1005-00001 · Nexford Industrial Holdings · Transaction Documents/Security & Guarantee

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EXECUTION VERSION

INTERCOMPANY PROMISSORY NOTE

Up to $500,000,000

March 28, 2025

THIS NOTE HAS BEEN PLEDGED TO CRESCENT HARBOR BANK, N.A., AS COLLATERAL AGENT, PURSUANT TO THAT CERTAIN SECURITY AGREEMENT DATED AS OF MARCH 28, 2025, AMONG NEXFORD INDUSTRIAL HOLDINGS INC., THE GUARANTORS PARTY THERETO, AND CRESCENT HARBOR BANK, N.A., AS COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES. SEE SECTION 5 AND THE ENDORSEMENT HERETO.

RECITALS

Nexford Industrial Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Maker"), with its principal office located at 1400 Industrial Parkway, Schaumburg, Illinois 60173 (EIN: 36-4178552; Delaware Secretary of State file number 5765432), hereby executes and delivers this Intercompany Promissory Note (this "Note") in favor of each direct and indirect domestic subsidiary of the Maker listed on Schedule I hereto, and any additional subsidiary that may from time to time become a payee hereunder in accordance with the terms hereof (collectively, the "Subsidiary Payees" and individually, a "Subsidiary Payee").

WHEREAS, this Note is executed and delivered pursuant to that certain Credit Agreement dated as of March 28, 2025 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders party thereto from time to time;

WHEREAS, this Note is also issued in connection with that certain Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among the Borrower, the Guarantors party thereto from time to time, and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which the Maker and each Subsidiary Payee have granted a security interest in, among other things, this Note and all rights, title, and interest of the Maker and each Subsidiary Payee arising hereunder;

WHEREAS, this Note evidences intercompany loans and advances made from time to time by the Maker to the Subsidiary Payees, and by the Subsidiary Payees to the Maker, in each case in the ordinary course of business and for purposes of meeting working capital, operational, and other corporate financing needs within the Nexford group of companies;

WHEREAS, this Note has been pledged and endorsed to Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to the Security Agreement and the other Loan Documents, and such pledge constitutes a material inducement for the Lenders to extend credit under the Credit Agreement; and

WHEREAS, the Maker and each Subsidiary Payee acknowledge and agree that the execution, delivery, and performance of this Note is in the best interests of each such party and is necessary and desirable for the conduct of the business of the Nexford group.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Section 1. Promise to Pay

FOR VALUE RECEIVED, each of the undersigned Subsidiary Payees (when acting as a borrowing party) and the Maker (when acting as a borrowing party) hereby unconditionally promises to pay to the order of the applicable lending party (i.e., the Maker or the applicable Subsidiary Payee, as the case may be) the aggregate unpaid principal amount of all intercompany loans and advances made from time to time by such lending party to such borrowing party hereunder, together with interest thereon as provided in Section 2 hereof.

The principal amount of each intercompany loan or advance made hereunder, and the date and amount of each repayment of principal thereof, shall be recorded on the grid schedule attached hereto as Schedule II (the "Grid Schedule"), or, alternatively, in the books and records maintained by the Maker in the ordinary course of its business. The Maker shall make entries on the Grid Schedule or in its books and records, as applicable, promptly following each intercompany loan, advance, or repayment. The entries set forth on the Grid Schedule, or in the books and records of the Maker, as applicable, shall be prima facie evidence of the existence and amounts of the obligations of the borrowing party recorded therein and shall be conclusive and binding absent manifest error; provided, however, that the failure to make any such entry, or any error in making any such entry, shall not limit or otherwise affect the obligations of any borrowing party hereunder to repay the outstanding principal amount of all intercompany loans and advances made to such borrowing party, together with accrued interest thereon, in accordance with the terms of this Note.

The maximum aggregate principal amount of intercompany loans and advances outstanding at any time under this Note shall not exceed Five Hundred Million Dollars ($500,000,000); provided that such maximum amount shall at all times be subject to the limitations, restrictions, and conditions set forth in the Credit Agreement, the Security Agreement, and the other Loan Documents. The revolving nature of this facility permits repeated borrowings and repayments hereunder, subject to the foregoing limitations.

Section 2. Interest

(a) Rate. Interest shall accrue on the unpaid principal balance of each intercompany loan and advance outstanding hereunder at a rate per annum equal to the applicable federal rate (the "AFR") as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code"), in effect as of the date such intercompany loan or advance is made, utilizing the compounding period and term corresponding to the term of such intercompany loan or advance, or such other rate as may be agreed upon in writing between the Maker and the applicable Subsidiary Payee from time to time; provided that any such agreed-upon rate shall be consistent with arm's-length terms within the meaning of Section 482 of the Code and applicable Treasury Regulations thereunder and shall comply with applicable transfer pricing guidelines and policies of the Nexford group. For the avoidance of doubt, to the extent any intercompany loan or advance hereunder is a demand obligation, the applicable AFR shall be determined using the short-term rate in effect for the month in which such loan or advance is made.

(b) Computation. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed (including the first day but excluding the last day) during the period for which interest is payable. This method of calculation shall result in a higher effective interest rate than the nominal rate stated herein.

(c) Payment of Interest. Accrued interest on each intercompany loan and advance outstanding hereunder shall be payable quarterly in arrears on the last Business Day of each March, June, September, and December, commencing on June 30, 2025, or at such other times as the lending party and the borrowing party may agree in writing; provided that all accrued and unpaid interest shall in any event be payable on the date on which the related principal amount becomes due and payable (whether at maturity, upon demand, upon acceleration, or otherwise) in accordance with Section 3 hereof.

(d) Default Interest. Upon the occurrence and during the continuance of any event of default under Section 8 hereof, interest shall accrue on all outstanding principal and, to the extent permitted by applicable law, on all overdue interest, at a rate per annum equal to two percent (2.00%) above the rate otherwise applicable hereunder.

Section 3. Repayment; Maturity

(a) Demand. Each intercompany loan and advance evidenced hereby shall be payable on demand by the applicable lending party. Demand for payment may be made at any time by written notice delivered in accordance with Section 11 hereof.

(b) Final Maturity. Notwithstanding the demand nature of the obligations evidenced hereby, all outstanding principal of, and all accrued and unpaid interest on, each intercompany loan and advance hereunder shall be due and payable in full on the earliest to occur of the following:

(i) the date on which the applicable lending party demands payment in accordance with Section 3(a) above;

(ii) March 28, 2032, which is the stated maturity date of the Term Loan B Facility under the Credit Agreement (the "Stated Maturity Date");

(iii) the date on which the Obligations under the Credit Agreement are accelerated following the occurrence of an Event of Default thereunder, whether by action of the Administrative Agent, the Required Lenders, or by operation of law (including, without limitation, any automatic acceleration upon the occurrence of certain insolvency events as set forth in the Credit Agreement); or

(iv) the date on which the Collateral Agent exercises remedies with respect to this Note under the Security Agreement, including, without limitation, the right to collect, enforce, or otherwise realize upon this Note as part of the Collateral pledged to secure the Obligations.

(c) Application of Payments. All payments of principal and interest received hereunder shall be applied in the following order: first, to fees, costs, and expenses (if any) then due and payable hereunder; second, to accrued and unpaid interest; and third, to outstanding principal, in each case unless otherwise directed by the Collateral Agent following the occurrence and during the continuance of an Event of Default under the Credit Agreement.

Section 4. Prepayment

(a) Voluntary Prepayment. The borrowing party may prepay all or any portion of the outstanding principal amount of any intercompany loan or advance evidenced hereby at any time and from time to time, without premium, penalty, or prior notice to the lending party.

(b) Application of Prepayments. All voluntary prepayments shall be applied first to accrued and unpaid interest on the principal amount being prepaid and then to the outstanding principal amount of such intercompany loan or advance. Any partial prepayment of principal shall not excuse or defer any subsequent payment obligation hereunder unless the lending party otherwise agrees in writing.

(c) Reborrowing. Following any prepayment, the borrowing party may reborrow amounts previously repaid, subject to the terms and conditions of this Note (including the maximum aggregate principal limitation set forth in Section 1) and the applicable provisions of the Credit Agreement and the Security Agreement.

Section 5. Pledge to Collateral Agent

(a) Acknowledgment of Pledge. Each party hereto acknowledges and agrees that this Note and all rights, title, and interest of the Maker and each Subsidiary Payee arising hereunder (including, without limitation, the right to receive payments of principal and interest and the right to enforce the obligations of the borrowing parties) have been pledged, assigned, and granted to Crescent Harbor Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties, pursuant to the Security Agreement. This pledge constitutes a first-priority security interest in this Note in favor of the Collateral Agent, subject to the terms and conditions of the Security Agreement and the other Loan Documents.

(b) Payments in the Ordinary Course. So long as no Event of Default under the Credit Agreement has occurred and is continuing, all payments of principal and interest under this Note may be made in the ordinary course of business between the Maker and the Subsidiary Payees, and may be effected by wire transfer, book entry, intercompany account adjustment, netting, or such other means as the Maker and the applicable Subsidiary Payee may determine to be commercially reasonable.

(c) Rights of the Collateral Agent Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, the Collateral Agent shall have the right, at the direction of the Required Lenders (or, in the case of any Event of Default that results in automatic acceleration under the Credit Agreement, without further direction), to:

(i) collect any and all amounts due and payable under this Note directly from the applicable borrowing party, and each borrowing party hereby irrevocably authorizes and directs the lending party (and, if the borrowing party is itself a lending party hereunder with respect to other intercompany loans, the applicable Subsidiary Payee or the Maker, as the case may be) to make all such payments directly to or as directed by the Collateral Agent;

(ii) exercise all rights, remedies, and powers of the lending party under this Note, including, without limitation, the right to demand payment, to accelerate the maturity of the obligations evidenced hereby, to sue for collection, and to take any and all other actions that the lending party would be entitled to take hereunder; and

(iii) apply all amounts collected in respect of this Note in accordance with the terms and priorities set forth in the Security Agreement and the Credit Agreement, including, without limitation, in accordance with any waterfall provisions or payment priority provisions contained therein.

(d) No Amendment Without Consent of Collateral Agent. No amendment, modification, supplement, cancellation, forgiveness, waiver, or discharge of this Note (including, without limitation, any change to the interest rate, maturity date, payment terms, or the identity of any party hereto) shall be effective without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders, unless a higher threshold of Lender consent is required under the Credit Agreement for the relevant type of modification). For the avoidance of doubt, the addition of any new Subsidiary Payee to this Note pursuant to the terms hereof shall require notice to, but shall not require the consent of, the Collateral Agent unless the Credit Agreement otherwise requires.

(e) Legend. This Note shall bear the legend set forth on the cover page hereof, indicating that it has been pledged to the Collateral Agent. The Maker shall not issue any replacement, substitute, or duplicate of this Note without simultaneously affixing such legend and delivering such replacement, substitute, or duplicate to the Collateral Agent.

Section 6. Subordination

(a) General Subordination. All obligations of the Maker to the Subsidiary Payees, and of each Subsidiary Payee to the Maker, under or in respect of this Note (collectively, the "Intercompany Obligations") are hereby expressly subordinated in right of payment, to the fullest extent permitted by applicable law, to the prior payment in full in cash of all Obligations (as defined in the Credit Agreement) owed to the Secured Parties under or in connection with the Credit Agreement, the Security Agreement, and the other Loan Documents (collectively, the "Senior Obligations"). No holder of any Intercompany Obligation shall be entitled to receive, and no party hereto shall make or permit to be made, any payment on account of any Intercompany Obligation except in compliance with this Section 6.

(b) Payment blockage. Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, no payments of principal, interest, or any other amount under this Note shall be made by the Maker to any Subsidiary Payee, or by any Subsidiary Payee to the Maker (to the extent the Maker is then a borrowing party hereunder), without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders). Any amounts received by any party hereto in violation of this Section 6(b) shall be held in trust for the benefit of the Secured Parties and shall be promptly turned over to the Collateral Agent for application in accordance with the terms of the Credit Agreement and the Security Agreement.

(c) Insolvency; Liquidation. In the event of any insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, or any similar case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or similar law now or hereafter in effect (collectively, an "Insolvency Proceeding") relating to any party hereto or to the property or assets of any party hereto, the Collateral Agent (for the benefit of the Secured Parties) shall be entitled to receive payment in full in cash of all Senior Obligations (including, without limitation, all principal, interest, fees, expenses, indemnification amounts, and other amounts constituting Senior Obligations, and including post-petition interest to the extent allowed by applicable law) before any holder of any Intercompany Obligation receives any payment, distribution, or other recovery of any kind or character (whether in cash, property, securities, or otherwise) on account of any Intercompany Obligation. Any payment, distribution, or other recovery received by any holder of an Intercompany Obligation in connection with any Insolvency Proceeding in contravention of this Section 6(c) shall be held in trust for the benefit of the Secured Parties and shall be promptly turned over to the Collateral Agent for application in reduction of the Senior Obligations.

(d) Intercreditor Framework. The subordination provisions set forth in this Section 6 are intended to be consistent with, and shall be interpreted in accordance with, the intercreditor framework established by that certain First Lien/Unsecured Intercreditor Agreement dated as of March 28, 2025 (the "Intercreditor Agreement"), among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as trustee for the holders of the Maker's $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028, and Nexford Industrial Holdings Inc. To the extent of any conflict between the terms of this Section 6 and the terms of the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern and control.

(e) Continued Effectiveness. The subordination provisions set forth in this Section 6 shall remain in full force and effect until all Senior Obligations have been paid in full in cash and all commitments of the Lenders under the Credit Agreement have been terminated. The provisions of this Section 6 are intended to be for the benefit of, and shall be enforceable directly by, the Collateral Agent and each of the Secured Parties.

Section 7. Representations and Warranties

Each party hereto hereby represents and warrants to each other party hereto, and to the Collateral Agent for the benefit of the Secured Parties, as of the date hereof and as of the date of each intercompany loan or advance made hereunder, as follows:

(a) Organization and Good Standing. Such party is a corporation, limited liability company, or other entity duly organized or formed, validly existing, and in good standing (to the extent such concept is recognized) under the laws of its jurisdiction of organization or formation, and has all requisite power and authority to own or lease its properties and to conduct its business as presently conducted.

(b) Power and Authority. Such party has the requisite corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform this Note and to consummate the transactions contemplated hereby, including, without limitation, the making and receipt of intercompany loans and advances, the payment of principal and interest thereon, and the pledge of this Note to the Collateral Agent.

(c) Due Authorization. The execution, delivery, and performance of this Note by such party have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of such party. No further approval, consent, authorization, or other action by, or notice to or filing with, any person (including any governmental authority) is required in connection with the execution, delivery, or performance of this Note by such party, except for such approvals, consents, authorizations, actions, notices, or filings as have been obtained, taken, or made prior to the date hereof.

(d) Enforceability. This Note constitutes a legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether considered in a proceeding in equity or at law (including concepts of materiality, reasonableness, good faith, and fair dealing).

(e) No Conflict. The execution, delivery, and performance of this Note by such party do not and will not (i) violate or conflict with the certificate of incorporation, bylaws, operating agreement, or other organizational documents of such party, (ii) violate or conflict with any applicable law, rule, regulation, order, judgment, or decree binding upon such party, or (iii) result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, or acceleration under any material agreement or instrument to which such party is a party or by which any of its properties or assets may be bound.

Section 8. Events of Default Under This Note

(a) Events of Default. Each of the following events shall constitute an event of default under this Note (each, a "Note Event of Default"):

(i) Failure to Pay Principal. The failure by any borrowing party to pay any amount of principal due and payable under this Note when due, whether at the stated maturity, upon demand, upon acceleration, or otherwise;

(ii) Failure to Pay Interest. The failure by any borrowing party to pay any amount of interest due and payable under this Note within five (5) Business Days after the date on which such interest becomes due and payable;

(iii) Credit Agreement Event of Default. The occurrence of an Event of Default (as defined in the Credit Agreement) under the Credit Agreement, regardless of whether such Event of Default directly relates to the Maker or any Subsidiary Payee;

(iv) Breach of Representations or Warranties. Any representation or warranty made by any party hereto in this Note (including, without limitation, in Section 7 hereof) proving to have been untrue or incorrect in any material respect as of the date when made or deemed made; or

(v) Insolvency Events. The commencement of any Insolvency Proceeding by or against any party hereto, including, without limitation, the filing of a voluntary petition in bankruptcy, the filing of an involuntary petition in bankruptcy that is not dismissed within sixty (60) days, the appointment of a receiver, custodian, or trustee for all or a substantial part of the assets of any party hereto, or the making of a general assignment for the benefit of creditors by any party hereto.

(b) Remedies. Upon the occurrence and during the continuance of any Note Event of Default, all amounts outstanding under this Note (including all principal, accrued and unpaid interest, and any other amounts payable hereunder) shall, at the option of the applicable lending party (or the Collateral Agent, acting at the direction of the Required Lenders, following the occurrence of a Note Event of Default described in clause (iii) or (v) above), become immediately due and payable without further notice or demand; provided that upon the occurrence of any Note Event of Default described in clause (v) above with respect to the Maker, all such amounts shall become immediately due and payable automatically without any election, notice, or further action by any party.

(c) Rights Cumulative. The rights and remedies of the lending party and the Collateral Agent under this Section 8 are cumulative and are in addition to all other rights and remedies available to the lending party and the Collateral Agent under this Note, the Credit Agreement, the Security Agreement, or applicable law.

Section 9. Waivers

Each borrowing party hereby irrevocably waives, to the fullest extent permitted by applicable law:

(a) presentment for payment and demand for payment of any amount due and payable under this Note;

(b) notice of dishonor, protest, and notice of protest;

(d) diligence in collection or enforcement;

(e) any defense based upon an election of remedies by the lending party or the Collateral Agent; and

(f) all other notices, demands, and formalities in connection with the delivery, acceptance, performance, default, or enforcement of this Note, to the extent that the giving of such notice or the making of such demand or the observance of such formality may be waived under applicable law.

No failure or delay on the part of any lending party, the Collateral Agent, or any Secured Party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any rights or remedies provided by law.

Section 10. Amendments and Modifications

This Note may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by the Maker and each applicable Subsidiary Payee. Any purported amendment, modification, supplement, restatement, or other change to this Note that is not made in compliance with this Section 10 shall be null and void and of no force or effect.

In addition to the foregoing, and in accordance with Section 5(d) hereof, any amendment, modification, supplement, restatement, cancellation, forgiveness, waiver, or discharge of this Note (or any provision hereof) shall also require the prior written consent of Crescent Harbor Bank, N.A., as Collateral Agent, acting at the direction of the Required Lenders (or such higher threshold of Lender consent as may be required under the Credit Agreement). The Maker shall provide prompt written notice to the Collateral Agent of any proposed amendment, modification, or supplement, together with a copy of the proposed instrument effecting such amendment, modification, or supplement, and shall not execute or deliver any such instrument until the required consent has been obtained.

Section 11. Notices

(a) All notices, requests, demands, consents, and other communications required or permitted under this Note shall be in writing and shall be deemed duly given (i) when delivered personally to the party to whom directed, (ii) on the third (3rd) Business Day after being sent by certified mail, return receipt requested, postage prepaid, (iii) on the first (1st) Business Day after being sent by a nationally recognized overnight courier service, or (iv) when sent by email (with confirmation of transmission), in each case to the parties at the following addresses (or at such other address as any party may designate by notice to the other parties in accordance with this Section 11):

(b) If to the Maker:

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

Attention: David Engstrom, General Counsel & Corporate Secretary

Email: dengstrom@nexford.com

with a copy (which shall not constitute notice) to:

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

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

Email: pmehta@nexford.com

(c) If to any Subsidiary Payee, at the address set forth opposite such Subsidiary Payee's name on Schedule I hereto, or at such other address as such Subsidiary Payee may from time to time designate by written notice to the Maker and the Collateral Agent.

(d) If to the Collateral Agent:

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

Attention: Elaine Prescott, Managing Director, Leveraged Finance

Email: elaine.prescott@crescentharbor.com

Section 12. Governing Law

This Note and any claims, controversies, disputes, or causes of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Note or the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof that would require the application of the laws of another jurisdiction; provided that Sections 5-1401 and 5-1402 of the New York General Obligations Law shall apply.

Section 13. Jurisdiction; Waiver of Jury Trial

(a) Submission to Jurisdiction. Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan, the County of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Note, and each party hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 13 shall affect the right of the Collateral Agent to bring any action or proceeding against any party hereto or its property in the courts of any other jurisdiction.

(b) Waiver of Venue. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note in any court referred to in Section 13(a) above, and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13(c).

Section 14. Miscellaneous

(a) Severability. If any provision of this Note is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note or invalidate or render unenforceable such provision in any other jurisdiction. Upon such determination that any provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Note so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(b) Counterparts; Electronic Execution. This Note may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Note by facsimile, portable document format (.pdf), or other electronic imaging means (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law, e.g., www.Brightwater Software.com) shall be effective as delivery of a manually executed counterpart of this Note.

(c) Binding Effect. The provisions of this Note shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. No party hereto may assign or transfer any of its rights or obligations under this Note without the prior written consent of the Collateral Agent, except as contemplated by the Security Agreement.

(d) Integration. This Note, together with the Credit Agreement, the Security Agreement, the Intercreditor Agreement, and the other Loan Documents, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, with respect to such subject matter. Reference is hereby made to the Credit Agreement and the Security Agreement for additional terms and conditions governing the pledge of this Note and the rights and obligations of the parties hereto.

(e) Headings. The section headings in this Note are inserted for convenience of reference only and shall not affect the interpretation or construction of this Note.

(f) Additional Subsidiary Payees. Any direct or indirect domestic subsidiary of the Maker that is not listed on Schedule I as of the date hereof may become a Subsidiary Payee hereunder by executing a joinder agreement in form and substance reasonably satisfactory to the Maker and the Collateral Agent, whereupon Schedule I shall be deemed amended to include such subsidiary.

(g) No Third-Party Beneficiaries. Except for the Collateral Agent and the Secured Parties (who are intended third-party beneficiaries of Sections 5 and 6 hereof), nothing in this Note, express or implied, is intended to confer upon any person other than the parties hereto any rights, remedies, obligations, or liabilities hereunder.

(h) Survival. The representations, warranties, covenants, and agreements of the parties hereto contained in this Note shall survive the execution and delivery of this Note and shall continue in full force and effect until all obligations hereunder have been paid in full and this Note has been cancelled or returned.

[Remainder of this page intentionally left blank. Signature pages, Endorsement, Schedule I, and Schedule II follow.]

ENDORSEMENT

ENDORSED AND PLEDGED TO:

CRESCENT HARBOR BANK, N.A., AS COLLATERAL AGENT

Pay to the order of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under that certain 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, the Joint Lead Arrangers party thereto, and the Lenders party thereto, without recourse.

NEXFORD INDUSTRIAL HOLDINGS INC.

By: ________

Name: Michelle Kaplan

Title: Chief Financial Officer

Date: March 28, 2025

SIGNATURE PAGE TO INTERCOMPANY PROMISSORY NOTE

IN WITNESS WHEREOF, the parties hereto have executed this Intercompany Promissory Note as of the date first written above.

MAKER:.

NEXFORD INDUSTRIAL HOLDINGS INC.

By: ________

Name: Michelle Kaplan

Title: Chief Financial Officer

SUBSIDIARY PAYEES:.

NEXFORD PRECISION COMPONENTS, INC.

By: ________

Name: Michelle Kaplan

Title: Vice President and Treasurer

NEXFORD ENGINEERED SYSTEMS, LLC

By: Nexford Industrial Holdings Inc., its sole member

By: ________

Name: Michelle Kaplan

Title: Chief Financial Officer

NEXFORD COATINGS & SURFACE TECHNOLOGIES, INC.

By: ________

Name: Michelle Kaplan

Title: Vice President and Treasurer

NEXFORD MANUFACTURING SERVICES, LLC

By: Nexford Industrial Holdings Inc., its sole member

By: ________

Name: Michelle Kaplan

Title: Chief Financial Officer

NEXFORD PROPERTIES, LLC

By: Nexford Industrial Holdings Inc., its sole member

By: ________

Name: Michelle Kaplan

Title: Chief Financial Officer

NEXFORD INTERNATIONAL HOLDINGS, INC.

By: ________

Name: Michelle Kaplan

Title: Vice President and Treasurer

CLEARFIELD TOOL & DIE, INC.

By: ________

Name: Michelle Kaplan

Title: Vice President and Treasurer

SUMMIT INDUSTRIAL FABRICATION CO.

By: ________

Name: Michelle Kaplan

Title: Vice President and Treasurer

RIDGEPOINT SPECIALTY COATINGS, LLC

By: Nexford Coatings & Surface Technologies, Inc., its sole member

By: ________

Name: Michelle Kaplan

Title: Vice President and Treasurer

LAKESHORE PRECISION ENGINEERING, INC.

By: ________

Name: Michelle Kaplan

Title: Vice President and Treasurer

ACKNOWLEDGED AND AGREED BY COLLATERAL AGENT:

CRESCENT HARBOR BANK, N.A., as Collateral Agent

By: ________

Name: Elaine Prescott

Title: Managing Director

SCHEDULE I

LIST OF SUBSIDIARY PAYEES

Note: Nexford Canada Holdings ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada, and Nexford Canada Manufacturing, Inc., a corporation organized under the laws of the Province of Ontario, Canada, are foreign subsidiaries of the Maker and are not parties to this Note. The obligations of such foreign subsidiaries are governed by separate intercompany arrangements and are not evidenced hereby.

SCHEDULE II

GRID SCHEDULE OF INTERCOMPANY LOANS AND ADVANCES

Instructions: All entries on this Grid Schedule shall be made by an authorized officer of the Maker (or such other person designated by the Maker in writing) and shall be conclusive and binding absent manifest error. Each entry shall be made promptly following the making of the applicable intercompany loan or advance or the receipt of the applicable repayment. The failure to make any entry, or any error in any entry, shall not limit or otherwise affect the obligations of any borrowing party to repay the outstanding principal amount of all intercompany loans and advances made to such borrowing party, together with accrued interest thereon, in accordance with the terms of the Intercompany Promissory Note to which this Schedule II is attached. Additional pages may be attached hereto as necessary.

No.	Name of Subsidiary Payee	Entity Type	Jurisdiction of Organization	Address for Notices
1.	Nexford Precision Components, Inc.	Corporation	Delaware	2750 Commerce Drive, Rockford, IL 61101
2.	Nexford Engineered Systems, LLC	Limited Liability Company	Delaware	600 Manufacturers Row, Greenville, SC 29607
3.	Nexford Coatings & Surface Technologies, Inc.	Corporation	Delaware	9100 Westpark Industrial Boulevard, Houston, TX 77063
4.	Nexford Manufacturing Services, LLC	Limited Liability Company	Illinois	1400 Industrial Parkway, Schaumburg, IL 60173
5.	Nexford Properties, LLC	Limited Liability Company	Delaware	c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
6.	Nexford International Holdings, Inc.	Corporation	Delaware	c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
7.	Clearfield Tool & Die, Inc.	Corporation	Pennsylvania	175 Clearfield Avenue, Clearfield, PA 16830
8.	Summit Industrial Fabrication Co.	Corporation	South Carolina	820 Summit Drive, Spartanburg, SC 29303
9.	Ridgepoint Specialty Coatings, LLC	Limited Liability Company	Texas	9100 Westpark Industrial Boulevard, Houston, TX 77063
10.	Lakeshore Precision Engineering, Inc.	Corporation	Michigan	3200 Lakeshore Boulevard, Muskegon, MI 49441
Date of Loan / Advance	Lending Party	Borrowing Party	Principal Amount of Loan / Advance ($)	Interest Rate (% per annum)	Amount of Principal Repaid ($)	Outstanding Principal Balance ($)	Notation Made By

EXECUTION VERSION
INTERCOMPANY PROMISSORY NOTE
Up to $500,000,000
March 28, 2025
THIS NOTE HAS BEEN PLEDGED TO CRESCENT HARBOR BANK, N.A., AS COLLATERAL AGENT, PURSUANT TO THAT CERTAIN SECURITY AGREEMENT DATED AS OF MARCH 28, 2025, AMONG NEXFORD INDUSTRIAL HOLDINGS INC., THE GUARANTORS PARTY THERETO, AND CRESCENT HARBOR BANK, N.A., AS COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES. SEE SECTION 5 AND THE ENDORSEMENT HERETO.
RECITALS
Nexford Industrial Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Maker"), with its principal office located at 1400 Industrial Parkway, Schaumburg, Illinois 60173 (EIN: 36-4178552; Delaware Secretary of State file number 5765432), hereby executes and delivers this Intercompany Promissory Note (this "Note") in favor of each direct and indirect domestic subsidiary of the Maker listed on Schedule I hereto, and any additional subsidiary that may from time to time become a payee hereunder in accordance with the terms hereof (collectively, the "Subsidiary Payees" and individually, a "Subsidiary Payee").
WHEREAS, this Note is executed and delivered pursuant to that certain Credit Agreement dated as of March 28, 2025 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, Ironwood Capital Markets, LLC and Northvane Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners, and the Lenders party thereto from time to time;
WHEREAS, this Note is also issued in connection with that certain Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among the Borrower, the Guarantors party thereto from time to time, and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to which the Maker and each Subsidiary Payee have granted a security interest in, among other things, this Note and all rights, title, and interest of the Maker and each Subsidiary Payee arising hereunder;
WHEREAS, this Note evidences intercompany loans and advances made from time to time by the Maker to the Subsidiary Payees, and by the Subsidiary Payees to the Maker, in each case in the ordinary course of business and for purposes of meeting working capital, operational, and other corporate financing needs within the Nexford group of companies;
WHEREAS, this Note has been pledged and endorsed to Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, pursuant to the Security Agreement and the other Loan Documents, and such pledge constitutes a material inducement for the Lenders to extend credit under the Credit Agreement; and
WHEREAS, the Maker and each Subsidiary Payee acknowledge and agree that the execution, delivery, and performance of this Note is in the best interests of each such party and is necessary and desirable for the conduct of the business of the Nexford group.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Section 1. Promise to Pay
FOR VALUE RECEIVED, each of the undersigned Subsidiary Payees (when acting as a borrowing party) and the Maker (when acting as a borrowing party) hereby unconditionally promises to pay to the order of the applicable lending party (i.e., the Maker or the applicable Subsidiary Payee, as the case may be) the aggregate unpaid principal amount of all intercompany loans and advances made from time to time by such lending party to such borrowing party hereunder, together with interest thereon as provided in Section 2 hereof.
The principal amount of each intercompany loan or advance made hereunder, and the date and amount of each repayment of principal thereof, shall be recorded on the grid schedule attached hereto as Schedule II (the "Grid Schedule"), or, alternatively, in the books and records maintained by the Maker in the ordinary course of its business. The Maker shall make entries on the Grid Schedule or in its books and records, as applicable, promptly following each intercompany loan, advance, or repayment. The entries set forth on the Grid Schedule, or in the books and records of the Maker, as applicable, shall be prima facie evidence of the existence and amounts of the obligations of the borrowing party recorded therein and shall be conclusive and binding absent manifest error; provided, however, that the failure to make any such entry, or any error in making any such entry, shall not limit or otherwise affect the obligations of any borrowing party hereunder to repay the outstanding principal amount of all intercompany loans and advances made to such borrowing party, together with accrued interest thereon, in accordance with the terms of this Note.
The maximum aggregate principal amount of intercompany loans and advances outstanding at any time under this Note shall not exceed Five Hundred Million Dollars ($500,000,000); provided that such maximum amount shall at all times be subject to the limitations, restrictions, and conditions set forth in the Credit Agreement, the Security Agreement, and the other Loan Documents. The revolving nature of this facility permits repeated borrowings and repayments hereunder, subject to the foregoing limitations.
Section 2. Interest
(a) Rate. Interest shall accrue on the unpaid principal balance of each intercompany loan and advance outstanding hereunder at a rate per annum equal to the applicable federal rate (the "AFR") as determined under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code"), in effect as of the date such intercompany loan or advance is made, utilizing the compounding period and term corresponding to the term of such intercompany loan or advance, or such other rate as may be agreed upon in writing between the Maker and the applicable Subsidiary Payee from time to time; provided that any such agreed-upon rate shall be consistent with arm's-length terms within the meaning of Section 482 of the Code and applicable Treasury Regulations thereunder and shall comply with applicable transfer pricing guidelines and policies of the Nexford group. For the avoidance of doubt, to the extent any intercompany loan or advance hereunder is a demand obligation, the applicable AFR shall be determined using the short-term rate in effect for the month in which such loan or advance is made.
(b) Computation. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed (including the first day but excluding the last day) during the period for which interest is payable. This method of calculation shall result in a higher effective interest rate than the nominal rate stated herein.
(c) Payment of Interest. Accrued interest on each intercompany loan and advance outstanding hereunder shall be payable quarterly in arrears on the last Business Day of each March, June, September, and December, commencing on June 30, 2025, or at such other times as the lending party and the borrowing party may agree in writing; provided that all accrued and unpaid interest shall in any event be payable on the date on which the related principal amount becomes due and payable (whether at maturity, upon demand, upon acceleration, or otherwise) in accordance with Section 3 hereof.
(d) Default Interest. Upon the occurrence and during the continuance of any event of default under Section 8 hereof, interest shall accrue on all outstanding principal and, to the extent permitted by applicable law, on all overdue interest, at a rate per annum equal to two percent (2.00%) above the rate otherwise applicable hereunder.
Section 3. Repayment; Maturity
(a) Demand. Each intercompany loan and advance evidenced hereby shall be payable on demand by the applicable lending party. Demand for payment may be made at any time by written notice delivered in accordance with Section 11 hereof.
(b) Final Maturity. Notwithstanding the demand nature of the obligations evidenced hereby, all outstanding principal of, and all accrued and unpaid interest on, each intercompany loan and advance hereunder shall be due and payable in full on the earliest to occur of the following:
(i) the date on which the applicable lending party demands payment in accordance with Section 3(a) above;
(ii) March 28, 2032, which is the stated maturity date of the Term Loan B Facility under the Credit Agreement (the "Stated Maturity Date");
(iii) the date on which the Obligations under the Credit Agreement are accelerated following the occurrence of an Event of Default thereunder, whether by action of the Administrative Agent, the Required Lenders, or by operation of law (including, without limitation, any automatic acceleration upon the occurrence of certain insolvency events as set forth in the Credit Agreement); or
(iv) the date on which the Collateral Agent exercises remedies with respect to this Note under the Security Agreement, including, without limitation, the right to collect, enforce, or otherwise realize upon this Note as part of the Collateral pledged to secure the Obligations.
(c) Application of Payments. All payments of principal and interest received hereunder shall be applied in the following order: first, to fees, costs, and expenses (if any) then due and payable hereunder; second, to accrued and unpaid interest; and third, to outstanding principal, in each case unless otherwise directed by the Collateral Agent following the occurrence and during the continuance of an Event of Default under the Credit Agreement.
Section 4. Prepayment
(a) Voluntary Prepayment. The borrowing party may prepay all or any portion of the outstanding principal amount of any intercompany loan or advance evidenced hereby at any time and from time to time, without premium, penalty, or prior notice to the lending party.
(b) Application of Prepayments. All voluntary prepayments shall be applied first to accrued and unpaid interest on the principal amount being prepaid and then to the outstanding principal amount of such intercompany loan or advance. Any partial prepayment of principal shall not excuse or defer any subsequent payment obligation hereunder unless the lending party otherwise agrees in writing.
(c) Reborrowing. Following any prepayment, the borrowing party may reborrow amounts previously repaid, subject to the terms and conditions of this Note (including the maximum aggregate principal limitation set forth in Section 1) and the applicable provisions of the Credit Agreement and the Security Agreement.
Section 5. Pledge to Collateral Agent
(a) Acknowledgment of Pledge. Each party hereto acknowledges and agrees that this Note and all rights, title, and interest of the Maker and each Subsidiary Payee arising hereunder (including, without limitation, the right to receive payments of principal and interest and the right to enforce the obligations of the borrowing parties) have been pledged, assigned, and granted to Crescent Harbor Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties, pursuant to the Security Agreement. This pledge constitutes a first-priority security interest in this Note in favor of the Collateral Agent, subject to the terms and conditions of the Security Agreement and the other Loan Documents.
(b) Payments in the Ordinary Course. So long as no Event of Default under the Credit Agreement has occurred and is continuing, all payments of principal and interest under this Note may be made in the ordinary course of business between the Maker and the Subsidiary Payees, and may be effected by wire transfer, book entry, intercompany account adjustment, netting, or such other means as the Maker and the applicable Subsidiary Payee may determine to be commercially reasonable.
(c) Rights of the Collateral Agent Upon an Event of Default. Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, the Collateral Agent shall have the right, at the direction of the Required Lenders (or, in the case of any Event of Default that results in automatic acceleration under the Credit Agreement, without further direction), to:
(i) collect any and all amounts due and payable under this Note directly from the applicable borrowing party, and each borrowing party hereby irrevocably authorizes and directs the lending party (and, if the borrowing party is itself a lending party hereunder with respect to other intercompany loans, the applicable Subsidiary Payee or the Maker, as the case may be) to make all such payments directly to or as directed by the Collateral Agent;
(ii) exercise all rights, remedies, and powers of the lending party under this Note, including, without limitation, the right to demand payment, to accelerate the maturity of the obligations evidenced hereby, to sue for collection, and to take any and all other actions that the lending party would be entitled to take hereunder; and
(iii) apply all amounts collected in respect of this Note in accordance with the terms and priorities set forth in the Security Agreement and the Credit Agreement, including, without limitation, in accordance with any waterfall provisions or payment priority provisions contained therein.
(d) No Amendment Without Consent of Collateral Agent. No amendment, modification, supplement, cancellation, forgiveness, waiver, or discharge of this Note (including, without limitation, any change to the interest rate, maturity date, payment terms, or the identity of any party hereto) shall be effective without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders, unless a higher threshold of Lender consent is required under the Credit Agreement for the relevant type of modification). For the avoidance of doubt, the addition of any new Subsidiary Payee to this Note pursuant to the terms hereof shall require notice to, but shall not require the consent of, the Collateral Agent unless the Credit Agreement otherwise requires.
(e) Legend. This Note shall bear the legend set forth on the cover page hereof, indicating that it has been pledged to the Collateral Agent. The Maker shall not issue any replacement, substitute, or duplicate of this Note without simultaneously affixing such legend and delivering such replacement, substitute, or duplicate to the Collateral Agent.
Section 6. Subordination
(a) General Subordination. All obligations of the Maker to the Subsidiary Payees, and of each Subsidiary Payee to the Maker, under or in respect of this Note (collectively, the "Intercompany Obligations") are hereby expressly subordinated in right of payment, to the fullest extent permitted by applicable law, to the prior payment in full in cash of all Obligations (as defined in the Credit Agreement) owed to the Secured Parties under or in connection with the Credit Agreement, the Security Agreement, and the other Loan Documents (collectively, the "Senior Obligations"). No holder of any Intercompany Obligation shall be entitled to receive, and no party hereto shall make or permit to be made, any payment on account of any Intercompany Obligation except in compliance with this Section 6.
(b) Payment blockage. Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, no payments of principal, interest, or any other amount under this Note shall be made by the Maker to any Subsidiary Payee, or by any Subsidiary Payee to the Maker (to the extent the Maker is then a borrowing party hereunder), without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders). Any amounts received by any party hereto in violation of this Section 6(b) shall be held in trust for the benefit of the Secured Parties and shall be promptly turned over to the Collateral Agent for application in accordance with the terms of the Credit Agreement and the Security Agreement.
(c) Insolvency; Liquidation. In the event of any insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, or any similar case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or similar law now or hereafter in effect (collectively, an "Insolvency Proceeding") relating to any party hereto or to the property or assets of any party hereto, the Collateral Agent (for the benefit of the Secured Parties) shall be entitled to receive payment in full in cash of all Senior Obligations (including, without limitation, all principal, interest, fees, expenses, indemnification amounts, and other amounts constituting Senior Obligations, and including post-petition interest to the extent allowed by applicable law) before any holder of any Intercompany Obligation receives any payment, distribution, or other recovery of any kind or character (whether in cash, property, securities, or otherwise) on account of any Intercompany Obligation. Any payment, distribution, or other recovery received by any holder of an Intercompany Obligation in connection with any Insolvency Proceeding in contravention of this Section 6(c) shall be held in trust for the benefit of the Secured Parties and shall be promptly turned over to the Collateral Agent for application in reduction of the Senior Obligations.
(d) Intercreditor Framework. The subordination provisions set forth in this Section 6 are intended to be consistent with, and shall be interpreted in accordance with, the intercreditor framework established by that certain First Lien/Unsecured Intercreditor Agreement dated as of March 28, 2025 (the "Intercreditor Agreement"), among Crescent Harbor Bank, N.A., as First Lien Collateral Agent, Pinnacle Trust Company, as trustee for the holders of the Maker's $250,000,000 aggregate principal amount of 7.250% Senior Unsecured Notes due 2028, and Nexford Industrial Holdings Inc. To the extent of any conflict between the terms of this Section 6 and the terms of the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern and control.
(e) Continued Effectiveness. The subordination provisions set forth in this Section 6 shall remain in full force and effect until all Senior Obligations have been paid in full in cash and all commitments of the Lenders under the Credit Agreement have been terminated. The provisions of this Section 6 are intended to be for the benefit of, and shall be enforceable directly by, the Collateral Agent and each of the Secured Parties.
Section 7. Representations and Warranties
Each party hereto hereby represents and warrants to each other party hereto, and to the Collateral Agent for the benefit of the Secured Parties, as of the date hereof and as of the date of each intercompany loan or advance made hereunder, as follows:
(a) Organization and Good Standing. Such party is a corporation, limited liability company, or other entity duly organized or formed, validly existing, and in good standing (to the extent such concept is recognized) under the laws of its jurisdiction of organization or formation, and has all requisite power and authority to own or lease its properties and to conduct its business as presently conducted.
(b) Power and Authority. Such party has the requisite corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform this Note and to consummate the transactions contemplated hereby, including, without limitation, the making and receipt of intercompany loans and advances, the payment of principal and interest thereon, and the pledge of this Note to the Collateral Agent.
(c) Due Authorization. The execution, delivery, and performance of this Note by such party have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of such party. No further approval, consent, authorization, or other action by, or notice to or filing with, any person (including any governmental authority) is required in connection with the execution, delivery, or performance of this Note by such party, except for such approvals, consents, authorizations, actions, notices, or filings as have been obtained, taken, or made prior to the date hereof.
(d) Enforceability. This Note constitutes a legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether considered in a proceeding in equity or at law (including concepts of materiality, reasonableness, good faith, and fair dealing).
(e) No Conflict. The execution, delivery, and performance of this Note by such party do not and will not (i) violate or conflict with the certificate of incorporation, bylaws, operating agreement, or other organizational documents of such party, (ii) violate or conflict with any applicable law, rule, regulation, order, judgment, or decree binding upon such party, or (iii) result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, or acceleration under any material agreement or instrument to which such party is a party or by which any of its properties or assets may be bound.
Section 8. Events of Default Under This Note
(a) Events of Default. Each of the following events shall constitute an event of default under this Note (each, a "Note Event of Default"):
(i) Failure to Pay Principal. The failure by any borrowing party to pay any amount of principal due and payable under this Note when due, whether at the stated maturity, upon demand, upon acceleration, or otherwise;
(ii) Failure to Pay Interest. The failure by any borrowing party to pay any amount of interest due and payable under this Note within five (5) Business Days after the date on which such interest becomes due and payable;
(iii) Credit Agreement Event of Default. The occurrence of an Event of Default (as defined in the Credit Agreement) under the Credit Agreement, regardless of whether such Event of Default directly relates to the Maker or any Subsidiary Payee;
(iv) Breach of Representations or Warranties. Any representation or warranty made by any party hereto in this Note (including, without limitation, in Section 7 hereof) proving to have been untrue or incorrect in any material respect as of the date when made or deemed made; or
(v) Insolvency Events. The commencement of any Insolvency Proceeding by or against any party hereto, including, without limitation, the filing of a voluntary petition in bankruptcy, the filing of an involuntary petition in bankruptcy that is not dismissed within sixty (60) days, the appointment of a receiver, custodian, or trustee for all or a substantial part of the assets of any party hereto, or the making of a general assignment for the benefit of creditors by any party hereto.
(b) Remedies. Upon the occurrence and during the continuance of any Note Event of Default, all amounts outstanding under this Note (including all principal, accrued and unpaid interest, and any other amounts payable hereunder) shall, at the option of the applicable lending party (or the Collateral Agent, acting at the direction of the Required Lenders, following the occurrence of a Note Event of Default described in clause (iii) or (v) above), become immediately due and payable without further notice or demand; provided that upon the occurrence of any Note Event of Default described in clause (v) above with respect to the Maker, all such amounts shall become immediately due and payable automatically without any election, notice, or further action by any party.
(c) Rights Cumulative. The rights and remedies of the lending party and the Collateral Agent under this Section 8 are cumulative and are in addition to all other rights and remedies available to the lending party and the Collateral Agent under this Note, the Credit Agreement, the Security Agreement, or applicable law.
Section 9. Waivers
Each borrowing party hereby irrevocably waives, to the fullest extent permitted by applicable law:
(a) presentment for payment and demand for payment of any amount due and payable under this Note;
(b) notice of dishonor, protest, and notice of protest;
(c) notice of intent to accelerate and notice of acceleration;
(d) diligence in collection or enforcement;
(e) any defense based upon an election of remedies by the lending party or the Collateral Agent; and
(f) all other notices, demands, and formalities in connection with the delivery, acceptance, performance, default, or enforcement of this Note, to the extent that the giving of such notice or the making of such demand or the observance of such formality may be waived under applicable law.
No failure or delay on the part of any lending party, the Collateral Agent, or any Secured Party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any rights or remedies provided by law.
Section 10. Amendments and Modifications
This Note may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by the Maker and each applicable Subsidiary Payee. Any purported amendment, modification, supplement, restatement, or other change to this Note that is not made in compliance with this Section 10 shall be null and void and of no force or effect.
In addition to the foregoing, and in accordance with Section 5(d) hereof, any amendment, modification, supplement, restatement, cancellation, forgiveness, waiver, or discharge of this Note (or any provision hereof) shall also require the prior written consent of Crescent Harbor Bank, N.A., as Collateral Agent, acting at the direction of the Required Lenders (or such higher threshold of Lender consent as may be required under the Credit Agreement). The Maker shall provide prompt written notice to the Collateral Agent of any proposed amendment, modification, or supplement, together with a copy of the proposed instrument effecting such amendment, modification, or supplement, and shall not execute or deliver any such instrument until the required consent has been obtained.
Section 11. Notices
(a) All notices, requests, demands, consents, and other communications required or permitted under this Note shall be in writing and shall be deemed duly given (i) when delivered personally to the party to whom directed, (ii) on the third (3rd) Business Day after being sent by certified mail, return receipt requested, postage prepaid, (iii) on the first (1st) Business Day after being sent by a nationally recognized overnight courier service, or (iv) when sent by email (with confirmation of transmission), in each case to the parties at the following addresses (or at such other address as any party may designate by notice to the other parties in accordance with this Section 11):
(b) If to the Maker:
Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173
Attention: David Engstrom, General Counsel & Corporate Secretary
Email: dengstrom@nexford.com
with a copy (which shall not constitute notice) to:
Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173
Attention: Priya Mehta, Vice President, Treasury & Corporate Finance
Email: pmehta@nexford.com
(c) If to any Subsidiary Payee, at the address set forth opposite such Subsidiary Payee's name on Schedule I hereto, or at such other address as such Subsidiary Payee may from time to time designate by written notice to the Maker and the Collateral Agent.
(d) If to the Collateral Agent:
Crescent Harbor Bank, N.A. Agency Services 320 Federal Street Boston, Massachusetts 02110
Attention: Elaine Prescott, Managing Director, Leveraged Finance
Email: elaine.prescott@crescentharbor.com
Section 12. Governing Law
This Note and any claims, controversies, disputes, or causes of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Note or the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof that would require the application of the laws of another jurisdiction; provided that Sections 5-1401 and 5-1402 of the New York General Obligations Law shall apply.
Section 13. Jurisdiction; Waiver of Jury Trial
(a) Submission to Jurisdiction. Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan, the County of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Note, and each party hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 13 shall affect the right of the Collateral Agent to bring any action or proceeding against any party hereto or its property in the courts of any other jurisdiction.
(b) Waiver of Venue. Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note in any court referred to in Section 13(a) above, and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(c) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 13(c).
Section 14. Miscellaneous
(a) Severability. If any provision of this Note is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Note or invalidate or render unenforceable such provision in any other jurisdiction. Upon such determination that any provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Note so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(b) Counterparts; Electronic Execution. This Note may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Note by facsimile, portable document format (.pdf), or other electronic imaging means (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law, e.g., www.Brightwater Software.com) shall be effective as delivery of a manually executed counterpart of this Note.
(c) Binding Effect. The provisions of this Note shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. No party hereto may assign or transfer any of its rights or obligations under this Note without the prior written consent of the Collateral Agent, except as contemplated by the Security Agreement.
(d) Integration. This Note, together with the Credit Agreement, the Security Agreement, the Intercreditor Agreement, and the other Loan Documents, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, both written and oral, with respect to such subject matter. Reference is hereby made to the Credit Agreement and the Security Agreement for additional terms and conditions governing the pledge of this Note and the rights and obligations of the parties hereto.
(e) Headings. The section headings in this Note are inserted for convenience of reference only and shall not affect the interpretation or construction of this Note.
(f) Additional Subsidiary Payees. Any direct or indirect domestic subsidiary of the Maker that is not listed on Schedule I as of the date hereof may become a Subsidiary Payee hereunder by executing a joinder agreement in form and substance reasonably satisfactory to the Maker and the Collateral Agent, whereupon Schedule I shall be deemed amended to include such subsidiary.
(g) No Third-Party Beneficiaries. Except for the Collateral Agent and the Secured Parties (who are intended third-party beneficiaries of Sections 5 and 6 hereof), nothing in this Note, express or implied, is intended to confer upon any person other than the parties hereto any rights, remedies, obligations, or liabilities hereunder.
(h) Survival. The representations, warranties, covenants, and agreements of the parties hereto contained in this Note shall survive the execution and delivery of this Note and shall continue in full force and effect until all obligations hereunder have been paid in full and this Note has been cancelled or returned.
[Remainder of this page intentionally left blank. Signature pages, Endorsement, Schedule I, and Schedule II follow.]
ENDORSEMENT
ENDORSED AND PLEDGED TO:
CRESCENT HARBOR BANK, N.A., AS COLLATERAL AGENT
Pay to the order of Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under that certain 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, the Joint Lead Arrangers party thereto, and the Lenders party thereto, without recourse.
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: March 28, 2025
SIGNATURE PAGE TO INTERCOMPANY PROMISSORY NOTE
IN WITNESS WHEREOF, the parties hereto have executed this Intercompany Promissory Note as of the date first written above.
MAKER:.  
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
SUBSIDIARY PAYEES:.  
NEXFORD PRECISION COMPONENTS, INC.
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
NEXFORD ENGINEERED SYSTEMS, LLC
By: Nexford Industrial Holdings Inc., its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
NEXFORD COATINGS & SURFACE TECHNOLOGIES, INC.
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
NEXFORD MANUFACTURING SERVICES, LLC
By: Nexford Industrial Holdings Inc., its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
NEXFORD PROPERTIES, LLC
By: Nexford Industrial Holdings Inc., its sole member
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
NEXFORD INTERNATIONAL HOLDINGS, INC.
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
CLEARFIELD TOOL & DIE, INC.
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
SUMMIT INDUSTRIAL FABRICATION CO.
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
RIDGEPOINT SPECIALTY COATINGS, LLC
By: Nexford Coatings & Surface Technologies, Inc., its sole member
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
LAKESHORE PRECISION ENGINEERING, INC.
By: ________
Name: Michelle Kaplan
Title: Vice President and Treasurer
ACKNOWLEDGED AND AGREED BY COLLATERAL AGENT:
CRESCENT HARBOR BANK, N.A., as Collateral Agent
By: ________
Name: Elaine Prescott
Title: Managing Director
SCHEDULE I
LIST OF SUBSIDIARY PAYEES
Note: Nexford Canada Holdings ULC, an unlimited liability company organized under the laws of the Province of British Columbia, Canada, and Nexford Canada Manufacturing, Inc., a corporation organized under the laws of the Province of Ontario, Canada, are foreign subsidiaries of the Maker and are not parties to this Note. The obligations of such foreign subsidiaries are governed by separate intercompany arrangements and are not evidenced hereby.
SCHEDULE II
GRID SCHEDULE OF INTERCOMPANY LOANS AND ADVANCES
Instructions: All entries on this Grid Schedule shall be made by an authorized officer of the Maker (or such other person designated by the Maker in writing) and shall be conclusive and binding absent manifest error. Each entry shall be made promptly following the making of the applicable intercompany loan or advance or the receipt of the applicable repayment. The failure to make any entry, or any error in any entry, shall not limit or otherwise affect the obligations of any borrowing party to repay the outstanding principal amount of all intercompany loans and advances made to such borrowing party, together with accrued interest thereon, in accordance with the terms of the Intercompany Promissory Note to which this Schedule II is attached. Additional pages may be attached hereto as necessary.
No. | Name of Subsidiary Payee | Entity Type | Jurisdiction of Organization | Address for Notices
1. | Nexford Precision Components, Inc. | Corporation | Delaware | 2750 Commerce Drive, Rockford, IL 61101
2. | Nexford Engineered Systems, LLC | Limited Liability Company | Delaware | 600 Manufacturers Row, Greenville, SC 29607
3. | Nexford Coatings & Surface Technologies, Inc. | Corporation | Delaware | 9100 Westpark Industrial Boulevard, Houston, TX 77063
4. | Nexford Manufacturing Services, LLC | Limited Liability Company | Illinois | 1400 Industrial Parkway, Schaumburg, IL 60173
5. | Nexford Properties, LLC | Limited Liability Company | Delaware | c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
6. | Nexford International Holdings, Inc. | Corporation | Delaware | c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
7. | Clearfield Tool & Die, Inc. | Corporation | Pennsylvania | 175 Clearfield Avenue, Clearfield, PA 16830
8. | Summit Industrial Fabrication Co. | Corporation | South Carolina | 820 Summit Drive, Spartanburg, SC 29303
9. | Ridgepoint Specialty Coatings, LLC | Limited Liability Company | Texas | 9100 Westpark Industrial Boulevard, Houston, TX 77063
10. | Lakeshore Precision Engineering, Inc. | Corporation | Michigan | 3200 Lakeshore Boulevard, Muskegon, MI 49441
Date of Loan / Advance | Lending Party | Borrowing Party | Principal Amount of Loan / Advance ($) | Interest Rate (% per annum) | Amount of Principal Repaid ($) | Outstanding Principal Balance ($) | Notation Made By

EXECUTION VERSION

INTERCOMPANY PROMISSORY NOTE

RECITALS

ENDORSEMENT

ENDORSED AND PLEDGED TO:

CRESCENT HARBOR BANK, N.A., AS COLLATERAL AGENT

NEXFORD INDUSTRIAL HOLDINGS INC.

SIGNATURE PAGE TO INTERCOMPANY PROMISSORY NOTE

MAKER:.

NEXFORD INDUSTRIAL HOLDINGS INC.

SUBSIDIARY PAYEES:.

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

LAKESHORE PRECISION ENGINEERING, INC.

ACKNOWLEDGED AND AGREED BY COLLATERAL AGENT:

SCHEDULE I

LIST OF SUBSIDIARY PAYEES

SCHEDULE II

GRID SCHEDULE OF INTERCOMPANY LOANS AND ADVANCES

Record

Parties

Dates

Amounts