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Contract analysis / certified-organizational-documents-all-loan-parties.docx
certified-organizational-documents-all-loan-parties.docx
1005-00001 · 13 clauses
High · 2 Medium · 0 Standard · 0
1. Purpose and Background
1. Purpose and Background This memorandum accompanies the compilation of certified copies of organizational documents for each Loan Party in connection with the $1,400,000,000 senior secured Term Loan B facility, dated as of March 28, 2025 (the "Closing Date"), among Nexford Industrial Holdings Inc., a Delaware corporation ("Nexford" or the "Borrower"), the Guarantors party thereto (collectively with the Borrower, th
2. Scope of Compilation
2. Scope of Compilation Organizational documents have been obtained and are included in this compilation for the following categories of Loan Parties, comprising a total of thirteen (13) entities organized across six (6) U.S. jurisdictions: A. The Borrower: Nexford Industrial Holdings Inc., a Delaware corporation, is the primary borrower under the Credit Agreement and the central operating company of the Nexford grou
1. Nexford Precision Components, Inc. (Delaware corporation)
1. Nexford Precision Components, Inc. (Delaware corporation)
2. Nexford Engineered Systems, LLC (Delaware limited liability company)
2. Nexford Engineered Systems, LLC (Delaware limited liability company)
3. Nexford Coatings & Surface Technologies, Inc. (Delaware corporation)
3. Nexford Coatings & Surface Technologies, Inc. (Delaware corporation)
4. Nexford Manufacturing Services, LLC (Illinois limited liability company)
4. Nexford Manufacturing Services, LLC (Illinois limited liability company)
5. Nexford Properties, LLC (Delaware limited liability company)
5. Nexford Properties, LLC (Delaware limited liability company)
6. Nexford International Holdings, Inc. (Delaware corporation)
6. Nexford International Holdings, Inc. (Delaware corporation)
7. Clearfield Tool & Die, Inc. (Pennsylvania corporation)
7. Clearfield Tool & Die, Inc. (Pennsylvania corporation)
8. Summit Industrial Fabrication Co. (South Carolina corporation)
8. Summit Industrial Fabrication Co. (South Carolina corporation)
9. Ridgepoint Specialty Coatings, LLC (Texas limited liability company)
9. Ridgepoint Specialty Coatings, LLC (Texas limited liability company)
10. Lakeshore Precision Engineering, Inc. (Michigan corporation) High
⚑ Uncapped liability exposure
10. Lakeshore Precision Engineering, Inc. (Michigan corporation) The following entities are expressly excluded from the Loan Party group and are accordingly not included in this compilation: • Nexford Canada Holdings ULC, a British Columbia unlimited liability company and the first-tier foreign subsidiary of Nexford International Holdings, Inc. As a Foreign Subsidiary (as defined in the Credit Agreement), Nexford Can
3. Description of Organizational Documents Obtained High
⚑ Uncapped liability exposure
3. Description of Organizational Documents Obtained The types of organizational documents obtained and included in this compilation are as follows, organized by entity type: For each entity organized as a corporation: (a) A certified copy of the Certificate of Incorporation (or Articles of Incorporation, as applicable in the relevant jurisdiction), including all amendments, restatements, certificates of amendment, ce