CONFIDENTIAL
March 27, 2025
ATLAS MERIDIAN BANK, N.A. 500 Liberty Avenue Pittsburgh, Pennsylvania 15222
VIA EMAIL AND OVERNIGHT COURIER
Nexford Industrial Holdings Inc. 1400 Industrial Parkway Schaumburg, Illinois 60173
Attention: David Engstrom, General Counsel & Corporate Secretary
and Priya Mehta, VP, Treasury & Corporate Finance
cc: Crescent Harbor Bank, N.A. 320 Federal Street Boston, Massachusetts 02110
Attention: Elaine Prescott, Managing Director, Leveraged Finance
cc: Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Claudia Merritt, Partner, and Marcus Leung, Associate
cc: Whitfield & Gage LLP 51 West 52nd Street New York, New York 10019
Attention: Margaret Ashby, Partner
Re: Lien Release Authorization in Connection with Refinancing of Existing Credit Facilities
Reference: Credit Agreement dated as of June 14, 2019 (as amended by the First Amendment dated March 20, 2020, the Second Amendment dated November 8, 2021, the Third Amendment dated April 15, 2023, and the Fourth Amendment dated September 12, 2024, the "Existing Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto
Ladies and Gentlemen:
I. Background and Recitals
Atlas Meridian Bank, N.A. ("Atlas Meridian"), in its capacity as Administrative Agent and Collateral Agent under the Existing Credit Agreement referenced above, delivers this Lien Release Authorization Letter (this "Letter") in connection with the refinancing of all outstanding obligations under the Existing Credit Agreement, as more fully described below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing Credit Agreement.
A. Existing Credit Facilities. Atlas Meridian serves as Administrative Agent and Collateral Agent under the Existing Credit Agreement. The Existing Credit Agreement governs the following credit facilities extended to Nexford Industrial Holdings Inc. (the "Borrower" or "Nexford"):
(i) an Eight Hundred Seventy-Five Million Dollar ($875,000,000) first lien term loan facility (the "Existing Term Loan"), with a maturity date of June 14, 2026; and
(ii) a One Hundred Ninety Million Dollar ($190,000,000) revolving credit facility (the "Existing Revolving Facility"), with a maturity date of June 14, 2025.
As of the date hereof, the Existing Revolving Facility is undrawn, with zero dollars ($0) in outstanding borrowings or letters of credit thereunder. The Existing Revolving Facility will be permanently terminated in connection with the closing of the Refinancing Transaction (as defined below).
B. Borrower and Guarantors. The Borrower and the Guarantors under the Existing Credit Agreement are as follows:
Borrower: Nexford Industrial Holdings Inc., a Delaware corporation (EIN: 36-4178552; Delaware Secretary of State File No. 5765432).
Holdings Guarantor: Granite Peak NIH Holdings, LLC, a Delaware limited liability company (EIN: 85-3291047; Delaware Secretary of State File No. 7234891).
Subsidiary Guarantors:
(a) Nexford Precision Components, Inc.;
(b) Nexford Engineered Systems, LLC;
(c) Nexford Coatings & Surface Technologies, Inc.;
(d) Nexford Manufacturing Services, LLC;
(e) Nexford Properties, LLC;
(f) Nexford International Holdings, Inc.;
(g) Clearfield Tool & Die, Inc.;
(h) Summit Industrial Fabrication Co.;
(i) Ridgepoint Specialty Coatings, LLC; and
(j) Lakeshore Precision Engineering, Inc.
(collectively with the Holdings Guarantor, the "Guarantors," and together with the Borrower, the "Loan Parties").
C. Description of the Refinancing Transaction. The Borrower is entering into a new One Billion Four Hundred Million Dollar ($1,400,000,000) senior secured Term Loan B credit facility (the "New Credit Facility") with Crescent Harbor Bank, N.A. ("Crescent Harbor"), as administrative agent and collateral agent, and the lenders party thereto (the "Refinancing Transaction"). The proceeds of the New Credit Facility will be used, in part, to repay in full all outstanding obligations under the Existing Credit Agreement.
The payoff amount as of the anticipated closing date of March 28, 2025 is estimated at Eight Hundred Seventy-Nine Million Three Hundred Seventy-Five Thousand Dollars ($879,375,000) (the "Payoff Amount"), consisting of Eight Hundred Seventy-Five Million Dollars ($875,000,000) in outstanding principal under the Existing Term Loan plus approximately Four Million Three Hundred Seventy-Five Thousand Dollars ($4,375,000) in accrued and unpaid interest through and including March 28, 2025. The Payoff Amount is subject to final per diem adjustment as set forth in the separate Payoff Letter issued by Atlas Meridian dated March 26, 2025 (the "Payoff Letter"), which sets forth the precise Payoff Amount, per diem interest calculations, and wire transfer instructions for the repayment.
For the avoidance of doubt, the prepayment premium that would otherwise have been applicable to prepayment of the Existing Term Loan was permanently waived pursuant to the Fourth Amendment to the Existing Credit Agreement dated September 12, 2024. Accordingly, no prepayment premium, make-whole amount, or similar premium is payable in connection with the repayment of the Existing Term Loan.
D. Purpose of this Letter. The purpose of this Letter is to authorize and direct the release and termination of all liens, security interests, pledges, mortgages, and encumbrances of every kind and nature granted in favor of Atlas Meridian, as Collateral Agent for the benefit of the Secured Parties under the Existing Credit Agreement, upon the irrevocable receipt of the Payoff Amount in full in immediately available funds on the closing date of the Refinancing Transaction, which is currently expected to be March 28, 2025. This Letter further provides the requisite authorizations and powers of attorney to facilitate the filing and recording of all termination statements, lien releases, mortgage satisfactions, and other instruments necessary to evidence such release and termination of record.
II. Authorization and Release of Liens
A. Authorization upon Receipt of Payoff Amount. Atlas Meridian, acting in its capacity as Administrative Agent and Collateral Agent under the Existing Credit Agreement, hereby authorizes, directs, and confirms the complete and unconditional release and termination of all liens, security interests, pledges, assignments, mortgages, deeds of trust, hypothecations, charges, and encumbrances of every kind and nature whatsoever (collectively, the "Liens") heretofore granted to, or held by, Atlas Meridian as Collateral Agent for the benefit of the Secured Parties under the Existing Credit Agreement, the Security Agreement dated as of June 14, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), the Pledge Agreements, the intellectual Property Security Agreement, the Mortgages, and all other collateral documents executed and delivered in connection with the Existing Credit Agreement (collectively, the "Collateral Documents").
Such release and termination is effective upon, and conditioned solely upon, the irrevocable receipt by Atlas Meridian of the Payoff Amount in full in immediately available funds, wired to the account designated and specified in the Payoff Letter. Upon such receipt, and without any further action required on the part of Atlas Meridian, any Lender, or any other Secured Party:
(i) all Obligations (as defined in the Existing Credit Agreement) of the Borrower and the Guarantors under the Existing Credit Agreement, the Security Agreement, the Pledge Agreements, the intellectual Property Security Agreement, the Mortgages, and all other Loan Documents (as defined in the Existing Credit Agreement), including all outstanding principal, accrued and unpaid interest, fees, expenses, and other amounts owing under the Existing Term Loan and the Existing Revolving Facility, shall be deemed irrevocably and indefeasibly paid and satisfied in full;
(ii) the Existing Credit Agreement and all related Loan Documents and Collateral Documents shall terminate and be of no further force or effect, other than those provisions that by their express terms survive such termination, including, without limitation, customary indemnification, contribution, and expense reimbursement provisions (in each case, solely to the extent expressly provided to survive in the applicable Loan Document);
(iii) all commitments of the Lenders under the Existing Revolving Facility shall be permanently terminated; and
(iv) all Liens on the Collateral (as defined in the Existing Credit Agreement) shall be automatically released and terminated.
B. Specific Collateral Released. The Liens being released and terminated pursuant to this Letter cover all collateral pledged under the Existing Credit Agreement, the Security Agreement, the Pledge Agreements, the intellectual Property Security Agreement, the Mortgages, and all other Collateral Documents, including, without limitation, the following categories of collateral:
1. Personal Property Collateral. All personal property of the Borrower and each Guarantor in which Liens were granted to or for the benefit of the Collateral Agent under the Security Agreement and the other Collateral Documents, including, without limitation: all accounts receivable; inventory (including raw materials, work-in-process, and finished goods); equipment (including machinery, furniture, fixtures, motor vehicles, and tooling); general intangibles (including payment intangibles, software, contract rights, and goodwill); intellectual property (including patents, trademarks, service marks, trade names, copyrights, and trade secrets); deposit accounts; securities accounts; investment property; instruments (including promissory notes); documents (including documents of title); chattel paper (including tangible and electronic chattel paper); letter of credit rights; commercial tort claims (to the extent identified in the Security Agreement or any supplement thereto); supporting obligations; and all proceeds, products, rents, profits, and offspring of any and all of the foregoing.
2. Equity Interests. All equity interests pledged under the Pledge Agreements and the Security Agreement, including, without limitation:
(a) one hundred percent (100%) of the issued and outstanding equity interests in Nexford Industrial Holdings Inc. pledged by Granite Peak NIH Holdings, LLC;
(b) one hundred percent (100%) of the issued and outstanding equity interests in each direct domestic subsidiary of the Borrower pledged by the Borrower, including the equity interests in Nexford Precision Components, Inc., Nexford Engineered Systems, LLC, Nexford Coatings & Surface Technologies, Inc., Nexford Manufacturing Services, LLC, Nexford Properties, LLC, and Nexford International Holdings, Inc.;
(c) sixty-five percent (65%) of the issued and outstanding voting equity interests and one hundred percent (100%) of the issued and outstanding non-voting equity interests in Nexford Canada Holdings ULC, a British Columbia unlimited liability company, pledged by Nexford International Holdings, Inc.; and
(d) all equity interests in lower-tier subsidiaries pledged by the respective Subsidiary Guarantors, including the equity interests in Clearfield Tool & Die, Inc., Summit Industrial Fabrication Co., Ridgepoint Specialty Coatings, LLC, and Lakeshore Precision Engineering, Inc.
3. Real Property Collateral (Mortgaged Properties). All real property collateral encumbered by mortgages, deeds of trust, or similar instruments in favor of Atlas Meridian as Collateral Agent, consisting of the following four (4) mortgaged properties:
(a) 1400 Industrial Parkway, Schaumburg, Illinois 60173 (Cook County, Illinois);
(b) 2750 Commerce Drive, Rockford, Illinois 61101 (Winnebago County, Illinois);
(c) 600 Manufacturers Row, Greenville, South Carolina 29607 (Greenville County, South Carolina); and
(d) 9100 Westpark Industrial Boulevard, Houston, Texas 77063 (Harris County, Texas).
4. Intellectual Property. All patents, patent applications, trademarks, trademark applications, service marks, service mark registrations, copyrights, and copyright registrations of the Borrower and the Guarantors, and all related rights, in which a security interest was recorded at the United States Patent and Trademark Office ("USPTO") and the United States Copyright Office, pursuant to the intellectual Property Security Agreement and the related filings.
5. Intercompany Notes. All intercompany promissory notes pledged to the Collateral Agent under the Pledge Agreements or the Security Agreement, including all notes evidencing indebtedness between and among the Loan Parties and their respective subsidiaries.
6. Deposit and Securities Account Control Agreements. All rights of the Collateral Agent under deposit account control agreements and securities account control agreements entered into in connection with the Existing Credit Agreement between the applicable Loan Party, Atlas Meridian as Collateral Agent, and the applicable depository bank or securities intermediary.
III. Authorization to File UCC-3 Termination Statements
A. UCC-3 Termination Filings. Atlas Meridian hereby authorizes the Borrower, its counsel, Calderwood & Harkness LLP ("Borrower's Counsel"), and their respective authorized agents, representatives, officers, partners, and associates to prepare, execute (to the extent required), and file UCC-3 Termination Statements (each, a "UCC-3 Termination Statement") terminating all UCC-1 Financing Statements (and all amendments and continuations thereto) filed by or on behalf of Atlas Meridian as Secured Party in connection with the Existing Credit Agreement, in each applicable filing jurisdiction. A complete list of the UCC-1 Financing Statements to be terminated is set forth in Exhibit A attached hereto. The applicable filing jurisdictions include, without limitation:
(i) Delaware Secretary of State — for UCC-1 Financing Statements filed against Nexford Industrial Holdings Inc., Granite Peak NIH Holdings, LLC, Nexford Precision Components, Inc., Nexford Engineered Systems, LLC, Nexford Coatings & Surface Technologies, Inc., Nexford Properties, LLC, and Nexford International Holdings, Inc.;
(ii) Illinois Secretary of State — for UCC-1 Financing Statements filed against Nexford Manufacturing Services, LLC;
(iii) Pennsylvania Department of State — for UCC-1 Financing Statements filed against Clearfield Tool & Die, Inc.;
(iv) South Carolina Secretary of State — for UCC-1 Financing Statements filed against Summit Industrial Fabrication Co.;
(v) Texas Secretary of State — for UCC-1 Financing Statements filed against Ridgepoint Specialty Coatings, LLC; and
(vi) Michigan Department of State — for UCC-1 Financing Statements filed against Lakeshore Precision Engineering, Inc.
Atlas Meridian will cooperate in good faith with the Borrower and Borrower's Counsel in providing any required file-stamped copies of original UCC-1 Financing Statements and all applicable amendment filing numbers reasonably necessary for the preparation and filing of the UCC-3 Termination Statements. The target filing date for all UCC-3 Termination Statements is March 31, 2025, or as promptly as practicable following the closing date of the Refinancing Transaction.
B. Intellectual Property Lien Releases. Atlas Meridian further authorizes the Borrower and Borrower's Counsel to prepare, execute (to the extent required), and file releases and terminations of any and all security interest recordings at the USPTO and the United States Copyright Office relating to intellectual property collateral pledged under the Existing Credit Agreement and the intellectual Property Security Agreement. Atlas Meridian will cooperate in providing any information, documentation, or execution of instruments as may be reasonably necessary to effect such filings.
IV. Authorization to Release Mortgages
A. Mortgage Releases and Satisfactions. Atlas Meridian hereby authorizes and agrees to execute and deliver (or cause to be executed and delivered) mortgage releases, satisfactions of mortgage, discharges, or reconveyances, as applicable under the laws of the relevant jurisdiction, for each of the following mortgaged properties (collectively, the "Mortgage Release Documents"):
(i) 1400 Industrial Parkway, Schaumburg, Illinois 60173 — release or satisfaction of mortgage to be prepared in recordable form and recorded with the Cook County Recorder of Deeds, Cook County, Illinois;
(ii) 2750 Commerce Drive, Rockford, Illinois 61101 — release or satisfaction of mortgage to be prepared in recordable form and recorded with the Winnebago County Recorder, Winnebago County, Illinois;
(iii) 600 Manufacturers Row, Greenville, South Carolina 29607 — release or satisfaction of mortgage to be prepared in recordable form and recorded with the Greenville County Register of Deeds, Greenville County, South Carolina; and
(iv) 9100 Westpark Industrial Boulevard, Houston, Texas 77063 — release of deed of trust to be prepared in recordable form and recorded with the Harris County Clerk's Office, Harris County, Texas.
A complete listing of the mortgaged properties, including the applicable county of recording, instrument number, book and page number (where applicable) of the recorded mortgage or deed of trust, and the form of release or satisfaction to be executed, is set forth in Exhibit B attached hereto.
Atlas Meridian will deliver fully executed originals of all Mortgage Release Documents to Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017, Attention: Marcus Leung (or to such other address or person as may be directed by the Borrower in writing) within five (5) business days following receipt of the Payoff Amount in full in immediately available funds. The Borrower or Borrower's Counsel shall be responsible for recording the Mortgage Release Documents in the applicable county recorder's offices and for the payment of all recording fees, transfer taxes (if any), and related costs incurred in connection therewith.
V. Authorization to Terminate Control Agreements
Atlas Meridian hereby authorizes and directs the termination of all deposit account control agreements and securities account control agreements entered into by and among any Loan Party, Atlas Meridian as Collateral Agent, and the applicable depository banks and securities intermediaries in connection with the Existing Credit Agreement (collectively, the "Control Agreements"). A complete list of the Control Agreements to be terminated is set forth in Exhibit D attached hereto.
Atlas Meridian will deliver written notices of termination to the applicable depository banks and securities intermediaries that are parties to such Control Agreements, in form and substance reasonably satisfactory to the Borrower, promptly following receipt of the Payoff Amount. Alternatively, Atlas Meridian hereby authorizes the Borrower or Borrower's Counsel to prepare and deliver such notices of termination on behalf of Atlas Meridian, provided that such notices clearly reference the applicable Control Agreement and state that the security interest of Atlas Meridian in the subject deposit accounts or securities accounts has been terminated in connection with the repayment in full of all obligations under the Existing Credit Agreement.
The termination of all Control Agreements shall be effective upon the irrevocable receipt by Atlas Meridian of the Payoff Amount in full in immediately available funds.
VI. Authorization to Release Pledged Instruments and Certificates
Upon receipt of the Payoff Amount in full in immediately available funds, Atlas Meridian will return, or cause to be returned, to the Borrower (or as directed by the Borrower in writing) all original stock certificates, membership interest certificates, limited liability company interest certificates, partnership interest certificates, promissory notes, and other instruments and documents of title held by Atlas Meridian as Collateral Agent in connection with the Existing Credit Agreement, including, without limitation:
(a) all original stock certificates and related undated blank stock transfer powers for the equity interests in each pledged subsidiary of the Borrower and the Guarantors;
(b) all original membership interest certificates and related undated blank assignment instruments, to the extent certificated;
(c) all original intercompany promissory notes pledged to the Collateral Agent under the Pledge Agreements or the Security Agreement; and
(d) any other original instruments, negotiable documents, or documents of title held as collateral by or on behalf of Atlas Meridian as Collateral Agent.
A complete list of all pledged equity certificates and instruments to be returned is set forth in Exhibit C attached hereto.
All such certificates, notes, instruments, and documents shall be delivered by overnight courier (with tracking and insurance) to Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017, Attention: Marcus Leung, or to such other address or recipient as the Borrower may direct in writing. Atlas Meridian shall use commercially reasonable efforts to complete such delivery within five (5) business days following receipt of the Payoff Amount.
VII. Power of Attorney
Atlas Meridian hereby irrevocably constitutes and appoints the Borrower and Calderwood & Harkness LLP (and their respective authorized officers, partners, associates, agents, and representatives, each acting individually) as its true and lawful attorney-in-fact, effective upon the irrevocable receipt by Atlas Meridian of the Payoff Amount in full in immediately available funds, with full power and authority to act in the name and on behalf of Atlas Meridian for the following purposes:
(a) to prepare, execute, and file UCC-3 Termination Statements in all applicable filing jurisdictions terminating all UCC-1 Financing Statements filed in connection with the Existing Credit Agreement;
(b) to prepare, execute, and file intellectual property lien release documents, termination statements, and related instruments at the USPTO and the United States Copyright Office, terminating all security interest recordings filed in connection with the Existing Credit Agreement and the intellectual Property Security Agreement;
(c) to prepare, execute, and deliver notices of termination of Control Agreements to the applicable depository banks and securities intermediaries;
(d) to prepare, execute, and file such other instruments, documents, certificates, and filings as may be reasonably necessary or desirable to evidence the release and termination of all Liens in favor of Atlas Meridian as Collateral Agent and to remove all evidence of such Liens from the public record; and
(e) to take all such actions and execute all such documents as may be reasonably necessary or incidental to any of the foregoing.
This power of attorney is coupled with an interest and is irrevocable. Atlas Meridian acknowledges that the Borrower and Borrower's Counsel will rely upon this power of attorney in filing the instruments and documents described herein, and Atlas Meridian agrees that any filing made in good faith by the Borrower or Borrower's Counsel in reliance upon this power of attorney shall be valid and binding upon Atlas Meridian.
VIII. Representations and Confirmations by Atlas Meridian Bank, N.A.
Atlas Meridian hereby represents, warrants, and confirms to the Borrower, the Guarantors, Crescent Harbor, and their respective counsel as follows:
(a) Authority. Atlas Meridian has the full right, power, and authority, as Administrative Agent and Collateral Agent under the Existing Credit Agreement, to authorize the release and termination of all Liens and to execute and deliver this Letter. Such authority is conferred by the terms of the Existing Credit Agreement, including, without limitation, the provisions thereof regarding prepayment, termination, and release of Liens upon payment in full of all Obligations, and no further authorization, approval, or consent of any Person is required in connection with the execution and delivery of this Letter or the consummation of the transactions contemplated hereby.
(b) No Continuing Liens. Upon receipt of the Payoff Amount in full in immediately available funds, neither Atlas Meridian nor any Lender under the Existing Credit Agreement will have any further claim, lien, security interest, pledge, mortgage, charge, encumbrance, or other interest in or against any assets, properties, or rights of the Borrower or any Guarantor arising under the Existing Credit Agreement, the Security Agreement, the Pledge Agreements, the intellectual Property Security Agreement, the Mortgages, or any other Loan Document or Collateral Document.
(c) Lender Consent. No consent of any Lender under the Existing Credit Agreement is required for the release and termination of the Liens upon payment in full of all Obligations, pursuant to the terms of the Existing Credit Agreement. To the extent any such consent is required under the Existing Credit Agreement or any other Loan Document (which Atlas Meridian does not believe to be the case), such consent has been duly obtained and is in full force and effect.
(d) No Outstanding Obligations Preventing Termination. As of the date hereof, there are no outstanding letters of credit issued under the Existing Revolving Facility, no outstanding hedge obligations or swap obligations secured by the Collateral, and no outstanding bank product obligations or cash management obligations secured by the Collateral under the Existing Credit Agreement, in each case, that would prevent or delay the full release and termination of all Liens upon receipt of the Payoff Amount. The Existing Revolving Facility is fully undrawn, and no letters of credit are outstanding thereunder.
(e) Existing Credit Agreement Provisions. The release and termination of the Liens and the other actions contemplated by this Letter are consistent with, and authorized by, the applicable provisions of the Existing Credit Agreement governing the prepayment of the Existing Term Loan, the termination of the Existing Revolving Facility, and the release of Collateral upon repayment in full of all Obligations.
IX. Conditions to Effectiveness
This Letter, and all authorizations, releases, powers of attorney, and other provisions contained herein, shall become effective upon, and only upon, the satisfaction of the following condition:
The irrevocable receipt by Atlas Meridian Bank, N.A. of the Payoff Amount in full in immediately available funds, wired to the account specified in the Payoff Letter, on or before March 28, 2025 (or such later date as Atlas Meridian may agree to in writing in its sole discretion) (the "Outside Date").
If the Payoff Amount is not received in full in immediately available funds by the close of business on the Outside Date, this Letter shall automatically and without further action be null and void, and shall be of no force or effect whatsoever, and all authorizations, releases, and powers of attorney granted herein shall be deemed to have never been given.
The Payoff Amount shall be wired to the account specified in the Payoff Letter issued by Atlas Meridian dated March 26, 2025, subject to per diem interest adjustments as set forth therein. In the event that the closing of the Refinancing Transaction occurs on a date other than March 28, 2025, the Payoff Amount shall be adjusted in accordance with the per diem interest accrual rate specified in the Payoff Letter.
X. Further Assurances
Atlas Meridian agrees that, following the receipt of the Payoff Amount in full, it will, at the Borrower's sole cost and expense, promptly execute and deliver such additional documents, instruments, certificates, and filings as may be reasonably requested by the Borrower or Borrower's Counsel to effect or confirm the release and termination of all Liens granted in favor of Atlas Meridian as Collateral Agent, including, without limitation:
(a) additional UCC amendments, termination statements, or correction statements;
(b) mortgage satisfactions, releases, discharges, or reconveyances in recordable form for any jurisdiction requiring a specific form or format;
(c) intellectual property release filings at the USPTO, the United States Copyright Office, or any other applicable intellectual property registry;
(d) written notices to any third parties (including, without limitation, landlords, bailees, warehousemen, or other custodians) holding collateral on behalf of Atlas Meridian as Collateral Agent, advising such parties that the security interest of Atlas Meridian has been terminated;
(e) letters, instructions, or notices directed to depository banks and securities intermediaries that are parties to Control Agreements, confirming the termination of such Control Agreements; and
(f) any other documents, instruments, or filings as may be necessary or reasonably requested by the Borrower, Crescent Harbor, or any title insurance company, surveyor, or other service provider in connection with the Refinancing Transaction, to evidence or confirm the release and termination of the Liens.
All out-of-pocket costs and expenses incurred by Atlas Meridian in connection with the foregoing (including reasonable attorneys' fees and disbursements) shall be borne by the Borrower and shall be reimbursed promptly upon presentation of reasonable documentation thereof.
XI. Wire Instructions for Payoff
The Payoff Amount should be remitted by wire transfer of immediately available funds to the account designated in the wire transfer instructions provided separately by Atlas Meridian in the Payoff Letter dated March 26, 2025, and the wire instruction addendum delivered therewith (the "Wire Instructions"). The Borrower and its counsel are directed to the Payoff Letter for the complete wire transfer details, including the receiving bank name, ABA routing number, account number, account name, and reference information.
In the event that the closing of the Refinancing Transaction occurs on a date other than March 28, 2025, the Payoff Amount shall be adjusted on a per diem basis as specified in the Payoff Letter. The per diem interest accrual rate is set forth in the Payoff Letter and is based on the applicable interest rate under the Existing Credit Agreement (currently Term SOFR plus the applicable margin, calculated on an actual/360 day count basis, as set forth in the Existing Credit Agreement). Any per diem adjustment shall be communicated to the Borrower and Borrower's Counsel by Atlas Meridian prior to the adjusted closing date.
XII. Contact Information
For any questions, inquiries, or coordination regarding the lien releases, UCC-3 Termination Statement filings, mortgage satisfaction executions, return of pledged instruments and certificates, termination of Control Agreements, or any other matter arising under this Letter, please contact the following individuals:
Atlas Meridian Bank, N.A.:
Sandra Vickers Managing Director, Portfolio Management 500 Liberty Avenue Pittsburgh, Pennsylvania 15222 Telephone: (412) 553-8400
Email: sandra.vickers@atlasmeridianbank.com
Nexford Industrial Holdings Inc.:
Priya Mehta Vice President, Treasury & Corporate Finance 1400 Industrial Parkway Schaumburg, Illinois 60173 Telephone: (847) 619-2200
Email: pmehta@nexfordindustrial.com
Calderwood & Harkness LLP:
Marcus Leung Associate 425 Lexington Avenue New York, New York 10017 Telephone: (212) 478-3500
Email: mleung@calderwoodharkness.com
XIII. Governing Law
This Letter shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law), consistent with the governing law provision set forth in Section 10.14 of the Existing Credit Agreement.
XIV. Miscellaneous
This Letter 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 this Letter by facsimile transmission or by electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart.
This Letter constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and other communications (whether written or oral) with respect to the subject matter hereof.
This Letter shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
[Remainder of this page intentionally left blank. Signature pages follow.]
SIGNATURE PAGE TO LIEN RELEASE AUTHORIZATION LETTER
Very truly yours,
ATLAS MERIDIAN BANK, N.A., as Administrative Agent and Collateral Agent
By: ________
Name: Sandra Vickers
Title: Managing Director, Portfolio Management
Date: March 27, 2025
ACKNOWLEDGED AND AGREED
The undersigned Borrower hereby acknowledges receipt of this Lien Release Authorization Letter and agrees to the terms and conditions set forth herein, including, without limitation, the obligation to reimburse Atlas Meridian Bank, N.A. for all reasonable out-of-pocket costs and expenses incurred in connection with the lien release actions contemplated hereby.
NEXFORD INDUSTRIAL HOLDINGS INC., as Borrower
By: ________
Name: Michelle Kaplan
Title: Chief Financial Officer
Date: ________
EXHIBIT A
LIST OF UCC-1 FINANCING STATEMENTS TO BE TERMINATED
The following UCC-1 Financing Statements (and all amendments and continuations thereto) shall be terminated by the filing of UCC-3 Termination Statements in the applicable filing jurisdictions:
Note: All UCC-3 Termination Statements shall reference the applicable original filing number set forth above and shall terminate the financing statement in its entirety. Filing of continuation statements does not create a separate financing statement and does not require a separate termination filing.
EXHIBIT B
LIST OF MORTGAGED PROPERTIES AND MORTGAGE RECORDING INFORMATION
The following table sets forth the mortgaged properties encumbered by mortgages or deeds of trust in favor of Atlas Meridian Bank, N.A., as Collateral Agent, and the recording information for each such mortgage or deed of trust:
Note: Atlas Meridian Bank, N.A. will execute and deliver the applicable form of release, satisfaction, or reconveyance for each mortgaged property in recordable form within five (5) business days following receipt of the Payoff Amount. The Borrower or Borrower's Counsel shall be responsible for recording such instruments and for the payment of all recording fees and related costs.
EXHIBIT C
LIST OF PLEDGED EQUITY CERTIFICATES AND INSTRUMENTS TO BE RETURNED
The following original stock certificates, membership interest certificates, and instruments are held by Atlas Meridian Bank, N.A., as Collateral Agent, and shall be returned to the Borrower (or as directed) upon receipt of the Payoff Amount:
Note: All original certificates and instruments listed above, together with the accompanying undated blank stock powers and assignment instruments, shall be returned to Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017, Attention: Marcus Leung, by overnight courier (with tracking and insurance), within five (5) business days following receipt of the Payoff Amount.
EXHIBIT D
LIST OF CONTROL AGREEMENTS TO BE TERMINATED
The following deposit account control agreements ("DACAs") and securities account control agreements ("SACAs") entered into in connection with the Existing Credit Agreement shall be terminated upon receipt of the Payoff Amount:
Note: Atlas Meridian Bank, N.A. will deliver notices of termination to each depository bank and securities intermediary identified above, or alternatively will authorize the Borrower or Borrower's Counsel to deliver such notices on its behalf, promptly following receipt of the Payoff Amount in full. Upon termination, the exclusive control rights of Atlas Meridian Bank, N.A. in the foregoing accounts shall cease, and all instructions regarding the disposition of funds in such accounts shall revert to the applicable Loan Party as account holder.
Prepared by Calderwood & Harkness LLP (Marcus Leung / Sophie Tremblay; reviewed by Claudia Merritt) on behalf of Nexford Industrial Holdings Inc., for execution by Atlas Meridian Bank, N.A. Matter No. 1005-00001
| No. | Filing Jurisdiction | Debtor Name | Secured Party | Filing Number | Original Filing Date | Amendments / Continuations | ||
| 1 | Delaware Secretary of State | Nexford Industrial Holdings Inc. | Atlas Meridian Bank, N.A., as Collateral Agent | 2019-4523871 | June 14, 2019 | Continuation: 2024-1287634 (filed 03/12/2024) | ||
| 2 | Delaware Secretary of State | Granite Peak NIH Holdings, LLC | Atlas Meridian Bank, N.A., as Collateral Agent | 2019-4523905 | June 14, 2019 | Continuation: 2024-1287698 (filed 03/12/2024) | ||
| 3 | Delaware Secretary of State | Nexford Precision Components, Inc. | Atlas Meridian Bank, N.A., as Collateral Agent | 2019-4524012 | June 14, 2019 | Continuation: 2024-1287745 (filed 03/12/2024) | ||
| 4 | Delaware Secretary of State | Nexford Engineered Systems, LLC | Atlas Meridian Bank, N.A., as Collateral Agent | 2019-4524089 | June 14, 2019 | Continuation: 2024-1287801 (filed 03/12/2024) | ||
| 5 | Delaware Secretary of State | Nexford Coatings & Surface Technologies, Inc. | Atlas Meridian Bank, N.A., as Collateral Agent | 2019-4524156 | June 14, 2019 | Continuation: 2024-1287867 (filed 03/12/2024) | ||
| 6 | Delaware Secretary of State | Nexford Properties, LLC | Atlas Meridian Bank, N.A., as Collateral Agent | 2019-4524234 | June 14, 2019 | Continuation: 2024-1287923 (filed 03/12/2024) | ||
| 7 | Delaware Secretary of State | Nexford International Holdings, Inc. | Atlas Meridian Bank, N.A., as Collateral Agent | 2019-4524301 | June 14, 2019 | Continuation: 2024-1287989 (filed 03/12/2024) | ||
| 8 | Illinois Secretary of State | Nexford Manufacturing Services, LLC | Atlas Meridian Bank, N.A., as Collateral Agent | 2019-07834521 | June 17, 2019 | Continuation: 2024-03456712 (filed 03/15/2024) | ||
| 9 | Pennsylvania Department of State | Clearfield Tool & Die, Inc. | Atlas Meridian Bank, N.A., as Collateral Agent | 2019-061478923 | June 17, 2019 | Continuation: 2024-021345678 (filed 03/18/2024) | ||
| 10 | South Carolina Secretary of State | Summit Industrial Fabrication Co. | Atlas Meridian Bank, N.A., as Collateral Agent | 2019-0000452398 | June 18, 2019 | Continuation: 2024-0000128734 (filed 03/19/2024) | ||
| 11 | Texas Secretary of State | Ridgepoint Specialty Coatings, LLC | Atlas Meridian Bank, N.A., as Collateral Agent | 19-0028745612 | June 17, 2019 | Continuation: 24-0012876534 (filed 03/14/2024) | ||
| 12 | Michigan Department of State | Lakeshore Precision Engineering, Inc. | Atlas Meridian Bank, N.A., as Collateral Agent | 2019-098723456 | June 18, 2019 | Continuation: 2024-034567123 (filed 03/20/2024) | ||
| No. | Property Address | County / State | Mortgagor / Grantor | Instrument Type | Recording Date | Instrument / Document No. | Book / Page | Form of Release |
| 1 | 1400 Industrial Parkway, Schaumburg, IL 60173 | Cook County, IL | Nexford Properties, LLC | Mortgage | June 21, 2019 | Doc. No. 1918742356 | N/A (document number system) | Release of Mortgage |
| 2 | 2750 Commerce Drive, Rockford, IL 61101 | Winnebago County, IL | Nexford Properties, LLC | Mortgage | June 21, 2019 | Doc. No. 2019R008743 | Book 4521, Page 312 | Release of Mortgage |
| 3 | 600 Manufacturers Row, Greenville, SC 29607 | Greenville County, SC | Summit Industrial Fabrication Co. | Mortgage | June 24, 2019 | Book 5678, Page 1024 | Book 5678, Page 1024 | Satisfaction of Mortgage |
| 4 | 9100 Westpark Industrial Boulevard, Houston, TX 77063 | Harris County, TX | Ridgepoint Specialty Coatings, LLC | Deed of Trust | June 24, 2019 | Clerk's File No. 20190624-0087456 | N/A (file number system) | Release of Deed of Trust |
| No. | Issuing Entity | Type of Interest | Certificate / Instrument No. | Pledging Entity | No. of Shares / Units | Accompanying Transfer Power / Assignment | ||
| 1 | Nexford Industrial Holdings Inc. | Common Stock | Certificate No. C-0001 | Granite Peak NIH Holdings, LLC | 1,000 shares | Undated Blank Stock Power | ||
| 2 | Nexford Precision Components, Inc. | Common Stock | Certificate No. PC-001 | Nexford Industrial Holdings Inc. | 100 shares | Undated Blank Stock Power | ||
| 3 | Nexford Engineered Systems, LLC | Membership Interest | Certificate No. ES-001 | Nexford Industrial Holdings Inc. | 100% membership interest | Undated Blank Assignment | ||
| 4 | Nexford Coatings & Surface Technologies, Inc. | Common Stock | Certificate No. CST-001 | Nexford Industrial Holdings Inc. | 100 shares | Undated Blank Stock Power | ||
| 5 | Nexford Manufacturing Services, LLC | Membership Interest | Certificate No. MS-001 | Nexford Industrial Holdings Inc. | 100% membership interest | Undated Blank Assignment | ||
| 6 | Nexford Properties, LLC | Membership Interest | Certificate No. NP-001 | Nexford Industrial Holdings Inc. | 100% membership interest | Undated Blank Assignment |
| 7 | Nexford International Holdings, Inc. | Common Stock | Certificate No. IH-001 | Nexford Industrial Holdings Inc. | 100 shares | Undated Blank Stock Power |
| 8 | Nexford Canada Holdings ULC | Common Shares (Voting) | Certificate No. CH-001 | Nexford International Holdings, Inc. | 650 shares (65% of voting) | Undated Blank Stock Power |
| 9 | Nexford Canada Holdings ULC | Preferred Shares (Non-Voting) | Certificate No. CH-002 | Nexford International Holdings, Inc. | 1,000 shares (100% of non-voting) | Undated Blank Stock Power |
| 10 | Clearfield Tool & Die, Inc. | Common Stock | Certificate No. CT-001 | Nexford Precision Components, Inc. | 100 shares | Undated Blank Stock Power |
| 11 | Summit Industrial Fabrication Co. | Common Stock | Certificate No. SIF-001 | Nexford Engineered Systems, LLC | 100 shares | Undated Blank Stock Power |
| 12 | Ridgepoint Specialty Coatings, LLC | Membership Interest | Certificate No. RSC-001 | Nexford Coatings & Surface Technologies, Inc. | 100% membership interest | Undated Blank Assignment |
| 13 | Lakeshore Precision Engineering, Inc. | Common Stock | Certificate No. LPE-001 | Nexford Manufacturing Services, LLC | 100 shares | Undated Blank Stock Power |
| 14 | Intercompany Promissory Note | Promissory Note | Note dated June 14, 2019 ($12,500,000) | Nexford Industrial Holdings Inc. (payee: Nexford Precision Components, Inc.) | N/A | N/A |
| 15 | Intercompany Promissory Note | Promissory Note | Note dated June 14, 2019 ($8,750,000) | Nexford Industrial Holdings Inc. (payee: Nexford Engineered Systems, LLC) | N/A | N/A |
| 16 | Intercompany Promissory Note | Promissory Note | Note dated June 14, 2019 ($6,300,000) | Nexford Industrial Holdings Inc. (payee: Nexford Coatings & Surface Technologies, Inc.) | N/A | N/A |
| No. | Type | Depository Bank / Intermediary | Account Holder (Loan Party) | Account Reference | Date of Control Agreement | Executing Parties |
| 1 | DACA | Greaves Bancorp | Nexford Industrial Holdings Inc. | Operating Account ending in x4871 | June 14, 2019 | Nexford Industrial Holdings Inc., Atlas Meridian Bank, N.A. (as Collateral Agent), Greaves Bancorp |
| 2 | DACA | Greaves Bancorp | Nexford Industrial Holdings Inc. | Concentration Account ending in x4872 | June 14, 2019 | Nexford Industrial Holdings Inc., Atlas Meridian Bank, N.A. (as Collateral Agent), Greaves Bancorp |
| 3 | DACA | Greaves Bancorp | Nexford Precision Components, Inc. | Operating Account ending in x6239 | June 14, 2019 | Nexford Precision Components, Inc., Atlas Meridian Bank, N.A. (as Collateral Agent), Greaves Bancorp |
| 4 | DACA | Greaves Bancorp | Nexford Engineered Systems, LLC | Operating Account ending in x6240 | June 14, 2019 | Nexford Engineered Systems, LLC, Atlas Meridian Bank, N.A. (as Collateral Agent), Greaves Bancorp |
| 5 | DACA | Greaves Bancorp | Nexford Coatings & Surface Technologies, Inc. | Operating Account ending in x6241 | June 14, 2019 | Nexford Coatings & Surface Technologies, Inc., Atlas Meridian Bank, N.A. (as Collateral Agent), Greaves Bancorp |
| 6 | DACA | Adriatic Savings Bank | Nexford Manufacturing Services, LLC | Operating Account ending in x3318 | June 17, 2019 | Nexford Manufacturing Services, LLC, Atlas Meridian Bank, N.A. (as Collateral Agent), Adriatic Savings Bank |
| 7 | DACA | Orriven Trust Bank | Clearfield Tool & Die, Inc. | Operating Account ending in x7754 | June 17, 2019 | Clearfield Tool & Die, Inc., Atlas Meridian Bank, N.A. (as Collateral Agent), Orriven Trust Bank |
| 8 | DACA | Ostrander Financial | Summit Industrial Fabrication Co. | Operating Account ending in x9012 | June 18, 2019 | Summit Industrial Fabrication Co., Atlas Meridian Bank, N.A. (as Collateral Agent), Ostrander Financial |
| 9 | DACA | Aldermere Trust Bank | Ridgepoint Specialty Coatings, LLC | Operating Account ending in x5567 | June 17, 2019 | Ridgepoint Specialty Coatings, LLC, Atlas Meridian Bank, N.A. (as Collateral Agent), Aldermere Trust Bank |
| 10 | DACA | Aldermere Trust Bank | Lakeshore Precision Engineering, Inc. | Operating Account ending in x5589 | June 18, 2019 | Lakeshore Precision Engineering, Inc., Atlas Meridian Bank, N.A. (as Collateral Agent), Aldermere Trust Bank |
| 11 | SACA | Greaves Bancorp (as securities intermediary) | Nexford Industrial Holdings Inc. | Securities Account ending in x8821 | June 14, 2019 | Nexford Industrial Holdings Inc., Atlas Meridian Bank, N.A. (as Collateral Agent), Greaves Bancorp (as securities intermediary) |
| 12 | SACA | Greaves Bancorp (as securities intermediary) | Nexford Properties, LLC | Securities Account ending in x8834 | June 14, 2019 | Nexford Properties, LLC, Atlas Meridian Bank, N.A. (as Collateral Agent), Greaves Bancorp (as securities intermediary) |