CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP
MEMORANDUM PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Claudia Merritt, Responsible Partner, Banking & Finance
FROM: Sophie Tremblay, Working Associate, Banking & Finance
CC: Marcus Leung, Lead Associate, Banking & Finance; Ian Blackwood, Billing Partner, Banking & Finance
DATE: February 18, 2025
RE: UCC Search Results Summary — All Filing Jurisdictions — Nexford Industrial Holdings Inc. $1,400,000,000 Senior Secured Term Loan B Refinancing and Dividend Recapitalization
MATTER NO.: 1005-00001
CLIENT/MATTER CODE: IBL-NIH-2025-031
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I. Purpose and Scope
This memorandum summarizes the results of Uniform Commercial Code lien searches conducted in connection with the proposed $1,400,000,000 senior secured Term Loan B facility (the "New Credit Facility") to be entered into by Nexford Industrial Holdings Inc. (the "Borrower"), with Crescent Harbor Bank, N.A. acting as lead left arranger, administrative agent, and collateral agent (in such capacity, "Crescent Harbor"). The New Credit Facility is being arranged as part of a refinancing of the Borrower's existing first lien credit facilities and a concurrent dividend recapitalization in favor of the Borrower's private equity sponsor, Granite Peak Capital Partners, LP, through its holding vehicle, Granite Peak NIH Holdings, LLC.
The UCC lien searches were ordered for the purpose of: (a) identifying all existing UCC-1 financing statement filings of record against each Loan Party (as defined in the draft Credit Agreement for the New Credit Facility); (b) confirming the nature, scope, and priority of all existing liens encumbering the assets of the Loan Parties; and (c) ensuring that, at or promptly following the closing of the New Credit Facility (currently targeted for March 28, 2025), all liens in favor of Atlas Meridian Bank, N.A. ("Atlas Meridian"), in its capacity as administrative agent and collateral agent under the existing Credit Agreement dated June 14, 2019 (as amended through the Fourth Amendment dated September 12, 2024, the "Existing Credit Agreement"), are properly terminated and released.
Searches were conducted across six filing jurisdictions corresponding to the jurisdictions of organization of the twelve domestic Loan Parties:
•  Delaware — Secretary of State (eight Loan Parties)
•  Illinois — Secretary of State (one Loan Party)
•  Pennsylvania — Department of State (one Loan Party)
•  South Carolina — Secretary of State (one Loan Party)
•  Texas — Secretary of State (one Loan Party)
•  Michigan — Department of State (one Loan Party)
The search scope covers each Loan Party as filed under its exact legal name as registered with the applicable filing office, as well as any known prior names, trade names, or assumed names. Under UCC Article 9 (specifically, § 9-503), the legal name of a registered organization as shown on the public organic record of its jurisdiction of organization is the name that must be used in the financing statement for the filing to be effective. Our searches were conducted using these exact legal names to ensure completeness and accuracy.
All searches were conducted by Capitol Lien Services, Inc., a nationally recognized third-party UCC search service, and the results are current as of the search dates noted in the detailed results below (generally February 12 through February 15, 2025, varying by jurisdiction based on search service turnaround and the respective filing office processing times).
This memorandum should be read in conjunction with two companion memoranda prepared by this firm: (i) the Memorandum — Analysis of Existing Lien and Security Package (Atlas Meridian) dated February 15, 2025, which provides a detailed analysis of the existing collateral and security package under the Existing Credit Agreement, and (ii) the Memorandum — Intellectual Property Lien Search Results dated February 19, 2025, which addresses IP-specific lien filings at the United States Patent and Trademark Office and the United States Copyright Office. Together, these three memoranda are intended to provide a comprehensive picture of the lien landscape affecting the Loan Parties as of the dates of the respective searches.
II. Summary of Findings
The following is a high-level executive summary of the UCC search results. Detailed findings for each jurisdiction and each Loan Party are set forth in Section IV below.
Atlas Meridian Bank Filings. The UCC searches revealed existing UCC-1 financing statements in favor of Atlas Meridian Bank, N.A., as collateral agent, filed against each of the twelve domestic Loan Parties in their respective filing jurisdictions. These filings are consistent with the existing security package established under the Existing Credit Agreement dated June 14, 2019, as supplemented by joinder documents executed in connection with the acquisitions of Clearfield Tool & Die, Inc. (2021), Summit Industrial Fabrication Co. (2022), Ridgepoint Specialty Coatings, LLC (2023), and Lakeshore Precision Engineering, Inc. (2024). In total, twelve (12) UCC-1 financing statements in favor of Atlas Meridian were identified across the six filing jurisdictions. All twelve filings reflect active status as of the applicable search dates.
Termination at Closing. All filings in favor of Atlas Meridian Bank, N.A. are expected to be terminated at or promptly following the closing of the New Credit Facility on or before March 28, 2025, upon the repayment in full of the existing $875,000,000 first lien term loan (with a current estimated payoff amount of approximately $879,375,000, inclusive of accrued and unpaid interest through the anticipated closing date) and the termination of the existing $190,000,000 revolving credit facility (which is currently undrawn). UCC-3 Termination Statements will need to be prepared and filed in all six jurisdictions to effect the release of the Atlas Meridian liens of record. Calderwood & Harkness is preparing these termination statements for filing promptly after closing, with a target filing date of March 31, 2025, which is three business days following the anticipated closing date.
Non-Atlas Meridian Filings. In addition to the Atlas Meridian filings, a small number of UCC-1 financing statements filed by other parties were identified, as follows:
(a) One filing by Crestline Capital Leasing, LLC against Nexford Industrial Holdings Inc. in Delaware, relating to a purchase money or equipment financing lien on specific CNC machining centers and related fixtures — a permitted lien under both the Existing Credit Agreement and the proposed Credit Agreement for the New Credit Facility;
(b) One filing by Commonwealth Business Credit, LLC against Clearfield Tool & Die, Inc. in Pennsylvania, which appears to be a stale, pre-acquisition filing that should have been terminated at the time of Nexford's acquisition of Clearfield in 2021 — this filing requires remedial action prior to closing, as discussed in detail below; and
(c) One filing by Great Lakes Equipment Leasing Corp. against Lakeshore Precision Engineering, Inc. in Michigan, which appears to be a precautionary filing in connection with a true operating lease of precision grinding equipment — expected to constitute a permitted lien under the proposed Credit Agreement.
No Unexpected or Unauthorized Liens. No unexpected, unauthorized, or otherwise impermissible liens were identified in the UCC search results. Subject to resolution of the stale Commonwealth Business Credit filing against Clearfield (described above), the search results are clean and consistent with the representations that have been made by the Borrower's management team and the Borrower's counsel in the course of the due diligence process.
Recommendation — Bring-Down Searches. We recommend that updated bring-down UCC lien searches be ordered in all six filing jurisdictions approximately one to two business days prior to the closing date (i.e., on or about March 25 or 26, 2025) to confirm that no intervening filings or liens have been recorded against any Loan Party during the period between the initial search dates (mid-February 2025) and the closing date. This is standard practice and is expected to be a condition precedent to closing under the draft Credit Agreement.
III. Entities Searched and Filing Jurisdictions
A. Table of Loan Parties and Applicable Filing Jurisdictions
Under UCC § 9-301(1), the law of the jurisdiction in which a debtor is located governs the perfection and priority of a security interest in the debtor's property. Under UCC § 9-307(e), a registered organization (such as a corporation or limited liability company) is located in its jurisdiction of organization. Accordingly, the UCC filing jurisdiction for each Loan Party corresponds to its state of organization. The following table sets forth each Loan Party, its entity type, jurisdiction of organization, and the applicable UCC filing office:
Note Regarding Foreign Subsidiaries. Nexford Canada Holdings ULC, a British Columbia unlimited liability company, and Nexford Canada Manufacturing, Inc., an Ontario corporation, are foreign subsidiaries of the Borrower. These entities are not Guarantors under the proposed Credit Agreement and are not pledging assets under the proposed Security Agreement. Accordingly, UCC searches were not conducted for these entities, as they are not registered organizations within the U.S. UCC filing system and their assets are not part of the collateral package. However, Nexford International Holdings, Inc. (the "CFC holdco"), which is the direct parent of Nexford Canada Holdings ULC, is a Delaware corporation and a Subsidiary Guarantor under both the existing and proposed credit facilities. The equity interests in Nexford Canada Holdings ULC held by Nexford International Holdings, Inc. are subject to a limited pledge (65% of voting equity interests and 100% of non-voting equity interests), consistent with the limitations applicable to controlled foreign corporations under former Section 956 of the Internal Revenue Code. UCC search results for Nexford International Holdings, Inc. are included in the Delaware results below.
B. Search Parameters
The following search parameters were employed for all jurisdictions:
•  Name Searched: Exact legal name of each entity as registered with the applicable Secretary of State or Department of State, consistent with the requirements of UCC § 9-503(a)(1).
•  Search Period: All active UCC-1 financing statements and all filings (including lapsed filings) within the prior twelve (12) months from the search date.
•  Search Dates: February 12, 2025, through February 15, 2025, with specific dates varying by jurisdiction based on the processing times of the applicable filing offices and the turnaround schedule of Capitol Lien Services, Inc.
•  Search Service: Capitol Lien Services, Inc., New York, New York (Account No. SC-04712).
All search certificates and reports have been received, reviewed, and are maintained in the electronic matter file. Copies have been uploaded to the virtual data room (Folder 8.3 — UCC Search Reports).
IV. Detailed Search Results by Jurisdiction
A. Delaware Secretary of State
Eight Loan Parties are organized in Delaware and thus have UCC financing statement filings at the Delaware Secretary of State, Division of Corporations. The Delaware Secretary of State maintains an electronic filing and search system, and search results were returned as of February 13, 2025.
1. Nexford Industrial Holdings Inc.  
Delaware Entity File No.: 5765432 | EIN: 36-4178552 Registered Agent: Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 Search Date: February 13, 2025
Filing 1: UCC-1 Financing Statement (Atlas Meridian — Blanket Lien)
•  File Number: 2019-2345678
•  Filing Date: June 14, 2019
•  Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 500 Liberty Avenue, Pittsburgh, PA 15222
•  Debtor: Nexford Industrial Holdings Inc., 1400 Industrial Parkway, Schaumburg, IL 60173
•  Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired, including without limitation all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, letters of credit, money, oil, gas, and other minerals, and all proceeds and products thereof (blanket lien).
•  Amendments:
(a) UCC-3 Amendment Statement, File No. 2020-1823456, filed January 22, 2020, reflecting an update to the Debtor's mailing address from 1200 Commerce Boulevard, Suite 400, Schaumburg, IL 60173 to 1400 Industrial Parkway, Schaumburg, IL 60173.
(b) UCC-3 Continuation Statement, File No. 2024-0456789, filed March 15, 2024, continuing the effectiveness of the initial financing statement for an additional five-year period through June 14, 2029.
•  Status: Active
•  Action Required: UCC-3 Termination Statement to be filed at closing (March 28, 2025) or promptly thereafter. Target filing date: March 31, 2025.
Filing 2: UCC-1 Financing Statement (Crestline Capital Leasing — Equipment Financing)
•  File Number: 2022-8765432
•  Filing Date: March 15, 2022
•  Secured Party: Crestline Capital Leasing, LLC, 200 Park Avenue, Suite 3100, New York, NY 10166
•  Debtor: Nexford Industrial Holdings Inc., 1400 Industrial Parkway, Schaumburg, IL 60173
•  Collateral Description: Specific items of equipment described in Schedule A attached thereto, consisting of: (i) four (4) Mazak Integrex i-500 CNC multi-tasking machining centers, serial numbers [various]; (ii) two (2) DMG Mori NHX 10000 horizontal machining centers, serial numbers [various]; and (iii) all fixtures, attachments, accessories, and accessions thereto, and all proceeds thereof.
•  Amendments: None.
•  Status: Active
•  Analysis: This filing appears to be a purchase money security interest or equipment financing lien granted by the Borrower to Crestline Capital Leasing, LLC in connection with the acquisition of specific CNC machining centers. This type of financing arrangement is consistent with the $50,000,000 capital lease and purchase money debt basket permitted under Section 7.03(h) of the Existing Credit Agreement and the corresponding provision in the proposed Credit Agreement for the New Credit Facility (Section 7.03(g)). The collateral description is limited to specifically identified equipment and does not constitute a blanket lien. This filing will remain in place following closing as a permitted lien. No action is required with respect to this filing.
2. Granite Peak NIH Holdings, LLC.  
Delaware Entity File No.: 7234891 | EIN: 85-3291047 Registered Agent: Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 Search Date: February 13, 2025
Filing 1: UCC-1 Financing Statement (Atlas Meridian — Equity Pledge)
•  File Number: 2019-2345701
•  Filing Date: June 14, 2019
•  Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 500 Liberty Avenue, Pittsburgh, PA 15222
•  Debtor: Granite Peak NIH Holdings, LLC, c/o Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801
•  Collateral Description: All equity interests in Nexford Industrial Holdings Inc. held by Debtor, whether now owned or hereafter acquired, including all rights to receive distributions, all voting rights, and all other rights and privileges associated therewith; and all proceeds thereof.
•  Amendments: None.
•  Status: Active
•  Action Required: UCC-3 Termination Statement to be filed at closing or promptly thereafter. Target filing date: March 31, 2025. Note that Granite Peak NIH Holdings, LLC, as the direct parent of the Borrower and the Holdings entity under both the existing and proposed credit facilities, will also be required to deliver a new pledge of equity interests in the Borrower to Crescent Harbor Bank, N.A. as Collateral Agent, and a corresponding new UCC-1 will be filed upon closing.
No other filings were found against Granite Peak NIH Holdings, LLC.
3. Nexford Precision Components, Inc.  
Delaware Entity File No.: 5812437 | EIN: 36-4291883 Registered Agent: Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 Search Date: February 13, 2025
Filing 1: UCC-1 Financing Statement (Atlas Meridian — Blanket Lien)
•  File Number: 2019-2345723
•  Filing Date: June 14, 2019
•  Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 500 Liberty Avenue, Pittsburgh, PA 15222
•  Debtor: Nexford Precision Components, Inc., 2750 Commerce Drive, Rockford, IL 61101
•  Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired, including without limitation all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, letters of credit, money, oil, gas, and other minerals, and all proceeds and products thereof (blanket lien).
•  Amendments: UCC-3 Continuation Statement, File No. 2024-0478321, filed March 15, 2024, continuing effectiveness through June 14, 2029.
•  Status: Active
•  Action Required: UCC-3 Termination Statement to be filed at closing or promptly thereafter. Target filing date: March 31, 2025.
No other filings were found against Nexford Precision Components, Inc.
4. Nexford Engineered Systems, LLC.  
Delaware Entity File No.: 5923178 | EIN: 36-4302917 Registered Agent: Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 Search Date: February 13, 2025
Filing 1: UCC-1 Financing Statement (Atlas Meridian — Blanket Lien)
•  File Number: 2019-2345745
•  Filing Date: June 14, 2019
•  Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 500 Liberty Avenue, Pittsburgh, PA 15222
•  Debtor: Nexford Engineered Systems, LLC, 600 Manufacturers Row, Greenville, SC 29607
•  Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired, including without limitation all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, letters of credit, money, oil, gas, and other minerals, and all proceeds and products thereof (blanket lien).
•  Amendments: UCC-3 Continuation Statement, File No. 2024-0481592, filed March 15, 2024, continuing effectiveness through June 14, 2029.
•  Status: Active
•  Action Required: UCC-3 Termination Statement to be filed at closing or promptly thereafter. Target filing date: March 31, 2025.
No other filings were found against Nexford Engineered Systems, LLC.
5. Nexford Coatings & Surface Technologies, Inc.  
Delaware Entity File No.: 6014293 | EIN: 36-4378824 Registered Agent: Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 Search Date: February 13, 2025
Filing 1: UCC-1 Financing Statement (Atlas Meridian — Blanket Lien)
•  File Number: 2019-2345767
•  Filing Date: June 14, 2019
•  Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 500 Liberty Avenue, Pittsburgh, PA 15222
•  Debtor: Nexford Coatings & Surface Technologies, Inc., 9100 Westpark Industrial Boulevard, Houston, TX 77063
•  Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired, including without limitation all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, letters of credit, money, oil, gas, and other minerals, and all proceeds and products thereof (blanket lien).
•  Amendments: UCC-3 Continuation Statement, File No. 2024-0489213, filed March 15, 2024, continuing effectiveness through June 14, 2029.
•  Status: Active
•  Action Required: UCC-3 Termination Statement to be filed at closing or promptly thereafter. Target filing date: March 31, 2025.
No other filings were found against Nexford Coatings & Surface Technologies, Inc.
6. Nexford Properties, LLC.  
Delaware Entity File No.: 6127854 | EIN: 36-4451920 Registered Agent: Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 Search Date: February 13, 2025
Filing 1: UCC-1 Financing Statement (Atlas Meridian — Blanket Lien)
•  File Number: 2019-2345789
•  Filing Date: June 14, 2019
•  Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 500 Liberty Avenue, Pittsburgh, PA 15222
•  Debtor: Nexford Properties, LLC, c/o Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801
•  Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired, including without limitation all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, letters of credit, money, oil, gas, and other minerals, and all proceeds and products thereof (blanket lien).
•  Amendments: UCC-3 Continuation Statement, File No. 2024-0492837, filed March 15, 2024, continuing effectiveness through June 14, 2029.
•  Status: Active
•  Action Required: UCC-3 Termination Statement to be filed at closing or promptly thereafter. Target filing date: March 31, 2025.
No other filings were found against Nexford Properties, LLC.
7. Nexford International Holdings, Inc.  
Delaware Entity File No.: 6238741 | EIN: 36-4512083 Registered Agent: Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801 Search Date: February 13, 2025
Filing 1: UCC-1 Financing Statement (Atlas Meridian — Limited CFC Holdco Equity Pledge)
•  File Number: 2019-2345812
•  Filing Date: June 14, 2019
•  Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 500 Liberty Avenue, Pittsburgh, PA 15222
•  Debtor: Nexford International Holdings, Inc., c/o Crowne Albany Corporation, 1209 Orange Street, Wilmington, DE 19801
•  Collateral Description: 65% of the voting equity interests and 100% of the non-voting equity interests in Nexford Canada Holdings ULC (a British Columbia unlimited liability company) held by Debtor; all distributions, dividends, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of such equity interests; and all proceeds thereof.
•  Note: This filing reflects the limited CFC holdco pledge consistent with the Section 956 limitations customarily applied to pledges of equity interests in first-tier controlled foreign corporations. The collateral description is limited to the equity interests in Nexford Canada Holdings ULC and does not extend to the other assets of Nexford International Holdings, Inc. (which are separately covered by Nexford International Holdings, Inc.'s joinder as a Subsidiary Guarantor pledging all of its assets, if applicable, or alternatively, the pledge is limited to the equity interests as described). We note that the companion Memorandum — Analysis of Existing Lien and Security Package (Atlas Meridian) addresses the scope of this pledge in greater detail.
•  Amendments: UCC-3 Continuation Statement, File No. 2024-0498124, filed March 15, 2024, continuing effectiveness through June 14, 2029.
•  Status: Active
•  Action Required: UCC-3 Termination Statement to be filed at closing or promptly thereafter. Target filing date: March 31, 2025.
No other filings were found against Nexford International Holdings, Inc.
Delaware Summary Table.  The following table consolidates all UCC filings identified against the eight Delaware-organized Loan Parties:
B. Illinois Secretary of State
One Loan Party is organized in Illinois and has UCC financing statement filings at the Illinois Secretary of State. Search results were returned as of February 14, 2025.
1. Nexford Manufacturing Services, LLC.  
Illinois Organization File No.: 07823491 | EIN: 36-4623187 Registered Agent: Ashgrove Services Inc., 208 South LaSalle Street, Suite 814, Chicago, IL 60604 Search Date: February 14, 2025
Filing 1: UCC-1 Financing Statement (Atlas Meridian — Blanket Lien)
•  File Number: IL-2019-0178234
•  Filing Date: June 14, 2019
•  Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 500 Liberty Avenue, Pittsburgh, PA 15222
•  Debtor: Nexford Manufacturing Services, LLC, 1400 Industrial Parkway, Schaumburg, IL 60173
•  Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired, including without limitation all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, letters of credit, money, oil, gas, and other minerals, and all proceeds and products thereof (blanket lien).
•  Amendments: UCC-3 Continuation Statement, File No. IL-2024-0034567, filed March 18, 2024, continuing effectiveness through June 14, 2029.
•  Status: Active
•  Action Required: UCC-3 Termination Statement to be filed at closing (March 28, 2025) or promptly thereafter. Target filing date: March 31, 2025.
No other filings were found against Nexford Manufacturing Services, LLC in Illinois.
C. Pennsylvania Department of State
One Loan Party is organized in Pennsylvania and has UCC financing statement filings at the Pennsylvania Department of State. Search results were returned as of February 14, 2025.
1. Clearfield Tool & Die, Inc.  
Pennsylvania Entity No.: 4298713 | EIN: 25-1892347 Registered Office: 175 Clearfield Avenue, Clearfield, PA 16830 Search Date: February 14, 2025 Note: Clearfield Tool & Die, Inc. was acquired by Nexford Industrial Holdings Inc. in October 2021 and joined as a Subsidiary Guarantor under the Existing Credit Agreement pursuant to a Supplement to the Guaranty Agreement and a Supplement to the Security Agreement, each dated October 20, 2021, delivered in connection with the Second Amendment to the Credit Agreement dated November 8, 2021.
Filing 1: UCC-1 Financing Statement (Atlas Meridian — Blanket Lien)
•  File Number: PA-2021-0892341
•  Filing Date: October 20, 2021
•  Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 500 Liberty Avenue, Pittsburgh, PA 15222
•  Debtor: Clearfield Tool & Die, Inc., 175 Clearfield Avenue, Clearfield, PA 16830
•  Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired, including without limitation all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, letters of credit, money, oil, gas, and other minerals, and all proceeds and products thereof (blanket lien).
•  Note: This filing was made in connection with Clearfield's joinder as a Subsidiary Guarantor following its acquisition by Nexford in 2021, consistent with the post-acquisition covenant obligations under Section 6.12 of the Existing Credit Agreement.
•  Amendments: None.
•  Status: Active
•  Action Required: UCC-3 Termination Statement to be filed at closing or promptly thereafter. Target filing date: March 31, 2025.
Filing 2: UCC-1 Financing Statement (Commonwealth Business Credit — Pre-Acquisition Lien)
•  File Number: PA-2018-0567823
•  Filing Date: August 5, 2018
•  Secured Party: Commonwealth Business Credit, LLC, 1601 Market Street, Suite 2200, Philadelphia, PA 19103
•  Debtor: Clearfield Tool & Die, Inc., 175 Clearfield Avenue, Clearfield, PA 16830
•  Collateral Description: All accounts receivable, inventory (including raw materials, work-in-process, and finished goods), equipment, and general intangibles of the Debtor, and all proceeds and products thereof.
•  Amendments: None.
•  Status: Active (filing has not lapsed; five-year effectiveness period would expire August 5, 2023, but the filing remains active on the search results, suggesting either a continuation was filed or the search service is reflecting the filing as within the 12-month look-back for lapsed filings)
•  Analysis: This filing appears to be a stale filing from a prior lender to Clearfield Tool & Die, Inc. predating Nexford's acquisition of Clearfield in October 2021. Based on our understanding of the acquisition structure, the obligations owed by Clearfield to Commonwealth Business Credit, LLC should have been satisfied in full at the time of Nexford's acquisition, and a UCC-3 Termination Statement should have been filed at that time to release Commonwealth's security interest. The fact that this filing remains of record raises a concern that it was not properly terminated.
We recommend the following remedial actions:
(a) Contact Priya Mehta, Vice President of Treasury and Finance at Nexford, to confirm that the underlying obligation to Commonwealth Business Credit, LLC was fully satisfied and discharged at the time of Clearfield's acquisition in October 2021, and to obtain copies of any payoff letter or satisfaction documentation from that transaction.
(b) If the obligation was satisfied, demand a UCC-3 Termination Statement from Commonwealth Business Credit, LLC. Under UCC § 9-513(c)(1), if the secured party fails to file a termination statement within 20 days after the debtor delivers an authenticated demand, the debtor may file a termination statement on its own behalf.
(c) If Commonwealth Business Credit, LLC is unresponsive or disputes the payoff, further investigation will be required, and the matter should be escalated to Claudia Merritt.
(d) This filing must be resolved prior to or concurrently with the closing of the New Credit Facility to ensure that Crescent Harbor Bank, N.A. as Collateral Agent obtains a first-priority perfected security interest in all assets of Clearfield Tool & Die, Inc., free and clear of all liens other than permitted liens.
D. South Carolina Secretary of State
One Loan Party is organized in South Carolina and has UCC financing statement filings at the South Carolina Secretary of State. Search results were returned as of February 15, 2025.
1. Summit Industrial Fabrication Co.  
South Carolina Entity No.: C-0234891 | EIN: 57-1238745 Registered Agent: Ashgrove Services Inc., 2 Office Park Court, Suite 103, Columbia, SC 29223 Search Date: February 15, 2025 Note: Summit Industrial Fabrication Co. was acquired by Nexford Industrial Holdings Inc. in July 2022 and joined as a Subsidiary Guarantor under the Existing Credit Agreement pursuant to a Supplement to the Guaranty Agreement and a Supplement to the Security Agreement, each dated July 15, 2022.
Filing 1: UCC-1 Financing Statement (Atlas Meridian — Blanket Lien)
•  File Number: SC-2022-0345678
•  Filing Date: July 15, 2022
•  Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 500 Liberty Avenue, Pittsburgh, PA 15222
•  Debtor: Summit Industrial Fabrication Co., 820 Summit Drive, Spartanburg, SC 29303
•  Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired, including without limitation all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, letters of credit, money, oil, gas, and other minerals, and all proceeds and products thereof (blanket lien).
•  Amendments: None.
•  Status: Active
•  Action Required: UCC-3 Termination Statement to be filed at closing or promptly thereafter. Target filing date: March 31, 2025.
No other filings were found against Summit Industrial Fabrication Co. in South Carolina.
E. Texas Secretary of State
One Loan Party is organized in Texas and has UCC financing statement filings at the Texas Secretary of State. Search results were returned as of February 15, 2025.
1. Ridgepoint Specialty Coatings, LLC.  
Texas Entity File No.: 0804512389 | EIN: 84-4923781 Registered Agent: Ashgrove Services Inc., 1999 Bryan Street, Suite 900, Dallas, TX 75201 Search Date: February 15, 2025 Note: Ridgepoint Specialty Coatings, LLC was acquired by Nexford Coatings & Surface Technologies, Inc. in April 2023 and joined as a Subsidiary Guarantor under the Existing Credit Agreement pursuant to a Supplement to the Guaranty Agreement and a Supplement to the Security Agreement, each dated April 10, 2023, delivered in connection with the Third Amendment to the Credit Agreement dated May 3, 2023.
Filing 1: UCC-1 Financing Statement (Atlas Meridian — Blanket Lien)
•  File Number: TX-2023-0123456
•  Filing Date: April 10, 2023
•  Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 500 Liberty Avenue, Pittsburgh, PA 15222
•  Debtor: Ridgepoint Specialty Coatings, LLC, 9100 Westpark Industrial Boulevard, Houston, TX 77063
•  Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired, including without limitation all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, letters of credit, money, oil, gas, and other minerals, and all proceeds and products thereof (blanket lien).
•  Amendments: None.
•  Status: Active
•  Action Required: UCC-3 Termination Statement to be filed at closing or promptly thereafter. Target filing date: March 31, 2025.
No other filings were found against Ridgepoint Specialty Coatings, LLC in Texas.
F. Michigan Department of State
One Loan Party is organized in Michigan and has UCC financing statement filings at the Michigan Department of State. Search results were returned as of February 12, 2025.
1. Lakeshore Precision Engineering, Inc.  
Michigan Entity ID: 802412378 | EIN: 38-4178923 Registered Agent: Ashgrove Services Inc., 40600 Ann Arbor Road East, Suite 201, Plymouth, MI 48170 Search Date: February 12, 2025 Note: Lakeshore Precision Engineering, Inc. was acquired by Nexford Precision Components, Inc. in February 2024 and joined as a Subsidiary Guarantor under the Existing Credit Agreement pursuant to a Supplement to the Guaranty Agreement and a Supplement to the Security Agreement, each dated February 28, 2024, delivered pursuant to the post-acquisition covenant obligations under the Existing Credit Agreement.
Filing 1: UCC-1 Financing Statement (Atlas Meridian — Blanket Lien)
•  File Number: MI-2024-0056789
•  Filing Date: February 28, 2024
•  Secured Party: Atlas Meridian Bank, N.A., as Collateral Agent, 500 Liberty Avenue, Pittsburgh, PA 15222
•  Debtor: Lakeshore Precision Engineering, Inc., 3200 Lakeshore Boulevard, Muskegon, MI 49441
•  Collateral Description: All assets of the Debtor, whether now owned or hereafter acquired, including without limitation all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, letters of credit, money, oil, gas, and other minerals, and all proceeds and products thereof (blanket lien).
•  Amendments: None.
•  Status: Active
•  Action Required: UCC-3 Termination Statement to be filed at closing or promptly thereafter. Target filing date: March 31, 2025.
Filing 2: UCC-1 Financing Statement (Great Lakes Equipment Leasing — Precautionary Lease Filing)
•  File Number: MI-2023-0189234
•  Filing Date: September 12, 2023
•  Secured Party: Great Lakes Equipment Leasing Corp., 28400 Northwestern Highway, Suite 250, Southfield, MI 48034
•  Debtor: Lakeshore Precision Engineering, Inc., 3200 Lakeshore Boulevard, Muskegon, MI 49441
•  Collateral Description: This filing is filed for precautionary purposes only. The items described herein are subject to a true lease and not a security interest. Specific items of precision grinding equipment described in Schedule 1 attached hereto, consisting of: (i) one (1) Studer S41 CNC universal cylindrical grinding machine, serial no. GRD-2023-4812; (ii) one (1) Studer S33 CNC universal cylindrical grinding machine, serial no. GRD-2023-4813; (iii) two (2) Okamoto ACC-1632ST surface grinders, serial nos. SRF-2023-7891, SRF-2023-7892; and (iv) all attachments, accessories, and replacements thereto.
•  Amendments: None.
•  Status: Active
•  Analysis: This filing is styled on its face as a precautionary UCC filing in connection with what the parties characterize as a true operating lease of precision grinding equipment. Under UCC Article 9, a true lease does not create a security interest, and accordingly a precautionary filing in connection with a true lease does not create a lien on the debtor's assets — it merely protects the lessor in the event a court were to recharacterize the lease as a disguised secured transaction. If the underlying arrangement is indeed a true lease (as opposed to a lease intended as security under UCC § 1-203), this filing does not give rise to a lien and does not adversely affect Crescent Harbor's ability to obtain a first-priority security interest in Lakeshore's assets.
We recommend the following: Contact Priya Mehta, Vice President of Treasury and Finance at Nexford, to confirm the nature of the underlying lease arrangement with Great Lakes Equipment Leasing Corp. and to obtain a copy of the lease agreement for review. If the lease is a true operating lease, no further action is required beyond confirming that it falls within the permitted lien parameters of the proposed Credit Agreement. If the lease is a capital lease or is otherwise recharacterizable as a security interest, the resulting obligation would need to fall within the $50,000,000 capital lease and purchase money debt basket under Section 7.03(g) of the proposed Credit Agreement. In either case, this filing is expected to constitute a permitted lien under the new Credit Agreement. No termination action is required.
V. Consolidated Summary of Atlas Meridian Bank Filings Requiring Termination
The following master table consolidates all UCC-1 financing statements in favor of Atlas Meridian Bank, N.A. as Collateral Agent that must be terminated at or promptly following the closing of the New Credit Facility:
Total: Twelve (12) UCC-1 financing statements in favor of Atlas Meridian Bank, N.A. as Collateral Agent to be terminated across six (6) filing jurisdictions.
UCC-3 Termination Statements for all twelve filings are being prepared by Calderwood & Harkness and will be held in escrow pending confirmation of funding and repayment of the existing credit facilities at closing. The target filing date for all termination statements is March 31, 2025 (three business days following the anticipated closing date of March 28, 2025).
VI. Summary of Non-Atlas Meridian Filings (Permitted Liens)
The following table summarizes all UCC-1 financing statements filed by parties other than Atlas Meridian Bank, N.A. that were identified in the search results:
Of the three non-Atlas Meridian filings identified, two (the Crestline Capital and Great Lakes Equipment filings) appear on their face to be permitted liens that will remain in place following the closing of the New Credit Facility. The third filing (the Commonwealth Business Credit filing against Clearfield) requires remedial action, as described in detail in Section VII below.
VII. Action Items and Recommendations
A. Pre-Closing Actions
The following actions should be completed prior to the anticipated closing date of March 28, 2025:
1. Payoff Letter and Termination Authorization (Atlas Meridian Bank, N.A.)
Obtain a payoff letter from Atlas Meridian Bank, N.A. (primary contact: Sandra Vickers, Managing Director, Portfolio Management, telephone: (412) 555-8200, email: svickers@atlasmeridian.com) confirming: (a) the aggregate payoff amount required to repay in full all obligations outstanding under the Existing Credit Agreement, currently estimated at approximately $879,375,000, comprising $875,000,000 of outstanding principal under the existing Term Loan B facility plus approximately $4,375,000 of accrued and unpaid interest through the anticipated closing date; (b) wire transfer instructions for payment of the payoff amount; (c) authorization for the filing of UCC-3 Termination Statements with respect to all twelve (12) UCC-1 financing statements identified in Section V above upon receipt of the payoff amount in full; and (d) confirmation that the $190,000,000 revolving credit facility is undrawn and will be terminated upon closing. Calderwood & Harkness is separately reviewing the payoff letter in coordination with Crescent Harbor Bank's counsel (see Payoff Letter Review Memorandum, target completion date March 25, 2025).
2. Lien Release Authorization (Atlas Meridian Bank, N.A.)
Obtain a comprehensive lien release authorization letter from Atlas Meridian Bank, N.A. (or its counsel) authorizing the release and termination of all liens and security interests held by Atlas Meridian in its capacity as Collateral Agent under the Existing Credit Agreement, including: (a) UCC-3 Termination Statements in all six filing jurisdictions; (b) mortgage releases for all mortgaged real properties (addressed separately in the real estate lien release work stream); and (c) intellectual property lien releases at the USPTO and U.S. Copyright Office (addressed separately in the companion Memorandum — Intellectual Property Lien Search Results dated February 19, 2025). The lien release authorization should be conditioned solely upon receipt of the payoff amount in immediately available funds and should authorize Calderwood & Harkness (or its designated filing agent) to file the termination and release documents.
3. Stale Filing — Commonwealth Business Credit, LLC (Clearfield Tool & Die, Inc.)
As described in Section IV.C above, a UCC-1 financing statement filed by Commonwealth Business Credit, LLC against Clearfield Tool & Die, Inc. in Pennsylvania (File No. PA-2018-0567823) was identified in the search results. This filing predates Nexford's acquisition of Clearfield in October 2021 and appears to be a stale filing from a prior lending relationship. The following steps should be taken to resolve this issue:
(a) Contact Priya Mehta, Vice President of Treasury and Finance at Nexford (telephone: (847) 555-3420, email: pmehta@nexfordindustrial.com), to confirm that the underlying obligation to Commonwealth Business Credit, LLC was fully satisfied and discharged at the time of Nexford's acquisition of Clearfield in October 2021, and to obtain copies of any payoff letter, satisfaction of indebtedness, or similar documentation from the acquisition closing.
(b) If the obligation was satisfied, prepare and send a termination demand letter to Commonwealth Business Credit, LLC at its address of record (1601 Market Street, Suite 2200, Philadelphia, PA 19103) on behalf of Clearfield Tool & Die, Inc. as debtor, demanding the filing of a UCC-3 Termination Statement within twenty (20) days, as required by UCC § 9-513(c)(1).
(c) If Commonwealth Business Credit, LLC files the termination statement within the statutory period, confirm filing and update the lien search records accordingly.
(d) If Commonwealth Business Credit, LLC fails to respond or refuses to file a termination statement, consider filing a UCC-3 Termination Statement on behalf of the debtor pursuant to the debtor's statutory right under UCC § 9-513(c)(3), and/or obtain an indemnity from the Borrower to Crescent Harbor Bank, N.A. covering any loss arising from the continued existence of this filing. This approach should be discussed with Claudia Merritt and with Crescent Harbor's counsel before proceeding.
(e) This filing must be resolved prior to or concurrently with the closing of the New Credit Facility. We recommend setting an internal deadline of March 14, 2025, for resolution, to allow sufficient time for escalation if necessary.
4. Equipment Lease Filing — Great Lakes Equipment Leasing Corp. (Lakeshore Precision Engineering, Inc.)
As described in Section IV.F above, a precautionary UCC-1 financing statement filed by Great Lakes Equipment Leasing Corp. against Lakeshore Precision Engineering, Inc. in Michigan (File No. MI-2023-0189234) was identified. The following steps should be taken:
(a) Contact Priya Mehta to confirm the nature of the underlying lease arrangement with Great Lakes Equipment Leasing Corp. (i.e., whether it is a true operating lease or a capital/finance lease).
(b) Obtain a copy of the equipment lease agreement for review by Calderwood & Harkness to independently assess whether the arrangement constitutes a true lease or a lease intended as security under UCC § 1-203.
(c) If the lease is a true operating lease, no further action is required beyond confirming that the arrangement falls within the permitted lien parameters of the proposed Credit Agreement and noting the filing as a precautionary filing that does not create a security interest.
(d) If the lease is a capital lease or is otherwise recharacterizable as a security interest, confirm that the outstanding obligations under the lease fall within the $50,000,000 capital lease and purchase money debt basket under Section 7.03(g) of the proposed Credit Agreement for the New Credit Facility. In either case, this filing is expected to constitute a permitted lien.
5. Equipment Financing — Crestline Capital Leasing, LLC (Nexford Industrial Holdings Inc.)
As described in Section IV.A above, a UCC-1 financing statement filed by Crestline Capital Leasing, LLC against the Borrower in Delaware (File No. 2022-8765432) was identified, reflecting a purchase money or equipment financing lien on specified CNC machining equipment. The following confirmatory step should be taken:
(a) Contact Priya Mehta to confirm the current outstanding balance of the Crestline Capital equipment financing and verify that such balance, together with all other capital lease and purchase money indebtedness of the Loan Parties, falls within the aggregate $50,000,000 capital lease and purchase money debt basket permitted under both the Existing Credit Agreement and the proposed Credit Agreement for the New Credit Facility. The Crestline financing will remain in place following closing as a permitted lien.
B. At-Closing Actions
The following actions should be taken at or in connection with the closing of the New Credit Facility on March 28, 2025:
1. Escrow of UCC-3 Termination Statements (Atlas Meridian Bank Filings)
Prepare and hold in escrow twelve (12) UCC-3 Termination Statements covering all Atlas Meridian Bank, N.A. filings identified in Section V above, covering all six filing jurisdictions. These termination statements will be delivered to our filing agent (Capitol Lien Services, Inc.) with irrevocable instructions to file upon Calderwood & Harkness's confirmation that: (a) the closing of the New Credit Facility has occurred; (b) the proceeds of the Term Loan B have been funded by Crescent Harbor Bank, N.A. and the syndicate lenders; and (c) the payoff amount has been remitted to Atlas Meridian Bank, N.A. in full in immediately available funds in accordance with the payoff letter.
2. Filing of New UCC-1 Financing Statements (Crescent Harbor Bank, N.A.)
Simultaneously with the termination of the Atlas Meridian filings, thirteen (13) new UCC-1 Financing Statements naming Crescent Harbor Bank, N.A., as Collateral Agent, as the secured party, will be filed in the applicable filing jurisdictions covering each of the twelve (12) Loan Parties. These new UCC-1 filings are being prepared separately under documents numbered 79 through 91 on the closing checklist. The new filings will be made in the same six jurisdictions as the existing Atlas Meridian filings and will reflect the collateral descriptions set forth in the Security Agreement for the New Credit Facility. Note that the total of thirteen (13) new UCC-1 filings reflects one filing per Loan Party per jurisdiction of organization: one for Granite Peak NIH Holdings, LLC (Holdings — equity pledge), one for the Borrower, and eleven for the Subsidiary Guarantors.
C. Post-Closing Actions
The following actions should be taken promptly following the closing of the New Credit Facility:
1. Filing of UCC-3 Termination Statements
File all twelve (12) UCC-3 Termination Statements for the Atlas Meridian Bank liens identified in Section V above. Target filing date: March 31, 2025 (three business days post-closing). Responsible attorney: Sophie Tremblay. Filing to be effected through Capitol Lien Services, Inc.
2. Filing of New UCC-1 Financing Statements
File all thirteen (13) UCC-1 Financing Statements in favor of Crescent Harbor Bank, N.A. as Collateral Agent on the closing date (March 28, 2025) or promptly thereafter. Filing to be effected through Capitol Lien Services, Inc. As noted above, the count of thirteen (13) new filings corresponds to one filing per Loan Party per jurisdiction of organization: one for Holdings (Delaware), one for the Borrower (Delaware), and eleven for the Subsidiary Guarantors (seven in Delaware, one in Illinois, one in Pennsylvania, one in South Carolina, one in Texas, and one in Michigan).
3. Confirmation of Filing Receipts
Upon receipt of filing confirmations from the applicable filing offices, confirm all filing receipt numbers and acknowledgment numbers for each UCC-1 and UCC-3 filing. Update the post-closing checklist with: (a) the filing date, (b) the assigned file number, (c) the filing jurisdiction, and (d) the debtor name for each filing. Distribute the updated post-closing checklist to Claudia Merritt, Marcus Leung, and Crescent Harbor Bank's counsel. Target completion: within ten (10) business days post-closing.
4. Post-Closing Bring-Down Searches
Order bring-down UCC lien searches in all six filing jurisdictions approximately thirty (30) days after the closing date to confirm: (a) the successful filing and indexing of all new UCC-1 Financing Statements in favor of Crescent Harbor Bank, N.A. as Collateral Agent; (b) the successful filing and indexing of all UCC-3 Termination Statements terminating the Atlas Meridian Bank filings; and (c) the absence of any intervening or subsequent filings against any Loan Party during the post-closing period. Target order date for post-closing bring-down searches: April 28, 2025.
D. Bring-Down Searches Before Closing
Updated lien searches should be ordered in all six filing jurisdictions approximately one to two business days before the anticipated closing date of March 28, 2025, to confirm that no intervening filings, liens, judgments, or other encumbrances have been filed or recorded against any Loan Party since the February 2025 search dates. The purpose of these bring-down searches is to provide the collateral agent and the lenders with assurance that the lien landscape has not changed materially since the initial searches and that no new liens have been filed that could impair the priority of the security interests to be granted to Crescent Harbor Bank, N.A. under the Security Agreement for the New Credit Facility.
•  Responsible Attorney: Sophie Tremblay
•  Target Order Date: March 25 or March 26, 2025
•  Search Service: Capitol Lien Services, Inc.
•  Jurisdictions: Delaware, Illinois, Pennsylvania, South Carolina, Texas, Michigan
•  Expected Turnaround: 24–48 hours (expedited processing requested)
Results of the bring-down searches will be circulated to Claudia Merritt, Marcus Leung, and Crescent Harbor Bank's counsel immediately upon receipt.
VIII. Conclusion
Based on the UCC search results summarized in this memorandum, the lien environment affecting the Loan Parties is consistent with expectations and with the representations made by the Borrower in connection with the due diligence process for the New Credit Facility.
Atlas Meridian Bank, N.A., in its capacity as Collateral Agent under the Existing Credit Agreement dated June 14, 2019 (as amended through the Fourth Amendment dated September 12, 2024), holds blanket liens on substantially all assets of each of the twelve domestic Loan Parties, as well as a pledge of equity interests in the Borrower held by Granite Peak NIH Holdings, LLC and a limited pledge of equity interests in Nexford Canada Holdings ULC held by Nexford International Holdings, Inc. All twelve (12) Atlas Meridian UCC-1 financing statements are active and will be terminated upon repayment in full of the existing credit facilities at closing and the filing of UCC-3 Termination Statements in all six filing jurisdictions.
Three non-Atlas Meridian filings were identified in the search results. Two of these filings — the Crestline Capital Leasing equipment financing against the Borrower and the Great Lakes Equipment Leasing precautionary lease filing against Lakeshore Precision Engineering — appear to constitute permitted liens under both the Existing Credit Agreement and the proposed Credit Agreement for the New Credit Facility. The third filing — the stale Commonwealth Business Credit filing against Clearfield Tool & Die, Inc. in Pennsylvania — requires remedial action prior to closing, as described in Section VII.A.3 above.
No unexpected liens, federal or state tax liens, judgment liens, or other adverse filings were identified against any Loan Party in any of the six filing jurisdictions searched.
The results support the conclusion that, upon: (a) repayment in full of the existing credit facilities; (b) termination of all Atlas Meridian Bank UCC-1 filings through the filing of UCC-3 Termination Statements; (c) resolution of the stale Commonwealth Business Credit filing against Clearfield; and (d) the filing of new UCC-1 Financing Statements in favor of Crescent Harbor Bank, N.A. as Collateral Agent, the Secured Parties under the New Credit Facility will hold first-priority perfected security interests (subject only to certain permitted liens as defined in the proposed Credit Agreement) in substantially all personal property collateral of each of the Loan Parties.
Copies of all search reports and search certificates issued by Capitol Lien Services, Inc. are available in the virtual data room (Folder 8.3 — UCC Search Reports) and in the Calderwood & Harkness electronic matter file. Hard copies are available upon request.
Please do not hesitate to contact me or Marcus Leung if you have any questions regarding the search results or the action items described in this memorandum.
Appendix A — Search Report Index
The following table provides an index of all UCC search reports received in connection with this memorandum, organized by filing jurisdiction, debtor name, search date, and search service reference number. Full copies of all search certificates are maintained in the Calderwood & Harkness electronic matter file (Matter No. 1005-00001) and have been uploaded to the virtual data room (Folder 8.3).
Full copies of all search certificates, including the detailed filing information and any attachments thereto, are available upon request from Sophie Tremblay (stremblay@calderwoodharkness.com, ext. 4217).
Appendix B — Form of UCC-3 Termination Statement (Atlas Meridian)
Draft UCC-3 Termination Statement forms for all twelve (12) Atlas Meridian Bank, N.A. filings identified in Section V of this memorandum are being prepared under separate cover by Calderwood & Harkness. These forms correspond to Document No. 91 on the closing checklist for the New Credit Facility, titled "UCC-3 Termination Statement Instructions and Forms — Atlas Meridian Bank Liens."
The draft UCC-3 Termination Statements will be prepared in the form prescribed by each applicable filing jurisdiction and will include:
(a) Identification of the initial UCC-1 financing statement to be terminated, by file number and filing date;
(b) The name and address of the secured party of record (Atlas Meridian Bank, N.A., as Collateral Agent);
(c) The name and address of the debtor, as reflected in the initial financing statement;
(d) The termination indicator (Amendment Type: Termination), indicating that the secured party of record is no longer claiming a security interest under the financing statement; and
(e) The signature or authorization of the secured party of record (or its authorized representative), as required by the applicable filing office.
The target preparation date for execution-ready UCC-3 Termination Statement forms is on or before March 24, 2025, which is four (4) business days prior to the anticipated closing date. This timeline allows for review and execution by Atlas Meridian Bank, N.A. (or its counsel) and delivery to Capitol Lien Services, Inc. for escrow pending closing.
Filing instructions will be provided to Capitol Lien Services, Inc. concurrently with the delivery of the executed termination statements, with irrevocable instructions to file upon receipt of Calderwood & Harkness's written authorization confirming that the closing has occurred and the payoff amount has been received by Atlas Meridian Bank, N.A. in full.
This memorandum has been prepared by Calderwood & Harkness LLP for the exclusive use of the attorneys and professionals working on the above-referenced matter. This memorandum is protected by the attorney-client privilege and the work product doctrine. It should not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP. The information contained herein is based on the UCC search results received as of the dates indicated and is subject to change based on subsequent filings or other developments.
Loan Party (Full Legal Name) | Entity Type | Jurisdiction of Organization | UCC Filing Office
Nexford Industrial Holdings Inc. | Corporation | Delaware | Delaware Secretary of State
Granite Peak NIH Holdings, LLC | Limited Liability Company | Delaware | Delaware Secretary of State
Nexford Precision Components, Inc. | Corporation | Delaware | Delaware Secretary of State
Nexford Engineered Systems, LLC | Limited Liability Company | Delaware | Delaware Secretary of State
Nexford Coatings & Surface Technologies, Inc. | Corporation | Delaware | Delaware Secretary of State
Nexford Properties, LLC | Limited Liability Company | Delaware | Delaware Secretary of State
Nexford International Holdings, Inc. | Corporation | Delaware | Delaware Secretary of State
Nexford Manufacturing Services, LLC | Limited Liability Company | Illinois | Illinois Secretary of State
Clearfield Tool & Die, Inc. | Corporation | Pennsylvania | Pennsylvania Department of State
Summit Industrial Fabrication Co. | Corporation | South Carolina | South Carolina Secretary of State
Ridgepoint Specialty Coatings, LLC | Limited Liability Company | Texas | Texas Secretary of State
Lakeshore Precision Engineering, Inc. | Corporation | Michigan | Michigan Department of State
Debtor | Filing No. | Secured Party | Date Filed | Collateral | Status | Action
Nexford Industrial Holdings Inc. | 2019-2345678 | Atlas Meridian Bank, N.A. | 06/14/2019 | All assets (blanket lien) | Active | Terminate at closing
Nexford Industrial Holdings Inc. | 2022-8765432 | Crestline Capital Leasing, LLC | 03/15/2022 | Specified CNC equipment | Active | Permitted lien; no action
Granite Peak NIH Holdings, LLC | 2019-2345701 | Atlas Meridian Bank, N.A. | 06/14/2019 | Equity in NIH | Active | Terminate at closing
Nexford Precision Components, Inc. | 2019-2345723 | Atlas Meridian Bank, N.A. | 06/14/2019 | All assets (blanket lien) | Active | Terminate at closing
Nexford Engineered Systems, LLC | 2019-2345745 | Atlas Meridian Bank, N.A. | 06/14/2019 | All assets (blanket lien) | Active | Terminate at closing
Nexford Coatings & Surface Technologies, Inc. | 2019-2345767 | Atlas Meridian Bank, N.A. | 06/14/2019 | All assets (blanket lien) | Active | Terminate at closing
Nexford Properties, LLC | 2019-2345789 | Atlas Meridian Bank, N.A. | 06/14/2019 | All assets (blanket lien) | Active | Terminate at closing
Nexford International Holdings, Inc. | 2019-2345812 | Atlas Meridian Bank, N.A. | 06/14/2019 | 65% voting / 100% non-voting equity in NCH ULC | Active | Terminate at closing
No. | Debtor | Filing Jurisdiction | Filing Office | UCC-1 File No. | Date Filed | Collateral | Target Termination Date
1 | Nexford Industrial Holdings Inc. | Delaware | DE Secr