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Contract analysis

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Contract analysis / closing-agenda-final.docx
closing-agenda-final.docx
1005-00001 · 43 clauses
High · 1 Medium · 4 Standard · 2
1. Nexford Precision Components, Inc., a Delaware corporation
1. Nexford Precision Components, Inc., a Delaware corporation
2. Nexford Engineered Systems, LLC, a Delaware limited liability company
2. Nexford Engineered Systems, LLC, a Delaware limited liability company
3. Nexford Coatings & Surface Technologies, Inc., a Delaware corporation
3. Nexford Coatings & Surface Technologies, Inc., a Delaware corporation
4. Nexford Manufacturing Services, LLC, an Illinois limited liability company
4. Nexford Manufacturing Services, LLC, an Illinois limited liability company
5. Nexford Properties, LLC, a Delaware limited liability company
5. Nexford Properties, LLC, a Delaware limited liability company
6. Nexford International Holdings, Inc., a Delaware corporation
6. Nexford International Holdings, Inc., a Delaware corporation
7. Clearfield Tool & Die, Inc., a Pennsylvania corporation
7. Clearfield Tool & Die, Inc., a Pennsylvania corporation
8. Summit Industrial Fabrication Co., a South Carolina corporation
8. Summit Industrial Fabrication Co., a South Carolina corporation
9. Ridgepoint Specialty Coatings, LLC, a Texas limited liability company
9. Ridgepoint Specialty Coatings, LLC, a Texas limited liability company
10. Lakeshore Precision Engineering, Inc., a Michigan corporation Medium
⚑ Forum / governing law
10. Lakeshore Precision Engineering, Inc., a Michigan corporation Total of 11 Guarantors (including Holdings). The Guarantee Agreement provides for the unconditional guaranty by each Guarantor of all Obligations of the Borrower under the Credit Agreement and the other Loan Documents. The Guarantee Agreement includes customary provisions relating to subrogation, contribution, and reinstatement. Prepared by C&H. Execut
1. Nexford Precision Components, Inc. — pledging equity interests in its lower-tier subsi
1. Nexford Precision Components, Inc. — pledging equity interests in its lower-tier subsidiaries, if any
2. Nexford Engineered Systems, LLC — pledging equity interests in its lower-tier subsidia
2. Nexford Engineered Systems, LLC — pledging equity interests in its lower-tier subsidiaries, if any
3. Nexford Coatings & Surface Technologies, Inc. — pledging equity interests in its lower
3. Nexford Coatings & Surface Technologies, Inc. — pledging equity interests in its lower-tier subsidiaries, if any
4. Nexford Manufacturing Services, LLC — pledging equity interests in its lower-tier subs
4. Nexford Manufacturing Services, LLC — pledging equity interests in its lower-tier subsidiaries, if any
5. Nexford Properties, LLC — pledging equity interests in its lower-tier subsidiaries, if
5. Nexford Properties, LLC — pledging equity interests in its lower-tier subsidiaries, if any
6. Nexford International Holdings, Inc. — pledging equity interests in Nexford Canada Hol
6. Nexford International Holdings, Inc. — pledging equity interests in Nexford Canada Holdings ULC (see Tab C-5 for limited pledge)
7. Clearfield Tool & Die, Inc. — pledging equity interests in its lower-tier subsidiaries
7. Clearfield Tool & Die, Inc. — pledging equity interests in its lower-tier subsidiaries, if any
8. Summit Industrial Fabrication Co. — pledging equity interests in its lower-tier subsid
8. Summit Industrial Fabrication Co. — pledging equity interests in its lower-tier subsidiaries, if any
9. Ridgepoint Specialty Coatings, LLC — pledging equity interests in its lower-tier subsi
9. Ridgepoint Specialty Coatings, LLC — pledging equity interests in its lower-tier subsidiaries, if any
10. Lakeshore Precision Engineering, Inc. — pledging equity interests in its lower-tier s High
⚑ Uncapped liability exposure
10. Lakeshore Precision Engineering, Inc. — pledging equity interests in its lower-tier subsidiaries, if any Each prepared by C&H. Executed in counterparts. Stock certificates, membership interest certificates, and undated stock/transfer powers executed in blank delivered to the Collateral Agent (see Tab C-10). C-5. CFC Holdco Limited Pledge Agreement — Execution Version Limited Pledge Agreement dated as of March 28,
1. Nexford Precision Components, Inc. (Delaware corporation) — Board resolutions, certifi
1. Nexford Precision Components, Inc. (Delaware corporation) — Board resolutions, certificate of incorporation, bylaws, incumbency
2. Nexford Engineered Systems, LLC (Delaware LLC) — Manager/member resolutions, certifica
2. Nexford Engineered Systems, LLC (Delaware LLC) — Manager/member resolutions, certificate of formation, LLC agreement, incumbency
3. Nexford Coatings & Surface Technologies, Inc. (Delaware corporation) — Board resolutio
3. Nexford Coatings & Surface Technologies, Inc. (Delaware corporation) — Board resolutions, certificate of incorporation, bylaws, incumbency
4. Nexford Manufacturing Services, LLC (Illinois LLC) — Manager/member resolutions, certi
4. Nexford Manufacturing Services, LLC (Illinois LLC) — Manager/member resolutions, certificate of organization, operating agreement, incumbency
5. Nexford Properties, LLC (Delaware LLC) — Manager/member resolutions, certificate of fo
5. Nexford Properties, LLC (Delaware LLC) — Manager/member resolutions, certificate of formation, LLC agreement, incumbency
6. Nexford International Holdings, Inc. (Delaware corporation) — Board resolutions, certi
6. Nexford International Holdings, Inc. (Delaware corporation) — Board resolutions, certificate of incorporation, bylaws, incumbency
7. Clearfield Tool & Die, Inc. (Pennsylvania corporation) — Board resolutions, articles o
7. Clearfield Tool & Die, Inc. (Pennsylvania corporation) — Board resolutions, articles of incorporation, bylaws, incumbency
8. Summit Industrial Fabrication Co. (South Carolina corporation) — Board resolutions, ar
8. Summit Industrial Fabrication Co. (South Carolina corporation) — Board resolutions, articles of incorporation, bylaws, incumbency
9. Ridgepoint Specialty Coatings, LLC (Texas LLC) — Manager/member resolutions, certifica
9. Ridgepoint Specialty Coatings, LLC (Texas LLC) — Manager/member resolutions, certificate of formation, company agreement, incumbency
10. Lakeshore Precision Engineering, Inc. (Michigan corporation) — Board resolutions, art Standard
⚑ Commercial term
10. Lakeshore Precision Engineering, Inc. (Michigan corporation) — Board resolutions, articles of incorporation, bylaws, incumbency Each such certificate certifies the authorization of the execution, delivery, and performance of the Guarantee Agreement, the Security Agreement, the applicable Pledge Agreement(s), and each other Transaction Document to which such Subsidiary Guarantor is a party. (Prepared by C&H, with
1. Nexford Precision Components, Inc. — Board resolutions adopted January 13, 2025
1. Nexford Precision Components, Inc. — Board resolutions adopted January 13, 2025
2. Nexford Engineered Systems, LLC — Manager consent adopted January 13, 2025
2. Nexford Engineered Systems, LLC — Manager consent adopted January 13, 2025
3. Nexford Coatings & Surface Technologies, Inc. — Board resolutions adopted January 13,
3. Nexford Coatings & Surface Technologies, Inc. — Board resolutions adopted January 13, 2025
4. Nexford Manufacturing Services, LLC — Manager consent adopted January 13, 2025
4. Nexford Manufacturing Services, LLC — Manager consent adopted January 13, 2025
5. Nexford Properties, LLC — Manager consent adopted January 13, 2025
5. Nexford Properties, LLC — Manager consent adopted January 13, 2025
6. Nexford International Holdings, Inc. — Board resolutions adopted January 13, 2025
6. Nexford International Holdings, Inc. — Board resolutions adopted January 13, 2025
7. Clearfield Tool & Die, Inc. — Board resolutions adopted January 13, 2025
7. Clearfield Tool & Die, Inc. — Board resolutions adopted January 13, 2025
8. Summit Industrial Fabrication Co. — Board resolutions adopted January 13, 2025
8. Summit Industrial Fabrication Co. — Board resolutions adopted January 13, 2025
9. Ridgepoint Specialty Coatings, LLC — Manager consent adopted January 13, 2025
9. Ridgepoint Specialty Coatings, LLC — Manager consent adopted January 13, 2025
10. Lakeshore Precision Engineering, Inc. — Board resolutions adopted January 13, 2025 Medium
⚑ Forum / governing law
10. Lakeshore Precision Engineering, Inc. — Board resolutions adopted January 13, 2025 Each attached to the respective Secretary's Certificate (Tab F-5). (Prepared by C&H) TAB G — GOOD STANDING AND ORGANIZATIONAL DOCUMENTS G-1. Good Standing Certificates — All Loan Parties Certificates of good standing (or certificates of existence, as applicable) for each Loan Party obtained from the applicable Secretary of State or
I-1. Payoff Letter from Atlas Meridian Bank, N.A. Standard
⚑ Commercial term
I-1. Payoff Letter from Atlas Meridian Bank, N.A. Payoff Letter dated as of March 27, 2025, from Atlas Meridian Bank, N.A., as administrative agent under the Existing Credit Agreement dated as of June 14, 2019, as amended (including as amended by the Fourth Amendment dated September 12, 2024), confirming the payoff and termination amounts for the Existing Credit Facility, as follows: Existing First Lien Term Loan: •
I-2. Lien Release Authorization Letter — Atlas Meridian Bank, N.A. Medium
⚑ Assignment / subcontracting
I-2. Lien Release Authorization Letter — Atlas Meridian Bank, N.A. Lien Release Authorization Letter dated as of March 27, 2025, from Atlas Meridian Bank, N.A., as administrative agent and collateral agent under the Existing Credit Agreement, authorizing the release of all liens, security interests, mortgages, pledges, assignments, and other encumbrances in favor of Atlas Meridian Bank, N.A. and the existing secured
I-3. UCC-3 Termination Statement Instructions and Forms — Atlas Meridian Liens Medium
⚑ Notice / time limit to track
I-3. UCC-3 Termination Statement Instructions and Forms — Atlas Meridian Liens Pre-prepared UCC-3 Termination Statement forms for the termination of all UCC-1 financing statements filed by or on behalf of Atlas Meridian Bank, N.A. against the Loan Parties in the following jurisdictions: • Delaware Secretary of State (covering Nexford Industrial Holdings Inc., Granite Peak NIH Holdings, LLC, and all Delaware-organized