UCC-3 TERMINATION STATEMENTS
Filed for Atlas Meridian Bank, N.A. Liens
Delaware — Illinois — Pennsylvania
Matter No. 1005-00001
Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B
CONFIDENTIAL AND PRIVILEGED — ATTORNEY WORK PRODUCT This memorandum and the attached documents were prepared by Calderwood & Harkness LLP and are protected by the attorney-client privilege and the work product doctrine. Distribution is limited to authorized recipients in connection with the above-referenced matter. Any unauthorized review, use, disclosure, or distribution is prohibited.
I. COVER MEMORANDUM
March 31, 2025
MEMORANDUM
FROM: Sophie Tremblay, Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017
TO: File — Matter No. 1005-00001 (Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B)
DATE: March 31, 2025
RE: UCC-3 Financing Statement Amendments (Terminations) — Termination of All UCC-1 Financing Statements in Favor of Atlas Meridian Bank, N.A.
Billing Partner Client/Matter Code: IBL-NIH-2025-031
A. Background and Purpose
On March 28, 2025, Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower") closed the $1,400,000,000 Senior Secured Term Loan B facility (the "New Facility") with Crescent Harbor Bank, N.A. acting as Administrative Agent and Collateral Agent (in such capacities, the "New Agent"), and the several lenders party thereto from time to time. The closing of the New Facility constituted a refinancing of Nexford's pre-existing senior secured indebtedness, and the proceeds thereof were applied, in part, to the full repayment and satisfaction of all outstanding obligations under the existing Credit Agreement, dated as of June 14, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Atlas Meridian Bank, N.A. ("Atlas Meridian"), as Administrative Agent and Collateral Agent, and the Lenders party thereto.
The Existing Credit Agreement had been amended on four occasions prior to repayment:
(i) the First Amendment to Credit Agreement, dated as of March 20, 2020 (the "First Amendment"), which, among other things, modified certain financial maintenance covenants and extended the maturity date of the revolving credit facility;
(ii) the Second Amendment to Credit Agreement, dated as of November 8, 2021 (the "Second Amendment"), which, among other things, provided for the joinder of Clearfield Tool & Die, Inc. as a subsidiary guarantor in connection with Nexford's acquisition of that entity and authorized incremental term loan commitments;
(iii) the Third Amendment to Credit Agreement, dated as of April 15, 2023 (the "Third Amendment"), which, among other things, transitioned the interest rate benchmark from LIBOR to Term SOFR and adjusted applicable margins; and
(iv) the Fourth Amendment to Credit Agreement, dated as of September 12, 2024 (the "Fourth Amendment"), which, among other things, modified certain negative covenants to permit the Borrower to pursue the refinancing transaction contemplated hereby and adjusted certain basket amounts.
The aggregate payoff amount remitted to Atlas Meridian in connection with the full satisfaction of the Existing Credit Agreement was $879,375,000, calculated as follows:
• Outstanding principal on the existing first lien term loan: $875,000,000
• Accrued and unpaid interest through and including the payoff date: approximately $4,375,000
• The existing $190,000,000 revolving credit facility was fully undrawn as of the closing date and has been terminated in its entirety; no letters of credit were outstanding thereunder
Payment of the payoff amount was made by wire transfer of immediately available funds to the account of Atlas Meridian Bank, N.A. at 500 Liberty Avenue, Pittsburgh, PA 15222, in accordance with the wire instructions set forth in the Payoff Letter dated March 25, 2025 (the "Payoff Letter"), countersigned by Sandra Vickers, Managing Director, Portfolio Management, Atlas Meridian Bank, N.A. The Payoff Letter confirmed that, upon receipt of the payoff amount in full, all obligations under the Existing Credit Agreement would be deemed satisfied and discharged, and Atlas Meridian would have no further claims against the Borrower or any Guarantor under or in connection with the Existing Credit Agreement or any related Loan Document.
Upon receipt and confirmation of the payoff amount, Atlas Meridian Bank, N.A. delivered the Lien Release Authorization Letter, dated March 27, 2025 (the "Lien Release Letter"), addressed to Nexford Industrial Holdings Inc. and Calderwood & Harkness LLP, authorizing and directing the filing of UCC-3 Financing Statement Amendments (Terminations) to terminate and release all security interests previously granted in favor of Atlas Meridian Bank, N.A. as Secured Party under the Existing Credit Agreement and related Security Agreement. A copy of the Lien Release Letter is attached hereto as Exhibit A.
B. Filing Summary
This memorandum compiles the UCC-3 Financing Statement Amendments (Terminations) filed on March 31, 2025 to terminate all UCC-1 Financing Statements previously filed in favor of Atlas Meridian Bank, N.A. as Secured Party in connection with the Existing Credit Agreement. These termination filings are a condition subsequent to the closing of the New Facility and are required to be completed within five (5) business days of the closing date pursuant to Section 6.15(a) of the Credit Agreement governing the New Facility.
Filings were made in three jurisdictions:
1. Delaware Secretary of State — seven (7) UCC-3 Termination Statements, covering the Borrower and six (6) subsidiary Guarantors organized in the State of Delaware;
2. Illinois Secretary of State — one (1) UCC-3 Termination Statement, covering one subsidiary Guarantor organized in the State of Illinois; and
3. Pennsylvania Department of State — one (1) UCC-3 Termination Statement, covering one subsidiary Guarantor organized in the Commonwealth of Pennsylvania.
In total, nine (9) UCC-3 Financing Statement Amendments (Terminations) are documented in this compilation.
Note Regarding Additional Jurisdictions: The Borrower's corporate family includes additional subsidiaries organized in South Carolina, Texas, and Michigan, for which UCC-1 Financing Statements were also filed in favor of Atlas Meridian Bank, N.A. under the Existing Credit Agreement. UCC-3 Termination Statements for those jurisdictions — specifically, filings with the South Carolina Secretary of State, the Texas Secretary of State, and the Michigan Department of State — are being prepared and filed under separate cover. The status of those filings is tracked on the Post-Closing Checklist and Tracker (Document 147 in the closing binder). This compilation is limited to the Delaware, Illinois, and Pennsylvania termination filings.
Simultaneously with the closing of the New Facility, new UCC-1 Financing Statements in favor of Crescent Harbor Bank, N.A., as Secured Party and Collateral Agent under the New Facility, were filed on March 28, 2025 across all relevant jurisdictions. Those new UCC-1 filings are documented separately in the closing binder.
C. Filing Jurisdictions and Debtors Covered
The following is a summary of the filing jurisdictions and the Debtor entities covered by the UCC-3 Termination Statements compiled herein:
1. Delaware Secretary of State
The following seven (7) Debtor entities are organized under the laws of the State of Delaware, and their respective UCC-1 Financing Statements were filed with the Delaware Secretary of State in accordance with Section 9-301 of the Delaware Uniform Commercial Code:
(a) Nexford Industrial Holdings Inc. (Delaware Secretary of State File No. 5765432; EIN: 36-4178552) — a Delaware corporation and the Borrower under the Existing Credit Agreement. Principal office: 1400 Industrial Parkway, Schaumburg, IL 60173.
(b) Granite Peak NIH Holdings, LLC (Delaware Secretary of State File No. 7234891; EIN: 85-3291047) — a Delaware limited liability company and a Guarantor under the Existing Credit Agreement. Registered agent address: c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801.
(c) Nexford Precision Components, Inc. — a Delaware corporation and a Guarantor under the Existing Credit Agreement. Principal office: 2750 Commerce Drive, Rockford, IL 61101.
(d) Nexford Engineered Systems, LLC — a Delaware limited liability company and a Guarantor under the Existing Credit Agreement. Principal office: 600 Manufacturers Row, Greenville, SC 29607.
(e) Nexford Coatings & Surface Technologies, Inc. — a Delaware corporation and a Guarantor under the Existing Credit Agreement. Principal office: 9100 Westpark Industrial Boulevard, Houston, TX 77063.
(f) Nexford Properties, LLC — a Delaware limited liability company and a Guarantor under the Existing Credit Agreement. Registered agent address: c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801.
(g) Nexford International Holdings, Inc. — a Delaware corporation and a Guarantor under the Existing Credit Agreement. Registered agent address: c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801.
2. Illinois Secretary of State
(a) Nexford Manufacturing Services, LLC — an Illinois limited liability company organized under the laws of the State of Illinois and a Guarantor under the Existing Credit Agreement. In accordance with Section 9-301 of the Illinois Uniform Commercial Code, the original UCC-1 Financing Statement for this entity was filed with the Illinois Secretary of State, and the corresponding UCC-3 Termination Statement has been filed with the same office. Principal office: 1400 Industrial Parkway, Schaumburg, IL 60173.
3. Pennsylvania Department of State
(a) Clearfield Tool & Die, Inc. — a Pennsylvania corporation organized under the laws of the Commonwealth of Pennsylvania and a Guarantor under the Existing Credit Agreement (joined as a Guarantor in connection with the Second Amendment, following Nexford's acquisition of Clearfield Tool & Die, Inc. in 2021). In accordance with Section 9-301 of the Pennsylvania Uniform Commercial Code, the original UCC-1 Financing Statement for this entity was filed with the Pennsylvania Department of State, and the corresponding UCC-3 Termination Statement has been filed with the same office. Principal office: 175 Clearfield Avenue, Clearfield, PA 16830.
D. Confirmation of Filing and Authorization
All UCC-3 Termination Statements documented herein were authorized by Atlas Meridian Bank, N.A. pursuant to the Lien Release Authorization Letter dated March 27, 2025 (attached hereto as Exhibit A). The Lien Release Letter provides a blanket authorization for the filing of termination statements, releases, and similar instruments with respect to all UCC Financing Statements filed in favor of Atlas Meridian Bank, N.A. in connection with the Existing Credit Agreement and the related Security Agreement, Pledge Agreement, and other Collateral Documents.
All filings were made by Calderwood & Harkness LLP on behalf of, and as authorized representative of, Atlas Meridian Bank, N.A. (the original Secured Party) in accordance with Section 9-509(d)(2) of the applicable Uniform Commercial Code, which permits an authorized representative of the secured party of record to file a termination statement.
Filing confirmations (stamped and/or electronically acknowledged copies) are attached herein to the extent received as of the date of this memorandum, or will be appended upon receipt from the respective filing offices and inserted into the closing binder at the designated tabs. Receipt of acknowledgment copies from the Delaware Secretary of State is expected within five (5) to seven (7) business days of filing. Illinois and Pennsylvania acknowledgment copies are expected within ten (10) to fifteen (15) business days.
II. TABLE OF FILED UCC-3 TERMINATION STATEMENTS
A. Summary Schedule
The following table summarizes the nine (9) UCC-3 Financing Statement Amendments (Terminations) filed on March 31, 2025 to terminate the UCC-1 Financing Statements previously filed in favor of Atlas Meridian Bank, N.A. as Secured Party:
Note: Original UCC-1 filing numbers referenced above were identified and confirmed in the Memorandum — UCC Search Results Summary (All Filing Jurisdictions), dated February 18, 2025, prepared by Calderwood & Harkness LLP (Document 42 in the closing binder). The UCC lien searches were conducted by Hollowell Technologies and results were reviewed and cross-referenced against the Perfection Certificate delivered by the Borrower at the closing of the Existing Credit Agreement and the updated Perfection Certificate delivered in connection with the New Facility.
III. INDIVIDUAL UCC-3 FINANCING STATEMENT AMENDMENT FORMS
Set forth below are the individual UCC-3 Financing Statement Amendment forms filed in connection with the termination of all UCC-1 Financing Statements in favor of Atlas Meridian Bank, N.A. Each form is presented in the standardized format prescribed by the International Association of Commercial Administrators ("IACA") for UCC Financing Statement Amendments.
A. UCC-3 No. 1 — Nexford Industrial Holdings Inc. (Delaware)
UCC FINANCING STATEMENT AMENDMENT (Form UCC-3)
Filing Office: Delaware Secretary of State, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901
Item 1a — Initial Financing Statement File Number:
2019-3847562
Item 1b — Date of Filing of Initial Financing Statement:
June 14, 2019
Item 2 — Termination: This Financing Statement Amendment is filed to terminate the effectiveness of the Financing Statement identified above.
Item 3 — This Amendment is to be filed in the filing office identified in Item 1a.
Item 4 — Amendment (Termination):
CHECK box: [X] TERMINATION: This Financing Statement Amendment is filed to terminate the effectiveness of the above-referenced Financing Statement and any amendments thereto. Upon the filing of this Termination Statement, the Financing Statement to which it relates ceases to be effective as provided in Section 9-513 of the Uniform Commercial Code.
Item 5 — Current Debtor Information (Debtor of Record):
• 5a. Organization's Name: Nexford Industrial Holdings Inc.
• 5b. Mailing Address: 1400 Industrial Parkway, Schaumburg, IL 60173
• 5c. City: Schaumburg
• 5d. State: IL
• 5e. Postal Code: 60173
• 5f. Country: United States
• 5g. Type of Organization: Corporation
• 5h. Jurisdiction of Organization: Delaware
• 5i. Organizational Identification Number: 5765432 (Delaware Secretary of State file number)
Item 6 — New Debtor Information: N/A — No change of Debtor name or information is being effected by this Amendment.
Item 7 — Collateral Change: N/A — This Amendment is filed solely to terminate the effectiveness of the Financing Statement identified above.
Item 8 — Amendment (Party Information): N/A.
Item 9 — Secured Party Information (Secured Party of Record):
• 9a. Name: Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent
• 9b. Mailing Address: 500 Liberty Avenue, Pittsburgh, PA 15222
• 9c. City: Pittsburgh
• 9d. State: PA
• 9e. Postal Code: 15222
• 9f. Country: United States
Item 10 — Optional Filer Reference Data:
Calderwood & Harkness LLP Ref: Matter No. 1005-00001 / IBL-NIH-2025-031
Filing Authorization Statement:
This UCC-3 Financing Statement Amendment (Termination) is filed by Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017, as authorized representative of Atlas Meridian Bank, N.A., the Secured Party of record, pursuant to the Lien Release Authorization Letter dated March 27, 2025, and in accordance with Section 9-509(d)(2) of the Delaware Uniform Commercial Code.
Date of Filing: March 31, 2025
Filing Acknowledgment:
[Delaware Secretary of State stamped/acknowledged copy with file stamp and date to be inserted upon receipt. Acknowledgment copy will be appended at Exhibit B, Tab B-1.]
B. UCC-3 No. 2 — Granite Peak NIH Holdings, LLC (Delaware)
UCC FINANCING STATEMENT AMENDMENT (Form UCC-3)
Filing Office: Delaware Secretary of State, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901
Item 1a — Initial Financing Statement File Number:
2019-3847578
Item 1b — Date of Filing of Initial Financing Statement:
June 14, 2019
Item 4 — Amendment (Termination):
CHECK box: [X] TERMINATION: This Financing Statement Amendment is filed to terminate the effectiveness of the above-referenced Financing Statement and any amendments thereto. Upon the filing of this Termination Statement, the Financing Statement to which it relates ceases to be effective as provided in Section 9-513 of the Uniform Commercial Code.
Item 5 — Current Debtor Information (Debtor of Record):
• 5a. Organization's Name: Granite Peak NIH Holdings, LLC
• 5b. Mailing Address: c/o Penmark Industries, 1209 Orange Street, Wilmington, DE 19801
• 5c. City: Wilmington
• 5d. State: DE
• 5e. Postal Code: 19801
• 5f. Country: United States
• 5g. Type of Organization: Limited Liability Company
• 5h. Jurisdiction of Organization: Delaware
• 5i. Organizational Identification Number: 7234891 (Delaware Secretary of State file number)
Item 6 — New Debtor Information: N/A.
Item 7 — Collateral Change: N/A.
Item 8 — Amendment (Party Information): N/A.
Item 9 — Secured Party Information (Secured Party of Record):
• 9a. Name: Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent
• 9b. Mailing Address: 500 Liberty Avenue, Pittsburgh, PA 15222
• 9c. City: Pittsburgh
• 9d. State: PA
• 9e. Postal Code: 15222
• 9f. Country: United States
Item 10 — Optional Filer Reference Data:
Calderwood & Harkness LLP Ref: Matter No. 1005-00001 / IBL-NIH-2025-031
Filing Authorization Statement:
This UCC-3 Financing Statement Amendment (Termination) is filed by Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017, as authorized representative of Atlas Meridian Bank, N.A., the Secured Party of record, pursuant to the Lien Release Authorization Letter dated March 27, 2025, and in accordance with Section 9-509(d)(2) of the Delaware Uniform Commercial Code.
Date of Filing: March 31, 2025
Filing Acknowledgment:
[Delaware Secretary of State stamped/acknowledged copy with file stamp and date to be inserted upon receipt. Acknowledgment copy will be appended at Exhibit B, Tab B-2.]
C. UCC-3 No. 3 — Nexford Precision Components, Inc. (Delaware)
UCC FINANCING STATEMENT AMENDMENT (Form UCC-3)
Filing Office: Delaware Secretary of State, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901
Item 1a — Initial Financing Statement File Number:
2019-3847584
Item 1b — Date of Filing of Initial Financing Statement:
June 14, 2019
Item 4 — Amendment (Termination):
CHECK box: [X] TERMINATION: This Financing Statement Amendment is filed to terminate the effectiveness of the above-referenced Financing Statement and any amendments thereto. Upon the filing of this Termination Statement, the Financing Statement to which it relates ceases to be effective as provided in Section 9-513 of the Uniform Commercial Code.
Item 5 — Current Debtor Information (Debtor of Record):
• 5a. Organization's Name: Nexford Precision Components, Inc.
• 5b. Mailing Address: 2750 Commerce Drive, Rockford, IL 61101
• 5c. City: Rockford
• 5d. State: IL
• 5e. Postal Code: 61101
• 5f. Country: United States
• 5g. Type of Organization: Corporation
• 5h. Jurisdiction of Organization: Delaware
• 5i. Organizational Identification Number: As on file with the Delaware Secretary of State
Item 6 — New Debtor Information: N/A.
Item 7 — Collateral Change: N/A.
Item 8 — Amendment (Party Information): N/A.
Item 9 — Secured Party Information (Secured Party of Record):
• 9a. Name: Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent
• 9b. Mailing Address: 500 Liberty Avenue, Pittsburgh, PA 15222
• 9c. City: Pittsburgh
• 9d. State: PA
• 9e. Postal Code: 15222
• 9f. Country: United States
Item 10 — Optional Filer Reference Data:
Calderwood & Harkness LLP Ref: Matter No. 1005-00001 / IBL-NIH-2025-031
Filing Authorization Statement:
This UCC-3 Financing Statement Amendment (Termination) is filed by Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017, as authorized representative of Atlas Meridian Bank, N.A., the Secured Party of record, pursuant to the Lien Release Authorization Letter dated March 27, 2025, and in accordance with Section 9-509(d)(2) of the Delaware Uniform Commercial Code.
Date of Filing: March 31, 2025
Filing Acknowledgment:
[Delaware Secretary of State stamped/acknowledged copy with file stamp and date to be inserted upon receipt. Acknowledgment copy will be appended at Exhibit B, Tab B-3.]
D. UCC-3 No. 4 — Nexford Engineered Systems, LLC (Delaware)
UCC FINANCING STATEMENT AMENDMENT (Form UCC-3)
Filing Office: Delaware Secretary of State, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901
Item 1a — Initial Financing Statement File Number:
2019-3847591
Item 1b — Date of Filing of Initial Financing Statement:
June 14, 2019
Item 4 — Amendment (Termination):
CHECK box: [X] TERMINATION: This Financing Statement Amendment is filed to terminate the effectiveness of the above-referenced Financing Statement and any amendments thereto. Upon the filing of this Termination Statement, the Financing Statement to which it relates ceases to be effective as provided in Section 9-513 of the Uniform Commercial Code.
Item 5 — Current Debtor Information (Debtor of Record):
• 5a. Organization's Name: Nexford Engineered Systems, LLC
• 5b. Mailing Address: 600 Manufacturers Row, Greenville, SC 29607
• 5c. City: Greenville
• 5d. State: SC
• 5e. Postal Code: 29607
• 5f. Country: United States
• 5g. Type of Organization: Limited Liability Company
• 5h. Jurisdiction of Organization: Delaware
• 5i. Organizational Identification Number: As on file with the Delaware Secretary of State
Item 6 — New Debtor Information: N/A.
Item 7 — Collateral Change: N/A.
Item 8 — Amendment (Party Information): N/A.
Item 9 — Secured Party Information (Secured Party of Record):
• 9a. Name: Atlas Meridian Bank, N.A., as Administrative Agent and Collateral Agent
• 9b. Mailing Address: 500 Liberty Avenue, Pittsburgh, PA 15222
• 9c. City: Pittsburgh
• 9d. State: PA
• 9e. Postal Code: 15222
• 9f. Country: United States