1005-00002 · Granite Peak Capital Partners · Closing

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OFFICERS' CERTIFICATE

Nexford Industrial Holdings Inc.

Delivered pursuant to Section 7.01(e) of the Purchase Agreement dated December 5, 2025

December 10, 2025

$150,000,000 Aggregate Principal Amount of Additional 8.750% Senior Secured Notes due 2030

The undersigned, Sandra Okafor, Chief Financial Officer, and Raymond Chiu, General Counsel and Secretary, each of Nexford Industrial Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Issuer" or the "Company"), EIN 84-3291057, with its principal executive offices located at 2400 Commerce Parkway, Suite 800, Schaumburg, Illinois 60173, do hereby certify, on behalf of the Issuer and not in their individual capacities, as follows:

This Officers' Certificate (this "Certificate") is delivered pursuant to Section 7.01(e) of the Purchase Agreement, dated as of December 5, 2025 (the "Purchase Agreement"), among the Issuer, the Guarantors (as defined therein), and Broadleaf Securities LLC, as representative of the initial purchasers named therein (in such capacity, the "Representative"), and Fieldstone Capital Markets, Inc. (together with the Representative, the "Initial Purchasers"), in connection with the issuance and sale by the Issuer of $150,000,000 aggregate principal amount of Additional 8.750% Senior Secured Notes due 2030 (the "Additional Notes").

This Certificate is also delivered pursuant to Section 4.09(b) of the First Supplemental Indenture, dated as of December 10, 2025 (the "First Supplemental Indenture"), among the Issuer, Nexford Parent Corp. and the subsidiary guarantors party thereto (collectively, the "Guarantors"), and Ridgeline Trust Company, N.A., a national banking association, as trustee (the "Trustee") and as collateral agent (the "Collateral Agent"), which supplements and amends the Indenture dated as of March 15, 2023 (the "Base Indenture," and together with the First Supplemental Indenture, the "Indenture"), among the same parties, governing the Issuer's 8.750% Senior Secured Notes due 2030 (the "Notes").

Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Purchase Agreement or the Indenture, as applicable. In the event of any conflict between the definitions in the Purchase Agreement and the Indenture, the definitions in the Indenture shall control for purposes of Sections 3, 4, 7, and 8 of this Certificate, and the definitions in the Purchase Agreement shall control for purposes of Sections 2, 5, and 6 of this Certificate.

The undersigned are duly authorized officers of the Issuer and are delivering this Certificate in their capacity as officers of the Issuer and not in their individual capacities. No personal liability shall attach to either of the undersigned by reason of the certifications set forth herein.

Section 1. Description of the Transaction

The Issuer is issuing $150,000,000 in aggregate principal amount of additional 8.750% Senior Secured Notes due March 15, 2030 (the "Additional Notes") as "Additional Notes" under and as defined in Section 2.01 of the Indenture. The Additional Notes will have identical terms to the $475,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2030 originally issued on March 15, 2023 (the "Original Notes"), except with respect to the issue date, issue price, and, for a limited period, the CUSIP numbers, as further described below.

The Additional Notes are being issued in a private placement (the "Offering") pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), specifically pursuant to (i) Rule 144A under the Securities Act to persons reasonably believed to be "qualified institutional buyers" as defined therein and (ii) Regulation S under the Securities Act to non-U.S. persons in offshore transactions.

After giving effect to the issuance of the Additional Notes, the aggregate principal amount of 8.750% Senior Secured Notes due 2030 outstanding under the Indenture will be $625,000,000, consisting of $475,000,000 in Original Notes and $150,000,000 in Additional Notes.

The Additional Notes are being issued at an issue price of 101.500% of par (plus accrued interest, if any, from September 15, 2025), generating gross proceeds of approximately $152,250,000. The Additional Notes will initially bear temporary CUSIP numbers 65438T AB3 (for Notes sold pursuant to Rule 144A) and U65438 AB5 (for Notes sold pursuant to Regulation S) and will become fungible with the existing Original Notes (CUSIP 65438T AA5 (Rule 144A) / U65438 AA7 (Regulation S)) after the expiration of the 40-day Regulation S distribution compliance period, which is expected to expire on January 19, 2026. Following such date, the Additional Notes and the Original Notes will trade under the same CUSIP numbers and will constitute a single series of Notes for all purposes under the Indenture.

The Additional Notes are guaranteed on a senior secured basis by each of the Guarantors listed in Section 7 of this Certificate. The guarantees of the Additional Notes rank pari passu in right of payment with the guarantees of the Original Notes and are secured by the same collateral on the same basis as set forth in the Indenture and the related security documents.

The net proceeds of the Offering, after deduction of the initial purchaser discount and estimated offering expenses, will be applied as follows:

(a) approximately $138,000,000 to fund the acquisition (the "Kessler Acquisition") of 100% of the outstanding equity interests of Kessler Precision Components, Inc., an Ohio corporation, as described in greater detail in Section 6 of this Certificate;

(b) approximately $5,000,000 to pay estimated transaction fees and expenses in connection with the Offering and the Kessler Acquisition, including legal fees, accounting fees, trustee fees, rating agency fees, and other customary closing costs; and

(c) approximately $9,250,000 for general corporate purposes, which may include working capital, capital expenditures, and other uses consistent with the terms of the Indenture.

Section 2. Certification Regarding Representations and Warranties

Each of the undersigned hereby certifies, on behalf of the Issuer and not individually, that:

(a) All representations and warranties of the Issuer and the Guarantors set forth in Article III of the Purchase Agreement are true and correct in all material respects as of the date hereof with the same effect as though made on and as of the date hereof; provided, that to the extent any such representation or warranty is qualified by "materiality," "Material Adverse Effect," or similar qualifiers, such representation or warranty is true and correct in all respects as of the date hereof; and provided, further, that to the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty is true and correct in all material respects (or, to the extent qualified by materiality, in all respects) as of such earlier date.

(b) All representations and warranties of the Issuer and the Guarantors set forth in the First Supplemental Indenture are true and correct in all material respects as of the date hereof, with the same qualifications and exceptions as set forth in clause (a) above.

(c) The Offering Memorandum Supplement dated December 3, 2025 (the "Offering Memorandum Supplement"), together with the Offering Memorandum dated March 10, 2023 (as previously supplemented, the "Base Offering Memorandum," and together with the Offering Memorandum Supplement, the "Offering Memorandum"), as supplemented or amended through the date hereof (including any documents incorporated by reference therein), does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Section 3. Certification Regarding No Default

Each of the undersigned hereby certifies, on behalf of the Issuer and not individually, that:

(a) No Event of Default (as defined in Section 6.01 of the Indenture) has occurred and is continuing as of the date hereof under the Indenture, the Base Indenture, or the First Supplemental Indenture.

(b) No Default (as defined in Section 1.01 of the Indenture) has occurred and is continuing as of the date hereof under the Indenture, the Base Indenture, or the First Supplemental Indenture.

(c) No event has occurred and is continuing that, with the giving of notice or the lapse of time or both, would constitute an Event of Default or Default under the Indenture, the Base Indenture, or the First Supplemental Indenture.

(d) After giving effect to the issuance of the Additional Notes, the consummation of the Kessler Acquisition, and the application of the net proceeds of the Offering as described in Section 1 of this Certificate, no Event of Default or Default has occurred or will have occurred and be continuing under the Indenture.

Section 4. Certification Regarding Compliance with Incurrence Covenants

(a) Fixed Charge Coverage Ratio Incurrence Test

The undersigned certify that the issuance of the Additional Notes has been made in compliance with the incurrence-based Fixed Charge Coverage Ratio test set forth in Section 4.09(a) of the Indenture, which requires the Issuer to demonstrate, on a pro forma basis after giving effect to the incurrence of the proposed Indebtedness and the application of proceeds therefrom, a Fixed Charge Coverage Ratio of at least 2.00 to 1.00.

On a pro forma basis, after giving effect to:

(i) the issuance of the $150,000,000 Additional Notes and the application of the net proceeds therefrom as described in Section 1 of this Certificate;

(ii) the acquisition of Kessler Precision Components, Inc. for a purchase price of $138,000,000, consisting entirely of cash consideration (representing an acquisition multiple of approximately 6.0x Kessler's LTM EBITDA);

(iii) the addition of Kessler's LTM EBITDA of $23,000,000 for the trailing twelve-month period ended September 30, 2025, to the Issuer's LTM Adjusted EBITDA of $247,000,000 for the same period, resulting in pro forma combined Adjusted EBITDA of $270,000,000 (with such combination calculated in accordance with Article 11 of Regulation S-X and Section 1.01 of the Indenture, including the add-backs permitted thereunder); and

(iv) the pro forma fixed charges associated with the Additional Notes, including annual interest expense on $150,000,000 at a rate of 8.750% per annum equal to $13,125,000;

the pro forma Fixed Charge Coverage Ratio exceeds 2.00 to 1.00, and the incurrence test set forth in Section 4.09(a) of the Indenture is satisfied. A summary of the pro forma Fixed Charge Coverage Ratio calculation is set forth in Annex A attached hereto, and detailed supporting calculations are contained in the Compliance Certificate separately delivered to the Trustee on the date hereof.

(b) Additional Notes Authorization Under the Indenture

The Additional Notes are being incurred as "Additional Notes" under Section 2.01(b) of the Indenture pursuant to the ratio-based incurrence basket set forth in Section 4.09(a) of the Indenture. The Additional Notes are not being incurred under, and do not utilize capacity under, the general Permitted Indebtedness basket set forth in Section 4.09(b)(i) of the Indenture (which permits the incurrence of Indebtedness in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $75,000,000 and (y) 12.5% of Total Assets, determined as of the most recently ended fiscal quarter for which internal financial statements are available). The issuance of the Additional Notes is permitted under the Indenture because the pro forma Fixed Charge Coverage Ratio incurrence test of 2.00 to 1.00 is satisfied, as described in Section 4(a) above.

After giving effect to the issuance of the Additional Notes, the consummation of the Kessler Acquisition, and the application of the net proceeds of the Offering, the pro forma capitalization of the Issuer and its Restricted Subsidiaries is as follows:

(d) Restricted Payments and Other Covenants

The undersigned hereby confirm that no Restricted Payment (as defined in the Indenture) has been made by the Issuer or any Restricted Subsidiary since the date of the Base Indenture that would violate the Restricted Payments covenant set forth in Section 4.07 of the Indenture, including the builder basket and the general Restricted Payments basket (which permits Restricted Payments in an aggregate amount not to exceed the greater of (x) $60,000,000 and (y) 10% of Total Assets). The undersigned further confirm that the Issuer is in compliance with all other incurrence-based covenants set forth in the Indenture as of the date hereof, after giving pro forma effect to the issuance of the Additional Notes, the consummation of the Kessler Acquisition, and the application of the net proceeds of the Offering as described herein, including, without limitation, the covenants set forth in Sections 4.07 (Restricted Payments), 4.09 (Incurrence of Indebtedness and Issuance of Disqualified Stock), 4.10 (Asset Sales), 4.11 (Transactions with Affiliates), and 4.12 (Liens) of the Indenture.

Section 5. Certification Regarding Conditions Precedent

Each of the undersigned hereby certifies that all conditions precedent to the closing of the Offering set forth in Section 7.01 of the Purchase Agreement and Section 2.01 of the Indenture have been satisfied or, where permitted, waived as of the date hereof, including without limitation:

(a) First Supplemental Indenture. The First Supplemental Indenture has been duly executed and delivered by the Issuer, each Guarantor listed in Section 7 of this Certificate, and the Trustee, and the First Supplemental Indenture has been duly filed with the Trustee.

(b) Authentication and Delivery of Additional Notes. The Additional Notes in an aggregate principal amount of $150,000,000 have been duly authenticated and delivered by the Trustee (Ridgeline Trust Company, N.A.) in accordance with Section 2.02 of the Indenture and the written order of the Issuer delivered to the Trustee on the date hereof.

(c) Issuer's Counsel Opinion and Negative Assurance. The legal opinion and the 10b-5 negative assurance letter of Calderwood & Harkness LLP, counsel to the Issuer and the Guarantors, addressed to the Initial Purchasers and dated the date hereof, have been delivered to the Initial Purchasers in form and substance satisfactory to the Initial Purchasers and their counsel.

(d) Initial Purchasers' Counsel Opinion. The legal opinion of Whitmore & Stein LLP, counsel to the Initial Purchasers, addressed to the Initial Purchasers and dated the date hereof, has been delivered to the Initial Purchasers.

(e) Officers' Certificate and Secretary's Certificate. This Officers' Certificate and the Secretary's Certificate of the Issuer (including certified copies of the certificate of incorporation, bylaws, and authorizing resolutions of the board of directors of the Issuer and each Guarantor) have been delivered to the Initial Purchasers and the Trustee.

(f) Good Standing Certificates. Good standing certificates (or the equivalent) for the Issuer and each Guarantor, issued by the Secretary of State (or equivalent governmental authority) of their respective jurisdictions of organization, each dated within five (5) business days of the date hereof, have been delivered to the Initial Purchasers and the Trustee.

(g) Ratings Confirmation. Confirmation of the following ratings on the Additional Notes has been received: (i) a B1 instrument rating from Palladian Credit Research, Inc., and (ii) a B+ instrument rating from Veridian Ratings Group, LLC. Such ratings are consistent with the ratings on the Original Notes, and no downgrade or negative watch notice has been issued by either rating agency with respect to the Notes or the Issuer's corporate rating since the date of the Purchase Agreement.

(h) Security Documents. UCC financing statement amendments and supplements to the intellectual Property Security Agreement, dated as of March 15, 2023, among the Issuer, the Guarantors, and the Collateral Agent, as applicable, have been duly prepared, executed, and filed (or delivered for filing) to reflect the Additional Notes and the obligations thereunder as "Secured Obligations" under the Security Agreement and the other Collateral Documents.

(i) DTC Eligibility. Confirmation of eligibility of the Additional Notes for clearance and settlement through The Depository Trust Company ("DTC") in book-entry form, and for clearance and settlement through Stonefield Industries ("Thackeray Partners LLC") and Westmark & Co. ("Ashgrove Enterprises"), has been obtained.

(j) Funds Flow Memorandum. The funds flow memorandum, setting forth the wire transfer instructions and the order and timing of all payments to be made on the closing date, has been delivered to and acknowledged by the Trustee, the Initial Purchasers, and the Issuer's accounts payable department.

(k) Initial Purchaser discount. Provision has been made for the payment of the initial purchaser discount of 1.750% of the aggregate principal amount of the Additional Notes ($2,625,000) to the Initial Purchasers from the gross proceeds of the Offering at closing.

(l) No Material Adverse Change. No Material Adverse Effect (as defined in the Purchase Agreement) has occurred since September 30, 2025, the date of the most recent audited financial statements of the Issuer and its consolidated subsidiaries delivered to the Initial Purchasers, and no event or circumstance has occurred since such date that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Section 6. Certification Regarding the Kessler Acquisition

The undersigned certify as follows with respect to the Kessler Acquisition:

(a) The Issuer has entered into that certain Stock Purchase Agreement, dated as of November 15, 2025 (the "Kessler Purchase Agreement"), by and among the Issuer, as buyer, and The Kessler Family Trust (holding approximately 72% of the outstanding equity interests) and Northland Growth Equity Fund III, LP (holding approximately 28% of the outstanding equity interests) (collectively, the "Sellers"), pursuant to which the Issuer will acquire 100% of the outstanding equity interests of Kessler Precision Components, Inc., an Ohio corporation (EIN 31-1784623), with its principal offices at 1455 Innovation Boulevard, Dayton, Ohio 45402 (the "Kessler Acquisition").

(b) The purchase price for the Kessler Acquisition is $138,000,000 in cash, with no rollover equity component. The purchase price is subject to customary post-closing adjustments for working capital, cash, indebtedness, and transaction expenses of Kessler Precision Components, Inc.

(c) The Kessler Acquisition is expected to close on or about December 12, 2025, subject to the satisfaction or waiver of customary closing conditions set forth in the Kessler Purchase Agreement, including the receipt of applicable antitrust clearance and the satisfaction of the financing condition.

(d) Representation and warranty insurance has been bound with Atherton Specialty Insurance Co. in connection with the Kessler Acquisition, with a policy limit of $13,800,000 (representing 10% of the enterprise value of Kessler Precision Components, Inc.) and a retention (self-insured amount) of $1,380,000 (representing 1% of the enterprise value).

(e) The financing condition in Article VI, Section 6.03 of the Kessler Purchase Agreement will be satisfied upon closing and settlement of the Additional Notes on the date hereof, as the net proceeds of the Offering, together with cash on hand of the Issuer, are sufficient to fund the purchase price and all related fees and expenses.

(f) Pursuant to Section 4.17 of the Indenture (the after-acquired property covenant), Kessler Precision Components, Inc. will be required to become a Guarantor under the Indenture and to execute a supplemental indenture and such other documents as may be required by the Trustee and the Collateral Agent, in each case within thirty (30) calendar days of the closing of the Kessler Acquisition. The Issuer covenants that it will cause Kessler Precision Components, Inc. to comply with such requirement within the time period specified.

Section 7. Certification Regarding the Guarantors

The existing Guarantors under the Indenture, each of which has duly authorized, executed, and delivered the First Supplemental Indenture and its guarantee of the Additional Notes, are as follows:

Each Guarantor listed above is a direct or indirect wholly owned domestic Restricted Subsidiary of the Issuer, with the exception of Nexford Parent Corp., which is the direct parent company of the Issuer and has provided a downstream guarantee of the Notes. Each Guarantor is in good standing (or its equivalent) in its jurisdiction of organization and has the corporate or limited liability company power and authority to execute and deliver the First Supplemental Indenture and to perform its obligations thereunder, including its guarantee of the Additional Notes.

The undersigned further certify that each Guarantor has duly authorized the execution, delivery, and performance of the First Supplemental Indenture and its guarantee of the Additional Notes by all necessary corporate or limited liability company action, and that each such guarantee constitutes a valid and binding obligation of the applicable Guarantor, enforceable against such Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 8. Certification Regarding Security and Collateral

The Additional Notes are secured on a first-priority lien basis (subject to Permitted Liens as defined in the Indenture) on the Notes Priority Collateral (as defined in the Intercreditor Agreement), which consists of substantially all of the assets of the Issuer and the Guarantors, including without limitation:

(a) all equipment, machinery, and fixtures;

(b) all owned and leased real property interests (including fee interests in the Issuer's and the Guarantors' manufacturing facilities and warehouses, and leasehold interests where required by the Indenture);

(c) all intellectual property, including patents, trademarks, trade names, copyrights, and related licenses and goodwill, in each case as further described in the intellectual Property Security Agreement;

(d) all equity interests in the Issuer's domestic Restricted Subsidiaries (100% of the voting stock) and the Issuer's first-tier foreign Restricted Subsidiaries (limited to 65% of the voting stock); and

(e) all proceeds and products of the foregoing.

The ABL Priority Collateral (consisting of accounts receivable, inventory, deposit accounts, securities accounts, and related assets of the Issuer and the Guarantors) is subject to the first-priority lien of Lakefront National Bank, N.A., as administrative agent and collateral agent (the "ABL Agent") under the ABL Credit Agreement dated as of March 15, 2023 (as amended, supplemented, or otherwise modified from time to time, the "ABL Credit Agreement"), pursuant to the Intercreditor Agreement dated as of March 15, 2023 (the "Intercreditor Agreement"), by and between Ridgeline Trust Company, N.A. (as notes collateral agent) and Lakefront National Bank, N.A. (as ABL agent). The lien of the Trustee and Collateral Agent on the ABL Priority Collateral is a second-priority lien, subject to the first-priority lien of the ABL Agent.

As of the date hereof, the status of the ABL Credit Agreement is as follows:

The Issuer is in compliance with all covenants under the ABL Credit Agreement as of the date hereof, including the springing fixed charge coverage ratio test (which is only tested when excess availability falls below the greater of (x) $20,000,000 and (y) 10% of the lesser of the borrowing base and the aggregate revolving commitment).

Section 9. Additional Certifications

Each of the undersigned further certifies, on behalf of the Issuer and not individually, that:

(a) No Material Litigation. No litigation, action, suit, proceeding, or investigation is pending or, to the knowledge of the undersigned (after due inquiry), threatened against the Issuer or any Guarantor before any court, arbitrator, or governmental authority that (i) would be material to the Issuer and its Restricted Subsidiaries taken as a whole, (ii) would reasonably be expected to result in a Material Adverse Effect, or (iii) would affect the legality, validity, binding effect, or enforceability of the Additional Notes, the guarantees thereof, the Indenture, the First Supplemental Indenture, or any of the related security documents.

(b) Investment Company Act. The Issuer is not, and after giving effect to the Offering and sale of the Additional Notes and the application of the net proceeds therefrom (including the consummation of the Kessler Acquisition) will not be, required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

(c) Governmental Approvals. No consent, approval, authorization, order, registration, filing, or qualification of, with, or before any governmental authority or regulatory body (whether federal, state, local, or foreign) is required for the valid issuance and sale of the Additional Notes or the execution, delivery, and performance by the Issuer or any Guarantor of its obligations under the First Supplemental Indenture and the related documents, except (i) such as have been duly obtained, effected, or made prior to the date hereof and are in full force and effect and (ii) filings required under applicable state securities or "blue sky" laws, which filings will be made in due course.

Section 10. Reliance and Scope

This Certificate is being furnished to the Initial Purchasers (Broadleaf Securities LLC and Fieldstone Capital Markets, Inc.) and to the Trustee (Ridgeline Trust Company, N.A.) in connection with and as a condition precedent to the closing of the Offering of the Additional Notes on the date hereof. The Initial Purchasers and the Trustee are entitled to rely upon this Certificate and the certifications and statements contained herein for all purposes of the Purchase Agreement and the Indenture, respectively, including, without limitation, for purposes of determining that the conditions precedent to closing set forth in Section 7.01 of the Purchase Agreement and Section 2.01 of the Indenture have been satisfied.

The certifications contained herein are made as of the date hereof and speak only as of such date. Nothing contained in this Certificate shall be deemed to constitute a continuing obligation of the undersigned or the Issuer to update or supplement the certifications herein after the date hereof, except to the extent otherwise required by the Indenture or the Purchase Agreement.

This Certificate may be executed in counterparts, each of which 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 Certificate by facsimile transmission or by electronic transmission in portable document format (.pdf) shall be as effective as delivery of a manually executed counterpart.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the undersigned has executed this Officers' Certificate as of the date first written above.

NEXFORD INDUSTRIAL HOLDINGS INC.

By: ________

Name: Sandra Okafor

Title: Chief Financial Officer

Date: December 10, 2025

NEXFORD INDUSTRIAL HOLDINGS INC.

By: ________

Name: Raymond Chiu

Title: General Counsel and Secretary

Date: December 10, 2025

ANNEX A

Pro Forma Fixed Charge Coverage Ratio Calculation (Summary)

As of December 10, 2025, After Giving Pro Forma Effect to the Issuance of the Additional Notes and the Kessler Acquisition

The following is a summary of the pro forma Fixed Charge Coverage Ratio calculation prepared in accordance with the definitions and methodologies set forth in Section 1.01 and Section 4.09 of the Indenture. Detailed supporting calculations, including the components of Adjusted EBITDA and the reconciliation of EBITDA adjustments, are set forth in the Compliance Certificate separately delivered to the Trustee on the date hereof.

I. Pro Forma Adjusted EBITDA

II. Pro Forma Fixed Charges

III. Pro Forma Fixed Charge Coverage Ratio

IV. Compliance Determination

The minimum Fixed Charge Coverage Ratio required under Section 4.09(a) of the Indenture for the incurrence of additional Indebtedness pursuant to the ratio basket is 2.00 to 1.00. The pro forma Fixed Charge Coverage Ratio of 2.99 to 1.00 exceeds the minimum required ratio, and accordingly, the incurrence test is satisfied.

Note: The figures set forth in this Annex A are summary in nature and are qualified in their entirety by reference to the detailed supporting calculations contained in the Compliance Certificate separately delivered to the Trustee pursuant to Section 4.09(b) of the Indenture. The Adjusted EBITDA figures include adjustments permitted under the definition of "Consolidated EBITDA" in Section 1.01 of the Indenture, including pro forma cost savings, operating expense reductions, and synergies that are reasonably identifiable and factually supportable and that are expected to be realized within eighteen (18) months of the date of determination, in each case as if such adjustments had been realized on the first day of the applicable four-quarter reference period. For the avoidance of doubt, unadjusted EBITDA of the Issuer and its Restricted Subsidiaries (before giving effect to the Kessler Acquisition) for the trailing twelve-month period ended September 30, 2025, was approximately $225,000,000.

Debt Instrument	Principal Amount
8.750% Senior Secured Notes due 2030 (Original Notes)	$475,000,000
8.750% Senior Secured Notes due 2030 (Additional Notes)	$150,000,000
Total Senior Secured Notes due 2030	$625,000,000
10.250% Senior Unsecured Notes due 2031	$310,000,000
ABL Revolving Credit Facility (drawn amount)	$45,000,000
Pro Forma Total Debt	$980,000,000
Metric	Amount
Pro forma cash and cash equivalents	$61,250,000

(consisting of $52,000,000 pre-transaction cash plus approximately $9,250,000 of excess proceeds)

Pro forma net debt	$918,750,000
Leverage Metric	Unadjusted EBITDA Basis ($225,000,000)	Pro Forma Adjusted EBITDA Basis ($270,000,000)
Pro forma total net leverage	~4.1x	~3.4x
Pro forma total gross leverage	~4.4x	~3.6x
Secured Debt Metric	Amount
Pro forma secured debt ($625,000,000 secured notes + $45,000,000 ABL)	$670,000,000
Pro forma secured net debt	$608,750,000
Secured Leverage Metric	Unadjusted EBITDA Basis ($225,000,000)	Pro Forma Adjusted EBITDA Basis ($270,000,000)
Pro forma secured net leverage	~2.7x	~2.25x
No.	Guarantor	Jurisdiction of Organization	Entity Type
1.	Nexford Parent Corp.	Delaware	Corporation
2.	Nexford Thermal Systems, LLC	Delaware	Limited Liability Company
3.	Nexford Fastener Group, Inc.	Delaware	Corporation
4.	Nexford Aerospace Components, Inc.	Delaware	Corporation
5.	Prairie Metal Works, LLC	Illinois	Limited Liability Company
6.	Great Lakes Precision, Inc.	Michigan	Corporation
7.	Nexford Defense Solutions, LLC	Delaware	Limited Liability Company
8.	Nexford Energy Products, Inc.	Texas	Corporation
9.	Veltrano Tool & Die, LLC	Ohio	Limited Liability Company
10.	Nexford International Holdings, Inc.	Delaware	Corporation
ABL Metric	Amount
Total revolving commitment	$200,000,000
Outstanding revolving borrowings	$45,000,000
Outstanding letters of credit	$8,200,000
Total utilization	$53,200,000

Available borrowing capacity	$146,800,000
Maturity date	September 15, 2027
Component	Amount
LTM Adjusted EBITDA of Nexford Industrial Holdings Inc. and its Restricted Subsidiaries (trailing twelve-month period ended September 30, 2025)	$247,000,000
Plus: LTM EBITDA of Kessler Precision Components, Inc. (trailing twelve-month period ended September 30, 2025)	$23,000,000
Pro Forma Combined Adjusted EBITDA	$270,000,000
Component	Amount
Interest expense on $625,000,000 Senior Secured Notes at 8.750% per annum (including the Additional Notes on a pro forma full-year basis)	$54,687,500
Interest expense on $310,000,000 Senior Unsecured Notes at 10.250% per annum	$31,775,000
Interest expense on ABL revolving credit facility ($45,000,000 drawn balance at an assumed weighted-average rate of approximately 7.50% per annum)	$3,375,000
Commitment fees and letter of credit fees under ABL facility (estimated)	$462,500
Total Pro Forma Fixed Charges	$90,300,000
Metric	Calculation
Pro Forma Combined Adjusted EBITDA	$270,000,000
Divided by: Total Pro Forma Fixed Charges	$90,300,000
Pro Forma Fixed Charge Coverage Ratio	2.99x

OFFICERS' CERTIFICATE
Nexford Industrial Holdings Inc.
Delivered pursuant to Section 7.01(e) of the Purchase Agreement dated December 5, 2025
December 10, 2025
$150,000,000 Aggregate Principal Amount of Additional 8.750% Senior Secured Notes due 2030
The undersigned, Sandra Okafor, Chief Financial Officer, and Raymond Chiu, General Counsel and Secretary, each of Nexford Industrial Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Issuer" or the "Company"), EIN 84-3291057, with its principal executive offices located at 2400 Commerce Parkway, Suite 800, Schaumburg, Illinois 60173, do hereby certify, on behalf of the Issuer and not in their individual capacities, as follows:
This Officers' Certificate (this "Certificate") is delivered pursuant to Section 7.01(e) of the Purchase Agreement, dated as of December 5, 2025 (the "Purchase Agreement"), among the Issuer, the Guarantors (as defined therein), and Broadleaf Securities LLC, as representative of the initial purchasers named therein (in such capacity, the "Representative"), and Fieldstone Capital Markets, Inc. (together with the Representative, the "Initial Purchasers"), in connection with the issuance and sale by the Issuer of $150,000,000 aggregate principal amount of Additional 8.750% Senior Secured Notes due 2030 (the "Additional Notes").
This Certificate is also delivered pursuant to Section 4.09(b) of the First Supplemental Indenture, dated as of December 10, 2025 (the "First Supplemental Indenture"), among the Issuer, Nexford Parent Corp. and the subsidiary guarantors party thereto (collectively, the "Guarantors"), and Ridgeline Trust Company, N.A., a national banking association, as trustee (the "Trustee") and as collateral agent (the "Collateral Agent"), which supplements and amends the Indenture dated as of March 15, 2023 (the "Base Indenture," and together with the First Supplemental Indenture, the "Indenture"), among the same parties, governing the Issuer's 8.750% Senior Secured Notes due 2030 (the "Notes").
Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Purchase Agreement or the Indenture, as applicable. In the event of any conflict between the definitions in the Purchase Agreement and the Indenture, the definitions in the Indenture shall control for purposes of Sections 3, 4, 7, and 8 of this Certificate, and the definitions in the Purchase Agreement shall control for purposes of Sections 2, 5, and 6 of this Certificate.
The undersigned are duly authorized officers of the Issuer and are delivering this Certificate in their capacity as officers of the Issuer and not in their individual capacities. No personal liability shall attach to either of the undersigned by reason of the certifications set forth herein.
Section 1. Description of the Transaction
The Issuer is issuing $150,000,000 in aggregate principal amount of additional 8.750% Senior Secured Notes due March 15, 2030 (the "Additional Notes") as "Additional Notes" under and as defined in Section 2.01 of the Indenture. The Additional Notes will have identical terms to the $475,000,000 aggregate principal amount of 8.750% Senior Secured Notes due 2030 originally issued on March 15, 2023 (the "Original Notes"), except with respect to the issue date, issue price, and, for a limited period, the CUSIP numbers, as further described below.
The Additional Notes are being issued in a private placement (the "Offering") pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), specifically pursuant to (i) Rule 144A under the Securities Act to persons reasonably believed to be "qualified institutional buyers" as defined therein and (ii) Regulation S under the Securities Act to non-U.S. persons in offshore transactions.
After giving effect to the issuance of the Additional Notes, the aggregate principal amount of 8.750% Senior Secured Notes due 2030 outstanding under the Indenture will be $625,000,000, consisting of $475,000,000 in Original Notes and $150,000,000 in Additional Notes.
The Additional Notes are being issued at an issue price of 101.500% of par (plus accrued interest, if any, from September 15, 2025), generating gross proceeds of approximately $152,250,000. The Additional Notes will initially bear temporary CUSIP numbers 65438T AB3 (for Notes sold pursuant to Rule 144A) and U65438 AB5 (for Notes sold pursuant to Regulation S) and will become fungible with the existing Original Notes (CUSIP 65438T AA5 (Rule 144A) / U65438 AA7 (Regulation S)) after the expiration of the 40-day Regulation S distribution compliance period, which is expected to expire on January 19, 2026. Following such date, the Additional Notes and the Original Notes will trade under the same CUSIP numbers and will constitute a single series of Notes for all purposes under the Indenture.
The Additional Notes are guaranteed on a senior secured basis by each of the Guarantors listed in Section 7 of this Certificate. The guarantees of the Additional Notes rank pari passu in right of payment with the guarantees of the Original Notes and are secured by the same collateral on the same basis as set forth in the Indenture and the related security documents.
The net proceeds of the Offering, after deduction of the initial purchaser discount and estimated offering expenses, will be applied as follows:
(a) approximately $138,000,000 to fund the acquisition (the "Kessler Acquisition") of 100% of the outstanding equity interests of Kessler Precision Components, Inc., an Ohio corporation, as described in greater detail in Section 6 of this Certificate;
(b) approximately $5,000,000 to pay estimated transaction fees and expenses in connection with the Offering and the Kessler Acquisition, including legal fees, accounting fees, trustee fees, rating agency fees, and other customary closing costs; and
(c) approximately $9,250,000 for general corporate purposes, which may include working capital, capital expenditures, and other uses consistent with the terms of the Indenture.
Section 2. Certification Regarding Representations and Warranties
Each of the undersigned hereby certifies, on behalf of the Issuer and not individually, that:
(a) All representations and warranties of the Issuer and the Guarantors set forth in Article III of the Purchase Agreement are true and correct in all material respects as of the date hereof with the same effect as though made on and as of the date hereof; provided, that to the extent any such representation or warranty is qualified by "materiality," "Material Adverse Effect," or similar qualifiers, such representation or warranty is true and correct in all respects as of the date hereof; and provided, further, that to the extent any such representation or warranty expressly relates to an earlier date, such representation or warranty is true and correct in all material respects (or, to the extent qualified by materiality, in all respects) as of such earlier date.
(b) All representations and warranties of the Issuer and the Guarantors set forth in the First Supplemental Indenture are true and correct in all material respects as of the date hereof, with the same qualifications and exceptions as set forth in clause (a) above.
(c) The Offering Memorandum Supplement dated December 3, 2025 (the "Offering Memorandum Supplement"), together with the Offering Memorandum dated March 10, 2023 (as previously supplemented, the "Base Offering Memorandum," and together with the Offering Memorandum Supplement, the "Offering Memorandum"), as supplemented or amended through the date hereof (including any documents incorporated by reference therein), does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Section 3. Certification Regarding No Default
Each of the undersigned hereby certifies, on behalf of the Issuer and not individually, that:
(a) No Event of Default (as defined in Section 6.01 of the Indenture) has occurred and is continuing as of the date hereof under the Indenture, the Base Indenture, or the First Supplemental Indenture.
(b) No Default (as defined in Section 1.01 of the Indenture) has occurred and is continuing as of the date hereof under the Indenture, the Base Indenture, or the First Supplemental Indenture.
(c) No event has occurred and is continuing that, with the giving of notice or the lapse of time or both, would constitute an Event of Default or Default under the Indenture, the Base Indenture, or the First Supplemental Indenture.
(d) After giving effect to the issuance of the Additional Notes, the consummation of the Kessler Acquisition, and the application of the net proceeds of the Offering as described in Section 1 of this Certificate, no Event of Default or Default has occurred or will have occurred and be continuing under the Indenture.
Section 4. Certification Regarding Compliance with Incurrence Covenants
(a) Fixed Charge Coverage Ratio Incurrence Test
The undersigned certify that the issuance of the Additional Notes has been made in compliance with the incurrence-based Fixed Charge Coverage Ratio test set forth in Section 4.09(a) of the Indenture, which requires the Issuer to demonstrate, on a pro forma basis after giving effect to the incurrence of the proposed Indebtedness and the application of proceeds therefrom, a Fixed Charge Coverage Ratio of at least 2.00 to 1.00.
On a pro forma basis, after giving effect to:
(i) the issuance of the $150,000,000 Additional Notes and the application of the net proceeds therefrom as described in Section 1 of this Certificate;
(ii) the acquisition of Kessler Precision Components, Inc. for a purchase price of $138,000,000, consisting entirely of cash consideration (representing an acquisition multiple of approximately 6.0x Kessler's LTM EBITDA);
(iii) the addition of Kessler's LTM EBITDA of $23,000,000 for the trailing twelve-month period ended September 30, 2025, to the Issuer's LTM Adjusted EBITDA of $247,000,000 for the same period, resulting in pro forma combined Adjusted EBITDA of $270,000,000 (with such combination calculated in accordance with Article 11 of Regulation S-X and Section 1.01 of the Indenture, including the add-backs permitted thereunder); and
(iv) the pro forma fixed charges associated with the Additional Notes, including annual interest expense on $150,000,000 at a rate of 8.750% per annum equal to $13,125,000;
the pro forma Fixed Charge Coverage Ratio exceeds 2.00 to 1.00, and the incurrence test set forth in Section 4.09(a) of the Indenture is satisfied. A summary of the pro forma Fixed Charge Coverage Ratio calculation is set forth in Annex A attached hereto, and detailed supporting calculations are contained in the Compliance Certificate separately delivered to the Trustee on the date hereof.
(b) Additional Notes Authorization Under the Indenture
The Additional Notes are being incurred as "Additional Notes" under Section 2.01(b) of the Indenture pursuant to the ratio-based incurrence basket set forth in Section 4.09(a) of the Indenture. The Additional Notes are not being incurred under, and do not utilize capacity under, the general Permitted Indebtedness basket set forth in Section 4.09(b)(i) of the Indenture (which permits the incurrence of Indebtedness in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $75,000,000 and (y) 12.5% of Total Assets, determined as of the most recently ended fiscal quarter for which internal financial statements are available). The issuance of the Additional Notes is permitted under the Indenture because the pro forma Fixed Charge Coverage Ratio incurrence test of 2.00 to 1.00 is satisfied, as described in Section 4(a) above.
(c) Pro Forma Capitalization Summary
After giving effect to the issuance of the Additional Notes, the consummation of the Kessler Acquisition, and the application of the net proceeds of the Offering, the pro forma capitalization of the Issuer and its Restricted Subsidiaries is as follows:
(d) Restricted Payments and Other Covenants
The undersigned hereby confirm that no Restricted Payment (as defined in the Indenture) has been made by the Issuer or any Restricted Subsidiary since the date of the Base Indenture that would violate the Restricted Payments covenant set forth in Section 4.07 of the Indenture, including the builder basket and the general Restricted Payments basket (which permits Restricted Payments in an aggregate amount not to exceed the greater of (x) $60,000,000 and (y) 10% of Total Assets). The undersigned further confirm that the Issuer is in compliance with all other incurrence-based covenants set forth in the Indenture as of the date hereof, after giving pro forma effect to the issuance of the Additional Notes, the consummation of the Kessler Acquisition, and the application of the net proceeds of the Offering as described herein, including, without limitation, the covenants set forth in Sections 4.07 (Restricted Payments), 4.09 (Incurrence of Indebtedness and Issuance of Disqualified Stock), 4.10 (Asset Sales), 4.11 (Transactions with Affiliates), and 4.12 (Liens) of the Indenture.
Section 5. Certification Regarding Conditions Precedent
Each of the undersigned hereby certifies that all conditions precedent to the closing of the Offering set forth in Section 7.01 of the Purchase Agreement and Section 2.01 of the Indenture have been satisfied or, where permitted, waived as of the date hereof, including without limitation:
(a) First Supplemental Indenture. The First Supplemental Indenture has been duly executed and delivered by the Issuer, each Guarantor listed in Section 7 of this Certificate, and the Trustee, and the First Supplemental Indenture has been duly filed with the Trustee.
(b) Authentication and Delivery of Additional Notes. The Additional Notes in an aggregate principal amount of $150,000,000 have been duly authenticated and delivered by the Trustee (Ridgeline Trust Company, N.A.) in accordance with Section 2.02 of the Indenture and the written order of the Issuer delivered to the Trustee on the date hereof.
(c) Issuer's Counsel Opinion and Negative Assurance. The legal opinion and the 10b-5 negative assurance letter of Calderwood & Harkness LLP, counsel to the Issuer and the Guarantors, addressed to the Initial Purchasers and dated the date hereof, have been delivered to the Initial Purchasers in form and substance satisfactory to the Initial Purchasers and their counsel.
(d) Initial Purchasers' Counsel Opinion. The legal opinion of Whitmore & Stein LLP, counsel to the Initial Purchasers, addressed to the Initial Purchasers and dated the date hereof, has been delivered to the Initial Purchasers.
(e) Officers' Certificate and Secretary's Certificate. This Officers' Certificate and the Secretary's Certificate of the Issuer (including certified copies of the certificate of incorporation, bylaws, and authorizing resolutions of the board of directors of the Issuer and each Guarantor) have been delivered to the Initial Purchasers and the Trustee.
(f) Good Standing Certificates. Good standing certificates (or the equivalent) for the Issuer and each Guarantor, issued by the Secretary of State (or equivalent governmental authority) of their respective jurisdictions of organization, each dated within five (5) business days of the date hereof, have been delivered to the Initial Purchasers and the Trustee.
(g) Ratings Confirmation. Confirmation of the following ratings on the Additional Notes has been received: (i) a B1 instrument rating from Palladian Credit Research, Inc., and (ii) a B+ instrument rating from Veridian Ratings Group, LLC. Such ratings are consistent with the ratings on the Original Notes, and no downgrade or negative watch notice has been issued by either rating agency with respect to the Notes or the Issuer's corporate rating since the date of the Purchase Agreement.
(h) Security Documents. UCC financing statement amendments and supplements to the intellectual Property Security Agreement, dated as of March 15, 2023, among the Issuer, the Guarantors, and the Collateral Agent, as applicable, have been duly prepared, executed, and filed (or delivered for filing) to reflect the Additional Notes and the obligations thereunder as "Secured Obligations" under the Security Agreement and the other Collateral Documents.
(i) DTC Eligibility. Confirmation of eligibility of the Additional Notes for clearance and settlement through The Depository Trust Company ("DTC") in book-entry form, and for clearance and settlement through Stonefield Industries ("Thackeray Partners LLC") and Westmark & Co. ("Ashgrove Enterprises"), has been obtained.
(j) Funds Flow Memorandum. The funds flow memorandum, setting forth the wire transfer instructions and the order and timing of all payments to be made on the closing date, has been delivered to and acknowledged by the Trustee, the Initial Purchasers, and the Issuer's accounts payable department.
(k) Initial Purchaser discount. Provision has been made for the payment of the initial purchaser discount of 1.750% of the aggregate principal amount of the Additional Notes ($2,625,000) to the Initial Purchasers from the gross proceeds of the Offering at closing.
(l) No Material Adverse Change. No Material Adverse Effect (as defined in the Purchase Agreement) has occurred since September 30, 2025, the date of the most recent audited financial statements of the Issuer and its consolidated subsidiaries delivered to the Initial Purchasers, and no event or circumstance has occurred since such date that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
Section 6. Certification Regarding the Kessler Acquisition
The undersigned certify as follows with respect to the Kessler Acquisition:
(a) The Issuer has entered into that certain Stock Purchase Agreement, dated as of November 15, 2025 (the "Kessler Purchase Agreement"), by and among the Issuer, as buyer, and The Kessler Family Trust (holding approximately 72% of the outstanding equity interests) and Northland Growth Equity Fund III, LP (holding approximately 28% of the outstanding equity interests) (collectively, the "Sellers"), pursuant to which the Issuer will acquire 100% of the outstanding equity interests of Kessler Precision Components, Inc., an Ohio corporation (EIN 31-1784623), with its principal offices at 1455 Innovation Boulevard, Dayton, Ohio 45402 (the "Kessler Acquisition").
(b) The purchase price for the Kessler Acquisition is $138,000,000 in cash, with no rollover equity component. The purchase price is subject to customary post-closing adjustments for working capital, cash, indebtedness, and transaction expenses of Kessler Precision Components, Inc.
(c) The Kessler Acquisition is expected to close on or about December 12, 2025, subject to the satisfaction or waiver of customary closing conditions set forth in the Kessler Purchase Agreement, including the receipt of applicable antitrust clearance and the satisfaction of the financing condition.
(d) Representation and warranty insurance has been bound with Atherton Specialty Insurance Co. in connection with the Kessler Acquisition, with a policy limit of $13,800,000 (representing 10% of the enterprise value of Kessler Precision Components, Inc.) and a retention (self-insured amount) of $1,380,000 (representing 1% of the enterprise value).
(e) The financing condition in Article VI, Section 6.03 of the Kessler Purchase Agreement will be satisfied upon closing and settlement of the Additional Notes on the date hereof, as the net proceeds of the Offering, together with cash on hand of the Issuer, are sufficient to fund the purchase price and all related fees and expenses.
(f) Pursuant to Section 4.17 of the Indenture (the after-acquired property covenant), Kessler Precision Components, Inc. will be required to become a Guarantor under the Indenture and to execute a supplemental indenture and such other documents as may be required by the Trustee and the Collateral Agent, in each case within thirty (30) calendar days of the closing of the Kessler Acquisition. The Issuer covenants that it will cause Kessler Precision Components, Inc. to comply with such requirement within the time period specified.
Section 7. Certification Regarding the Guarantors
The existing Guarantors under the Indenture, each of which has duly authorized, executed, and delivered the First Supplemental Indenture and its guarantee of the Additional Notes, are as follows:
Each Guarantor listed above is a direct or indirect wholly owned domestic Restricted Subsidiary of the Issuer, with the exception of Nexford Parent Corp., which is the direct parent company of the Issuer and has provided a downstream guarantee of the Notes. Each Guarantor is in good standing (or its equivalent) in its jurisdiction of organization and has the corporate or limited liability company power and authority to execute and deliver the First Supplemental Indenture and to perform its obligations thereunder, including its guarantee of the Additional Notes.
The undersigned further certify that each Guarantor has duly authorized the execution, delivery, and performance of the First Supplemental Indenture and its guarantee of the Additional Notes by all necessary corporate or limited liability company action, and that each such guarantee constitutes a valid and binding obligation of the applicable Guarantor, enforceable against such Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Section 8. Certification Regarding Security and Collateral
The Additional Notes are secured on a first-priority lien basis (subject to Permitted Liens as defined in the Indenture) on the Notes Priority Collateral (as defined in the Intercreditor Agreement), which consists of substantially all of the assets of the Issuer and the Guarantors, including without limitation:
(a) all equipment, machinery, and fixtures;
(b) all owned and leased real property interests (including fee interests in the Issuer's and the Guarantors' manufacturing facilities and warehouses, and leasehold interests where required by the Indenture);
(c) all intellectual property, including patents, trademarks, trade names, copyrights, and related licenses and goodwill, in each case as further described in the intellectual Property Security Agreement;
(d) all equity interests in the Issuer's domestic Restricted Subsidiaries (100% of the voting stock) and the Issuer's first-tier foreign Restricted Subsidiaries (limited to 65% of the voting stock); and
(e) all proceeds and products of the foregoing.
The ABL Priority Collateral (consisting of accounts receivable, inventory, deposit accounts, securities accounts, and related assets of the Issuer and the Guarantors) is subject to the first-priority lien of Lakefront National Bank, N.A., as administrative agent and collateral agent (the "ABL Agent") under the ABL Credit Agreement dated as of March 15, 2023 (as amended, supplemented, or otherwise modified from time to time, the "ABL Credit Agreement"), pursuant to the Intercreditor Agreement dated as of March 15, 2023 (the "Intercreditor Agreement"), by and between Ridgeline Trust Company, N.A. (as notes collateral agent) and Lakefront National Bank, N.A. (as ABL agent). The lien of the Trustee and Collateral Agent on the ABL Priority Collateral is a second-priority lien, subject to the first-priority lien of the ABL Agent.
As of the date hereof, the status of the ABL Credit Agreement is as follows:
The Issuer is in compliance with all covenants under the ABL Credit Agreement as of the date hereof, including the springing fixed charge coverage ratio test (which is only tested when excess availability falls below the greater of (x) $20,000,000 and (y) 10% of the lesser of the borrowing base and the aggregate revolving commitment).
Section 9. Additional Certifications
Each of the undersigned further certifies, on behalf of the Issuer and not individually, that:
(a) No Material Litigation. No litigation, action, suit, proceeding, or investigation is pending or, to the knowledge of the undersigned (after due inquiry), threatened against the Issuer or any Guarantor before any court, arbitrator, or governmental authority that (i) would be material to the Issuer and its Restricted Subsidiaries taken as a whole, (ii) would reasonably be expected to result in a Material Adverse Effect, or (iii) would affect the legality, validity, binding effect, or enforceability of the Additional Notes, the guarantees thereof, the Indenture, the First Supplemental Indenture, or any of the related security documents.
(b) Investment Company Act. The Issuer is not, and after giving effect to the Offering and sale of the Additional Notes and the application of the net proceeds therefrom (including the consummation of the Kessler Acquisition) will not be, required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
(c) Governmental Approvals. No consent, approval, authorization, order, registration, filing, or qualification of, with, or before any governmental authority or regulatory body (whether federal, state, local, or foreign) is required for the valid issuance and sale of the Additional Notes or the execution, delivery, and performance by the Issuer or any Guarantor of its obligations under the First Supplemental Indenture and the related documents, except (i) such as have been duly obtained, effected, or made prior to the date hereof and are in full force and effect and (ii) filings required under applicable state securities or "blue sky" laws, which filings will be made in due course.
Section 10. Reliance and Scope
This Certificate is being furnished to the Initial Purchasers (Broadleaf Securities LLC and Fieldstone Capital Markets, Inc.) and to the Trustee (Ridgeline Trust Company, N.A.) in connection with and as a condition precedent to the closing of the Offering of the Additional Notes on the date hereof. The Initial Purchasers and the Trustee are entitled to rely upon this Certificate and the certifications and statements contained herein for all purposes of the Purchase Agreement and the Indenture, respectively, including, without limitation, for purposes of determining that the conditions precedent to closing set forth in Section 7.01 of the Purchase Agreement and Section 2.01 of the Indenture have been satisfied.
The certifications contained herein are made as of the date hereof and speak only as of such date. Nothing contained in this Certificate shall be deemed to constitute a continuing obligation of the undersigned or the Issuer to update or supplement the certifications herein after the date hereof, except to the extent otherwise required by the Indenture or the Purchase Agreement.
This Certificate may be executed in counterparts, each of which 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 Certificate by facsimile transmission or by electronic transmission in portable document format (.pdf) shall be as effective as delivery of a manually executed counterpart.
[Signature Page Follows]
IN WITNESS WHEREOF, each of the undersigned has executed this Officers' Certificate as of the date first written above.
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: Sandra Okafor
Title: Chief Financial Officer
Date: December 10, 2025
NEXFORD INDUSTRIAL HOLDINGS INC.
By: ________
Name: Raymond Chiu
Title: General Counsel and Secretary
Date: December 10, 2025
ANNEX A
Pro Forma Fixed Charge Coverage Ratio Calculation (Summary)
As of December 10, 2025, After Giving Pro Forma Effect to the Issuance of the Additional Notes and the Kessler Acquisition
The following is a summary of the pro forma Fixed Charge Coverage Ratio calculation prepared in accordance with the definitions and methodologies set forth in Section 1.01 and Section 4.09 of the Indenture. Detailed supporting calculations, including the components of Adjusted EBITDA and the reconciliation of EBITDA adjustments, are set forth in the Compliance Certificate separately delivered to the Trustee on the date hereof.
I. Pro Forma Adjusted EBITDA
II. Pro Forma Fixed Charges
III. Pro Forma Fixed Charge Coverage Ratio
IV. Compliance Determination
The minimum Fixed Charge Coverage Ratio required under Section 4.09(a) of the Indenture for the incurrence of additional Indebtedness pursuant to the ratio basket is 2.00 to 1.00. The pro forma Fixed Charge Coverage Ratio of 2.99 to 1.00 exceeds the minimum required ratio, and accordingly, the incurrence test is satisfied.
Note: The figures set forth in this Annex A are summary in nature and are qualified in their entirety by reference to the detailed supporting calculations contained in the Compliance Certificate separately delivered to the Trustee pursuant to Section 4.09(b) of the Indenture. The Adjusted EBITDA figures include adjustments permitted under the definition of "Consolidated EBITDA" in Section 1.01 of the Indenture, including pro forma cost savings, operating expense reductions, and synergies that are reasonably identifiable and factually supportable and that are expected to be realized within eighteen (18) months of the date of determination, in each case as if such adjustments had been realized on the first day of the applicable four-quarter reference period. For the avoidance of doubt, unadjusted EBITDA of the Issuer and its Restricted Subsidiaries (before giving effect to the Kessler Acquisition) for the trailing twelve-month period ended September 30, 2025, was approximately $225,000,000.
Debt Instrument | Principal Amount
8.750% Senior Secured Notes due 2030 (Original Notes) | $475,000,000
8.750% Senior Secured Notes due 2030 (Additional Notes) | $150,000,000
Total Senior Secured Notes due 2030 | $625,000,000
10.250% Senior Unsecured Notes due 2031 | $310,000,000
ABL Revolving Credit Facility (drawn amount) | $45,000,000
Pro Forma Total Debt | $980,000,000
Metric | Amount
Pro forma cash and cash equivalents | $61,250,000
(consisting of $52,000,000 pre-transaction cash plus approximately $9,250,000 of excess proceeds)
Pro forma net debt | $918,750,000
Leverage Metric | Unadjusted EBITDA Basis ($225,000,000) | Pro Forma Adjusted EBITDA Basis ($270,000,000)
Pro forma total net leverage | ~4.1x | ~3.4x
Pro forma total gross leverage | ~4.4x | ~3.6x
Secured Debt Metric | Amount
Pro forma secured debt ($625,000,000 secured notes + $45,000,000 ABL) | $670,000,000
Pro forma secured net debt | $608,750,000
Secured Leverage Metric | Unadjusted EBITDA Basis ($225,000,000) | Pro Forma Adjusted EBITDA Basis ($270,000,000)
Pro forma secured net leverage | ~2.7x | ~2.25x
No. | Guarantor | Jurisdiction of Organization | Entity Type
1. | Nexford Parent Corp. | Delaware | Corporation
2. | Nexford Thermal Systems, LLC | Delaware | Limited Liability Company
3. | Nexford Fastener Group, Inc. | Delaware | Corporation
4. | Nexford Aerospace Components, Inc. | Delaware | Corporation
5. | Prairie Metal Works, LLC | Illinois | Limited Liability Company
6. | Great Lakes Precision, Inc. | Michigan | Corporation
7. | Nexford Defense Solutions, LLC | Delaware | Limited Liability Company
8. | Nexford Energy Products, Inc. | Texas | Corporation
9. | Veltrano Tool & Die, LLC | Ohio | Limited Liability Company
10. | Nexford International Holdings, Inc. | Delaware | Corporation
ABL Metric | Amount
Total revolving commitment | $200,000,000
Outstanding revolving borrowings | $45,000,000
Outstanding letters of credit | $8,200,000
Total utilization | $53,200,000
Available borrowing capacity | $146,800,000
Maturity date | September 15, 2027
Component | Amount
LTM Adjusted EBITDA of Nexford Industrial Holdings Inc. and its Restricted Subsidiaries (trailing twelve-month period ended September 30, 2025) | $247,000,000
Plus: LTM EBITDA of Kessler Precision Components, Inc. (trailing twelve-month period ended September 30, 2025) | $23,000,000
Pro Forma Combined Adjusted EBITDA | $270,000,000
Component | Amount
Interest expense on $625,000,000 Senior Secured Notes at 8.750% per annum (including the Additional Notes on a pro forma full-year basis) | $54,687,500
Interest expense on $310,000,000 Senior Unsecured Notes at 10.250% per annum | $31,775,000
Interest expense on ABL revolving credit facility ($45,000,000 drawn balance at an assumed weighted-average rate of approximately 7.50% per annum) | $3,375,000
Commitment fees and letter of credit fees under ABL facility (estimated) | $462,500
Total Pro Forma Fixed Charges | $90,300,000
Metric | Calculation
Pro Forma Combined Adjusted EBITDA | $270,000,000
Divided by: Total Pro Forma Fixed Charges | $90,300,000
Pro Forma Fixed Charge Coverage Ratio | 2.99x

OFFICERS' CERTIFICATE

NEXFORD INDUSTRIAL HOLDINGS INC.

NEXFORD INDUSTRIAL HOLDINGS INC.

ANNEX A

Record

Parties

Dates

Amounts