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Contract analysis / ucc-3-termination-statements-filed.docx
ucc-3-termination-statements-filed.docx
1005-00001 · 28 clauses
High · 0 Medium · 2 Standard · 1
I. COVER MEMORANDUM Standard
⚑ Commercial term
I. COVER MEMORANDUM March 31, 2025 MEMORANDUM FROM: Sophie Tremblay, Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017 TO: File — Matter No. 1005-00001 (Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B) DATE: March 31, 2025 RE: UCC-3 Financing Statement Amendments (Terminations) — Termination of All UCC-1 Financing Statements in Favor of Atlas Meridian Bank, N.A. Billing
1. Delaware Secretary of State — seven (7) UCC-3 Termination Statements, covering the Bor
1. Delaware Secretary of State — seven (7) UCC-3 Termination Statements, covering the Borrower and six (6) subsidiary Guarantors organized in the State of Delaware;
2. Illinois Secretary of State — one (1) UCC-3 Termination Statement, covering one subsid
2. Illinois Secretary of State — one (1) UCC-3 Termination Statement, covering one subsidiary Guarantor organized in the State of Illinois; and
3. Pennsylvania Department of State — one (1) UCC-3 Termination Statement, covering one s Medium
⚑ Liability cap to check against exposure
3. Pennsylvania Department of State — one (1) UCC-3 Termination Statement, covering one subsidiary Guarantor organized in the Commonwealth of Pennsylvania. In total, nine (9) UCC-3 Financing Statement Amendments (Terminations) are documented in this compilation. Note Regarding Additional Jurisdictions: The Borrower's corporate family includes additional subsidiaries organized in South Carolina, Texas, and Michigan, f
1. Delaware Secretary of State
1. Delaware Secretary of State The following seven (7) Debtor entities are organized under the laws of the State of Delaware, and their respective UCC-1 Financing Statements were filed with the Delaware Secretary of State in accordance with Section 9-301 of the Delaware Uniform Commercial Code: (a) Nexford Industrial Holdings Inc. (Delaware Secretary of State File No. 5765432; EIN: 36-4178552) — a Delaware corporatio
2. Illinois Secretary of State
2. Illinois Secretary of State (a) Nexford Manufacturing Services, LLC — an Illinois limited liability company organized under the laws of the State of Illinois and a Guarantor under the Existing Credit Agreement. In accordance with Section 9-301 of the Illinois Uniform Commercial Code, the original UCC-1 Financing Statement for this entity was filed with the Illinois Secretary of State, and the corresponding UCC-3 T
3. Pennsylvania Department of State
3. Pennsylvania Department of State (a) Clearfield Tool & Die, Inc. — a Pennsylvania corporation organized under the laws of the Commonwealth of Pennsylvania and a Guarantor under the Existing Credit Agreement (joined as a Guarantor in connection with the Second Amendment, following Nexford's acquisition of Clearfield Tool & Die, Inc. in 2021). In accordance with Section 9-301 of the Pennsylvania Uniform Commercial C
II. TABLE OF FILED UCC-3 TERMINATION STATEMENTS
II. TABLE OF FILED UCC-3 TERMINATION STATEMENTS A. Summary Schedule The following table summarizes the nine (9) UCC-3 Financing Statement Amendments (Terminations) filed on March 31, 2025 to terminate the UCC-1 Financing Statements previously filed in favor of Atlas Meridian Bank, N.A. as Secured Party: Note: Original UCC-1 filing numbers referenced above were identified and confirmed in the Memorandum — UCC Search R
III. INDIVIDUAL UCC-3 FINANCING STATEMENT AMENDMENT FORMS
III. INDIVIDUAL UCC-3 FINANCING STATEMENT AMENDMENT FORMS Set forth below are the individual UCC-3 Financing Statement Amendment forms filed in connection with the termination of all UCC-1 Financing Statements in favor of Atlas Meridian Bank, N.A. Each form is presented in the standardized format prescribed by the International Association of Commercial Administrators ("IACA") for UCC Financing Statement Amendments.
I. UCC-3 No. 9 — Clearfield Tool & Die, Inc. (Pennsylvania)
I. UCC-3 No. 9 — Clearfield Tool & Die, Inc. (Pennsylvania) UCC FINANCING STATEMENT AMENDMENT (Form UCC-3) Filing Office: Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, 401 North Street, Room 206, Harrisburg, PA 17120 Item 1a — Initial Financing Statement File Number: 2021-1104892 Item 1b — Date of Filing of Initial Financing Statement: November 8, 2021 Note: The original UCC-1
IV. CROSS-REFERENCE TO NEW UCC-1 FILINGS (CRESCENT HARBOR BANK, N.A.)
IV. CROSS-REFERENCE TO NEW UCC-1 FILINGS (CRESCENT HARBOR BANK, N.A.) A. Notation In connection with the closing of the New Facility on March 28, 2025, replacement UCC-1 Financing Statements were filed in favor of Crescent Harbor Bank, N.A., as Collateral Agent, at 320 Federal Street, Boston, MA 02110, for each of the Loan Parties under the New Facility. The new UCC-1 Financing Statements were filed on the closing da
1. Nexford Industrial Holdings Inc.
1. Nexford Industrial Holdings Inc.
2. Granite Peak NIH Holdings, LLC
2. Granite Peak NIH Holdings, LLC
3. Nexford Precision Components, Inc.
3. Nexford Precision Components, Inc.
4. Nexford Engineered Systems, LLC
4. Nexford Engineered Systems, LLC
5. Nexford Coatings & Surface Technologies, Inc.
5. Nexford Coatings & Surface Technologies, Inc.
7. Nexford International Holdings, Inc.
7. Nexford International Holdings, Inc. Illinois Secretary of State:
8. Nexford Manufacturing Services, LLC
8. Nexford Manufacturing Services, LLC Pennsylvania Department of State:
9. Clearfield Tool & Die, Inc.
9. Clearfield Tool & Die, Inc. Additional Jurisdictions: In addition to the replacement filings in Delaware, Illinois, and Pennsylvania referenced above, new UCC-1 Financing Statements were also filed on March 28, 2025 in the following jurisdictions for additional Loan Parties under the New Facility:
10. South Carolina Secretary of State — Summit Industrial Fabrication Co. (South Carolina
10. South Carolina Secretary of State — Summit Industrial Fabrication Co. (South Carolina corporation)
11. Texas Secretary of State — Ridgepoint Specialty Coatings, LLC (Texas limited liabilit
11. Texas Secretary of State — Ridgepoint Specialty Coatings, LLC (Texas limited liability company)
12. Michigan Department of State — Lakeshore Precision Engineering, Inc. (Michigan corpor
12. Michigan Department of State — Lakeshore Precision Engineering, Inc. (Michigan corporation) All new UCC-1 Financing Statements are documented separately in the closing binder at Documents 79 through 90. Filing confirmations for the new UCC-1 filings have been received and are included in the closing binder at the designated tabs.
V. OUTSTANDING UCC-3 TERMINATIONS IN OTHER JURISDICTIONS
V. OUTSTANDING UCC-3 TERMINATIONS IN OTHER JURISDICTIONS A. Status Note UCC-3 Termination Statements for Atlas Meridian Bank, N.A. liens in the following jurisdictions are being separately processed under the supervision of this firm and are tracked on the Post-Closing Checklist and Tracker (Document 147 in the closing binder):
1. South Carolina Secretary of State — for Summit Industrial Fabrication Co., a South Car
1. South Carolina Secretary of State — for Summit Industrial Fabrication Co., a South Carolina corporation acquired by Nexford in 2022 and joined as a subsidiary guarantor under the Existing Credit Agreement. Principal address: 820 Summit Drive, Spartanburg, SC 29303. The original UCC-1 Financing Statement was filed with the South Carolina Secretary of State in connection with the joinder of Summit Industrial Fabrica
2. Texas Secretary of State — for Ridgepoint Specialty Coatings, LLC, a Texas limited lia
2. Texas Secretary of State — for Ridgepoint Specialty Coatings, LLC, a Texas limited liability company acquired by Nexford in 2023 and joined as a subsidiary guarantor under the Existing Credit Agreement. Principal address: 9100 Westpark Industrial Boulevard, Houston, TX 77063. The original UCC-1 Financing Statement was filed with the Texas Secretary of State in connection with the joinder of Ridgepoint Specialty Co
3. Michigan Department of State — for Lakeshore Precision Engineering, Inc., a Michigan c
3. Michigan Department of State — for Lakeshore Precision Engineering, Inc., a Michigan corporation acquired by Nexford in 2024 and joined as a subsidiary guarantor under the Existing Credit Agreement. Principal address: 3200 Lakeshore Boulevard, Muskegon, MI 49441. The original UCC-1 Financing Statement was filed with the Michigan Department of State in connection with the joinder of Lakeshore Precision Engineering,
VI. EXHIBITS / ATTACHMENTS
VI. EXHIBITS / ATTACHMENTS The following exhibits and attachments are appended to this memorandum or will be appended upon receipt: Exhibit A — Lien Release Authorization Letter Copy of the Lien Release Authorization Letter from Atlas Meridian Bank, N.A. to Nexford Industrial Holdings Inc. and Calderwood & Harkness LLP, dated March 27, 2025, authorizing the filing of UCC-3 Financing Statement Amendments (Terminations
VII. CLOSING NOTATION Medium
⚑ Confidentiality undertaking
VII. CLOSING NOTATION Prepared by: Sophie Tremblay Working Associate Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Email: stremblay@calderwoodharkness.com Reviewed by: Marcus Leung Lead Associate Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Email: mleung@calderwoodharkness.com Matter No.: 1005-00001 Billing Partner Client/Mat