MEMORANDUM

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
To: Permanent Client Files — Matter No. 1005-00001
From: Claudia Merritt, Responsible Partner; Marcus Leung, Lead Associate — Calderwood & Harkness LLP
Date: April 2025
Re: Final Transaction Summary — Nexford Industrial Holdings Inc. $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization
Billing Partner Client/Matter Code: IBL-NIH-2025-031
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I. Purpose and Scope of Memorandum
This memorandum is prepared for the permanent client files of Calderwood & Harkness LLP in connection with its representation of Nexford Industrial Holdings Inc. ("Nexford," the "Borrower," or the "Company") in the $1,400,000,000 senior secured Term Loan B refinancing and dividend recapitalization (the "Transaction"). The memorandum is intended to serve as a comprehensive record of the Transaction for institutional knowledge, future reference, and matter archival purposes, and to provide a single, consolidated narrative overview of all material aspects of the engagement, including the parties, the transaction structure, the key terms of the governing documents, the security and guarantee package, the closing deliverables, post-closing obligations, and other matters of significance.
Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017, served as counsel to the Borrower in connection with the Transaction. This memorandum should be read in conjunction with the closing binder and index, which contains copies of all executed documents, certificates, legal opinions, UCC filings, and ancillary deliverables.
The matter was opened on February 3, 2025, under Matter Number 1005-00001 (Billing Partner Client/Matter Code: IBL-NIH-2025-031). Closing occurred on March 28, 2025. Post-closing deliverables, principally consisting of mortgage recordings and the delivery of lender's title insurance policies for the four mortgaged properties, are due through April 30, 2025.
This memorandum is protected by the attorney-client privilege and constitutes attorney work product. It is intended solely for the internal records of Calderwood & Harkness LLP and should not be disclosed to any third party without the prior written consent of the Responsible Partner and, where applicable, the client.
II. Executive Summary
On March 28, 2025, Nexford Industrial Holdings Inc., a Delaware corporation headquartered at 1400 Industrial Parkway, Schaumburg, Illinois 60173, entered into a $1,400,000,000 senior secured Term Loan B credit facility (the "Term Loan B" or the "Facility") pursuant to a Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford, as the Borrower, Granite Peak NIH Holdings, LLC, as Holdings, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the several lenders and other parties thereto.
Crescent Harbor Bank, N.A., a national banking association with its principal office at 320 Federal Street, Boston, Massachusetts 02110, served as the sole lead left arranger and bookrunner, administrative agent, and collateral agent for the Facility. Ironwood Capital Markets, LLC and Northvane Securities, Inc. served as joint lead arrangers in connection with the syndication of the Facility.
The proceeds of the Term Loan B were applied as follows:
(a) to refinance $879,375,000 of existing first lien indebtedness (including accrued and unpaid interest of approximately $4,375,000) outstanding under the Existing Credit Agreement (as defined below) held by Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto;
(b) to terminate Nexford's existing $190,000,000 revolving credit facility under the Existing Credit Agreement, which was undrawn at closing;
(c) to fund an approximately $335,000,000 dividend distribution to Granite Peak NIH Holdings, LLC (and thence to Granite Peak Capital Partners, LP and its co-investors through Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP);
(d) to pay approximately $38,625,000 in transaction fees and expenses, consisting of the arrangement fee payable to Crescent Harbor Bank, N.A., the original issue discount, legal and advisory fees, and other customary closing costs; and
(e) to deposit approximately $147,000,000 to the Borrower's balance sheet for general corporate purposes.
The Transaction represents both a refinancing of Nexford's existing capital structure and a dividend recapitalization returning capital to the private equity sponsor, Granite Peak Capital Partners, LP. The combined effect of the Transaction was to (i) extend the maturity of Nexford's first lien term loan indebtedness from June 2026 to March 2032, (ii) eliminate the existing revolving credit facility (while preserving the ability to add a revolving facility through the incremental provisions of the Credit Agreement), and (iii) distribute approximately $335,000,000 to the equity holders of Holdings.
Nexford's $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028, for which Pinnacle Trust Company serves as trustee and paying agent, were not refinanced in connection with the Transaction and remain outstanding. The relationship between the first lien secured parties and the holders of the Senior Unsecured Notes is governed by a First Lien/Unsecured Intercreditor Agreement executed concurrently with the closing of the Transaction.
The Credit Agreement and all related Loan Documents are governed by the laws of the State of New York.
III. The Parties
A. Borrower — Nexford Industrial Holdings Inc.
Nexford Industrial Holdings Inc. is a corporation organized and existing under the laws of the State of Delaware, with employer identification number 36-4178552 and Delaware Division of Corporations File Number 5765432. Nexford's principal executive offices are located at 1400 Industrial Parkway, Schaumburg, Illinois 60173, and its registered agent for service of process in Delaware is Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801.
Nexford operates as a diversified industrials and specialty manufacturing platform. The Company was founded in 1987 and has grown through a combination of organic investment and strategic acquisitions to become a significant participant in the North American specialty manufacturing sector. As of the date of closing, Nexford operates 14 manufacturing facilities across North America and employs approximately 8,400 individuals.
The Company's operations are organized into three distinct operating segments:
•  Precision Components (approximately 52% of total revenue): Designs and manufactures high-tolerance machined and fabricated components for aerospace, defense, and industrial end-markets.
•  Engineered Systems (approximately 31% of total revenue): Produces integrated engineered systems, assemblies, and sub-assemblies for the energy, transportation, and infrastructure sectors.
•  Industrial Coatings & Surface Technologies (approximately 17% of total revenue): Provides specialty coating, surface treatment, and finishing services for a broad range of industrial applications.
For the twelve months ended December 31, 2024, Nexford reported total revenue of approximately $2,100,000,000 and Adjusted EBITDA of approximately $385,000,000, consisting of $357,000,000 in reported EBITDA plus $28,000,000 in permitted add-backs under the Credit Agreement (as described in greater detail in Section V.I below).
Key officers of the Borrower are as follows:
B. Holdings / Direct Parent — Granite Peak NIH Holdings, LLC
Granite Peak NIH Holdings, LLC ("Holdings") is a limited liability company organized and existing under the laws of the State of Delaware, with employer identification number 85-3291047 and Delaware Division of Corporations File Number 7234891. Holdings' registered address in Delaware is c/o Penmark Industries, 1209 Orange Street, Wilmington, Delaware 19801.
Holdings is the 100% direct owner of all issued and outstanding equity interests in Nexford and serves as the Holdings Guarantor under the Credit Agreement and the Guarantee Agreement. Holdings is a special-purpose holding company with no material operations or assets other than its equity interest in Nexford.
The equity interests in Holdings are owned as follows:
•  Granite Peak Capital Fund IV, LP (a Delaware limited partnership): 92% equity ownership of Holdings.
•  GP Fund IV Co-Invest, LP (a Delaware limited partnership): 8% equity ownership of Holdings.
Both Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP are managed by their general partner, Granite Peak Capital GP IV, LLC, a Delaware limited liability company.
C. Private Equity Sponsor — Granite Peak Capital Partners, LP
Granite Peak Capital Partners, LP ("Granite Peak" or the "Sponsor") is a Delaware limited partnership and private equity firm with approximately $14.5 billion in assets under management across five institutional funds. Granite Peak's principal office is located at 600 Steamboat Road, Suite 300, Greenwich, Connecticut 06830.
Granite Peak acquired Nexford in January 2019 through Granite Peak Capital Fund IV, LP for an aggregate enterprise value of approximately $1,650,000,000, with an equity investment of approximately $725,000,000. The acquisition was funded through a combination of Fund IV equity, co-investment capital, and the first lien credit facilities provided by Atlas Meridian Bank, N.A. under the Existing Credit Agreement.
Granite Peak's co-founders and managing partners are Derek Calloway and Vanessa Liu. The deal team lead for the Nexford investment is Ryan Ostrowski, Principal at Granite Peak.
As a result of the Transaction, cumulative distributions to the equity holders of Holdings (and thence to Granite Peak and its co-investors) total approximately $610,000,000, consisting of approximately $275,000,000 from a prior dividend recapitalization completed in 2021 and approximately $335,000,000 from the current Transaction. At these distribution levels, Granite Peak has received approximately 84% of its original equity investment in the form of cash distributions, while retaining 100% ownership of the Company.
Granite Peak's counsel in connection with the Transaction was Kellner Brandt & Associates LLP (Patricia Voss, lead partner).
D. Administrative Agent and Collateral Agent — Crescent Harbor Bank, N.A.
Crescent Harbor Bank, N.A. is a national banking association with its principal office at 320 Federal Street, Boston, Massachusetts 02110. Crescent Harbor served in the following capacities in connection with the Transaction:
•  Sole lead left arranger and bookrunner;
•  Administrative agent under the Credit Agreement; and
•  Collateral agent under the Credit Agreement, the Security Agreement, and related collateral documents.
Crescent Harbor provided the full $1,400,000,000 commitment for the Facility pursuant to the Commitment Letter dated February 14, 2025, with a target final hold of approximately $175,000,000 following the completion of the syndication process. The arrangement fee payable to Crescent Harbor was 50 basis points of the aggregate Facility amount, or $7,000,000.
The Crescent Harbor deal team for the Transaction consisted of Elaine Prescott, Managing Director, Leveraged Finance Origination, and Thomas Nakamura, Director, Loan Syndication. Crescent Harbor's legal counsel in connection with the Transaction was Whitfield & Gage LLP, 51 West 52nd Street, New York, New York 10019, with Margaret Ashby serving as lead partner and Jonathan Ferris as working associate.
E. Existing Lender / Agent (Refinanced) — Atlas Meridian Bank, N.A.
Atlas Meridian Bank, N.A. is a national banking association with its principal office at 500 Liberty Avenue, Pittsburgh, Pennsylvania 15222. Atlas Meridian served as the administrative agent and collateral agent under Nexford's existing Credit Agreement dated as of June 14, 2019 (as amended through the Fourth Amendment dated September 12, 2024, the "Existing Credit Agreement").
The Existing Credit Agreement provided for the following facilities:
•  A $875,000,000 first lien term loan with a maturity date of June 2026; and
•  A $190,000,000 revolving credit facility with a maturity date of June 2025.
The Existing Credit Agreement was amended on four occasions: the First Amendment (March 20, 2020), the Second Amendment (November 8, 2021), the Third Amendment (April 15, 2023), and the Fourth Amendment (September 12, 2024). Among other things, the Fourth Amendment waived the prepayment premium that would otherwise have been applicable to the prepayment of the existing first lien term loan, which facilitated the refinancing effected by the Transaction.
At closing, the aggregate payoff amount under the Existing Credit Agreement was $879,375,000, consisting of $875,000,000 in outstanding principal on the first lien term loan and approximately $4,375,000 in accrued and unpaid interest. The revolving credit facility was undrawn at closing, and the revolving commitments were terminated in their entirety upon the repayment of the first lien term loan.
A payoff letter was delivered by Atlas Meridian on March 27, 2025, and a lien release authorization letter was executed concurrently therewith. UCC-3 Termination Statements for Atlas Meridian's liens were filed on March 31, 2025, in Delaware, Illinois, and Pennsylvania.
The principal contact at Atlas Meridian for the Transaction was Sandra Vickers, Managing Director, Portfolio Management.
F. Syndicate Lenders
The Term Loan B was syndicated to a group of institutional investors, including banks, direct lending platforms, CLO vehicles, and other institutional credit investors. The syndication process was managed by Crescent Harbor Bank, N.A. as sole lead left arranger and bookrunner, with Ironwood Capital Markets, LLC and Northvane Securities, Inc. serving as joint lead arrangers.
The lead arranger and anchor investor allocations were finalized on March 14, 2025, and the general syndication was completed on March 21, 2025. The following lenders participated in the syndication with the indicated commitment amounts:
The aggregate commitment amounts total $1,400,000,000. Upfront fees paid to participating lenders were 100 basis points (1.00%) of the face amount of each lender's commitment, paid at closing through the original issue discount mechanism (99.50 issue price).
G. Existing Unsecured Notes Trustee — Pinnacle Trust Company
Pinnacle Trust Company is a New York trust company with its principal office at 101 Park Avenue, New York, New York 10178. Pinnacle Trust Company serves as trustee and paying agent under the Indenture dated as of November 8, 2021 (the "Unsecured Notes Indenture"), governing the Company's 7.250% Senior Unsecured Notes due 2028 (the "Senior Unsecured Notes"). As of the closing date, $250,000,000 in aggregate principal amount of the Senior Unsecured Notes remained outstanding.
The Senior Unsecured Notes were not refinanced in connection with the Transaction and remain outstanding on the same terms and conditions. The relationship between the first lien secured parties under the Credit Agreement and the holders of the Senior Unsecured Notes is governed by a First Lien/Unsecured Intercreditor Agreement executed on March 28, 2025, as described in Section VIII below.
H. Rating Agencies
The following credit ratings were assigned in connection with the Transaction:
Keystone Ratings Group, Inc. (7 World Trade Center, New York, New York 10007):
•  Corporate family rating: B1
•  Facility rating (Term Loan B): B1
Sentinel Credit Analytics, LLC (55 Water Street, New York, New York 10041):
•  Corporate credit rating: B+
•  Facility rating (Term Loan B): BB- (reflecting collateral coverage and recovery analysis)
Ratings were assigned on February 26, 2025, following management presentations to both rating agencies on February 19, 2025. The presentations were prepared by Stonebridge Advisory Group, LLC and delivered by Nexford's management team, including James Thornton (CEO), Michelle Kaplan (CFO), and Priya Mehta (VP, Treasury & Corporate Finance), with participation from the Granite Peak deal team.
I. Advisors and Consultants
The following advisors and consultants were engaged by or on behalf of the Borrower in connection with the Transaction:
Greystone Valuation Services, Inc. prepared appraisals of the four mortgaged properties included in the collateral package, with an aggregate appraised fair market value of $193,000,000. Clearwater Environmental Sciences, Inc. prepared Phase I Environmental Site Assessments for all four mortgaged properties, and no recognized environmental conditions requiring further investigation or remediation were identified.
J. Counsel
The following law firms were engaged in connection with the Transaction:
Borrower's Counsel — Calderwood & Harkness LLP 425 Lexington Avenue, New York, New York 10017
Arranger's / Agent's Counsel — Whitfield & Gage LLP 51 West 52nd Street, New York, New York 10019
Sponsor's Counsel — Kellner Brandt & Associates LLP 900 Third Avenue, New York, New York 10022
Illinois Local Counsel — Hargrove & Whitmore LLP 233 South Wacker Drive, Suite 4500, Chicago, Illinois 60606
Delaware Local Counsel — Briarcliff Legal Group PA 1000 North King Street, Wilmington, Delaware 19801
IV. Transaction Structure and Use of Proceeds
A. Transaction Overview
The Transaction is structured as a senior secured institutional Term Loan B credit facility, combining a refinancing of Nexford's existing first lien indebtedness with a dividend recapitalization returning capital to the private equity sponsor and its co-investors.
The key structural parameters of the Facility are as follows:
•  Transaction Type: Senior secured Term Loan B — combined refinancing and dividend recapitalization.
•  Facility Amount: $1,400,000,000.
•  Facility Type: Institutional term loan (Term Loan B).
•  CUSIP (anticipated): 65432X AA1.
•  LoanX ID (anticipated): LX-234567.
The Facility was fully funded at closing on March 28, 2025, and the proceeds were applied in accordance with the use of proceeds provisions of the Credit Agreement and the funds flow memorandum executed by all relevant parties on March 27, 2025.
B. Sources and Uses
The sources and uses of funds for the Transaction are summarized below:
Sources:
Uses:
The transaction fees and expenses of approximately $38,625,000 consisted of the following principal components:
•  Arrangement fee payable to Crescent Harbor Bank, N.A.: $7,000,000 (50 basis points of the $1,400,000,000 Facility amount);
•  Original issue discount: $7,000,000 (50 basis points OID; 99.50 issue price);
•  Legal fees and expenses (Calderwood & Harkness LLP, Whitfield & Gage LLP, Kellner Brandt & Associates LLP, local counsel, and other legal costs): included in balance;
•  Advisory fees payable to Stonebridge Advisory Group, LLC: included in balance;
•  Rating agency fees, appraisal fees, title and environmental due diligence costs, recording and filing fees, and other customary closing expenses: included in balance;
•  Total legal, advisory, and other fees and expenses (net of arrangement fee and OID): approximately $24,625,000.
Reconciliation: $879,375,000 + $335,000,000 + $38,625,000 + $147,000,000 = $1,400,000,000.
C. Pre-Transaction Capital Structure
Immediately prior to the closing of the Transaction, Nexford's capital structure consisted of the following:
The existing first lien facilities were governed by the Credit Agreement dated as of June 14, 2019, among Nexford, as borrower, the guarantors party thereto, Atlas Meridian Bank, N.A., as administrative agent and collateral agent, and the several lenders party thereto. The Existing Credit Agreement was amended on four occasions:
•  First Amendment (dated March 20, 2020): Covenant modifications and reporting relief in connection with the COVID-19 pandemic.
•  Second Amendment (dated November 8, 2021): Amendments to the restricted payment covenant to permit the 2021 dividend recapitalization; modifications to the incremental facility provisions.
•  Third Amendment (dated April 15, 2023): Extension of the revolving credit facility maturity; updates to SOFR transition mechanics.
•  Fourth Amendment (dated September 12, 2024): Waiver of the prepayment premium with respect to any voluntary prepayment of the first lien term loan; consent to the refinancing.
D. Post-Transaction Capital Structure
Following the closing of the Transaction, Nexford's capital structure is as follows:
No revolving credit facility was established at closing. The incremental provisions of the Credit Agreement permit the Borrower to establish a revolving credit facility in the future, subject to the conditions and limitations described in Section V.G below.
The following pro forma leverage metrics apply as of the closing date:
•  Pro Forma Cash: $100,000,000.
•  Pro Forma First Lien Net Leverage: 3.38x, calculated as ($1,400,000,000 minus $100,000,000) divided by $385,000,000 Adjusted EBITDA.
•  Pro Forma Total Net Leverage: 4.03x, calculated as ($1,400,000,000 plus $250,000,000 minus $100,000,000) divided by $385,000,000 Adjusted EBITDA.
The Transaction significantly extended the maturity of Nexford's first lien term loan indebtedness from June 2026 to March 2032, providing approximately six additional years of runway. The increase in outstanding first lien indebtedness from $875,000,000 to $1,400,000,000 reflects the application of incremental proceeds to fund the dividend recapitalization and the deposit of cash to the balance sheet.
V. Key Terms of the Credit Agreement
The following is a summary of the key terms of the Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, Granite Peak NIH Holdings, LLC, as Holdings, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the several lenders party thereto. This summary is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is included in the closing binder.
A. Economic Terms
Maturity: The Term Loan B matures on March 28, 2032, which is seven years from the closing date. All outstanding principal, together with accrued and unpaid interest, fees, and other obligations, shall be due and payable on the maturity date.
Amortization: The Term Loan B amortizes at 1.00% per annum of the original principal amount (i.e., $14,000,000 per annum), payable in equal quarterly installments of $3,500,000 each. The first amortization payment is due on June 30, 2025. All remaining outstanding principal is due on the maturity date.
Interest Rate: The Term Loan B bears interest at a rate per annum equal to Term SOFR plus 400 basis points. Interest periods of one-month or three-month duration are available at the election of the Borrower, subject to customary notice requirements.
SOFR Floor: The Credit Agreement includes a SOFR floor of 0.75%. In the event that the applicable Term SOFR rate is less than 0.75%, Term SOFR shall be deemed to be 0.75% for purposes of calculating the applicable interest rate.
SOFR Credit Spread Adjustment: In accordance with ARRC recommended best practices, the Credit Agreement includes a credit spread adjustment of 10 basis points for one-month Term SOFR interest periods and 15 basis points for three-month Term SOFR interest periods. The credit spread adjustment is added to the Term SOFR rate before the application of the applicable margin.
Default Rate: Upon the occurrence and during the continuance of an Event of Default, the interest rate on all outstanding obligations shall be increased by an additional 200 basis points above the otherwise applicable rate.
OID / Upfront Fee to Lenders: The Term Loan B was issued at a price of 99.50% of par, reflecting an original issue discount of 50 basis points. The aggregate original issue discount was $7,000,000 (50 basis points on $1,400,000,000).
Arrangement Fee (Crescent Harbor Bank, N.A.): Crescent Harbor received an arrangement fee of 50 basis points of the aggregate Facility amount, or $7,000,000, payable at closing.
Soft Call Premium: The Credit Agreement provides for a 101 soft call premium (i.e., a premium of 1.00% of the principal amount prepaid) applicable to any repricing transaction effected within the first six months following the closing date (i.e., prior to September 28, 2025). A "repricing transaction" includes any prepayment or refinancing of the Term Loan B with the primary purpose of achieving a lower effective interest rate, including through the incurrence of replacement term loans at a lower spread. The soft call premium does not apply to prepayments made from excess cash flow sweeps, asset sale proceeds, or change of control events.
B. Financial Covenants
Springing Financial Covenant: The Credit Agreement includes a single springing financial maintenance covenant requiring compliance with a maximum first lien net leverage ratio of 5.00x (5.00:1.00).
The financial covenant is tested on a quarterly basis only when the aggregate outstanding revolving loans under any revolving credit facility (if one is added through the incremental provisions of the Credit Agreement) exceed 40% of the aggregate revolving commitments at the end of any fiscal quarter. Because no revolving credit facility was established at closing, the financial covenant is not currently subject to testing. If a revolving facility is established in the future through the incremental provisions of the Credit Agreement, the springing test will become applicable in accordance with its terms.
The pro forma first lien net leverage ratio at closing was 3.38x, which represents significant cushion of approximately 162 basis points below the 5.00x covenant threshold.
C. Mandatory Prepayments
The Credit Agreement includes the following mandatory prepayment provisions:
Excess Cash Flow (ECF) Sweep: The Borrower is required to make annual mandatory prepayments from excess cash flow, calculated on the basis of the audited annual financial statements, in accordance with the following step-down schedule:
•  50% of excess cash flow when first lien net leverage is greater than 4.25x;
•  25% of excess cash flow when first lien net leverage is less than or equal to 4.25x and greater than 3.50x; and
•  0% of excess cash flow when first lien net leverage is less than or equal to 3.50x.
Excess cash flow is defined in the Credit Agreement and is generally equal to Adjusted EBITDA minus (i) debt service (scheduled principal and interest payments), (ii) capital expenditures (net of financed amounts), (iii) cash taxes paid, (iv) increases in working capital (or plus decreases in working capital), (v) voluntary prepayments of the Term Loan B, and (vi) certain other permitted deductions.
Asset Sales: The Borrower is required to prepay the Term Loan B with 100% of the net cash proceeds from asset sales or other dispositions of property, subject to (i) customary reinvestment rights (365 days from the receipt of proceeds, with an additional 180 days if the Borrower has entered into a binding commitment to reinvest within the initial 365-day period, for an aggregate maximum reinvestment period of 545 days) and (ii) a $25,000,000 annual de minimis basket below which no mandatory prepayment is required.
Debt Issuances: 100% of the net cash proceeds from the issuance of any indebtedness not otherwise permitted under the Credit Agreement are required to be applied as a mandatory prepayment of the Term Loan B.
Insurance and Condemnation Events: 100% of the net cash proceeds from insurance recovery events and condemnation events are required to be applied as a mandatory prepayment of the Term Loan B, subject to customary reinvestment rights and a $10,000,000 threshold.
D. Voluntary Prepayment
The Term Loan B may be voluntarily prepaid in whole or in part at par at any time, without premium or penalty, subject to (i) the 101 soft call premium applicable to repricing transactions effected within the first six months following closing, as described in Section V.A above, and (ii) standard SOFR breakage indemnification for prepayments made on a date other than the last day of the applicable interest period.
E. Most Favored Nation Protection
The Credit Agreement includes a most favored nation ("MFN") clause applicable to any incremental term loans incurred within the first 12 months following the closing date. Under the MFN provision, if any incremental term loan is priced at a spread that is more than 50 basis points above the spread applicable to the initial Term Loan B (taking into account the applicable margin, any credit spread adjustment, any floor differential, and any original issue discount or upfront fee amortized over a four-year period), the spread on the initial Term Loan B will be automatically increased to within 50 basis points of the effective spread on such incremental term loan. The MFN protection is a customary feature in sponsor-backed Term Loan B credit facilities and serves to protect the existing lenders from margin compression arising from subsequent incremental issuances during the initial period.
F. Change of Control
The Credit Agreement includes a change of control provision that operates as a prepayment event. A "Change of Control" is defined to include the following triggering events:
(i) the acquisition, directly or indirectly, by any "person" or "group" (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than Granite Peak Capital Partners, LP and its affiliates (including funds managed by Granite Peak and their respective general partners and portfolio companies), of more than 35% of the outstanding voting equity interests of Holdings;
(ii) Nexford ceasing to be a direct, wholly-owned subsidiary of Holdings (other than as a result of the issuance of directors' qualifying shares or other nominal equity interests required by applicable law); or
(iii) the occurrence of a "change of control" (or any comparable term) as defined in the Senior Unsecured Notes Indenture governing the 7.250% Senior Unsecured Notes due 2028.
Upon the occurrence of a Change of Control, the Administrative Agent, acting at the direction of the Required Lenders (defined as lenders holding more than 50% of the aggregate outstanding principal amount of the Term Loan B), may declare all outstanding obligations under the Credit Agreement to be immediately due and payable.
G. Incremental Facility Provisions
The Credit Agreement includes incremental facility provisions permitting the Borrower, subject to certain conditions, to incur additional term loan and/or revolving credit facility commitments. The key parameters of the incremental provisions are as follows:
Free-and-Clear Basket: The Borrower may incur incremental term loans and/or incremental revolving commitments in an aggregate principal amount equal to the greater of (i) $280,000,000 and (ii) 100% of LTM EBITDA (approximately $385,000,000 as of the closing date), without the need to satisfy any pro forma leverage test (the "Free-and-Clear Basket"). The Free-and-Clear Basket is available for term loans, revolving commitments, or any combination thereof.
Leverage-Based Amounts: In addition to the Free-and-Clear Basket, the Borrower may incur unlimited additional incremental facilities, subject to pro forma compliance (after giving effect to the incurrence of such incremental facilities and the application of the proceeds thereof) with a first lien net leverage ratio of 4.50x.
Incremental Revolving Commitments: The incremental provisions expressly permit the establishment of a revolving credit facility, subject to the conditions described above. As noted, no revolving facility was established at closing.
MFN Protections: Any incremental term loans incurred within 12 months of closing are subject to the most favored nation pricing protections described in Section V.E above, with a 50 basis point threshold.
Incremental facilities may be provided by existing lenders, new lenders, or any combination thereof, and are subject to customary conditions, including the absence of any Default or Event of Default, delivery of an officer's certificate, delivery of a reaffirmation of guarantees and security, and, in the case of incremental term loans, compliance with the "fungibility" or "non-fungibility" provisions of the Credit Agreement.
H. Negative Covenants (Summary)
The Credit Agreement contains negative covenants that are customary for sponsor-backed Term Loan B transactions. The negative covenants restrict the Borrower and its restricted subsidiaries from taking certain actions without the consent of the lenders, subject to customary exceptions, baskets, and permissions. The principal categories of negative covenants include the following:
•  Limitation on Indebtedness: Restrictions on the incurrence of additional indebtedness, subject to the incremental provisions described in Section V.G above and other customary exceptions. Permitted indebtedness includes capital leases and purchase money indebtedness in an aggregate amount not to exceed $50,000,000 at any time outstanding, as well as a general basket of $35,000,000.
•  Limitation on Liens: Restrictions on the creation, incurrence, or assumption of liens on the assets of the Borrower and its restricted subsidiaries, subject to customary permitted liens.
•  Limitation on Fundamental Changes: Restrictions on mergers, consolidations, dissolutions, and liquidations, subject to customary exceptions for mergers where the Borrower or a Guarantor is the surviving entity.
•  Limitation on Asset Dispositions: Restrictions on the sale, transfer, lease, or other disposition of assets, subject to customary exceptions (including the mandatory prepayment provisions described in Section V.C above).
•  Limitation on Restricted Payments: Restrictions on dividends, distributions, equity repurchases, and other restricted payments, subject to the baskets described below.
•  Limitation on Investments: Restrictions on loans, advances, equity purchases, and other investments, subject to customary baskets for investments in subsidiaries, permitted acquisitions, and other permitted investments.
•  Limitation on Affiliate Transactions: Restrictions on transactions with affiliates, subject to customary exceptions for transactions on arm's-length terms, sponsor management fees within agreed limits, and transactions with wholly-owned subsidiaries.
•  Limitation on Restrictive Agreements: Restrictions on agreements that limit the ability of subsidiaries to make dividends, distributions, or other payments to the Borrower, subject to customary exceptions.
Restricted Payments — Key Baskets:
•  Builder Basket: The Borrower may make restricted payments in an aggregate amount equal to 50% of cumulative Consolidated Net Income from the beginning of Q1 2025, plus a $50,000,000 "starter" amount, subject to pro forma compliance with the applicable leverage ratios.
•  Annual General Basket: The Borrower may make restricted payments in an aggregate amount of up to $25,000,000 in any fiscal year.
•  Unlimited Restricted Payments: The Borrower may make restricted payments in an unlimited amount, subject to pro forma compliance (after giving effect to such restricted payment) with a total net leverage ratio of 3.75x.
I. EBITDA Add-Backs
The Credit Agreement defines "Adjusted EBITDA" as EBITDA (as defined in the Credit Agreement) after giving effect to certain permitted add-backs. For the twelve months ended December 31, 2024, the Company's LTM Adjusted EBITDA of $385,000,000 was calculated as follows:
The permitted add-backs were reviewed and confirmed by Ashworth & Kendrick LLP (independent auditor) and Stonebridge Advisory Group, LLC (financial advisor) and were subject to the customary limitations and caps set forth in the Credit Agreement. The add-backs represent approximately 7.3% of reported EBITDA, which is within market norms for sponsor-backed Term Loan B transactions.
J. Representations, Covenants, and Events of Default
Representations and Warranties. The Credit Agreement contains representations and warranties by the Borrower and Holdings that are customary for leveraged finance transactions of this type, including representations regarding organization, authorization, enforceability, no conflicts, financial statements, material adverse change, solvency, liens, compliance with laws, environmental matters, tax matters, ERISA, intellectual property, insurance, labor matters, subsidiaries, investment company status, margin stock, and other matters.
Sanctions / OFAC Compliance. The Credit Agreement includes representations and affirmative covenants confirming that no Loan Party, director, officer, employee, or (to the knowledge of the Loan Parties) agent is a Sanctioned Person within the meaning of the applicable sanctions regulations. The Borrower has represented that no proceeds of the Term Loan B will be used, directly or indirectly, in violation of any sanctions administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, or any other relevant governmental authority having jurisdiction over the Borrower or its subsidiaries.
Anti-Corruption / Anti-Money Laundering Compliance. The Credit Agreement includes customary representations, covenants, and compliance provisions under the USA PATRIOT Act (Title III of Pub. L. 107-56, codified at 31 U.S.C. Section 5311 et seq.), the Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. Sections 78dd-1 et seq.), the Bank Secrecy Act (31 U.S.C. Sections 5311-5332), and other applicable anti-corruption and anti-money laundering laws and regulations.
Events of Default. The Credit Agreement contains Events of Default that are customary for leveraged finance transactions, including (without limitation):
•  Payment defaults (with customary grace periods for interest and fee payments);
•  Breaches of representations and warranties;
•  Covenant defaults (with customary notice and cure periods for affirmative and certain negative covenants);
•  Cross-default to material indebtedness (threshold: $35,000,000);
•  Bankruptcy and insolvency events;
•  Unstayed judgments in excess of $35,000,000;
•  ERISA events;
•  Change of Control (as described in Section V.F above);
•  Material adverse effect; and
•  Invalidity or unenforceability of material Loan Documents or lien impairment.
VI. Corporate Structure of the Nexford Group
A. Ownership Chain
The ownership chain of the Nexford Group, from the ultimate fund level through the Borrower, is as follows:
1.  Granite Peak Capital Fund IV, LP (Delaware limited partnership) — 92% equity owner of Holdings.
2.  GP Fund IV Co-Invest, LP (Delaware limited partnership) — 8% equity owner of Holdings.
3.  Granite Peak Capital GP IV, LLC (Delaware limited liability company) — General partner of Granite Peak Capital Fund IV, LP and GP Fund IV Co-Invest, LP.
4.  Granite Peak NIH Holdings, LLC (Delaware limited liability company; EIN 85-3291047; DE File Number 7234891) — 100% direct owner of Nexford; Holdings Guarantor under the Credit Agreement.
5.  Nexford Industrial Holdings Inc. (Delaware corporation; EIN 36-4178552; DE File Number 5765432) — The Borrower.
B. Subsidiary Structure (Nexford Direct and Indirect Subsidiaries)
The Borrower's subsidiary structure as of the closing date consists of the following entities. All domestic entities listed below (other than the foreign subsidiaries) are Subsidiary Guarantors under the Credit Agreement and the Guarantee Agreement.
Direct Domestic Subsidiaries of Nexford:
1.  Nexford Precision Components, Inc. (Delaware corporation) — Subsidiary Guarantor. Primary operating entity for the Precision Components segment.
2.  Nexford Engineered Systems, LLC (Delaware limited liability company) — Subsidiary Guarantor. Primary operating entity for the Engineered Systems segment.
3.  Nexford Coatings & Surface Technologies, Inc. (Delaware corporation) — Subsidiary Guarantor. Primary operating entity for the Industrial Coatings & Surface Technologies segment.
4.  Nexford Manufacturing Services, LLC (Illinois limited liability company) — Subsidiary Guarantor. Provides shared manufacturing services and contract manufacturing.
5.  Nexford Properties, LLC (Delaware limited liability company) — Subsidiary Guarantor. Real property holding entity; holds title to the mortgaged properties.
6.  Nexford International Holdings, Inc. (Delaware corporation) — CFC Holdco; Subsidiary Guarantor. Holds equity interests in the Company's foreign subsidiaries. Pledge of equity interests limited to 65% of voting equity and 100% of non-voting equity of first-tier foreign subsidiaries.
Indirect Foreign Subsidiaries (held through Nexford International Holdings, Inc.):
7.  Nexford Canada Holdings ULC (British Columbia unlimited liability company) — Foreign subsidiary; not a Guarantor.
8.  Nexford Canada Manufacturing, Inc. (Ontario corporation) — Foreign subsidiary; not a Guarantor. Operating subsidiary conducting Canadian manufacturing operations.
Acquired Subsidiaries (direct or indirect subsidiaries of Nexford):
9.  Clearfield Tool & Die, Inc. (Pennsylvania corporation) — Subsidiary Guarantor. Acquired in 2021. Specialty tooling and precision die manufacturing operations.
10.  Summit Industrial Fabrication Co. (South Carolina corporation) — Subsidiary Guarantor. Acquired in 2022. Industrial fabrication and assembly operations.
11.  Ridgepoint Specialty Coatings, LLC (Texas limited liability company) — Subsidiary Guarantor. Acquired in 2023. Specialty coatings and surface treatment operations.
12.  Lakeshore Precision Engineering, Inc. (Michigan corporation) — Subsidiary Guarantor. Acquired in 2024. Precision engineering and CNC machining operations.
Summary: The Nexford Group consists of the Borrower and 12 subsidiaries (10 domestic, 2 foreign). All 10 domestic subsidiaries are Subsidiary Guarantors. The 2 foreign subsidiaries (Nexford Canada Holdings ULC and Nexford Canada Manufacturing, Inc.) are not Guarantors.
Total Subsidiary Guarantors: 11 entities (Nexford Precision Components, Inc.; Nexford Engineered Systems, LLC; Nexford Coatings & Surface Technologies, Inc.; Nexford Manufacturing Services, LLC; Nexford Properties, LLC; Nexford International Holdings, Inc.; Clearfield Tool & Die, Inc.; Summit Industrial Fabrication Co.; Ridgepoint Specialty Coatings, LLC; and Lakeshore Precision Engineering, Inc., plus the Holdings Guarantor, Granite Peak NIH Holdings, LLC).
VII. Security and Guarantee Package
A. Guarantors
The obligations of the Borrower under the Credit Agreement are guaranteed by the following entities:
Holdings Guarantor:
•  Granite Peak NIH Holdings, LLC
Subsidiary Guarantors (11 entities):
1.  Nexford Precision Components, Inc.
2.  Nexford Engineered Systems, LLC
3.  Nexford Coatings & Surface Technologies, Inc.
4.  Nexford Manufacturing Services, LLC
5.  Nexford Properties, LLC
6.  Nexford International Holdings, Inc.
7.  Clearfield Tool & Die, Inc.
8.  Summit Industrial Fabrication Co.
9.  Ridgepoint Specialty Coatings, LLC
10.  Lakeshore Precision Engineering, Inc.
Note: The list above includes 10 Subsidiary Guarantors in addition to Nexford International Holdings, Inc. (CFC Holdco), for a total of 11 Subsidiary Guarantors. Together with the Holdings Guarantor, the total guarantor count is 12 entities.
The guarantees are unconditional, irrevocable, and joint and several, and are set forth in the Guarantee Agreement executed on the closing date. The guarantees are subject to customary limitations, including limitations arising under applicable fraudulent conveyance and fraudulent transfer laws.
B. Collateral
The obligations under the Credit Agreement are secured by a first-priority security interest in substantially all assets of the Borrower and each Guarantor (collectively, the "Loan Parties"), including the following categories of collateral:
(i) Equity Interests: 100% of the equity interests held by the Loan Parties in their respective direct domestic subsidiaries; 65% of the voting equity interests and 100% of the non-voting equity interests held by Nexford International Holdings, Inc. (as CFC Holdco) in its first-tier foreign subsidiaries (the "CFC Holdco Limitation"). The CFC Holdco Limitation is a customary tax-driven limitation designed to avoid the adverse tax consequences that would result from the deemed repatriation of earnings of controlled foreign corporations under the Internal Revenue Code.
(ii) Accounts Receivable: All accounts, payment intangibles, and other receivables of the Loan Parties.
(iii) Inventory: All inventory held by the Loan Parties, wherever located.
(iv) Equipment: All equipment owned by the Loan Parties, including machinery, tools, fixtures, and other tangible personal property used in the Loan Parties' operations.
(v) intellectual Property: All patents, trademarks (including service marks, trade names, and brand names), copyrights, and related licenses of the Loan Parties, subject to a separate intellectual Property Security Agreement executed on the closing date. The IP Security Agreement was prepared and filed to ensure the proper recording of the security interests with the United States Patent and Trademark Office and the United States Copyright Office.
(vi) Deposit Accounts and Securities Accounts: All deposit accounts and securities accounts of the Loan Parties, subject to deposit account control agreements and securities account control agreements executed on the closing date.
(vii) General Intangibles: All general intangibles of the Loan Parties, including contract rights, customer lists, goodwill, and other intangible assets.
(viii) Owned Real Property: All owned real property of the Loan Parties having an appraised fair market value in excess of $10,000,000 per parcel, consisting of four properties described in Section VII.C below.
(ix) Material Intercompany Notes: All intercompany notes evidencing indebtedness owed by any subsidiary to any Loan Party, pledged to the Collateral Agent.
(x) Proceeds: All proceeds (including insurance proceeds) of the foregoing collateral.
Excluded Assets: The following assets are excluded from the collateral package:
•  Motor vehicles with a book value of less than $250,000 per vehicle (and the related certificates of title);
•  Letter of credit rights with a face amount of less than $1,000,000;
•  Commercial tort claims with a value of less than $2,500,000;
•  Assets where the cost of obtaining or perfecting a security interest would be excessive in relation to the value of the security to the Secured Parties, as reasonably determined by the Administrative Agent and the Borrower; and
•  Certain other assets excluded pursuant to the terms of the Security Agreement, including assets subject to contractual prohibitions on assignment (to the extent such prohibitions are enforceable under applicable law) and certain governmental licenses and permits.
Deposit Account Control Agreements: Deposit account control agreements were executed at closing covering the Borrower's and the Guarantors' deposit accounts at Crescent Harbor Bank, N.A. (where the Borrower's primary operating accounts are maintained) and at Redstone National Bank, covering accounts ending in -4471, -4472, and -6633. The control agreements establish "springing" control in favor of the Collateral Agent, which becomes effective upon the delivery of a notice of exclusive control following the occurrence of a specified trigger event under the Credit Agreement.
Securities Account Control Agreements: Securities account control agreements were also executed at closing, covering all securities accounts maintained by the Loan Parties.
C. Mortgaged Properties
The collateral package includes first-priority mortgage liens on the following four owned real properties, each of which has an appraised fair market value in excess of the $10,000,000 threshold established in the Credit Agreement:
Total appraised real property collateral: $193,000,000.
All four appraisals were prepared by Greystone Valuation Services, Inc. (Daniel Pritchard, MAI) in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) and were reviewed and accepted by Crescent Harbor Bank, N.A. Appraisals were dated within 90 days of closing.
The mortgages for all four properties are post-closing deliverables, with recordings and the delivery of lender's title insurance policies due by April 30, 2025. Title insurance is being underwritten by Landmark Title Assurance Company. Title and survey reviews for all four properties were completed prior to closing, and no material title defects, survey exceptions, or encumbrances were identified that would impair the first-priority lien position of the Collateral Agent.
D. UCC Filings
UCC-1 Financing Statements: A total of 13 UCC-1 Financing Statements were filed at closing on March 28, 2025, in the following jurisdictions:
The UCC-1 Financing Statements were filed in the state of organization of each Loan Party, as required by Article 9 of the Uniform Commercial Code, and name Crescent Harbor Bank, N.A., as Collateral Agent, as the secured party.
UCC-3 Termination Statements: UCC-3 Termination Statements terminating the security interests of Atlas Meridian Bank, N.A. under the Existing Credit Agreement were filed on March 31, 2025, in the following jurisdictions: Delaware Secretary of State, Illinois Secretary of State, and Pennsylvania Department of State. Confirmation of the filing and acceptance of all UCC-3 Termination Statements has been received and is included in the closing binder.
VIII. Intercreditor Arrangements
A First Lien/Unsecured Intercreditor Agreement (the "Intercreditor Agreement") was executed on March 28, 2025, among the following 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 Unsecured Notes Indenture governing the 7.250% Senior Unsecured Notes due 2028; and
•  Nexford Industrial Holdings Inc., as the Borrower.
The Intercreditor Agreement establishes the relative rights, priorities, and interests of the first lien secured parties and the holders of the Senior Unsecured Notes with respect to the shared collateral. The principal provisions of the Intercreditor Agreement include the following:
•  Priority: The first lien secured claims under the Credit Agreement have priority over the unsecured claims of the holders of the Senior Unsecured Notes with respect to all collateral and all proceeds of enforcement actions against the collateral.
•  Enforcement Rights: The First Lien Collateral Agent has the exclusive right to direct enforcement actions against the collateral, subject to customary standstill periods and limitations.
•  Distribution of Proceeds: All proceeds of collateral realization are to be applied first to satisfy the first lien secured obligations in full before any distribution is made to the holders of the Senior Unsecured Notes.
•  Release of Liens / Guarantees: In connection with any disposition of collateral or release of guarantees by the First Lien Collateral Agent, the corresponding unsecured claims are automatically released.
•  Waivers: The Unsecured Notes Trustee, on behalf of the holders of the Senior Unsecured Notes, waives certain rights, including rights to contest or object to the first lien secured parties' enforcement actions and rights to adequate protection with respect to the collateral in any bankruptcy proceeding.
In addition to the executed Intercreditor Agreement, the Credit Agreement includes provisions permitting the Administrative Agent, without the consent of the lenders, to enter into a First Lien/Second Lien Intercreditor Agreement in the event that the Borrower later incurs second lien indebtedness pursuant to the incremental provisions of the Credit Agreement or otherwise.
The Intercreditor Agreement is governed by the laws of the State of New York.
IX. Key Financial Metrics
The following table summarizes the key financial metrics of the Borrower as of and for the twelve months ended December 31, 2024, and on a pro forma basis giving effect to the Transaction:
The estimated Year 1 cash interest expense of approximately $117,709,000 is calculated based on an assumed average outstanding principal balance of approximately $1,393,000,000 (reflecting four quarterly amortization payments of $3,500,000 each, or $14,000,000 in aggregate during Year 1) and an assumed all-in interest rate of approximately 8.45% per annum, consisting of one-month Term SOFR of 4.35% (as of the closing date), the 10 basis point credit spread adjustment for one-month SOFR interest periods, and the 400 basis point margin. Actual interest expense will vary based on prevailing SOFR rates, the Borrower's election of one-month or three-month interest periods, any voluntary or mandatory prepayments, and other factors.
X. Key Transaction Timeline
The following table sets forth the key events and milestones in the Transaction timeline:
The period from the opening of the C&H matter on February 3, 2025, to closing on March 28, 2025, was approximately eight weeks, which is consistent with market timelines for transactions of this size and complexity. The drafting and negotiation of the Credit Agreement proceeded through three principal drafts, with key commercial terms substantially agreed by the third draft (March 17, 2025). The collateral and ancillary documentation was prepared concurrently and finalized during the week preceding closing.
XI. Closing Deliverables Summary
The following is a summary of the principal documents and deliverables executed, delivered, or filed at or in connection with the closing of the Transaction on March 28, 2025. Complete copies of all executed documents are maintained in the closing binder.
A. Credit and Transaction Documents
1.  Credit Agreement (execution version, dated March 28, 2025), among Nexford Industrial Holdings Inc., as Borrower, Granite Peak NIH Holdings, LLC, as Holdings, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the several lenders party thereto.
2.  Guarantee Agreement, among the Guarantors and Crescent Harbor Bank, N.A., as Administrative Agent.
3.  Security Agreement (personal property), among the Loan Parties and Crescent Harbor Bank, N.A., as Collateral Agent.
4.  Holdings Pledge Agreement, among Granite Peak NIH Holdings, LLC and Crescent Harbor Bank, N.A., as Collateral Agent (pledging 100% of the equity interests in Nexford).
5.  Borrower Pledge Agreement, among Nexford Industrial Holdings Inc. and Crescent Harbor Bank, N.A., as Collateral Agent (pledging 100% of the equity interests in direct domestic subsidiaries).
6.  Subsidiary Pledge Agreements (10 entities), among each Subsidiary Guarantor (other than Nexford International Holdings, Inc.) and Crescent Harbor Bank, N.A., as Collateral Agent.
7.  CFC Holdco Limited Pledge Agreement, among Nexford International Holdings, Inc. and Crescent Harbor Bank, N.A., as Collateral Agent (pledging 65% of voting equity and 100% of non-voting equity in Nexford Canada Holdings ULC).
8.  Intellectual Property Security Agreement, among the Loan Parties and Crescent Harbor Bank, N.A., as Collateral Agent.
9.  Deposit Account Control Agreements (covering accounts at Crescent Harbor Bank, N.A. and Redstone National Bank, accounts ending in -4471, -4472, and -6633).
10.  Securities Account Control Agreements.
11.  Intercompany Note (pledged to Collateral Agent).
12.  First Lien/Unsecured Intercreditor Agreement, among Crescent Harbor Bank, N.A. (First Lien Collateral Agent), Pinnacle Trust Company (Unsecured Notes Trustee), and Nexford Industrial Holdings Inc. (Borrower).
B. Certificates and Resolutions
1.  Closing Certificate of the Borrower, confirming satisfaction of all conditions precedent to funding.
2.  Officer's Certificate (representations and warranties; confirmation of no Default or Event of Default), signed by Michelle Kaplan, Chief Financial Officer.
3.  Secretary's Certificate of Nexford Industrial Holdings Inc., certifying incumbency, resolutions adopted January 13, 2025, and attached copies of organizational documents (Certificate of Incorporation and Bylaws), signed by David Engstrom, General Counsel & Corporate Secretary.
4.  Secretary's Certificate of Granite Peak NIH Holdings, LLC, certifying incumbency, resolutions, and organizational documents (Certificate of Formation and Limited Liability Company Agreement).
5.  Secretary's Certificates of each Subsidiary Guarantor (11 certificates), certifying incumbency, resolutions, and organizational documents.
6.  Solvency Certificate (on a consolidated basis, after giving effect to the Transaction), signed by Michelle Kaplan, Chief Financial Officer, certifying that (a) the fair value of the assets of the Borrower and its subsidiaries, on a consolidated basis, exceeds their liabilities, (b) the Borrower and its subsidiaries are able to pay their debts as they become due, and (c) the Borrower and its subsidiaries have adequate capital to conduct their business.
7.  Pro Forma Compliance Certificate, certifying pro forma leverage ratios as of the closing date: 3.38x first lien net leverage; 4.03x total net leverage.
8.  Use of Proceeds Compliance Certificate (confirming compliance with Sanctions/OFAC, Anti-Corruption, and Anti-Money Laundering provisions).
9.  Board Resolutions of Nexford Industrial Holdings Inc. (adopted January 13, 2025), authorizing the refinancing, the dividend recapitalization, the execution and delivery of the Loan Documents, and the other transactions contemplated thereby.
10.  Member Resolutions of Granite Peak NIH Holdings, LLC (adopted January 13, 2025), authorizing the execution and delivery of the Holdings Guarantee, the Holdings Pledge Agreement, and the other Loan Documents to which Holdings is a party.
11.  Resolutions of each Subsidiary Guarantor (11 sets of resolutions), authorizing the execution and delivery of the Guarantee Agreement, the applicable Pledge Agreements, and the other Loan Documents to which each Subsidiary Guarantor is a party.
12.  Good Standing Certificates for all Loan Parties (obtained from the applicable Secretary of State or Department of State in each Loan Party's state of organization, dated within 15 days of closing).
13.  Certified copies of organizational documents for all Loan Parties (Certificate of Incorporation/Formation, Bylaws/LLC Agreement, and amendments thereto).
C. Legal Opinions
1.  Calderwood & Harkness LLP (Claudia Merritt):
(i) Enforceability opinion under New York law with respect to the Credit Agreement, the Guarantee Agreement, and the other Loan Documents governed by New York law; and
(ii) UCC perfection opinion confirming the creation and perfection (upon filing of the applicable UCC-1 Financing Statements) of the security interests granted under the Security Agreement and the Pledge Agreements in the personal property collateral.
2.  Hargrove & Whitmore LLP (Robert Kimura): Illinois law enforceability and perfection opinion with respect to the Loan Documents to which Nexford Manufacturing Services, LLC is a party.
3.  Briarcliff Legal Group PA (Catherine Ellsworth): Delaware law entity opinions for all Loan Parties organized in Delaware, covering organization, good standing, and corporate authority to enter into the Loan Documents.
D. Funds Flow
1.  Funds flow memorandum (execution version, dated March 27, 2025), signed by representatives of the Borrower, the Administrative Agent, and the Sponsor, setting forth the application of the Term Loan B proceeds and the wire instructions for each disbursement.
2.  Wire instructions