party) and Nexford Industrial Holdings Inc. (addressee)
Notes: The Commitment Letter was executed prior to the syndication process and reflects the initial underwriting commitment of Crescent Harbor Bank, N.A. for the full facility amount. Include any amendments or supplements to the Commitment Letter, if any.
Tab 3 — Fee Letter
Full Title: Fee Letter dated February 18, 2025, between Nexford Industrial Holdings Inc. and Crescent Harbor Bank, N.A.
Parties: Nexford Industrial Holdings Inc. and Crescent Harbor Bank, N.A.
Key Terms:
•  Arrangement fee: 50 basis points ($7,000,000)
•  Upfront fee to lenders: 100 basis points
•  Original issue discount (OID): 50 basis points ($7,000,000); issue price of 99.50
Notes: CONFIDENTIAL — RESTRICTED DISTRIBUTION. The Fee Letter is subject to confidentiality restrictions and should not be distributed beyond the Borrower, the Administrative Agent, and their respective counsel. Do not include in electronic copies distributed to general syndication lenders. Mark the cover sheet and the first page of the document "CONFIDENTIAL — RESTRICTED DISTRIBUTION."
Tab 4 — Lender Joinder Agreements / Assignment and Acceptance Agreements
Full Title: Lender Joinder Agreements and Assignment and Acceptance Agreements executed in connection with the primary syndication of the $1,400,000,000 Senior Secured Term Loan B.
Parties: Each joining Lender, Crescent Harbor Bank, N.A. as Administrative Agent, and Nexford Industrial Holdings Inc. as Borrower (to the extent Borrower consent was required).
Sub-Tabs:
•  Tab 4.1 — Ironwood Capital Markets, LLC — Commitment Amount: $200,000,000
•  Tab 4.2 — Northvane Securities, Inc. — Commitment Amount: $150,000,000
•  Tab 4.3 — Ridgeline Asset Management, LP — Commitment Amount: $125,000,000
•  Tab 4.4 — Halcyon Credit Partners, LLC — Commitment Amount: $100,000,000
•  Tab 4.5 — Verdant Institutional Investors, LP — Commitment Amount: $100,000,000
•  Tab 4.6 — Cascadia Loan Fund III, LP — Commitment Amount: $75,000,000
•  Tab 4.7 — Bluewater Fixed Income Fund, LP — Commitment Amount: $75,000,000
•  Tab 4.8 — General Syndication Lender Joinders — Remaining approximately $400,000,000 in aggregate commitments from additional syndication participants
Notes: Tab 4.8 should contain a compiled set of all remaining lender joinder agreements and assignment and acceptance agreements for the general syndication tranche. If the number of individual lender joinders under Tab 4.8 is substantial, sub-tab further (e.g., Tab 4.8.1, Tab 4.8.2, etc.) as needed. The aggregate commitments across all lender joinders should total $1,400,000,000, less Crescent Harbor Bank, N.A.'s retained allocation (approximately $175,000,000).
Tab 5 — Intercreditor Agreement (Execution Version)
Full Title: First Lien/Unsecured Intercreditor Agreement dated as of March 28, 2025, among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as Unsecured Notes Trustee, and Nexford Industrial Holdings Inc.
Parties: Crescent Harbor Bank, N.A. (in its capacity as First Lien Collateral Agent under the Credit Agreement), Pinnacle Trust Company (in its capacity as Trustee under the Indenture dated November 8, 2021, governing the $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028 issued by Nexford Industrial Holdings Inc.), and Nexford Industrial Holdings Inc.
Notes: This agreement governs the relative rights and priorities of the First Lien Collateral Agent and the Unsecured Notes Trustee with respect to the assets of the Borrower and the Guarantors. Confirm that the agreement references the correct Indenture date and outstanding principal amount.
VOLUME II: SECURITY, GUARANTEE & COLLATERAL DOCUMENTS
Tab 6 — Guarantee Agreement (Execution Version)
Full Title: Guarantee Agreement dated as of March 28, 2025, among Granite Peak NIH Holdings, LLC, as Holdings Guarantor, each Subsidiary Guarantor party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent.
Parties:
•  Granite Peak NIH Holdings, LLC (Holdings Guarantor)
•  Nexford Precision Components, Inc. (Subsidiary Guarantor)
•  Nexford Engineered Systems, LLC (Subsidiary Guarantor)
•  Nexford Coatings & Surface Technologies, Inc. (Subsidiary Guarantor)
•  Nexford Manufacturing Services, LLC (Subsidiary Guarantor)
•  Nexford Properties, LLC (Subsidiary Guarantor)
•  Nexford International Holdings, Inc. (Subsidiary Guarantor)
•  Clearfield Tool & Die, Inc. (Subsidiary Guarantor)
•  Summit Industrial Fabrication Co. (Subsidiary Guarantor)
•  Ridgepoint Specialty Coatings, LLC (Subsidiary Guarantor)
•  Lakeshore Precision Engineering, Inc. (Subsidiary Guarantor)
•  Crescent Harbor Bank, N.A. (Collateral Agent)
Notes: The Guarantee Agreement provides for a guaranty by Holdings and each of the eleven (11) Subsidiary Guarantors of all Obligations under the Credit Agreement and the other Loan Documents. Confirm that all twelve (12) guarantor signature pages are included and fully executed.
Tab 7 — Security Agreement (Personal Property — Execution Version)
Full Title: Security Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, each Guarantor party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent.
Collateral Description: The Security Agreement grants to the Collateral Agent a first-priority security interest in substantially all personal property of the Borrower and the Guarantors, including without limitation:
•  Accounts receivable
•  Inventory
•  Equipment
•  intellectual property (including patents, trademarks, copyrights, trade secrets, and related rights)
•  Deposit accounts
•  Securities accounts
•  General intangibles
•  Intercompany notes and other instruments
•  Proceeds of all of the foregoing
Notes: Confirm that all schedules to the Security Agreement (including the schedules of commercial tort claims, deposit accounts, securities accounts, and intellectual property) have been completed and are attached.
Tab 8 — Holdings Pledge Agreement (Execution Version)
Full Title: Pledge Agreement dated as of March 28, 2025, by Granite Peak NIH Holdings, LLC, as Pledgor, in favor of Crescent Harbor Bank, N.A., as Collateral Agent.
Pledged Collateral: 100% of the equity interests in Nexford Industrial Holdings Inc. held by Granite Peak NIH Holdings, LLC.
Notes: Confirm that the original stock certificate(s) or membership interest certificate(s) representing the pledged equity interests have been delivered to the Collateral Agent, together with undated stock powers or transfer instruments executed in blank, as required under the Pledge Agreement.
Tab 9 — Borrower Pledge Agreement (Execution Version)
Full Title: Pledge Agreement dated as of March 28, 2025, by Nexford Industrial Holdings Inc., as Pledgor, in favor of Crescent Harbor Bank, N.A., as Collateral Agent.
Pledged Collateral: 100% of the equity interests in each direct domestic subsidiary of Nexford Industrial Holdings Inc.
Notes: Confirm that the Schedule of Pledged Equity Interests attached to the Pledge Agreement lists all direct domestic subsidiaries and that original certificates or equivalent evidence of ownership have been delivered to the Collateral Agent, together with undated transfer instruments executed in blank.
Tab 10 — Subsidiary Pledge Agreements (Execution Versions)
Full Title: Pledge Agreements dated as of March 28, 2025, by each Subsidiary Guarantor, as Pledgor, in favor of Crescent Harbor Bank, N.A., as Collateral Agent, pledging 100% of the equity interests in each such Subsidiary Guarantor's direct domestic subsidiaries (to the extent applicable).
Sub-Tabs:
•  Tab 10.1 — Nexford Precision Components, Inc. (Delaware corporation)
•  Tab 10.2 — Nexford Engineered Systems, LLC (Delaware LLC)
•  Tab 10.3 — Nexford Coatings & Surface Technologies, Inc. (Delaware corporation)
•  Tab 10.4 — Nexford Manufacturing Services, LLC (Illinois LLC)
•  Tab 10.5 — Nexford Properties, LLC (Delaware LLC)
•  Tab 10.6 — Nexford International Holdings, Inc. (Delaware corporation)
•  Tab 10.7 — Clearfield Tool & Die, Inc. (Pennsylvania corporation)
•  Tab 10.8 — Summit Industrial Fabrication Co. (South Carolina corporation)
•  Tab 10.9 — Ridgepoint Specialty Coatings, LLC (Texas LLC)
•  Tab 10.10 — Lakeshore Precision Engineering, Inc. (Michigan corporation)
Notes: Confirm that each Subsidiary Pledge Agreement has been executed by the authorized officer or manager of the applicable Subsidiary Guarantor and that the schedule of pledged equity interests is accurate and complete. Certificates and blank transfer instruments should have been delivered to the Collateral Agent at closing.
Tab 11 — CFC Holdco Limited Pledge Agreement (Execution Version)
Full Title: Limited Pledge Agreement dated as of March 28, 2025, by Nexford International Holdings, Inc., as Pledgor, in favor of Crescent Harbor Bank, N.A., as Collateral Agent.
Pledged Collateral: 65% of the voting equity interests and 100% of the non-voting equity interests in Nexford Canada Holdings ULC, a British Columbia unlimited liability company.
Notes: The pledge of equity interests in Nexford Canada Holdings ULC is limited to 65% of the voting equity and 100% of the non-voting equity in accordance with customary controlled foreign corporation (CFC) holdco limitations designed to avoid deemed repatriation of earnings under Section 956 of the Internal Revenue Code. Confirm that the pledged share certificates (or equivalent) and blank transfer instruments have been delivered.
Tab 12 — Intellectual Property Security Agreement (Execution Version)
Full Title: intellectual Property Security Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, each Guarantor party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent.
Collateral Description: The IP Security Agreement covers all patents, patent applications, trademarks, trademark applications, copyrights, copyright applications, and related intellectual property rights of the Borrower and the Guarantors, as more fully described in the schedules thereto.
Notes: Confirm that the schedules listing all registered patents, patent applications, registered trademarks, trademark applications, and registered copyrights of each Loan Party are complete and attached. The IP Security Agreement is intended to be recorded with the United States Patent and Trademark Office (USPTO) and the United States Copyright Office (USCO) as applicable; confirm whether recordation has been completed or remains a post-closing item.
Tab 13 — Deposit Account Control Agreements (Execution Versions)
Full Title: Deposit Account Control Agreements dated as of March 28, 2025, among the applicable Loan Party, the applicable depositary bank, and Crescent Harbor Bank, N.A., as Collateral Agent.
Sub-Tabs:
•  Tab 13.1 — Deposit Account Control Agreement — Crescent Harbor Bank, N.A. accounts (accounts maintained by the Borrower and certain Guarantors at Crescent Harbor Bank, N.A.)
•  Tab 13.2 — Deposit Account Control Agreement — Redstone National Bank, account ending -4471
•  Tab 13.3 — Deposit Account Control Agreement — Redstone National Bank, account ending -4472
•  Tab 13.4 — Deposit Account Control Agreement — Redstone National Bank, account ending -6633
Notes: Each Deposit Account Control Agreement grants the Collateral Agent "control" (as defined under Article 9 of the UCC) over the applicable deposit account. Verify that all DACAs have been executed by all three parties (Loan Party, depositary bank, and Collateral Agent) and that account numbers and account holder information are accurate.
Tab 14 — Securities Account Control Agreements (Execution Versions)
Full Title: Securities Account Control Agreements dated as of March 28, 2025, among the applicable Loan Party, the applicable securities intermediary, and Crescent Harbor Bank, N.A., as Collateral Agent.
Notes: The Securities Account Control Agreements grant the Collateral Agent "control" (as defined under Article 8 of the UCC) over the securities accounts of the Loan Parties. Verify that all SACAs have been executed by all three parties and that account numbers and account holder information are accurate. If any Loan Party does not maintain a securities account, confirm and note accordingly.
Tab 15 — Intercompany Note (Execution Version)
Full Title: Intercompany Promissory Note dated as of March 28, 2025, evidencing intercompany loans from Nexford Industrial Holdings Inc. to its subsidiaries.
Parties: Nexford Industrial Holdings Inc. (as lender) and each subsidiary borrower party thereto.
Notes: The Intercompany Note has been endorsed and pledged to Crescent Harbor Bank, N.A., as Collateral Agent, pursuant to the Security Agreement and the applicable Pledge Agreement(s). Confirm that the original Intercompany Note bears the required endorsement in blank on the reverse side or on an allonge firmly affixed thereto.
Tab 16 — Mortgages (Post-Closing Items — Due April 30, 2025)
Full Title: Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, in each case dated as of the applicable recording date, made by the applicable Loan Party in favor of Crescent Harbor Bank, N.A., as Collateral Agent.
Sub-Tabs:
•  Tab 16.1 — Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing — 1400 Industrial Parkway, Schaumburg, IL 60173 (Cook County, Illinois). Mortgagor: Nexford Industrial Holdings Inc. Appraised Value: $85,000,000. — POST-CLOSING ITEM — To Be Delivered by April 30, 2025.
•  Tab 16.2 — Mortgage — 2750 Commerce Drive, Rockford, IL 61101 (Winnebago County, Illinois). Mortgagor: Nexford Manufacturing Services, LLC. Appraised Value: $42,000,000. — POST-CLOSING ITEM — To Be Delivered by April 30, 2025.
•  Tab 16.3 — Mortgage — 600 Manufacturers Row, Greenville, SC 29607 (Greenville County, South Carolina). Mortgagor: Summit Industrial Fabrication Co. Appraised Value: $38,000,000. — POST-CLOSING ITEM — To Be Delivered by April 30, 2025.
•  Tab 16.4 — Mortgage — 9100 Westpark Industrial Boulevard, Houston, TX 77063 (Harris County, Texas). Mortgagor: Ridgepoint Specialty Coatings, LLC. Appraised Value: $28,000,000. — POST-CLOSING ITEM — To Be Delivered by April 30, 2025.
Total Appraised Real Property Collateral: $193,000,000
Notes: Insert placeholder pages for each of Tabs 16.1 through 16.4, each marked "POST-CLOSING ITEM — To Be Delivered by April 30, 2025." Drafts of the mortgages have been prepared and are being coordinated with local counsel. Upon recordation and receipt of recorded copies, replace the placeholder pages with the recorded originals or conformed recorded copies and update the binder accordingly.
Tab 17 — Title Insurance Policies (Post-Closing Item — Due April 30, 2025)
Full Title: Lender's Title Insurance Policies issued by Landmark Title Assurance Company for each of the four mortgaged properties described at Tab 16 above.
Sub-Tabs (if applicable):
•  Tab 17.1 — Title Policy — 1400 Industrial Parkway, Schaumburg, IL 60173
•  Tab 17.2 — Title Policy — 2750 Commerce Drive, Rockford, IL 61101
•  Tab 17.3 — Title Policy — 600 Manufacturers Row, Greenville, SC 29607
•  Tab 17.4 — Title Policy — 9100 Westpark Industrial Boulevard, Houston, TX 77063
Notes: POST-CLOSING ITEM — To Be Delivered by April 30, 2025. Title commitments are currently under review from Landmark Title Assurance Company. Insert placeholder pages for each title policy, each marked "POST-CLOSING ITEM — To Be Delivered by April 30, 2025." Upon receipt of the final title policies, replace the placeholder pages and update the binder accordingly.
VOLUME III: UCC FILINGS & LIEN RELEASE DOCUMENTS
Tab 18 — UCC-1 Financing Statements — New Filings (Crescent Harbor Bank, N.A. as Secured Party)
Full Title: UCC-1 Financing Statements filed on March 28, 2025, in connection with the perfection of Crescent Harbor Bank, N.A.'s security interest in the personal property collateral of each Loan Party.
Sub-Tabs:
•  Tab 18.1 — UCC-1 Financing Statement — Delaware Secretary of State — Debtor: Nexford Industrial Holdings Inc. (DE File No. 5765432)
•  Tab 18.2 — UCC-1 Financing Statement — Delaware Secretary of State — Debtor: Granite Peak NIH Holdings, LLC (DE File No. 7234891)
•  Tab 18.3 — UCC-1 Financing Statement — Delaware Secretary of State — Debtor: Nexford Precision Components, Inc.
•  Tab 18.4 — UCC-1 Financing Statement — Delaware Secretary of State — Debtor: Nexford Engineered Systems, LLC
•  Tab 18.5 — UCC-1 Financing Statement — Delaware Secretary of State — Debtor: Nexford Coatings & Surface Technologies, Inc.
•  Tab 18.6 — UCC-1 Financing Statement — Illinois Secretary of State — Debtor: Nexford Manufacturing Services, LLC
•  Tab 18.7 — UCC-1 Financing Statement — Delaware Secretary of State — Debtor: Nexford Properties, LLC
•  Tab 18.8 — UCC-1 Financing Statement — Delaware Secretary of State — Debtor: Nexford International Holdings, Inc.
•  Tab 18.9 — UCC-1 Financing Statement — Pennsylvania Department of State — Debtor: Clearfield Tool & Die, Inc.
•  Tab 18.10 — UCC-1 Financing Statement — South Carolina Secretary of State — Debtor: Summit Industrial Fabrication Co.
•  Tab 18.11 — UCC-1 Financing Statement — Texas Secretary of State — Debtor: Ridgepoint Specialty Coatings, LLC
•  Tab 18.12 — UCC-1 Financing Statement — Michigan Department of State — Debtor: Lakeshore Precision Engineering, Inc.
Filing Date: All filings made March 28, 2025.
Notes: For each sub-tab, include the filed-stamped copy of the UCC-1 Financing Statement or the electronic filing acknowledgment from the applicable Secretary of State or Department of State. Where file numbers have been assigned, note the file number on the cover sheet. Confirm that the collateral description in each UCC-1 is consistent with the Security Agreement and covers "all assets" or the appropriate broad-form description.
Tab 19 — UCC-3 Termination Statements — Atlas Meridian Bank, N.A. Liens
Full Title: UCC-3 Financing Statement Amendments (Terminations) filed to terminate the UCC-1 Financing Statements previously filed in favor of Atlas Meridian Bank, N.A. as secured party in connection with the prior credit facility.
Sub-Tabs:
•  Tab 19.1 — UCC-3 Termination Statements — Delaware Secretary of State (terminating all UCC-1 Financing Statements filed against Delaware-organized Loan Parties in favor of Atlas Meridian Bank, N.A.)
•  Tab 19.2 — UCC-3 Termination Statements — Illinois Secretary of State (terminating all UCC-1 Financing Statements filed against Illinois-organized Loan Parties in favor of Atlas Meridian Bank, N.A.)
•  Tab 19.3 — UCC-3 Termination Statements — Pennsylvania Department of State (terminating all UCC-1 Financing Statements filed against Pennsylvania-organized Loan Parties in favor of Atlas Meridian Bank, N.A.)
•  Tab 19.4 — UCC-3 Termination Statements — South Carolina Secretary of State (if applicable)
•  Tab 19.5 — UCC-3 Termination Statements — Texas Secretary of State (if applicable)
•  Tab 19.6 — UCC-3 Termination Statements — Michigan Department of State (if applicable)
Filing Date: Filed March 31, 2025.
Notes: Filing confirmations are pending for certain jurisdictions. Include filed-stamped copies or electronic filing acknowledgments as received. Where filing confirmations have not yet been received, include a placeholder page marked "POST-CLOSING ITEM — Filing Confirmation Pending" and update the binder upon receipt.
Tab 20 — Payoff Letter — Atlas Meridian Bank, N.A.
Full Title: Payoff Letter dated March 27, 2025, from Atlas Meridian Bank, N.A. to Nexford Industrial Holdings Inc., confirming the payoff amount required to satisfy in full all obligations under the existing first lien credit facility.
Payoff Amount: $879,375,000, consisting of:
•  Principal: $875,000,000
•  Accrued and unpaid interest: approximately $4,375,000
Existing Facility Being Paid Off: Credit Agreement dated as of June 14, 2019 (as amended by the First Amendment dated March 5, 2020, the Second Amendment dated August 21, 2021, the Third Amendment dated January 15, 2023, and the Fourth Amendment dated September 12, 2024), 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.
Notes: The Payoff Letter also confirms the termination of the existing $190,000,000 revolving credit facility (with $0 drawn and outstanding as of the payoff date). Confirm that the Payoff Letter has been executed by Atlas Meridian Bank, N.A. and that the wire instructions included therein match the wire instructions set forth at Tab 42.2.
Tab 21 — Lien Release Authorization Letter — Atlas Meridian Bank, N.A.
Full Title: Lien Release Authorization Letter dated March 27, 2025, from Atlas Meridian Bank, N.A. to Nexford Industrial Holdings Inc.
Notes: The Lien Release Authorization Letter authorizes the release and termination of all liens and security interests held by or on behalf of Atlas Meridian Bank, N.A. upon receipt of the payoff amount specified in the Payoff Letter (Tab 20). This letter serves as the authorization for the filing of the UCC-3 Termination Statements at Tab 19 and for the release of any mortgages, pledges, or other security interests granted to Atlas Meridian Bank, N.A. under the prior credit facility. Confirm that the letter is executed by an authorized officer of Atlas Meridian Bank, N.A.
VOLUME IV: CERTIFICATES, OPINIONS & RESOLUTIONS
Tab 22 — Closing Certificate of the Borrower
Full Title: Closing Certificate of Nexford Industrial Holdings Inc. dated March 28, 2025, executed pursuant to Section 4.01 of the Credit Agreement, certifying the satisfaction of all conditions precedent to the initial borrowing under the Credit Agreement.
Signatory: David Engstrom, General Counsel & Corporate Secretary, or Michelle Kaplan, Chief Financial Officer.
Notes: The Closing Certificate certifies, among other things, that all conditions precedent set forth in Article IV of the Credit Agreement have been satisfied or waived as of the Closing Date, including delivery of all required documents, receipt of all required consents and approvals, and accuracy of representations and warranties.
Tab 23 — Officer's Certificate of the Borrower — Representations and Warranties; No Default
Full Title: Officer's Certificate of Nexford Industrial Holdings Inc. dated March 28, 2025, certifying that (i) all representations and warranties of the Borrower and each Guarantor set forth in Article V of the Credit Agreement and in each other Loan Document are true and correct in all material respects as of the Closing Date (or, in the case of any representation or warranty qualified by materiality, true and correct in all respects), and (ii) no Default or Event of Default has occurred and is continuing, or would result from the initial borrowing under the Credit Agreement.
Signatory: Michelle Kaplan, Chief Financial Officer
Tab 24 — Secretary's Certificate of the Borrower
Full Title: Secretary's Certificate of Nexford Industrial Holdings Inc. dated March 28, 2025.
Signatory: David Engstrom, General Counsel & Corporate Secretary
Attachments:
(a) Incumbency certificate certifying the names, titles, and specimen signatures of the officers of the Borrower authorized to execute the Credit Agreement and the other Loan Documents on behalf of the Borrower.
(b) Certified copy of the resolutions of the Board of Directors of Nexford Industrial Holdings Inc. adopted on January 13, 2025, authorizing the execution, delivery, and performance of the Credit Agreement, the Guarantee Agreement, the Security Agreement, and each of the other Loan Documents to which the Borrower is or will be a party, and the consummation of the transactions contemplated thereby, including without limitation the borrowing of $1,400,000,000 under the Term Loan B facility, the refinancing of the existing Atlas Meridian Bank, N.A. credit facility, and the payment of the dividend to Granite Peak NIH Holdings, LLC.
(c) Certified copy of the Certificate of Incorporation of Nexford Industrial Holdings Inc., as amended and in effect as of the Closing Date.
(d) Certified copy of the Bylaws of Nexford Industrial Holdings Inc., as amended and in effect as of the Closing Date.
Tab 25 — Secretary's / Authorized Person's Certificate of Granite Peak NIH Holdings, LLC
Full Title: Authorized Person's Certificate of Granite Peak NIH Holdings, LLC dated March 28, 2025.
Attachments:
(a) Incumbency certificate certifying the names, titles, and specimen signatures of the authorized persons of Granite Peak NIH Holdings, LLC authorized to execute the Guarantee Agreement, the Pledge Agreement, and the other Loan Documents on its behalf.
(b) Certified copy of the written consent of the managing member of Granite Peak NIH Holdings, LLC dated January 13, 2025, authorizing the execution, delivery, and performance of the Guarantee Agreement, the Holdings Pledge Agreement, and each of the other Loan Documents to which Holdings is or will be a party, and the consummation of the transactions contemplated thereby.
(c) Certified copy of the Certificate of Formation of Granite Peak NIH Holdings, LLC, as amended and in effect as of the Closing Date.
(d) Certified copy of the Limited Liability Company Agreement of Granite Peak NIH Holdings, LLC, as amended and in effect as of the Closing Date.
Tab 26 — Secretary's / Authorized Person's Certificates — Subsidiary Guarantors
Full Title: Secretary's Certificates or Authorized Person's Certificates of each Subsidiary Guarantor, each dated March 28, 2025.
Sub-Tabs:
•  Tab 26.1 — Nexford Precision Components, Inc.
•  Tab 26.2 — Nexford Engineered Systems, LLC
•  Tab 26.3 — Nexford Coatings & Surface Technologies, Inc.
•  Tab 26.4 — Nexford Manufacturing Services, LLC
•  Tab 26.5 — Nexford Properties, LLC
•  Tab 26.6 — Nexford International Holdings, Inc.
•  Tab 26.7 — Clearfield Tool & Die, Inc.
•  Tab 26.8 — Summit Industrial Fabrication Co.
•  Tab 26.9 — Ridgepoint Specialty Coatings, LLC
•  Tab 26.10 — Lakeshore Precision Engineering, Inc.
Notes: A total of ten (10) certificates, one per Subsidiary Guarantor (Holdings is addressed separately at Tab 25, and the Borrower at Tab 24). Each certificate should include an incumbency certificate, certified copy of board or manager/member resolutions authorizing execution of the applicable Loan Documents, and certified copies of organizational documents (certificate of incorporation or formation and bylaws or LLC agreement). Confirm that the total count of Subsidiary Guarantor certificates is consistent with the eleven (11) Subsidiary Guarantors listed in the Guarantee Agreement (note: the Guarantee Agreement lists Holdings plus 11 Subsidiary Guarantors, meaning 10 operating subsidiaries plus Nexford International Holdings, Inc.; verify that no entity is duplicated).
Tab 27 — Solvency Certificate
Full Title: Solvency Certificate of Nexford Industrial Holdings Inc. dated March 28, 2025.
Signatory: Michelle Kaplan, Chief Financial Officer
Notes: The Solvency Certificate certifies that, after giving effect to the transactions contemplated by the Credit Agreement (including the borrowing of the Term Loan B, the payoff of the existing Atlas Meridian Bank, N.A. credit facility, and the payment of the dividend to Holdings), (i) the fair value of the consolidated assets of the Borrower and its subsidiaries exceeds the total amount of their consolidated liabilities (including contingent liabilities), (ii) the present fair salable value of the consolidated assets of the Borrower and its subsidiaries is not less than the amount that will be required to pay the probable liability on their consolidated debts and other liabilities as they become absolute and matured, (iii) the Borrower and its subsidiaries, taken as a whole, are able to pay their debts and other liabilities as they mature, and (iv) the Borrower and its subsidiaries, taken as a whole, are not engaged in any business or transaction for which their property constitutes unreasonably small capital.
Tab 28 — Borrower's Certificate — Pro Forma Compliance (Leverage Ratios)
Full Title: Pro Forma Compliance Certificate of Nexford Industrial Holdings Inc. dated March 28, 2025.
Signatory: Michelle Kaplan, Chief Financial Officer
Key Calculations:
•  Pro forma first lien net leverage ratio: approximately 3.38x, calculated as ($1,400,000,000 in first lien debt less $100,000,000 in unrestricted cash and cash equivalents) divided by $385,000,000 in Consolidated EBITDA for the trailing four fiscal quarter period ending December 31, 2024. Result: ($1,300,000,000 ÷ $385,000,000) = approximately 3.38x.
•  Pro forma total net leverage ratio: approximately 4.03x, calculated as ($1,400,000,000 in first lien debt plus $250,000,000 in senior unsecured notes less $100,000,000 in unrestricted cash and cash equivalents) divided by $385,000,000 in Consolidated EBITDA for the trailing four fiscal quarter period ending December 31, 2024. Result: ($1,550,000,000 ÷ $385,000,000) = approximately 4.03x.
•  Both ratios are below the 5.00x maximum first lien net leverage covenant threshold set forth in Section 7.11 of the Credit Agreement (springing covenant).
Tab 29 — Borrower's Certificate — Use of Proceeds Compliance (Sanctions / OFAC / Anti-Corruption)
Full Title: Certificate of Nexford Industrial Holdings Inc. dated March 28, 2025, regarding compliance with applicable Sanctions, anti-corruption laws, and anti-money laundering laws.
Notes: The certificate certifies that the Borrower, its subsidiaries, and their respective officers, directors, and, to the knowledge of the Borrower, employees and agents, are in compliance with (i) all Sanctions laws, regulations, and executive orders administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), the U.S. Department of State, the United Nations Security Council, the European Union, and Her Majesty's Treasury, (ii) the Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1, et seq.) (FCPA), and (iii) all applicable anti-money laundering laws, including the USA PATRIOT Act (Title III of Pub. L. 107-56) and the Bank Secrecy Act (31 U.S.C. §§ 5311-5330). The certificate further certifies that no part of the proceeds of the Term Loan B will be used, directly or indirectly, in violation of any of the foregoing.
Tab 30 — Board Resolutions of the Borrower (Nexford)
Full Title: Resolutions of the Board of Directors of Nexford Industrial Holdings Inc. adopted January 13, 2025.
Certified by: David Engstrom, General Counsel & Corporate Secretary, as of March 28, 2025.
Notes: The resolutions authorize the $1,400,000,000 Term Loan B refinancing, the dividend recapitalization, and the execution, delivery, and performance by the Borrower of the Credit Agreement, the Guarantee Agreement (to the extent applicable), the Security Agreement, the Pledge Agreements, and each of the other Loan Documents to which the Borrower is or will be a party, and the consummation of the transactions contemplated thereby. A certified copy of the resolutions is attached to the Secretary's Certificate at Tab 24; a standalone copy is included at this tab for reference.
Tab 31 — Manager/Member Resolutions of Granite Peak NIH Holdings, LLC
Full Title: Written Consent of the Managing Member of Granite Peak NIH Holdings, LLC dated January 13, 2025.
Certified by: Authorized Person of Granite Peak NIH Holdings, LLC, as of March 28, 2025.
Notes: The written consent authorizes the guarantee by Holdings of the Borrower's obligations under the Credit Agreement, the pledge by Holdings of its equity interests in the Borrower pursuant to the Holdings Pledge Agreement, and the execution, delivery, and performance by Holdings of the Guarantee Agreement, the Holdings Pledge Agreement, and each of the other Loan Documents to which Holdings is or will be a party, and the consummation of the transactions contemplated thereby.
Tab 32 — Board/Manager Resolutions of Each Subsidiary Guarantor
Full Title: Compilation of resolutions (board resolutions for corporate entities, manager/member resolutions or written consents for LLC entities) of each of the eleven (11) Subsidiary Guarantors.
Notes: Each set of resolutions authorizes the execution, delivery, and performance by the applicable Subsidiary Guarantor of the Guarantee Agreement, the Security Agreement, the applicable Subsidiary Pledge Agreement, and each of the other Loan Documents to which such Subsidiary Guarantor is or will be a party. Each set of resolutions has been certified as of March 28, 2025, by the secretary or authorized person of the applicable Subsidiary Guarantor. Standalone copies are included at this tab for reference; certified copies are also attached to the corresponding certificates at Tab 26.
Tab 33 — Good Standing Certificates — All Loan Parties
Full Title: Good Standing Certificates (or Certificates of Existence, Certificates of Status, or equivalent, as applicable) for each Loan Party, issued by the Secretary of State (or equivalent governmental authority) of the jurisdiction of organization of such Loan Party.
Jurisdictions:
•  Delaware: Nexford Industrial Holdings Inc., Granite Peak NIH Holdings, LLC, Nexford Precision Components, Inc., Nexford Engineered Systems, LLC, Nexford Coatings & Surface Technologies, Inc., Nexford Properties, LLC, Nexford International Holdings, Inc. — Certificates issued by the Delaware Secretary of State, Division of Corporations.
•  Illinois: Nexford Manufacturing Services, LLC — Certificate issued by the Illinois Secretary of State.
•  Pennsylvania: Clearfield Tool & Die, Inc. — Certificate issued by the Pennsylvania Department of State.
•  South Carolina: Summit Industrial Fabrication Co. — Certificate issued by the South Carolina Secretary of State.
•  Texas: Ridgepoint Specialty Coatings, LLC — Certificate issued by the Texas Secretary of State.
•  Michigan: Lakeshore Precision Engineering, Inc. — Certificate issued by the Michigan Department of Licensing and Regulatory Affairs, Corporations Division.
Notes: All good standing certificates should be dated within five (5) business days of the Closing Date (i.e., dated no earlier than March 21, 2025). Verify that each certificate confirms that the applicable entity is in good standing (or equivalent status) in its jurisdiction of organization. If any entity is qualified to do business in additional jurisdictions, foreign qualification good standing certificates from such jurisdictions should also be obtained and included.
Tab 34 — Certified Copies of Organizational Documents — All Loan Parties
Full Title: Certified copies of the Certificates of Incorporation or Certificates of Formation, and Bylaws or Limited Liability Company Agreements, for each Loan Party, obtained from the Secretary of State (or equivalent governmental authority) of the jurisdiction of organization of such Loan Party.
Notes: For corporate entities, include the certified copy of the Certificate of Incorporation (including all amendments thereto) obtained from the Secretary of State, together with a copy of the Bylaws certified by the corporate secretary. For LLC entities, include the certified copy of the Certificate of Formation (including all amendments thereto) obtained from the Secretary of State, together with a copy of the Limited Liability Company Agreement certified by an authorized person. Certified copies of organizational documents are also attached to the corresponding Secretary's or Authorized Person's Certificates at Tabs 24, 25, and 26; standalone copies are included at this tab for completeness.
Tab 35 — Bring-Down Good Standing Certificates and Lien Search Confirmation
Full Title: Bring-Down Good Standing Certificates and Lien Search Confirmation dated March 27, 2025.
Notes: This tab includes (i) bring-down good standing certificates for each Loan Party dated March 27, 2025, confirming continued good standing as of a date within one (1) business day of the Closing Date, and (ii) confirmation from the UCC search provider (or from counsel) that no intervening UCC filings or other liens have been filed against any Loan Party between the date of the initial lien searches and the Closing Date. The lien search confirmation should cover all jurisdictions in which UCC-1 Financing Statements were filed.
Tab 36 — Opinion Back-Up Certificate of Borrower
Full Title: Factual Certificate of Nexford Industrial Holdings Inc. dated March 28, 2025, delivered to Calderwood & Harkness LLP as a basis for certain factual assumptions and representations upon which counsel relies in rendering the legal opinions delivered at closing.
Signatory: David Engstrom, General Counsel & Corporate Secretary, and/or Michelle Kaplan, Chief Financial Officer.
Notes: The Opinion Back-Up Certificate provides factual representations regarding, among other things, the organization and good standing of the Borrower and each Guarantor, the authorization of the transactions, the absence of conflicts with organizational documents and material agreements, and such other factual matters as are customary for opinion support in leveraged finance transactions. This certificate is prepared for the benefit of opinion counsel and is not typically distributed to third parties.
Tab 37 — Legal Opinion of Calderwood & Harkness LLP — Enforceability (NY Law)
Full Title: Opinion letter dated March 28, 2025, from Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017, addressed to Crescent Harbor Bank, N.A., as Administrative Agent, on behalf of the Lenders.
Opinion Covers:
•  Enforceability of the Credit Agreement, the Guarantee Agreement, and the other Loan Documents governed by New York law, subject to customary qualifications, assumptions, and exceptions (including bankruptcy, insolvency, and equitable principles qualifications).
•  Absence of conflicts between the execution, delivery, and performance of the Loan Documents and applicable New York law.
•  Such other matters as are customary for New York law enforceability opinions in leveraged finance transactions.
Tab 38 — Legal Opinion of Calderwood & Harkness LLP — Security Interest Perfection (NY UCC)
Full Title: Opinion letter dated March 28, 2025, from Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017, addressed to Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, on behalf of the Lenders.
Opinion Covers:
•  Perfection of security interests in personal property collateral under the New York Uniform Commercial Code (N.Y. UCC) upon the filing of UCC-1 Financing Statements in the applicable jurisdictions and/or delivery of pledged collateral (certificated securities, instruments, and chattel paper) to the Collateral Agent.
•  Priority of the Collateral Agent's security interests, subject to customary assumptions and exceptions (including Permitted Liens as defined in the Credit Agreement).
•  Such other matters relating to the creation, attachment, perfection, and priority of security interests as are customary for UCC perfection opinions in leveraged finance transactions.
Tab 39 — Legal Opinion of Hargrove & Whitmore LLP — Illinois Law
Full Title: Opinion letter dated March 28, 2025, from Hargrove & Whitmore LLP (Robert Kimura, Partner), 233 South Wacker Drive, Suite 4500, Chicago, IL 60606, addressed to Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, on behalf of the Lenders.
Opinion Covers:
•  Enforceability of the Loan Documents under Illinois law, to the extent governed by Illinois law.
•  Perfection of security interests in personal property collateral of Illinois-organized entities under the Illinois Uniform Commercial Code (810 ILCS 5/) upon the filing of UCC-1 Financing Statements with the Illinois Secretary of State.
•  Such other matters relating to Illinois law as are customary for leveraged finance transactions involving Illinois-organized entities.
Tab 40 — Legal Opinion of Briarcliff Legal Group PA — Delaware Law Entity Opinions
Full Title: Opinion letter dated March 28, 2025, from Briarcliff Legal Group PA (Catherine Ellsworth, Partner), 1000 North King Street, Wilmington, DE 19801, addressed to Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, on behalf of the Lenders.
Opinion Covers:
•  Due organization, valid existence, and good standing under the laws of the State of Delaware of each Delaware-organized Loan Party (including Nexford Industrial Holdings Inc., Granite Peak NIH Holdings, LLC, Nexford Precision Components, Inc., Nexford Engineered Systems, LLC, Nexford Coatings & Surface Technologies, Inc., Nexford Properties, LLC, and Nexford International Holdings, Inc.).
•  Corporate or limited liability company authority and power of each Delaware-organized Loan Party to execute, deliver, and perform the Loan Documents to which it is a party.
•  Such other matters relating to Delaware entity law as are customary for leveraged finance transactions involving Delaware-organized entities.
VOLUME V: ANCILLARY DOCUMENTS, FUNDS FLOW & POST-CLOSING
Tab 41 — Funds Flow Memorandum (Execution Version)
Full Title: Funds Flow Memorandum — Final Execution Version — dated March 27, 2025, signed by all parties.
Sources and Uses of Funds:
Notes: Confirm that the execution version of the Funds Flow Memorandum bears the signatures or acknowledgments of representatives of the Borrower, the Administrative Agent, the Sponsor, and other relevant parties, and that the wire instructions cross-referenced therein are consistent with those set forth at Tab 42.
Tab 42 — Wire Transfer Instructions
Full Title: Wire Transfer Instructions for the closing of the $1,400,000,000 Senior Secured Term Loan B.
Sub-Tabs:
•  Tab 42.1 — Wire Transfer Instructions — Nexford Industrial Holdings Inc. (receiving loan proceeds into the Borrower's designated deposit account)
•  Tab 42.2 — Wire Transfer Instructions — Atlas Meridian Bank, N.A. (payoff wire — $879,375,000 to be wired to Atlas Meridian Bank, N.A. to satisfy in full the existing first lien term loan)
•  Tab 42.3 — Wire Transfer Instructions — Granite Peak NIH Holdings, LLC (dividend payment — approximately $335,000,000 to be wired to Holdings' designated account)
Notes: Verify that the wire transfer instructions at each sub-tab are consistent with those referenced in the Funds Flow Memorandum (Tab 41) and the Payoff Letter (Tab 20). Confirm that all wires were initiated and confirmed on the Closing Date.
Tab 43 — Signature Pages — Credit Agreement
Full Title: Compiled executed signature pages for the Credit Agreement.
Parties:
•  Nexford Industrial Holdings Inc. (Borrower)
•  All Guarantors party thereto
•  Crescent Harbor Bank, N.A. (Administrative Agent and Collateral Agent)
•  Each Lender party thereto
Notes: Signature pages were circulated on March 25, 2025, and executed on March 28, 2025. Include all original (or conformed) signature pages in the order in which they appear in the Credit Agreement. Where signature pages were delivered electronically via Brightwater Software or other e-signature platform, include printed copies of the electronically signed pages with a notation indicating the method of execution.
Tab 44 — Signature Pages — Guarantee Agreement
Full Title: Compiled executed signature pages for the Guarantee Agreement.
Parties:
•  Granite Peak NIH Holdings, LLC (Holdings Guarantor)
•  Each Subsidiary Guarantor
•  Crescent Harbor Bank, N.A. (Collateral Agent)
Tab 45 — Signature Pages — Security Agreement, Pledge Agreements, IP Security Agreement
Full Title: Compiled executed signature pages for the Security Agreement, all Pledge Agreements (including the Holdings Pledge Agreement, Borrower Pledge Agreement, all Subsidiary Pledge Agreements, and the CFC Holdco Limited Pledge Agreement), and the intellectual Property Security Agreement.
Notes: Organize signature pages by document, with a divider separating each set of signature pages. Verify that all signature blocks for all parties to each document are fully executed.
Tab 46 — Signature Pages — Intercreditor Agreement
Full Title: Compiled executed signature pages for the First Lien/Unsecured Intercreditor Agreement.
Parties:
•  Crescent Harbor Bank, N.A. (First Lien Collateral Agent)
•  Pinnacle Trust Company (Unsecured Notes Trustee)
•  Nexford Industrial Holdings Inc.
Tab 47 — Engagement Letter — Calderwood & Harkness LLP to Nexford Industrial Holdings Inc.
Full Title: Engagement Letter dated February 3, 2025, from Calderwood & Harkness LLP to Nexford Industrial Holdings Inc.
Key Details:
•  Matter Number: 1005-00001
•  Responsible Partner: Claudia Merritt
•  Billing Partner: Ian Blackwood
•  Scope: Representation of Nexford Industrial Holdings Inc. in connection with the refinancing of its existing first lien credit facility and the related dividend recapitalization transaction.
Tab 48 — Post-Closing Obligations Letter
Full Title: Post-Closing Obligations Letter dated March 31, 2025, from Calderwood & Harkness LLP to Nexford Industrial Holdings Inc.
Key Outstanding Post-Closing Deliverables:
•  Recorded mortgages for the four mortgaged properties (Tabs 16.1–16.4) — Due by April 30, 2025. Drafts have been prepared and are being coordinated with local counsel, including Hargrove & Whitmore LLP (Robert Kimura) for the Illinois filings.
•  Lender's title insurance policies from Landmark Title Assurance Company for each of the four mortgaged properties (Tab 17) — Due by April 30, 2025. Title commitments are currently under review.
•  UCC-3 Termination Statements for all Atlas Meridian Bank, N.A. liens (Tab 19) — Filed March 31, 2025. Filing confirmations to be inserted into the closing binder upon receipt.
•  Original document deliveries (e.g., original stock certificates, endorsed intercompany notes) to the extent not delivered at closing — Due by April 30, 2025.
Tab 49 — Post-Closing Checklist and Tracker
Full Title: Post-Closing Checklist and Tracker dated March 31, 2025.
Format: Printed version of the Excel spreadsheet tracking all post-closing items, including a description of each item, the responsible party, the applicable deadline, and the current status.
Notes: The Post-Closing Checklist and Tracker is maintained as a living document on the firm's document management system under Matter No. 1005-00001, Document ID PC-TRACKER-01. The printed version included in the closing binder reflects the status of post-closing items as of March 31, 2025. The tracker should be updated as post-closing items ar