FR EA
1005-00001 · Nexford Industrial Holdings · Post-Closing
post-closing-obligations-letter.docx DOCUMENT Finance & Banking
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CONFIDENTIAL AND PRIVILEGED

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

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

March 31, 2025

David Engstrom, Esq. General Counsel & Corporate Secretary Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, IL 60173

Michelle Kaplan Chief Financial Officer Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, IL 60173

cc: Priya Mehta, Vice President, Treasury & Corporate Finance, Nexford Industrial Holdings Inc., 1400 Industrial Parkway, Schaumburg, IL 60173

cc: Ryan Ostrowski, Principal, Granite Peak Capital Partners, LP, 600 Steamboat Road, Suite 300, Greenwich, CT 06830

cc: Patricia Voss, Esq., Kellner Brandt & Associates LLP, 900 Third Avenue, New York, NY 10022

Re: Post-Closing Obligations — $1,400,000,000 Senior Secured Term Loan B Credit Facility; Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers, and the Lenders party thereto (the "Credit Agreement")

Calderwood & Harkness LLP Matter No. 1005-00001

Dear David and Michelle:

We write to confirm that the closing of the $1,400,000,000 senior secured Term Loan B credit facility (the "Term Loan B Facility") provided under the Credit Agreement referenced above occurred on March 28, 2025 (the "Closing Date"). On the Closing Date, loan proceeds were funded and disbursed in accordance with the Funds Flow Memorandum dated March 27, 2025 (the "Funds Flow"), as follows:

(i) payoff and retirement of the existing first lien term loan held by Atlas Meridian Bank, N.A. (the "Existing Term Loan"), in the aggregate amount of $879,375,000, inclusive of accrued and unpaid interest and applicable prepayment premiums through the payoff date;

(ii) termination of the existing revolving credit facility (Atlas Meridian Bank, N.A. as administrative agent; $0 drawn at closing, commitment terminated in full);

(iii) payment of transaction fees and expenses (including arrangement fees, commitment fees, legal fees, and other closing costs) in the aggregate amount of approximately $38,625,000;

(iv) dividend distribution to Granite Peak NIH Holdings, LLC, as the sole equity holder of the Borrower, in the aggregate amount of approximately $335,000,000; and

(v) cash to the Borrower's general balance sheet in the amount of approximately $147,000,000, for general corporate purposes.

As you are aware, certain conditions precedent and deliverables under the Credit Agreement (including those set forth in Section 6.01 and Section 6.02 thereof, together with the Post-Closing Requirements Letter Agreement dated as of March 28, 2025 (the "Post-Closing Letter")) were designated as "post-closing" items, to be satisfied after the Closing Date within specified time periods. The purpose of this letter is to identify all outstanding post-closing obligations and applicable deadlines, to outline the actions required of the Borrower and its subsidiaries (collectively, the "Loan Parties") to satisfy those obligations, and to provide an update on those items that have already been completed.

Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement.

1. Summary of Post-Closing Obligations and Deadlines

The following table sets forth a summary of all categories of post-closing deliverables and obligations, together with the applicable deadlines and current status. Each item is discussed in greater detail in the sections that follow.

We note that failure to satisfy the post-closing obligations within the time periods specified in the Post-Closing Letter and the Credit Agreement may constitute an Event of Default under Section 8.01 of the Credit Agreement. Accordingly, we urge the Loan Parties to give prompt attention to all items identified below as outstanding.

2. Mortgage Deliverables

2.1 Mortgages to Be Recorded

Pursuant to Section 6.02(e) of the Credit Agreement and Paragraph 2 of the Post-Closing Letter, mortgages, deeds of trust, assignments of leases and rents, security agreements, and fixture filings (collectively, the "Mortgages") are required to be delivered in recordable form and recorded with the appropriate recording offices with respect to each parcel of owned real property of any Loan Party that has a fair market value in excess of $10,000,000 as of the Closing Date. Based on the appraisals delivered in connection with the closing, there are currently four (4) properties that meet this threshold.

Each Mortgage is designed to grant a first-priority lien and security interest in favor of Crescent Harbor Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties (as defined in the Credit Agreement), subject only to Permitted Liens. Each Mortgage encumbers the applicable Loan Party's fee simple interest in the real property, together with all improvements, fixtures, easements, rights of way, and related interests, as more particularly described in the legal descriptions appended to each instrument.

The four mortgaged properties, together with the applicable recording jurisdictions, appraised values, and Loan Party grantors, are as follows:

Property 1: 1400 Industrial Parkway, Schaumburg, IL 60173

Description: Corporate headquarters and primary manufacturing facility of Nexford Industrial Holdings Inc. The property comprises approximately 42 acres of improved land, including a 385,000-square-foot manufacturing and assembly facility, a 75,000-square-foot corporate office building, and ancillary structures.

Appraised Value: $85,000,000 (per the appraisal report prepared by Kingsley Valuation Group, dated February 12, 2025).

Recording Jurisdiction: Cook County Recorder of Deeds, Cook County, Illinois.

Grantor: Nexford Properties, LLC, a Delaware limited liability company and wholly owned subsidiary of Nexford Industrial Holdings Inc.

Mortgage Instrument: Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, prepared with input from Hargrove & Whitmore LLP, our designated Illinois local counsel (Robert Kimura, Partner, 300 South Wacker Drive, Suite 2100, Chicago, IL 60606).

Recording Tax: Mortgage recording tax is payable in Cook County, Illinois, and has been estimated at the applicable statutory rate. A mortgage recording tax affidavit will be required in connection with the recording. Calderwood & Harkness is coordinating with Hargrove & Whitmore LLP on the preparation of the requisite affidavit.

Property 2: 2750 Commerce Drive, Rockford, IL 61101

Description: Precision Components manufacturing plant, operated by Nexford Precision Components, Inc. The property comprises approximately 28 acres of improved land, including a 210,000-square-foot precision machining and fabrication facility.

Appraised Value: $42,000,000 (per the appraisal report prepared by Kingsley Valuation Group, dated February 14, 2025).

Recording Jurisdiction: Winnebago County Recorder of Deeds, Winnebago County, Illinois.

Grantor: Nexford Precision Components, Inc., a Delaware corporation and wholly owned subsidiary of Nexford Industrial Holdings Inc.

Mortgage Instrument: Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, prepared with input from Hargrove & Whitmore LLP (Robert Kimura).

Recording Tax: Mortgage recording tax is payable in Winnebago County, Illinois, at the applicable statutory rate. A mortgage recording tax affidavit will be required.

Property 3: 600 Manufacturers Row, Greenville, SC 29607

Description: Engineered Systems manufacturing and assembly plant. The property comprises approximately 22 acres of improved land, including a 175,000-square-foot advanced manufacturing and systems integration facility.

Appraised Value: $38,000,000 (per the appraisal report prepared by Kingsley Valuation Group, dated February 18, 2025).

Recording Jurisdiction: Register of Deeds, Greenville County, South Carolina.

Grantor: Nexford Engineered Systems, LLC, a Delaware limited liability company and wholly owned subsidiary of Nexford Industrial Holdings Inc. (successor in interest to Summit Industrial Fabrication Co., a South Carolina corporation).

Mortgage Instrument: Mortgage, Assignment of Leases and Rents, Security Agreement, and Fixture Filing. Calderwood & Harkness has engaged Briarcliff Legal Group PA (Greenville, South Carolina) as local counsel to review the mortgage for compliance with South Carolina recording requirements.

Property 4: 9100 Westpark Industrial Boulevard, Houston, TX 77063

Description: Specialty coatings manufacturing and R&D facility. The property comprises approximately 18 acres of improved land, including a 140,000-square-foot specialty chemical processing and coating application facility with associated laboratory and warehouse space.

Appraised Value: $28,000,000 (per the appraisal report prepared by Kingsley Valuation Group, dated February 20, 2025).

Recording Jurisdiction: Harris County Clerk, Harris County, Texas.

Grantor: Nexford Coatings & Surface Technologies, Inc., a Delaware corporation and wholly owned subsidiary of Nexford Industrial Holdings Inc. (successor in interest to Ridgepoint Specialty Coatings, LLC, a Texas limited liability company).

Mortgage Instrument: Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing. Texas is a deed-of-trust state, and the instrument has been prepared accordingly. Calderwood & Harkness has retained Texas local counsel to review the deed of trust for compliance with Texas recording requirements.

Recording Considerations: Harris County does not impose a mortgage recording tax. However, the standard filing and recording fees apply.

The total appraised value of the four mortgaged properties is $193,000,000.

Deadline: Pursuant to Paragraph 2(a) of the Post-Closing Letter, all Mortgages must be recorded with the applicable recording offices, and evidence of recording (i.e., file-stamped copies of each recorded Mortgage bearing the applicable recording or instrument number) must be delivered to Crescent Harbor Bank, N.A., in its capacity as Collateral Agent, no later than April 30, 2025 (being the date that is thirty (30) calendar days following the Closing Date).

2.2 Mortgage Recording Actions Required from Nexford

In order to meet the April 30, 2025 deadline, Nexford (through the applicable subsidiary grantors identified above) must take the following actions promptly:

(a) Execute counterpart originals of each Mortgage in recordable form. Each Mortgage must be executed by an authorized officer of the applicable grantor Loan Party, with signatures properly notarized in accordance with the recording requirements of the applicable jurisdiction. We note that certain jurisdictions require specific notarial acknowledgment forms, and Calderwood & Harkness will provide the applicable forms for each state.

(b) Deliver any required mortgage recording cover letters and filing fees. Calderwood & Harkness will prepare and provide mortgage recording cover letters and detailed filing instructions for each jurisdiction, together with a schedule of estimated recording fees and taxes. The Loan Parties will be responsible for funding all recording fees and taxes. Wire transfer instructions for recording fees will be included in the filing instructions.

(c) Provide mortgage recording tax affidavits where required. In particular:

(i) Cook County, Illinois: The Cook County Recorder requires a mortgage recording tax affidavit (IDOR Form REC-1) in connection with the recording of the Schaumburg property mortgage. The applicable mortgage recording tax rate is $0.25 per $500 (or fraction thereof) of the indebtedness secured by the mortgage, based on the portion of the total indebtedness allocable to the Cook County property. Calderwood & Harkness and Hargrove & Whitmore LLP will prepare the affidavit and provide a calculation of the estimated tax.

(ii) Winnebago County, Illinois: The Winnebago County Recorder similarly requires a mortgage recording tax affidavit. The same statutory rate applies, and the calculation will be based on the portion of the total indebtedness allocable to the Rockford property. Calderwood & Harkness and Hargrove & Whitmore LLP will coordinate this filing.

(iii) Harris County, Texas: As noted above, Texas does not impose a state or county mortgage recording tax; however, standard recording fees will apply. No affidavit is required in connection with the recording.

(iv) Greenville County, South Carolina: South Carolina imposes a mortgage recording fee at the rate of $1.50 per $500 (or fraction thereof) of the principal debt secured. Calderwood & Harkness will prepare the necessary recording documents and coordinate with Briarcliff Legal Group PA on compliance with South Carolina requirements.

(d) Coordinate with Calderwood & Harkness and local counsel for filing. We ask that the Loan Parties designate a single point of contact to coordinate the execution and delivery of the Mortgages. We suggest that Priya Mehta serve as the Treasury-side lead for funding of recording taxes and fees, and that David Engstrom coordinate on the legal and corporate authorization side.

We note that mortgage recording cover letters and filing instructions have been prepared by Calderwood & Harkness in draft form and will be circulated separately in the first week of April 2025 for the Loan Parties' review and comment. We anticipate that the final executed Mortgages will be submitted for recording no later than April 15, 2025, in order to allow sufficient time for processing by the applicable recording offices before the April 30, 2025 deadline.

2.3 Title Insurance Policies

Lender's title insurance policies (the "Title Policies") are required to be issued in favor of Crescent Harbor Bank, N.A., as Collateral Agent, by Landmark Title Assurance Company for each of the four mortgaged properties described in Section 2.1 above. The Title Policies will insure the first-priority lien of each Mortgage in an amount to be allocated among the four properties as agreed between the Borrower and the Collateral Agent.

The following actions are required in connection with the Title Policies:

(a) Review and satisfy all requirements and exceptions identified in the title insurance commitments. Landmark Title Assurance Company has issued preliminary title insurance commitments (the "Title Commitments") for each of the four mortgaged properties. Calderwood & Harkness is currently preparing a Title Insurance Commitment Review Memorandum (the "Title Review Memo"), which will identify all Schedule B-I requirements (conditions to issuance) and Schedule B-II exceptions (matters to which the policies will be subject), together with our recommendations for clearance of each item. We expect to circulate the Title Review Memo to the Loan Parties and to Crescent Harbor by April 7, 2025.

(b) Obtain endorsements as required by the Credit Agreement and Crescent Harbor's collateral requirements. The Credit Agreement requires that each Title Policy include, to the extent available in the applicable jurisdiction, the following endorsements (among others):

(i) ALTA 3.1 — Zoning endorsement (unimproved land) or ALTA 3.0 — Zoning endorsement (completed structure), as applicable;

(ii) ALTA 9.0 — Restrictions, encroachments, minerals endorsement (or state equivalent);

(iii) ALTA 17.0 — Access and entry endorsement;

(iv) ALTA 25.0 — Same as survey endorsement;

(v) ALTA 28.0 — Easement — Damage or enforced removal endorsement;

(vi) Lender's interest (or creditor's rights) endorsement; and

(vii) Such other endorsements as reasonably requested by Crescent Harbor Bank, N.A. as Collateral Agent.

Calderwood & Harkness will coordinate with Landmark Title Assurance Company to obtain quotes and commitments for all required endorsements and will advise the Loan Parties of any additional costs.

(c) Deliver final marked-up title insurance commitments and pro forma policies to Crescent Harbor for review. Upon satisfaction of all Schedule B-I requirements and agreement on the Schedule B-II exceptions, Calderwood & Harkness will prepare and deliver to Crescent Harbor (and its counsel, Whitfield & Gage LLP) marked-up Title Commitments showing the proposed final form of each Title Policy for review and approval. The Collateral Agent's approval will be required prior to issuance of the final Title Policies.

Deadline: Final Title Policies must be delivered to Crescent Harbor Bank, N.A., as Collateral Agent, no later than April 30, 2025, concurrent with the delivery of evidence of recording of the Mortgages.

3. UCC-3 Termination Statements — Atlas Meridian Bank, N.A. Liens

3.1 Status. We are pleased to confirm that UCC-3 Termination Statements have been prepared and filed on March 31, 2025 to terminate all UCC-1 financing statements previously filed in favor of Atlas Meridian Bank, N.A., as Secured Party, in connection with the Credit Agreement dated as of June 14, 2019, among Nexford Industrial Holdings Inc., the Guarantors party thereto, Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto (as amended through the Fourth Amendment thereto dated September 12, 2024) (the "Existing Credit Agreement"). The filing of these termination statements is necessary to release all UCC liens previously held by Atlas Meridian and to ensure that the new UCC-1 financing statements filed in favor of Crescent Harbor Bank, N.A. reflect a first-priority perfected security interest in the collateral.

3.2 Filing Jurisdictions

UCC-3 Termination Statements have been filed (or submitted for filing) in the following jurisdictions to cover all Loan Party debtors under the Existing Credit Agreement:

The foregoing jurisdictions represent the state of organization (or state of formation, as applicable) of each Loan Party debtor, which is the appropriate filing jurisdiction under Articles 9-301 through 9-307 of the Uniform Commercial Code as in effect in each applicable state.

3.3 Confirmation and Follow-Up

Calderwood & Harkness will obtain and distribute file-stamped copies (or electronic filing confirmations, as applicable) of each UCC-3 Termination Statement upon receipt from the respective filing offices. We note that processing times vary by jurisdiction and that certain filing offices (including the Delaware Secretary of State) may take five to ten business days to return acknowledged filings.

Atlas Meridian Bank, N.A. (contact: Sandra Vickers, Managing Director, Portfolio Management, 500 Liberty Avenue, Pittsburgh, PA 15222; telephone: (412) 555-8200; email: sandra.vickers@atlasmeridian.com) has delivered its Lien Release Authorization Letter dated March 27, 2025, authorizing the termination of all of its liens and security interests in the assets and properties of the Loan Parties upon receipt of the payoff amount in full. A copy of the Lien Release Authorization Letter was provided to the Loan Parties and to Crescent Harbor in connection with the closing.

Status: COMPLETED (filed March 31, 2025).

4. Delivery of Original Executed Documents to Administrative Agent

We confirm that original executed counterparts of the following documents are being delivered (or have been delivered) to Crescent Harbor Bank, N.A., in its capacity as Administrative Agent, at the following address:

Crescent Harbor Bank, N.A. Leveraged Finance — Loan Administration 320 Federal Street Boston, MA 02110

Attention: Elaine Prescott, Managing Director, Leveraged Finance; and Thomas Nakamura, Director, Loan Syndication

The documents being delivered include the following:

1. Credit Agreement — Execution version, dated as of March 28, 2025, together with all schedules and exhibits thereto.

2. Guarantee Agreement — Execution version, dated as of March 28, 2025, executed by each Guarantor in favor of Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent for the benefit of the Secured Parties.

3. Security Agreement — Execution version, dated as of March 28, 2025, among the Borrower, each Guarantor, and Crescent Harbor Bank, N.A. as Collateral Agent.

4. Holdings Pledge Agreement — Executed by Granite Peak NIH Holdings, LLC, pledging 100% of the equity interests in Nexford Industrial Holdings Inc.

5. Borrower Pledge Agreement — Executed by Nexford Industrial Holdings Inc., pledging 100% of the equity interests in each of its direct domestic subsidiaries.

6. Subsidiary Pledge Agreements — Ten (10) separate pledge agreements, each executed by the applicable subsidiary Loan Party, pledging 100% of the equity interests in each subsidiary's direct subsidiaries, covering the following entities:

(a) Nexford Precision Components, Inc. (b) Nexford Engineered Systems, LLC (c) Nexford Coatings & Surface Technologies, Inc. (d) Nexford Manufacturing Services, LLC (e) Nexford Properties, LLC (f) Nexford International Holdings, Inc. (g) Clearfield Tool & Die, Inc. (h) Summit Industrial Fabrication Co. (i) Ridgepoint Specialty Coatings, LLC (j) Lakeshore Precision Engineering, Inc.

7. CFC Holdco Limited Pledge Agreement — Executed by Nexford International Holdings, Inc., pledging (i) 65% of the issued and outstanding voting equity interests and (ii) 100% of the issued and outstanding non-voting equity interests of Nexford Canada Holdings ULC, a British Columbia unlimited liability company.

8. intellectual Property Security Agreement — Execution version, dated as of March 28, 2025, granting a security interest in all patents, trademarks, copyrights, and other intellectual property of the Loan Parties.

9. Deposit Account Control Agreements — Executed by the Borrower and the applicable depository institutions with respect to the following deposit accounts:

(a) Operating account at Crescent Harbor Bank, N.A. (account ending in -4471); (b) Operating account at Crescent Harbor Bank, N.A. (account ending in -4472); (c) Operating account at Redstone National Bank (account ending in -6633).

10. Securities Account Control Agreements — Executed by the applicable Loan Parties and the securities intermediary with respect to securities accounts maintained at Crescent Harbor Bank, N.A. and other financial institutions, as applicable.

11. Intercompany Note — The master intercompany note, properly endorsed and pledged in favor of the Collateral Agent.

12. Intercreditor Agreement — Execution version, 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. as Borrower (the "First Lien / Unsecured Intercreditor Agreement").

13. Closing Certificates, Officer's Certificates, and Secretary's Certificates — Including all closing certificates, officer's certificates certifying the incumbency and authority of the officers executing the transaction documents on behalf of each Loan Party, and secretary's certificates certifying the organizational documents, resolutions, and good standing of each Loan Party.

14. Solvency Certificate — Executed by the Chief Financial Officer of the Borrower as of the Closing Date.

15. Executed Legal Opinions — Including the following:

(a) Opinion of Calderwood & Harkness LLP (New York counsel to the Borrower and the Guarantors); (b) Opinion of Hargrove & Whitmore LLP (Illinois local counsel); (c) Opinion of Briarcliff Legal Group PA (South Carolina local counsel).

16. Stock Certificates and Undated Stock Powers — Original stock certificates representing the pledged equity interests in each corporate subsidiary, together with undated, irrevocable stock powers duly executed in blank by the applicable pledgor, for delivery to and possession by the Collateral Agent.

Target for delivery of originals: March 31, 2025. We confirm that all items listed above have been either delivered or are in the process of being delivered to Crescent Harbor by overnight courier as of the date of this letter.

5. Flood Insurance Compliance

Pursuant to Section 6.02(f) of the Credit Agreement and Paragraph 4 of the Post-Closing Letter, to the extent that any mortgaged property (or any portion thereof) is located in a Special Flood Hazard Area ("SFHA") as designated by the Federal Emergency Management Agency ("FEMA") on the applicable Flood Insurance Rate Map ("FIRM"), the Borrower is required to deliver evidence satisfactory to the Collateral Agent that flood insurance is in place in compliance with the requirements of the National Flood Insurance Act of 1968 (as amended, the "NFIA"), the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994, the Biggert-Waters Flood Insurance Reform Act of 2012, and all applicable regulations promulgated thereunder, as well as the requirements set forth in the Credit Agreement and any collateral requirement letters issued by Crescent Harbor.

Standard flood hazard determinations have been ordered from a qualified flood determination company for each of the four mortgaged properties. Upon receipt of the flood hazard determination certificates, Calderwood & Harkness will review the results and advise the Loan Parties and Crescent Harbor as to any flood insurance requirements. In the event that any mortgaged property is determined to be located in a SFHA, the Borrower must procure and deliver evidence of flood insurance in the required amounts and with the required coverage terms prior to the deadline.

The Borrower's insurance broker, Vantage Risk Advisors, LLC (contact: Rachel Sorensen), has been notified of this requirement and is on standby to procure any necessary flood insurance policies.

Deadline: April 30, 2025 (concurrent with the mortgage delivery deadline set forth in Section 2 above).

6. Survey Updates

Pursuant to Paragraph 5 of the Post-Closing Letter, if updated ALTA/NSPS land title surveys are required by the Title Commitments issued by Landmark Title Assurance Company for any of the four mortgaged properties — or if updated surveys are necessary to satisfy the survey-related requirements of the Collateral Agent or to obtain the ALTA 25.0 (Same as Survey) endorsement — the Borrower must arrange for such surveys to be completed and delivered to the title company and the Collateral Agent.

Calderwood & Harkness is currently reviewing the Title Commitments and the existing survey materials to determine whether updated surveys will be required for any or all of the four properties. We will advise the Loan Parties promptly upon completion of our review. In the event that updated surveys are required, the Borrower should promptly engage a licensed surveyor in the applicable jurisdiction to prepare updated ALTA/NSPS surveys meeting the requirements of the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, including Table A items as specified by the Collateral Agent.

Deadline: April 30, 2025.

7. Post-Closing Certificate

Pursuant to Paragraph 6 of the Post-Closing Letter, Nexford Industrial Holdings Inc., as Borrower, is required to deliver a Post-Closing Certificate to Crescent Harbor Bank, N.A., as Collateral Agent, certifying that (a) all Mortgages required to be delivered and recorded pursuant to the Post-Closing Letter have been duly executed, delivered, and recorded in the appropriate recording offices, and evidence of recording has been delivered to the Collateral Agent, and (b) all lender's title insurance policies required to be delivered pursuant to the Post-Closing Letter have been issued and delivered to the Collateral Agent, together with all required endorsements.

The Post-Closing Certificate is to be executed by an authorized officer of the Borrower (we recommend the General Counsel or the Chief Financial Officer). Calderwood & Harkness will prepare a draft of the Post-Closing Certificate and circulate it to the Loan Parties for review and execution once all of the underlying deliverables have been completed.

Deadline: No later than April 30, 2025.

8. New UCC-1 Financing Statement Confirmations

We note for the record that UCC-1 financing statements naming Crescent Harbor Bank, N.A. as Secured Party were filed on the Closing Date (March 28, 2025) in all required jurisdictions for each Loan Party debtor. These filings are necessary to perfect the security interest of the Collateral Agent in the personal property collateral of the Loan Parties under the Security Agreement. The filings were made in the following jurisdictions with respect to the following debtors:

We note that the UCC-1 financing statement for Granite Peak NIH Holdings, LLC (Item 2 above) was filed in Delaware, which is the state of formation of that entity.

Calderwood & Harkness will confirm filing numbers and distribute file-stamped acknowledgment copies to Crescent Harbor Bank, N.A., as Collateral Agent, and to the Loan Parties upon receipt from the respective filing offices. Processing times vary by jurisdiction, and we expect to receive the majority of acknowledgment copies within ten to fifteen business days of the filing date.

No further action is required from Nexford with respect to this item. This is an informational update only.

9. IP Security Agreement Filings

The intellectual Property Security Agreement, dated as of March 28, 2025, has been executed by the Loan Parties and delivered to the Collateral Agent. In order to perfect the security interest granted thereunder with respect to registered patents, trademarks, and copyrights, Calderwood & Harkness will file the necessary short-form security interest notices with the following offices:

(a) United States Patent and Trademark Office (USPTO): Recordation of security interests in patents and patent applications, and in trademarks and trademark applications, owned by the Loan Parties.

(b) U.S. Copyright Office: Recordation of security interests in registered copyrights owned by the Loan Parties, if applicable.

Calderwood & Harkness is currently preparing the necessary recordation forms and supporting documentation. We will provide confirmation of these filings to the Loan Parties and to Crescent Harbor upon completion. We anticipate that the filings will be submitted within the next two weeks.

10. Ongoing Compliance Obligations — Reminder

While not a post-closing deliverable per se, we believe it is helpful at this juncture to remind the Loan Parties of certain initial ongoing compliance obligations under the Credit Agreement that will take effect following the Closing Date. The following is not intended to be an exhaustive list of all covenants and obligations under the Credit Agreement; rather, it highlights certain near-term compliance items that require advance planning:

• First Quarterly Amortization Payment: The first quarterly principal amortization payment on the Term Loan B Facility in the amount of $3,500,000 is due on June 30, 2025. This amount represents 1.00% per annum of the original principal amount of the Term Loan B Facility ($1,400,000,000), payable in equal quarterly installments of $3,500,000 each ($1,400,000,000 × 1.00% ÷ 4). The Borrower should ensure that its cash management and treasury systems are configured to make this payment on a timely basis.

• Financial Reporting — Annual Audited Financial Statements: The Borrower is required to deliver annual audited consolidated financial statements, together with the report of its independent registered public accounting firm, within 90 days of the end of each fiscal year. The Borrower's independent auditor is Ashworth & Kendrick LLP (engagement partner: Helen Yamamoto). We understand that the Borrower's fiscal year ends on December 31, and accordingly, the first set of annual financial statements to be delivered under the Credit Agreement (for the fiscal year ending December 31, 2025) will be due by March 31, 2026.

• Financial Reporting — Quarterly Unaudited Financial Statements: The Borrower is required to deliver quarterly unaudited consolidated financial statements within 45 days of the end of each fiscal quarter (other than the last fiscal quarter of each fiscal year). The first quarterly financial statements to be delivered under the Credit Agreement will be for the fiscal quarter ending June 30, 2025, due by August 14, 2025.

• Compliance Certificate: A Compliance Certificate, in the form attached as an exhibit to the Credit Agreement, must be delivered to the Administrative Agent concurrently with the delivery of each set of annual and quarterly financial statements. The Compliance Certificate is to be executed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower and must certify, among other things, compliance with all financial covenants and the absence of any Default or Event of Default.

• Insurance Compliance: The Borrower must maintain property and casualty insurance coverage (currently provided by Continental Shield Underwriters, Inc.) and directors' and officers' liability coverage (currently provided by Meridian Specialty Insurance Co.) in accordance with the requirements set forth in Section 6.07 of the Credit Agreement. The Borrower's insurance broker is Vantage Risk Advisors, LLC (contact: Rachel Sorensen). We recommend that the Borrower conduct a review of its existing insurance program promptly following closing to confirm that all coverage requirements are satisfied and that all required loss-payee and additional-insured endorsements are in place in favor of the Collateral Agent.

• Sanctions/OFAC/Anti-Corruption: The Borrower and each Guarantor must maintain continuing compliance with all representations and covenants relating to Sanctions (including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC")), the Foreign Corrupt Practices Act of 1977 (the "FCPA"), the USA PATRIOT Act (Title III of Pub. L. 107-56), and all other applicable anti-corruption and anti-money laundering laws and regulations. The Loan Parties should ensure that their compliance programs, policies, and procedures are current and adequate to meet these requirements.

We emphasize that the foregoing is a summary reminder only and does not purport to be a complete description of all ongoing obligations under the Credit Agreement. We encourage the Loan Parties to review the Credit Agreement carefully and to consult with their advisors as needed to ensure full compliance with all applicable covenants, reporting requirements, and other obligations.

11. Post-Closing Tracker

Calderwood & Harkness is maintaining a detailed Post-Closing Checklist and Tracker in the form of an Excel workbook (the "Tracker"), which provides a comprehensive, item-by-item listing of all post-closing obligations, responsible parties, applicable deadlines, and current status. The Tracker is being maintained by Sophie Tremblay of Calderwood & Harkness and will be updated regularly as items are completed or as circumstances change.

The current version of the Tracker (dated March 31, 2025) is being provided under separate cover. We will circulate updated versions of the Tracker on a weekly basis (or more frequently as warranted) to the Loan Parties, Crescent Harbor, and all other relevant parties until all post-closing obligations have been fully satisfied. We ask that the Loan Parties review the Tracker promptly upon receipt and advise us of any corrections or additions.

12. Contact Information and Coordination

For questions regarding any of the post-closing matters described in this letter, please do not hesitate to contact the following members of the Calderwood & Harkness deal team:

Claudia Merritt, Responsible Partner Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Telephone: (212) 558-4127

Email: claudia.merritt@calderwoodharkness.com

Marcus Leung, Lead Associate Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Telephone: (212) 558-4253

Email: marcus.leung@calderwoodharkness.com

Sophie Tremblay, Working Associate Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Telephone: (212) 558-4391

Email: sophie.tremblay@calderwoodharkness.com

For tax-related post-closing items, including matters relating to mortgage recording taxes and related filings, please contact:

Sylvia Hartwell, Specialist Partner, Tax Calderwood & Harkness LLP 425 Lexington Avenue, New York, NY 10017 Telephone: (212) 558-4510

Email: sylvia.hartwell@calderwoodharkness.com

We note that coordination with Whitfield & Gage LLP (arranger's and agent's counsel; contact: Margaret Ashby, Partner) regarding the Administrative Agent's specific requirements for post-closing deliverables is ongoing, and we will keep the Loan Parties informed of any additional requirements or clarifications that arise from those discussions.

We will continue to monitor all post-closing deadlines closely and to assist Nexford with the timely completion of all outstanding obligations described herein. Given the number of workstreams and the compressed timeline for completion of the mortgage recording and title insurance deliverables, we request that Nexford designate internal points of contact for these workstreams at your earliest convenience. We suggest that Priya Mehta serve as the lead for Treasury-related matters (including the funding of recording taxes and fees) and that David Engstrom serve as the lead for legal coordination (including the execution of Mortgages and other documents in recordable form). Please confirm these designations at your earliest convenience so that we may direct our communications accordingly.

We appreciate the cooperation and collaboration of the Nexford team throughout the closing process, and we look forward to working with you to bring the remaining post-closing items to a successful conclusion.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Claudia Merritt Partner

Enclosures / Attachments:

1. Post-Closing Checklist and Tracker (Excel workbook dated March 31, 2025) — provided under separate cover

2. Mortgage Recording Cover Letters and Filing Instructions — to follow in April 2025

3. Copies of filed UCC-3 Termination Statements (Atlas Meridian Bank, N.A. liens) — enclosed

Distribution:

cc: Michelle Kaplan, Chief Financial Officer, Nexford Industrial Holdings Inc. cc: Priya Mehta, Vice President, Treasury & Corporate Finance, Nexford Industrial Holdings Inc. cc: Ryan Ostrowski, Principal, Granite Peak Capital Partners, LP cc: Patricia Voss, Kellner Brandt & Associates LLP cc: Margaret Ashby, Whitfield & Gage LLP cc: Elaine Prescott, Crescent Harbor Bank, N.A. cc: Ian Blackwood, Calderwood & Harkness LLP (internal) cc: Marcus Leung, Calderwood & Harkness LLP (internal) cc: Sophie Tremblay, Calderwood & Harkness LLP (internal) cc: Sylvia Hartwell, Calderwood & Harkness LLP (internal)

Calderwood & Harkness LLP — Confidential and Privileged Matter No. 1005-00001 / IBL-NIH-2025-031

CategoryDeadlineStatus
Recorded Mortgages and Title Insurance Policies (Section 2)April 30, 2025 (30 calendar days post-Closing Date)Outstanding
UCC-3 Termination Statements — Atlas Meridian Bank, N.A. Liens (Section 3)Filed March 31, 2025Completed
Original Executed Documents — Delivery to Administrative Agent (Section 4)March 31, 2025Completed
Flood Insurance Compliance (Section 5)April 30, 2025Outstanding
Survey Updates, if applicable (Section 6)April 30, 2025Under Review
Post-Closing Certificate (Section 7)April 30, 2025Outstanding — to be delivered upon completion of mortgage recording
New UCC-1 Financing Statement Confirmations (Section 8)N/A — filings made on Closing Date; acknowledgment copies pendingPending Receipt
IP Security Agreement Filings — USPTO and U.S. Copyright Office (Section 9)To be completed promptly following the Closing DateIn Progress
Filing JurisdictionDebtor(s)
Delaware Secretary of StateNexford 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.
Illinois Secretary of StateNexford Manufacturing Services, LLC
Pennsylvania Department of StateClearfield Tool & Die, Inc.
South Carolina Secretary of StateSummit Industrial Fabrication Co.
Texas Secretary of StateRidgepoint Specialty Coatings, LLC
Michigan Department of StateLakeshore Precision Engineering, Inc.
No.Filing JurisdictionDebtor
1.Delaware Secretary of StateNexford Industrial Holdings Inc.
2.Delaware Secretary of StateGranite Peak NIH Holdings, LLC
3.Delaware Secretary of StateNexford Precision Components, Inc.
4.Delaware Secretary of StateNexford Engineered Systems, LLC
5.Delaware Secretary of StateNexford Coatings & Surface Technologies, Inc.
6.Illinois Secretary of StateNexford Manufacturing Services, LLC
7.Delaware Secretary of StateNexford Properties, LLC
8.Delaware Secretary of StateNexford International Holdings, Inc.
9.Pennsylvania Department of StateClearfield Tool & Die, Inc.
10.South Carolina Secretary of StateSummit Industrial Fabrication Co.
11.Texas Secretary of StateRidgepoint Specialty Coatings, LLC
12.Michigan Department of StateLakeshore Precision Engineering, Inc.