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Contract analysis / ucc-3-termination-instructions-atlas-meridian.docx
ucc-3-termination-instructions-atlas-meridian.docx
1005-00001 · 32 clauses
High · 0 Medium · 2 Standard · 3
I. INTRODUCTION AND BACKGROUND Standard
⚑ Commercial term
I. INTRODUCTION AND BACKGROUND A. Transaction Context On March 28, 2025, Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower"), a corporation organized and existing under the laws of the State of Delaware (EIN: 36-4178552; Delaware Secretary of State File No. 5765432), closed a $1,400,000,000 senior secured Term Loan B credit facility (the "New Credit Facility") with Crescent Harbor Bank, N.A. ("Crescent Har
1. Delaware — Secretary of State (Division of Corporations), John G. Townsend Building, 4
1. Delaware — Secretary of State (Division of Corporations), John G. Townsend Building, 401 Federal Street, Dover, DE 19901. Seven (7) UCC-3 Termination Statements are to be filed in Delaware, corresponding to the seven (7) Loan Parties organized under the laws of the State of Delaware.
2. Illinois — Secretary of State (Uniform Commercial Code Division), Howlett Building, 50
2. Illinois — Secretary of State (Uniform Commercial Code Division), Howlett Building, 501 South Second Street, Room 350, Springfield, IL 62756. One (1) UCC-3 Termination Statement is to be filed in Illinois.
3. Pennsylvania — Department of State (Bureau of Corporations and Charitable Organization
3. Pennsylvania — Department of State (Bureau of Corporations and Charitable Organizations), 401 North Street, Room 206, Harrisburg, PA 17120. One (1) UCC-3 Termination Statement is to be filed in Pennsylvania.
4. South Carolina — Secretary of State, 1205 Pendleton Street, Suite 525, Columbia, SC 29
4. South Carolina — Secretary of State, 1205 Pendleton Street, Suite 525, Columbia, SC 29201. One (1) UCC-3 Termination Statement is to be filed in South Carolina.
5. Texas — Secretary of State (Statutory Filings Division), P.O. Box 13697, Austin, TX 78
5. Texas — Secretary of State (Statutory Filings Division), P.O. Box 13697, Austin, TX 78711. One (1) UCC-3 Termination Statement is to be filed in Texas.
6. Michigan — Department of State, Office of the Great Seal, UCC Section, 7064 Crowner Dr
6. Michigan — Department of State, Office of the Great Seal, UCC Section, 7064 Crowner Drive, Lansing, MI 48918. One (1) UCC-3 Termination Statement is to be filed in Michigan. The aggregate total of UCC-3 Termination Statements to be filed is twelve (12).
II. SUMMARY TABLE OF UCC-1 FILINGS TO BE TERMINATED
II. SUMMARY TABLE OF UCC-1 FILINGS TO BE TERMINATED The following table summarizes each UCC-1 financing statement to be terminated in connection with the refinancing. All filing numbers and dates are to be cross-referenced against the UCC search results summarized in the Memorandum — UCC Search Results Summary (All Filing Jurisdictions) dated February 18, 2025, prepared by Calderwood & Harkness LLP. Final filing numb
III. FILING INSTRUCTIONS — GENERAL Standard
⚑ Commercial term
III. FILING INSTRUCTIONS — GENERAL A. Filing Party / Authorized Filer The UCC-3 Termination Statements described herein are being filed by the Secured Party of record — Atlas Meridian Bank, N.A. — as authorized in the Lien Release Authorization Letter dated March 27, 2025 (attached hereto as Exhibit A). Pursuant to that authorization, Calderwood & Harkness LLP is filing the UCC-3 Termination Statements on behalf of A
IV. FILING INSTRUCTIONS — JURISDICTION-SPECIFIC
IV. FILING INSTRUCTIONS — JURISDICTION-SPECIFIC A. Delaware (7 Filings)
1. Filing Office
1. Filing Office Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Dover, Delaware 19901. Telephone: (302) 739-3073. Electronic filing is available at the Delaware Division of Corporations online filing portal. All seven Delaware UCC-3 Termination Statements will be filed electronically through this portal. The Delaware Division of Corporations maintains an efficien
2. Debtors / Filings
2. Debtors / Filings The following seven UCC-3 Termination Statements are to be filed with the Delaware Secretary of State: (a) Nexford Industrial Holdings Inc. — One (1) UCC-3 Termination Statement (Form C-1). Debtor is a Delaware corporation, DE File No. 5765432. Original UCC-1 filing date: on or about June 14, 2019. This is the Borrower's own financing statement. (b) Granite Peak NIH Holdings, LLC — One (1) UCC-3
3. Special Instructions — Delaware
3. Special Instructions — Delaware The following special instructions apply to the Delaware filings: (a) Exact Debtor Names. The debtor name entered in each UCC-3 form must match exactly the debtor name as set forth in the original UCC-1 financing statement. This includes any punctuation, abbreviations, and spacing. The debtor name in the original UCC-1 should be cross-checked against (i) the certified organizational
1. Filing Office
1. Filing Office Illinois Secretary of State, Uniform Commercial Code Division, Howlett Building, 501 South Second Street, Room 350, Springfield, Illinois 62756. Telephone: (217) 782-7518. Electronic filing is available through the Illinois Secretary of State's UCC online filing portal. The single Illinois UCC-3 Termination Statement will be filed electronically through this portal.
2. Debtor. Nexford Manufacturing Services, LLC — One (1) UCC-3 Termination Statement (For
2. Debtor. Nexford Manufacturing Services, LLC — One (1) UCC-3 Termination Statement (Form C-8). Debtor is a limited liability company organized under the laws of the State of Illinois, with its principal business address at 1400 Industrial Parkway, Schaumburg, Illinois 60173. Nexford Manufacturing Services, LLC ("NMS") is a wholly owned subsidiary of the Borrower and served as a Guarantor under the Existing Credit A
3. Special Instructions — Illinois
3. Special Instructions — Illinois (a) Exact Debtor Name. The debtor name as entered in the UCC-3 form must match exactly the debtor name as set forth in the original UCC-1 financing statement. The name should be cross-referenced against (i) the Illinois Secretary of State's online LLC records, and (ii) the certified articles of organization or certificate of organization for Nexford Manufacturing Services, LLC on fi
1. Filing Office
1. Filing Office Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, 401 North Street, Room 206, Harrisburg, Pennsylvania 17120. Telephone: (717) 787-1057. Electronic filing is available through the Pennsylvania Department of State's online filing system. The single Pennsylvania UCC-3 Termination Statement will be filed electronically.
2. Debtor. Clearfield Tool & Die, Inc. — One (1) UCC-3 Termination Statement (Form C-9).
2. Debtor. Clearfield Tool & Die, Inc. — One (1) UCC-3 Termination Statement (Form C-9). Debtor is a corporation organized under the laws of the Commonwealth of Pennsylvania, with its principal business address at 175 Clearfield Avenue, Clearfield, Pennsylvania 16830. Clearfield Tool & Die, Inc. ("Clearfield") was acquired by a subsidiary of Nexford in 2021 and was joined as a Guarantor under the Existing Credit Agre
3. Special Instructions — Pennsylvania
3. Special Instructions — Pennsylvania (a) Exact Debtor Name. The debtor name must match exactly as set forth in the original UCC-1. The name should be cross-referenced against the Pennsylvania Department of State's online entity records and the certified articles of incorporation for Clearfield Tool & Die, Inc. (b) Filing Date. Because Clearfield was acquired in 2021 and the UCC-1 was filed at the time of its joinde
1. Filing Office
1. Filing Office South Carolina Secretary of State, 1205 Pendleton Street, Suite 525, Columbia, South Carolina 29201. Telephone: (803) 734-2158. Electronic filing is available through the South Carolina Secretary of State's UCC online filing portal. The single South Carolina UCC-3 Termination Statement will be filed electronically; in the event the electronic filing system is unavailable, a paper filing via overnight
2. Debtor. Summit Industrial Fabrication Co. — One (1) UCC-3 Termination Statement (Form
2. Debtor. Summit Industrial Fabrication Co. — One (1) UCC-3 Termination Statement (Form C-10). Debtor is a corporation organized under the laws of the State of South Carolina, with its principal business address at 820 Summit Drive, Spartanburg, South Carolina 29303. Summit Industrial Fabrication Co. ("Summit") was acquired by a subsidiary of Nexford in 2022 and was joined as a Guarantor under the Existing Credit Ag
3. Special Instructions — South Carolina
3. Special Instructions — South Carolina (a) Exact Debtor Name. The debtor name must match exactly as reflected in the original UCC-1 filing. Cross-reference the debtor name against the South Carolina Secretary of State's online entity records and the certified articles of incorporation for Summit Industrial Fabrication Co. Particular attention should be paid to the use of "Co." versus "Company" or other variations.
1. Filing Office
1. Filing Office Texas Secretary of State, Statutory Filings Division, P.O. Box 13697, Austin, Texas 78711. Physical address for courier deliveries: 1019 Brazos Street, Austin, Texas 78701. Telephone: (512) 463-5555. Electronic filing is available via the SOSDirect online system. The single Texas UCC-3 Termination Statement will be filed electronically through SOSDirect.
2. Debtor. Ridgepoint Specialty Coatings, LLC — One (1) UCC-3 Termination Statement (Form
2. Debtor. Ridgepoint Specialty Coatings, LLC — One (1) UCC-3 Termination Statement (Form C-11). Debtor is a limited liability company organized under the laws of the State of Texas, with its principal business address at 9100 Westpark Industrial Boulevard, Houston, Texas 77063. Ridgepoint Specialty Coatings, LLC ("Ridgepoint") was acquired by a subsidiary of Nexford in 2023 and was joined as a Guarantor under the Ex
3. Special Instructions — Texas
3. Special Instructions — Texas (a) Exact Debtor Name. The debtor name must match exactly as set forth in the original UCC-1 filing. Cross-reference the debtor name against the Texas Secretary of State's SOSDirect entity records and the certified certificate of formation for Ridgepoint Specialty Coatings, LLC. (b) Filing Date. The exact filing date for the original UCC-1 should be confirmed from the UCC search result
1. Filing Office
1. Filing Office Michigan Department of State, Office of the Great Seal, UCC Section, 7064 Crowner Drive, Lansing, Michigan 48918. Telephone: (517) 322-1144. Electronic filing is available through the Michigan Department of State online UCC filing system. The single Michigan UCC-3 Termination Statement will be filed electronically.
2. Debtor. Lakeshore Precision Engineering, Inc. — One (1) UCC-3 Termination Statement (F
2. Debtor. Lakeshore Precision Engineering, Inc. — One (1) UCC-3 Termination Statement (Form C-12). Debtor is a corporation organized under the laws of the State of Michigan, with its principal business address at 3200 Lakeshore Boulevard, Muskegon, Michigan 49441. Lakeshore Precision Engineering, Inc. ("Lakeshore") was acquired by a subsidiary of Nexford in 2024 and was joined as a Guarantor under the Existing Credi
3. Special Instructions — Michigan
3. Special Instructions — Michigan (a) Exact Debtor Name. The debtor name must match exactly as set forth in the original UCC-1 filing. Cross-reference against the Michigan Department of State's LARA (Licensing and Regulatory Affairs) entity search records and the certified articles of incorporation for Lakeshore Precision Engineering, Inc. (b) Filing Date. This is the most recently filed UCC-1 in favor of Atlas Meri
V. PRE-PREPARED UCC-3 FINANCING STATEMENT AMENDMENT FORMS
V. PRE-PREPARED UCC-3 FINANCING STATEMENT AMENDMENT FORMS A. General Form Template Each of the twelve UCC-3 Termination Statements has been pre-prepared using the standard national UCC-3 Financing Statement Amendment form (the current version as adopted by the International Association of Commercial Administrators, revised 2010). The forms are attached as Exhibits C-1 through C-12 to this memorandum. Each form has be
VI. POST-FILING CONFIRMATION AND RECORDKEEPING Standard
⚑ Commercial term
VI. POST-FILING CONFIRMATION AND RECORDKEEPING A. Filing Confirmations Upon the successful filing of each UCC-3 Termination Statement, the following documentation must be obtained and retained: (a) Electronic Filing Acknowledgment/Confirmation. Each electronic filing portal generates a filing acknowledgment or confirmation upon acceptance of the UCC-3 filing. This confirmation typically includes the assigned filing n
VII. ADDITIONAL LIEN RELEASES AND TERMINATIONS (CROSS-REFERENCE) Medium
⚑ Assignment / subcontracting
VII. ADDITIONAL LIEN RELEASES AND TERMINATIONS (CROSS-REFERENCE) This memorandum addresses only the UCC-3 Termination Statements to be filed with the applicable Secretaries of State and Departments of State in connection with the refinancing. However, the complete lien release program for the Atlas Meridian Bank, N.A. security interest package involves additional categories of lien releases and terminations that are
VIII. EXHIBITS / ATTACHMENTS Medium
⚑ Confidentiality undertaking
VIII. EXHIBITS / ATTACHMENTS The following exhibits and attachments are included with this memorandum: Exhibit A: Lien Release Authorization Letter from Atlas Meridian Bank, N.A., executed by Sandra Vickers, Managing Director, Portfolio Management, dated March 27, 2025. This letter authorizes the termination of all UCC-1 financing statements filed in favor of Atlas Meridian Bank, N.A. as Secured Party under the Exist