CONFIDENTIAL — ATTORNEY WORK PRODUCT / ATTORNEY-CLIENT PRIVILEGED
UCC-3 TERMINATION STATEMENT INSTRUCTIONS AND FORMS — ATLAS MERIDIAN BANK, N.A. LIENS
Prepared by: Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
This memorandum and all attachments hereto constitute attorney work product and are protected by the attorney-client privilege. This document is intended solely for the use of the attorneys and professionals at Calderwood & Harkness LLP working on the above-referenced matter, and for the authorized representatives of Nexford Industrial Holdings Inc. to whom distribution is expressly authorized. Any unauthorized reproduction, distribution, or disclosure of this memorandum or its contents is strictly prohibited.
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I. INTRODUCTION AND BACKGROUND
A. Transaction Context
On March 28, 2025, Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower"), a corporation organized and existing under the laws of the State of Delaware (EIN: 36-4178552; Delaware Secretary of State File No. 5765432), closed a $1,400,000,000 senior secured Term Loan B credit facility (the "New Credit Facility") with Crescent Harbor Bank, N.A. ("Crescent Harbor"), acting as Administrative Agent and Collateral Agent, and the several lenders from time to time party thereto. The closing of the New Credit Facility constitutes the consummation of a refinancing and dividend recapitalization transaction in which the proceeds of the New Credit Facility are being used, in part, to (i) refinance in full all existing first lien credit facilities held by Atlas Meridian Bank, N.A. ("Atlas Meridian"), (ii) fund a dividend distribution to the equity holders of Nexford, and (iii) pay transaction fees, costs, and expenses.
The existing first lien credit facilities being refinanced were those held by Atlas Meridian Bank, N.A., having its principal office at 500 Liberty Avenue, Pittsburgh, Pennsylvania 15222, in its capacities as administrative agent and collateral agent under that certain Credit Agreement dated as of June 14, 2019 (the "Original 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. The Original Credit Agreement was amended on four separate occasions during the life of the facility: (i) the First Amendment to Credit Agreement dated as of March 20, 2020, (ii) the Second Amendment to Credit Agreement dated as of November 8, 2021, (iii) the Third Amendment to Credit Agreement dated as of April 15, 2023, and (iv) the Fourth Amendment to Credit Agreement dated as of September 12, 2024 (the Original Credit Agreement, as so amended, the "Existing Credit Agreement").
The existing facilities refinanced in connection with the closing of the New Credit Facility consisted of the following:
(a) An $875,000,000 first lien term loan facility. The total payoff amount for the term loan facility was $879,375,000, consisting of $875,000,000 in outstanding principal plus approximately $4,375,000 in accrued and unpaid interest calculated through and including the payoff date of March 28, 2025.
(b) A $190,000,000 revolving credit facility. As of the payoff date, $0 was drawn under the revolving credit facility. All commitments thereunder were irrevocably terminated upon repayment in full of the term loan obligations and satisfaction of all other conditions set forth in the payoff letter.
The total payoff was funded and wired on March 28, 2025, in accordance with the payoff letter received from Atlas Meridian Bank, N.A. (executed by Sandra Vickers, Managing Director, Portfolio Management, on behalf of Atlas Meridian Bank, N.A., as Administrative Agent) and the executed funds flow memorandum dated March 27, 2025. Wire transfer confirmations evidencing receipt of the payoff funds by Atlas Meridian have been received and are on file with Calderwood & Harkness LLP.
In connection with the repayment and in contemplation of the filing of the UCC-3 Termination Statements described herein, Atlas Meridian Bank, N.A. executed a lien release authorization letter dated March 27, 2025 (the "Lien Release Authorization Letter"), authorizing the termination of all UCC-1 financing statements filed in favor of Atlas Meridian Bank, N.A. as Secured Party against Nexford and each of the Subsidiary Guarantors under the Existing Credit Agreement. The Lien Release Authorization Letter is attached hereto as Exhibit A.
B. Purpose of This Memorandum
This memorandum provides comprehensive instructions and pre-prepared UCC-3 Financing Statement Amendment forms (in each case, marked as a Termination) for filing in all applicable jurisdictions in order to terminate all UCC-1 financing statements previously filed in favor of Atlas Meridian Bank, N.A. as Secured Party against Nexford Industrial Holdings Inc. and each Subsidiary Guarantor that is a party to the Existing Credit Agreement. There are a total of twelve (12) UCC-3 Termination Statements to be filed across six (6) jurisdictions, corresponding to the jurisdiction of organization of each applicable Debtor (as such term is used in Article 9 of the Uniform Commercial Code).
It should be noted that new UCC-1 financing statements in favor of Crescent Harbor Bank, N.A., as Collateral Agent under the New Credit Facility, were filed simultaneously on March 28, 2025, in each applicable jurisdiction. The new UCC-1 filings were made in advance of the UCC-3 termination filings described herein in order to ensure continuous perfection of the security interests granted in favor of the new secured parties and to avoid any gap in lien perfection coverage during the transition period.
The UCC-3 Termination Statements described herein are to be filed on March 31, 2025, following confirmation of receipt of the payoff funds and execution of the Lien Release Authorization Letter. The filing of these termination statements on March 31, 2025, rather than simultaneously with the new UCC-1 filings on March 28, 2025, reflects the standard practice of confirming full receipt and application of payoff funds prior to releasing the prior secured party's liens of record.
C. Filing Jurisdictions
In accordance with Section 9-501(a)(2) of the Uniform Commercial Code (as adopted in each relevant state), UCC financing statements are required to be filed in the office designated by the jurisdiction of organization of the applicable debtor entity. The twelve UCC-1 financing statements to be terminated were filed in the following six filing jurisdictions, corresponding to the jurisdiction of organization of each Debtor:
1. Delaware — Secretary of State (Division of Corporations), John G. Townsend Building, 401 Federal Street, Dover, DE 19901. Seven (7) UCC-3 Termination Statements are to be filed in Delaware, corresponding to the seven (7) Loan Parties organized under the laws of the State of Delaware.
2. Illinois — Secretary of State (Uniform Commercial Code Division), Howlett Building, 501 South Second Street, Room 350, Springfield, IL 62756. One (1) UCC-3 Termination Statement is to be filed in Illinois.
3. Pennsylvania — Department of State (Bureau of Corporations and Charitable Organizations), 401 North Street, Room 206, Harrisburg, PA 17120. One (1) UCC-3 Termination Statement is to be filed in Pennsylvania.
4. South Carolina — Secretary of State, 1205 Pendleton Street, Suite 525, Columbia, SC 29201. One (1) UCC-3 Termination Statement is to be filed in South Carolina.
5. Texas — Secretary of State (Statutory Filings Division), P.O. Box 13697, Austin, TX 78711. One (1) UCC-3 Termination Statement is to be filed in Texas.
6. Michigan — Department of State, Office of the Great Seal, UCC Section, 7064 Crowner Drive, Lansing, MI 48918. One (1) UCC-3 Termination Statement is to be filed in Michigan.
The aggregate total of UCC-3 Termination Statements to be filed is twelve (12).
II. SUMMARY TABLE OF UCC-1 FILINGS TO BE TERMINATED
The following table summarizes each UCC-1 financing statement to be terminated in connection with the refinancing. All filing numbers and dates are to be cross-referenced against the UCC search results summarized in the Memorandum — UCC Search Results Summary (All Filing Jurisdictions) dated February 18, 2025, prepared by Calderwood & Harkness LLP. Final filing numbers and filing dates are to be confirmed and inserted by the paralegal team prior to the submission of the UCC-3 Termination Statements.
Note: The paralegal team must cross-reference the UCC search results summarized in the Memorandum — UCC Search Results Summary (All Filing Jurisdictions) dated February 18, 2025, for the exact filing numbers and filing dates applicable to each of the above-listed UCC-1 financing statements. All filing numbers and dates must be confirmed and inserted into both this summary table and into the corresponding pre-prepared UCC-3 forms (Exhibits C-1 through C-12) prior to submission for filing. Any discrepancies between the UCC search results and the information set forth above should be flagged immediately to Marcus Leung for resolution.
With respect to UCC-3 continuation statements, it is anticipated that continuation statements were filed on or about June 2024 for each of the original June 2019 UCC-1 filings (items 1 through 8 above), as those filings would have approached the five-year lapse date established under UCC § 9-515(a). The continuation filing numbers should be noted for completeness but do not need to be separately terminated; the filing of a UCC-3 Termination Statement referencing the initial financing statement file number is sufficient to terminate the effectiveness of the financing statement, including any continuation thereof.
III. FILING INSTRUCTIONS — GENERAL
A. Filing Party / Authorized Filer
The UCC-3 Termination Statements described herein are being filed by the Secured Party of record — Atlas Meridian Bank, N.A. — as authorized in the Lien Release Authorization Letter dated March 27, 2025 (attached hereto as Exhibit A). Pursuant to that authorization, Calderwood & Harkness LLP is filing the UCC-3 Termination Statements on behalf of Atlas Meridian Bank, N.A. in its capacity as authorized filing agent.
Under UCC § 9-509(d)(2), a person may file a termination statement only if (i) the secured party of record authorizes the filing, or (ii) the filing is authorized under Section 9-513 of the Uniform Commercial Code. The Lien Release Authorization Letter satisfies the first requirement. For the avoidance of any ambiguity, it should be noted that under UCC § 9-513(c)(1), a secured party is required to cause a termination statement to be filed, or to send or authorize the debtor to file a termination statement, within one (1) month after there is no outstanding obligation secured by the collateral covered by the financing statement and no commitment to make an advance, incur an obligation, or otherwise give value. Alternatively, under UCC § 9-513(c)(2), the secured party must comply within twenty (20) days after receipt of an authenticated demand from the debtor if the conditions described in subsection (c)(1) are met.
Since the existing obligations under the Existing Credit Agreement have been repaid and satisfied in full as of March 28, 2025, and all commitments have been irrevocably terminated, the statutory conditions for the filing of termination statements are fully satisfied. The Borrower and each Subsidiary Guarantor would have the independent right to demand the filing of termination statements, and to file such statements themselves if Atlas Meridian Bank, N.A. were to fail to comply within the statutory period. The current arrangement — in which Atlas Meridian has authorized the filing and Calderwood & Harkness LLP is executing the filings on Atlas Meridian's behalf — represents the most efficient and customary approach.
B. Form of UCC-3
All UCC-3 Termination Statements are to be prepared on the standard national UCC-3 Financing Statement Amendment form (the current version as adopted by the International Association of Commercial Administrators, revised 2010, or the most current version accepted by the applicable filing office). The form is to be completed as follows for each filing:
(a) Item 1a (Initial Financing Statement File Number): The exact filing number assigned by the applicable filing office to the original UCC-1 financing statement must be accurately entered in this field. This is the critical identifier that links the termination statement to the specific financing statement being terminated, and any error in this field will result in a failed or ineffective termination.
(b) Item 1b (Date of Filing of Initial Financing Statement): The exact date on which the original UCC-1 financing statement was filed, as reflected in the filing office's records, must be entered.
(c) Item 4 (Amendment): The box labeled "TERMINATION" must be checked, indicating: "Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of the Secured Party authorizing this Termination Statement."
(d) Item 9 (Name of Secured Party of Record Authorizing This Amendment): Atlas Meridian Bank, N.A., 500 Liberty Avenue, Pittsburgh, Pennsylvania 15222.
(e) Signature / Filing Authorization: No signature by the secured party is required on the face of the UCC-3 form for filing purposes under the Uniform Commercial Code; however, the Lien Release Authorization Letter serves as the authorization of record. Where required or requested by the filing office, the form may be submitted by Calderwood & Harkness LLP as authorized filing agent.
No addendum or additional collateral description is required for a termination statement. Items relating to debtor information (Items 6 and 7) and collateral description (Item 8) should be left blank on a termination filing, unless the specific filing office requires reproduction of the debtor name as a matter of indexing protocol.
C. Filing Fees
Filing fees for UCC-3 Financing Statement Amendments (Terminations) vary by jurisdiction. The applicable fees, based on the current fee schedules of each filing office as of the date of preparation of this memorandum, are as follows:
Note: Filing fees are subject to confirmation at the time of filing and may vary slightly depending on the specific filing method (electronic vs. paper) and any applicable surcharges or expedited processing fees. The fee amounts set forth above represent standard electronic filing fees and are based on the most recent published fee schedules available as of March 28, 2025. Any variance from the amounts set forth above will be reflected in the final closing disbursement invoice.
All filing fees are to be advanced by Calderwood & Harkness LLP and will be included as a disbursement item in the final closing disbursement invoice rendered to Nexford Industrial Holdings Inc. Payment for electronic filings will be made by Calderwood & Harkness LLP's firm account associated with each applicable online filing portal. A detailed filing fee summary is also attached hereto as Exhibit D.
D. Filing Method
The UCC-3 Termination Statements will be filed in each jurisdiction using the following methods:
(a) Delaware: Electronic filing via the Delaware Division of Corporations online filing portal. The Delaware Division of Corporations accepts electronic UCC filings and provides immediate online filing acknowledgments upon successful submission. All seven Delaware filings will be submitted through the portal.
(b) Illinois: Electronic filing via the Illinois Secretary of State UCC online filing portal. The Illinois Secretary of State's office accepts electronic UCC-3 filings and provides filing confirmations electronically.
(c) Pennsylvania: Electronic filing via the Pennsylvania Department of State online filing system. The Bureau of Corporations and Charitable Organizations accepts electronic UCC-3 filings through its online portal.
(d) South Carolina: Electronic filing via the South Carolina Secretary of State's online filing system. In the event the electronic filing system is unavailable, a paper filing via overnight courier to the South Carolina Secretary of State's office at 1205 Pendleton Street, Suite 525, Columbia, SC 29201, will serve as a backup method.
(e) Texas: Electronic filing via the Texas Secretary of State SOSDirect system. The SOSDirect portal is the standard electronic filing mechanism for UCC filings in Texas and provides immediate filing acknowledgments.
(f) Michigan: Electronic filing via the Michigan Department of State online UCC filing system. The Office of the Great Seal, UCC Section, accepts electronic filings through its online portal.
All filings are to be submitted on March 31, 2025. Filing confirmations and stamped or acknowledged copies are to be obtained from each filing office promptly upon acceptance and retained in the firm's files and in the transaction closing binder. In the event that any electronic filing system is unavailable on the scheduled filing date, paper filings via overnight courier shall be submitted as a backup, with electronic filings to follow as soon as practicable.
E. Responsible Personnel
The following individuals are responsible for the preparation, review, submission, and confirmation of the UCC-3 Termination Statements:
(a) Sophie Tremblay (Working Associate, Banking & Finance, Calderwood & Harkness LLP) — Overall coordination of the preparation and submission of all twelve UCC-3 Termination Statements. Ms. Tremblay is responsible for ensuring that all forms are accurately completed, that all filing numbers and debtor names are confirmed, and that the filings are submitted on the target date of March 31, 2025.
(b) Paralegal Team (Calderwood & Harkness LLP) — The firm's UCC filing paralegal team will handle the electronic submission of all filings through the applicable online portals, process filing fee payments, obtain filing confirmations, and organize all filed copies for inclusion in the closing binder. The designated lead paralegal for this matter is to be confirmed.
(c) Marcus Leung (Lead Associate, Banking & Finance, Calderwood & Harkness LLP) — Mr. Leung will review all twelve UCC-3 forms prior to submission to verify the accuracy of debtor names (including exact legal name, entity type, and jurisdiction of organization), file numbers, filing dates, and secured party information. No UCC-3 form is to be submitted for filing until Mr. Leung has completed his review and provided written sign-off (via email).
(d) Claudia Merritt (Responsible Partner, Banking & Finance, Calderwood & Harkness LLP) — Ms. Merritt will be copied on all filing confirmations and is available for consultation in the event of any issues arising in connection with the filings.
Upon receipt of all filing confirmations, the confirmations are to be circulated to the following individuals:
• Claudia Merritt (Calderwood & Harkness LLP)
• Marcus Leung (Calderwood & Harkness LLP)
• David Engstrom, General Counsel and Corporate Secretary, Nexford Industrial Holdings Inc.
• Priya Mehta, Vice President, Treasury and Corporate Finance, Nexford Industrial Holdings Inc.
IV. FILING INSTRUCTIONS — JURISDICTION-SPECIFIC
A. Delaware (7 Filings)
1. Filing Office
Delaware Secretary of State, Division of Corporations, John G. Townsend Building, 401 Federal Street, Dover, Delaware 19901. Telephone: (302) 739-3073. Electronic filing is available at the Delaware Division of Corporations online filing portal. All seven Delaware UCC-3 Termination Statements will be filed electronically through this portal.
The Delaware Division of Corporations maintains an efficient electronic filing system for UCC filings. Upon submission, the portal generates an immediate electronic filing acknowledgment that includes the assigned filing number, the date and time of filing, and confirmation of the transaction type (termination). These acknowledgments should be saved as PDF files and retained in the firm's electronic records.
2. Debtors / Filings
The following seven UCC-3 Termination Statements are to be filed with the Delaware Secretary of State:
(a) Nexford Industrial Holdings Inc. — One (1) UCC-3 Termination Statement (Form C-1). Debtor is a Delaware corporation, DE File No. 5765432. Original UCC-1 filing date: on or about June 14, 2019. This is the Borrower's own financing statement.
(b) Granite Peak NIH Holdings, LLC — One (1) UCC-3 Termination Statement (Form C-2). Debtor is a Delaware limited liability company, DE File No. 7234891. Original UCC-1 filing date: on or about June 14, 2019. Granite Peak NIH Holdings, LLC is the direct parent holding company of the Borrower and served as a Guarantor under the Existing Credit Agreement.
(c) Nexford Precision Components, Inc. — One (1) UCC-3 Termination Statement (Form C-3). Debtor is a Delaware corporation. Original UCC-1 filing date: on or about June 14, 2019. Nexford Precision Components, Inc. is a wholly owned subsidiary of the Borrower and served as a Guarantor under the Existing Credit Agreement.
(d) Nexford Engineered Systems, LLC — One (1) UCC-3 Termination Statement (Form C-4). Debtor is a Delaware limited liability company. Original UCC-1 filing date: on or about June 14, 2019. Nexford Engineered Systems, LLC is a wholly owned subsidiary of the Borrower and served as a Guarantor under the Existing Credit Agreement.
(e) Nexford Coatings & Surface Technologies, Inc. — One (1) UCC-3 Termination Statement (Form C-5). Debtor is a Delaware corporation. Original UCC-1 filing date: on or about June 14, 2019. Nexford Coatings & Surface Technologies, Inc. is a wholly owned subsidiary of the Borrower and served as a Guarantor under the Existing Credit Agreement.
(f) Nexford Properties, LLC — One (1) UCC-3 Termination Statement (Form C-6). Debtor is a Delaware limited liability company. Original UCC-1 filing date: on or about June 14, 2019. Nexford Properties, LLC holds certain real property assets and served as a Guarantor under the Existing Credit Agreement.
(g) Nexford International Holdings, Inc. — One (1) UCC-3 Termination Statement (Form C-7). Debtor is a Delaware corporation. Original UCC-1 filing date: on or about June 14, 2019. Nexford International Holdings, Inc. holds equity interests in non-U.S. subsidiaries and served as a Guarantor under the Existing Credit Agreement.
3. Special Instructions — Delaware
The following special instructions apply to the Delaware filings:
(a) Exact Debtor Names. The debtor name entered in each UCC-3 form must match exactly the debtor name as set forth in the original UCC-1 financing statement. This includes any punctuation, abbreviations, and spacing. The debtor name in the original UCC-1 should be cross-checked against (i) the certified organizational documents (certificate of incorporation or certificate of formation, as applicable) on file with the Delaware Secretary of State, and (ii) the Delaware Secretary of State's online entity search records. Any discrepancy between the name as filed in the UCC-1 and the current entity name on file with the Delaware Secretary of State should be flagged immediately to Marcus Leung. Note that certain entities may have undergone name changes since the original UCC-1 filing in 2019; if any UCC-3 amendments reflecting name changes were filed during the life of the financing statements, those amendments should be identified and referenced.
(b) Continuation Statements. Because the original UCC-1 financing statements for these seven debtors were filed on or about June 14, 2019, they would have approached the five-year lapse date on or about June 14, 2024, absent the filing of continuation statements. It is anticipated that UCC-3 continuation statements were filed for each of these seven financing statements on or about June 2024 (within the six-month window preceding the lapse date, in accordance with UCC § 9-515(d)). The filing of a UCC-3 Termination Statement referencing the initial financing statement file number effectively terminates the entire financing statement, including the effect of any continuation statement. However, the continuation filing numbers should be noted in our records for completeness and to ensure that the lien search follow-up confirms that no continuing effectiveness remains.
(c) New UCC-1 Filings. New UCC-1 financing statements in favor of Crescent Harbor Bank, N.A. as Collateral Agent for each of these seven Delaware-organized debtors were filed with the Delaware Secretary of State on March 28, 2025. Care should be taken to ensure that the filing numbers for the new UCC-1 filings are not confused with the filing numbers for the Atlas Meridian UCC-1 filings being terminated. The paralegal team should maintain a clear cross-reference chart distinguishing the old and new filing numbers for each debtor.
B. Illinois (1 Filing)
1. Filing Office
Illinois Secretary of State, Uniform Commercial Code Division, Howlett Building, 501 South Second Street, Room 350, Springfield, Illinois 62756. Telephone: (217) 782-7518. Electronic filing is available through the Illinois Secretary of State's UCC online filing portal. The single Illinois UCC-3 Termination Statement will be filed electronically through this portal.
2. Debtor. Nexford Manufacturing Services, LLC — One (1) UCC-3 Termination Statement (Form C-8). Debtor is a limited liability company organized under the laws of the State of Illinois, with its principal business address at 1400 Industrial Parkway, Schaumburg, Illinois 60173. Nexford Manufacturing Services, LLC ("NMS") is a wholly owned subsidiary of the Borrower and served as a Guarantor under the Existing Credit Agreement. The original UCC-1 financing statement was filed with the Illinois Secretary of State on or about June 14, 2019.
3. Special Instructions — Illinois
(a) Exact Debtor Name. The debtor name as entered in the UCC-3 form must match exactly the debtor name as set forth in the original UCC-1 financing statement. The name should be cross-referenced against (i) the Illinois Secretary of State's online LLC records, and (ii) the certified articles of organization or certificate of organization for Nexford Manufacturing Services, LLC on file with the Illinois Secretary of State.
(b) Continuation Statements. As with the Delaware filings, a UCC-3 continuation statement may have been filed for this financing statement on or about June 2024. This should be confirmed against the UCC search results.
(c) New UCC-1 Filing. A new UCC-1 financing statement in favor of Crescent Harbor Bank, N.A. as Collateral Agent for NMS was filed with the Illinois Secretary of State on March 28, 2025. The filing number for the new UCC-1 should be distinguished from the Atlas Meridian filing number being terminated.
C. Pennsylvania (1 Filing)
1. Filing Office
Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, 401 North Street, Room 206, Harrisburg, Pennsylvania 17120. Telephone: (717) 787-1057. Electronic filing is available through the Pennsylvania Department of State's online filing system. The single Pennsylvania UCC-3 Termination Statement will be filed electronically.
2. Debtor. Clearfield Tool & Die, Inc. — One (1) UCC-3 Termination Statement (Form C-9). Debtor is a corporation organized under the laws of the Commonwealth of Pennsylvania, with its principal business address at 175 Clearfield Avenue, Clearfield, Pennsylvania 16830. Clearfield Tool & Die, Inc. ("Clearfield") was acquired by a subsidiary of Nexford in 2021 and was joined as a Guarantor under the Existing Credit Agreement in connection with its acquisition. The original UCC-1 financing statement in favor of Atlas Meridian Bank, N.A. as Secured Party was filed with the Pennsylvania Department of State on or about the date Clearfield was joined as a Guarantor in 2021.
3. Special Instructions — Pennsylvania
(a) Exact Debtor Name. The debtor name must match exactly as set forth in the original UCC-1. The name should be cross-referenced against the Pennsylvania Department of State's online entity records and the certified articles of incorporation for Clearfield Tool & Die, Inc.
(b) Filing Date. Because Clearfield was acquired in 2021 and the UCC-1 was filed at the time of its joinder as a Guarantor (rather than at the time of the original credit facility closing in 2019), the filing date for the original UCC-1 will be later than the filing dates for the other debtors. The exact filing date should be confirmed from the UCC search results.
(c) Continuation Statements. Given that the original UCC-1 for Clearfield was filed in 2021, the five-year lapse date would not occur until 2026. It is therefore unlikely that a continuation statement has been filed for this financing statement. This should be confirmed.
(d) New UCC-1 Filing. A new UCC-1 financing statement in favor of Crescent Harbor Bank, N.A. as Collateral Agent was filed with the Pennsylvania Department of State on March 28, 2025.
D. South Carolina (1 Filing)
1. Filing Office
South Carolina Secretary of State, 1205 Pendleton Street, Suite 525, Columbia, South Carolina 29201. Telephone: (803) 734-2158. Electronic filing is available through the South Carolina Secretary of State's UCC online filing portal. The single South Carolina UCC-3 Termination Statement will be filed electronically; in the event the electronic filing system is unavailable, a paper filing via overnight courier will be submitted as a backup.
2. Debtor. Summit Industrial Fabrication Co. — One (1) UCC-3 Termination Statement (Form C-10). Debtor is a corporation organized under the laws of the State of South Carolina, with its principal business address at 820 Summit Drive, Spartanburg, South Carolina 29303. Summit Industrial Fabrication Co. ("Summit") was acquired by a subsidiary of Nexford in 2022 and was joined as a Guarantor under the Existing Credit Agreement in connection with its acquisition. The original UCC-1 financing statement in favor of Atlas Meridian Bank, N.A. as Secured Party was filed with the South Carolina Secretary of State on or about the date of Summit's joinder as a Guarantor in 2022.
3. Special Instructions — South Carolina
(a) Exact Debtor Name. The debtor name must match exactly as reflected in the original UCC-1 filing. Cross-reference the debtor name against the South Carolina Secretary of State's online entity records and the certified articles of incorporation for Summit Industrial Fabrication Co. Particular attention should be paid to the use of "Co." versus "Company" or other variations.
(b) Filing Date. The exact filing date for the original UCC-1 should be confirmed from the UCC search results. Because Summit was acquired in 2022, the original filing will be from that year.
(c) Continuation Statements. Given the 2022 filing date, the five-year lapse date would not occur until 2027. No continuation statement is expected to be on file. This should be confirmed.
(d) New UCC-1 Filing. A new UCC-1 financing statement in favor of Crescent Harbor Bank, N.A. as Collateral Agent was filed with the South Carolina Secretary of State on March 28, 2025.
E. Texas (1 Filing)
1. Filing Office
Texas Secretary of State, Statutory Filings Division, P.O. Box 13697, Austin, Texas 78711. Physical address for courier deliveries: 1019 Brazos Street, Austin, Texas 78701. Telephone: (512) 463-5555. Electronic filing is available via the SOSDirect online system. The single Texas UCC-3 Termination Statement will be filed electronically through SOSDirect.
2. Debtor. Ridgepoint Specialty Coatings, LLC — One (1) UCC-3 Termination Statement (Form C-11). Debtor is a limited liability company organized under the laws of the State of Texas, with its principal business address at 9100 Westpark Industrial Boulevard, Houston, Texas 77063. Ridgepoint Specialty Coatings, LLC ("Ridgepoint") was acquired by a subsidiary of Nexford in 2023 and was joined as a Guarantor under the Existing Credit Agreement in connection with its acquisition. The original UCC-1 financing statement in favor of Atlas Meridian Bank, N.A. as Secured Party was filed with the Texas Secretary of State on or about the date of Ridgepoint's joinder as a Guarantor in 2023.
3. Special Instructions — Texas
(a) Exact Debtor Name. The debtor name must match exactly as set forth in the original UCC-1 filing. Cross-reference the debtor name against the Texas Secretary of State's SOSDirect entity records and the certified certificate of formation for Ridgepoint Specialty Coatings, LLC.
(b) Filing Date. The exact filing date for the original UCC-1 should be confirmed from the UCC search results. The filing will date from 2023.
(c) Continuation Statements. Given the 2023 filing date, the five-year lapse date would not occur until 2028. No continuation statement is expected. This should be confirmed.
(d) New UCC-1 Filing. A new UCC-1 financing statement in favor of Crescent Harbor Bank, N.A. as Collateral Agent was filed with the Texas Secretary of State on March 28, 2025.
F. Michigan (1 Filing)
1. Filing Office
Michigan Department of State, Office of the Great Seal, UCC Section, 7064 Crowner Drive, Lansing, Michigan 48918. Telephone: (517) 322-1144. Electronic filing is available through the Michigan Department of State online UCC filing system. The single Michigan UCC-3 Termination Statement will be filed electronically.
2. Debtor. Lakeshore Precision Engineering, Inc. — One (1) UCC-3 Termination Statement (Form C-12). Debtor is a corporation organized under the laws of the State of Michigan, with its principal business address at 3200 Lakeshore Boulevard, Muskegon, Michigan 49441. Lakeshore Precision Engineering, Inc. ("Lakeshore") was acquired by a subsidiary of Nexford in 2024 and was joined as a Guarantor under the Existing Credit Agreement in connection with its acquisition. The original UCC-1 financing statement in favor of Atlas Meridian Bank, N.A. as Secured Party was filed with the Michigan Department of State on or about the date of Lakeshore's joinder as a Guarantor in 2024.
3. Special Instructions — Michigan
(a) Exact Debtor Name. The debtor name must match exactly as set forth in the original UCC-1 filing. Cross-reference against the Michigan Department of State's LARA (Licensing and Regulatory Affairs) entity search records and the certified articles of incorporation for Lakeshore Precision Engineering, Inc.
(b) Filing Date. This is the most recently filed UCC-1 in favor of Atlas Meridian Bank, N.A. among the twelve filings to be terminated, dating from 2024. The exact filing date should be confirmed from the UCC search results.
(c) Continuation Statements. Given that the original UCC-1 was filed in 2024, the five-year lapse date would not occur until 2029. No continuation statement will have been filed. No further confirmation is necessary on this point, but the search results should be reviewed for completeness.
(d) New UCC-1 Filing. A new UCC-1 financing statement in favor of Crescent Harbor Bank, N.A. as Collateral Agent was filed with the Michigan Department of State on March 28, 2025.
V. PRE-PREPARED UCC-3 FINANCING STATEMENT AMENDMENT FORMS
A. General Form Template
Each of the twelve UCC-3 Termination Statements has been pre-prepared using the standard national UCC-3 Financing Statement Amendment form (the current version as adopted by the International Association of Commercial Administrators, revised 2010). The forms are attached as Exhibits C-1 through C-12 to this memorandum.
Each form has been completed as follows:
Item 1a — Initial Financing Statement File Number: This field has been left blank pending confirmation of the exact filing number from the official UCC search results. The paralegal team is responsible for inserting the correct filing number for each debtor prior to submission. The filing number must correspond exactly to the number assigned by the applicable filing office to the initial UCC-1 financing statement. This is the single most critical field on the form; an incorrect filing number will result in a termination statement that does not effectively terminate the intended financing statement.
Item 1b — Date of Filing of Initial Financing Statement: This field has been left blank pending confirmation of the exact filing date from the official UCC search results. The paralegal team is responsible for inserting the correct date for each filing.
Item 1e — Filing Office: The appropriate filing office has been designated for each form, corresponding to the filing jurisdiction as described in Section IV above.
Item 4 — Amendment: The box for "TERMINATION" has been checked on each form. The standard termination language reads: "Effectiveness of the Financing Statement identified above is terminated with respect to the security interest(s) of the Secured Party authorizing this Termination Statement."
Item 9 — Name of Secured Party of Record Authorizing This Amendment:
Atlas Meridian Bank, N.A. 500 Liberty Avenue Pittsburgh, Pennsylvania 15222
This information has been pre-populated on each form.
Signature / Filing Authorization: As noted in Section III.B above, the Uniform Commercial Code does not require a signature by the secured party on the face of the UCC-3 form for filing purposes. The Lien Release Authorization Letter (Exhibit A) serves as the authorization of record. Where the electronic filing portal requires identification of the filing party, Calderwood & Harkness LLP will be identified as the authorized filing agent.
No additional debtor information, collateral description, or addendum is required on a UCC-3 Termination Statement. Items 6, 7, and 8 of the UCC-3 form have been left blank on each form, as is standard practice for termination filings.
B. Individual Forms (12 Total)
The following twelve pre-prepared UCC-3 Financing Statement Amendment (Termination) forms are attached as exhibits to this memorandum. Each form corresponds to one of the twelve UCC-1 financing statements identified in the Summary Table in Section II above.
Form C-1: UCC-3 Termination — Delaware — Nexford Industrial Holdings Inc.
Form C-2: UCC-3 Termination — Delaware — Granite Peak NIH Holdings, LLC
Form C-3: UCC-3 Termination — Delaware — Nexford Precision Components, Inc.
Form C-4: UCC-3 Termination — Delaware — Nexford Engineered Systems, LLC
Form C-5: UCC-3 Termination — Delaware — Nexford Coatings & Surface Technologies, Inc.
Form C-6: UCC-3 Termination — Delaware — Nexford Properties, LLC
Form C-7: UCC-3 Termination — Delaware — Nexford International Holdings, Inc.
Form C-8: UCC-3 Termination — Illinois — Nexford Manufacturing Services, LLC
Form C-9: UCC-3 Termination — Pennsylvania — Clearfield Tool & Die, Inc.
Form C-10: UCC-3 Termination — South Carolina — Summit Industrial Fabrication Co.
Form C-11: UCC-3 Termination — Texas — Ridgepoint Specialty Coatings, LLC
Form C-12: UCC-3 Termination — Michigan — Lakeshore Precision Engineering, Inc.
Important Note for the Paralegal Team: Prior to submission of any UCC-3 form for filing, the following fields must be completed and verified:
(i) The initial financing statement file number (Item 1a) must be confirmed against the official UCC search results and inserted accurately.
(ii) The date of filing of the initial financing statement (Item 1b) must be confirmed and inserted.
(iii) The debtor name must be verified to ensure it matches exactly the debtor name as set forth in the original UCC-1 filing. This includes verifying capitalization, punctuation (including commas, periods, and ampersands), spacing, and the use of abbreviations (e.g., "Inc." vs. "Incorporated," "LLC" vs. "L.L.C.").
(iv) All completed forms must be reviewed and approved by Marcus Leung prior to submission.
Any discrepancies or questions arising during the completion of these forms should be escalated immediately to Sophie Tremblay and Marcus Leung.
VI. POST-FILING CONFIRMATION AND RECORDKEEPING
A. Filing Confirmations
Upon the successful filing of each UCC-3 Termination Statement, the following documentation must be obtained and retained:
(a) Electronic Filing Acknowledgment/Confirmation. Each electronic filing portal generates a filing acknowledgment or confirmation upon acceptance of the UCC-3 filing. This confirmation typically includes the assigned filing number for the UCC-3 termination, the date and time of filing, the name of the debtor, and confirmation of the type of amendment (termination). These electronic confirmations should be saved as PDF files and stored in the firm's electronic document management system under the appropriate matter number and filing category.
(b) Stamped Copies. Where available, file-stamped copies of each UCC-3 Termination Statement should be obtained from the filing office. Some filing offices (particularly those that accept paper filings) provide physical stamped copies; for electronic filings, the electronic acknowledgment serves as the equivalent of a stamped copy. If any jurisdiction provides a downloadable stamped or certified copy, that copy should be obtained.
(c) File-Stamped Receipt. A receipt or acknowledgment showing the filing number assigned to the UCC-3 termination, the date the filing was accepted, and the filing fee paid should be retained for each filing. This receipt is necessary for the reconciliation of filing fees in connection with the final closing disbursement invoice.
B. Distribution of Confirmations
Copies of all filing confirmations for the twelve UCC-3 Termination Statements are to be distributed to the following individuals promptly upon receipt:
(a) Claudia Merritt — Responsible Partner, Banking & Finance, Calderwood & Harkness LLP. Ms. Merritt is the supervising partner on the transaction and should receive copies of all confirmations for her records.
(b) Marcus Leung — Lead Associate, Banking & Finance, Calderwood & Harkness LLP. Mr. Leung should receive all confirmations to verify that each filing was accepted and that the filing numbers and debtor names are correct.
(c) David Engstrom — General Counsel and Corporate Secretary, Nexford Industrial Holdings Inc. Mr. Engstrom is the primary in-house legal contact for the Borrower and should receive confirmations as part of the Borrower's post-closing records.
(d) Priya Mehta — Vice President, Treasury and Corporate Finance, Nexford Industrial Holdings Inc. Ms. Mehta is the primary treasury contact for the Borrower and should receive confirmations for the Borrower's financial records.
(e) Margaret Ashby — Partner, Whitfield & Gage LLP, counsel to Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent under the New Credit Facility. Ms. Ashby should receive confirmations to verify that the prior secured party's liens have been terminated, as this is a condition to the delivery of the title and lien opinion under the New Credit Facility.
(f) Jonathan Ferris — Associate, Whitfield & Gage LLP, counsel to Crescent Harbor Bank, N.A. Mr. Ferris is working with Ms. Ashby on the lien-related aspects of the transaction and should receive copies of all confirmations.
(g) Sandra Vickers — Managing Director, Portfolio Management, Atlas Meridian Bank, N.A. Ms. Vickers should receive copies of all filing confirmations for Atlas Meridian's records, confirming that the lien releases contemplated by the Lien Release Authorization Letter have been completed.
Distribution of the filing confirmations should be made by email, with PDF copies of each filing confirmation attached. The email should include a brief cover message identifying the transaction, listing the twelve termination filings, and confirming the filing dates and numbers.
C. Closing Binder
All filed UCC-3 Termination Statements and the corresponding filing confirmations are to be included in the transaction closing binder under the appropriate tab. The closing binder for this transaction is expected to be compiled and distributed in April 2025. The specific organizational structure for the closing binder is as follows:
(a) The UCC-3 Termination Statements and filing confirmations should be organized under a single tab entitled "UCC-3 Termination Statements — Atlas Meridian Bank, N.A.," with sub-tabs for each individual filing organized in the same order as the forms listed in Section V.B above (Forms C-1 through C-12).
(b) The filed UCC-3 Termination Statements should be cross-referenced with the Post-Closing Checklist and Tracker dated March 31, 2025, maintained by Sophie Tremblay. The Post-Closing Checklist designates the UCC-3 termination filings as a closing-date deliverable and should be updated to reflect the actual filing dates and filing numbers upon completion.
(c) The closing binder should also cross-reference the Closing Binder Index and Compilation Instructions, which are to be prepared in April 2025 by the Calderwood & Harkness team. The Closing Binder Index will assign specific tab numbers and section designations for each document category, including the UCC-3 Termination Statements.
D. Follow-Up Lien Searches
Following the filing of the twelve UCC-3 Termination Statements, updated UCC lien searches should be conducted in each of the six filing jurisdictions to confirm that the terminations have been properly recorded and indexed. The follow-up searches should confirm the following:
(a) Termination of Atlas Meridian Filings. Each of the twelve UCC-1 financing statements previously filed in favor of Atlas Meridian Bank, N.A. as Secured Party should be reflected in the filing office's records as terminated, with the UCC-3 Termination Statement referenced in the filing history for each UCC-1.
(b) No Unexpected Liens. The follow-up searches should confirm that no other unexpected liens, financing statements, or other encumbrances appear against any of the twelve Loan Parties (Debtors) that were not previously identified in the UCC search results. Any newly appearing filings should be immediately investigated and reported to Marcus Leung and Claudia Merritt.
(c) Effectiveness of Crescent Harbor Filings. The follow-up searches should also confirm that the new UCC-1 financing statements filed in favor of Crescent Harbor Bank, N.A. as Collateral Agent on March 28, 2025, remain of record and effective in each applicable jurisdiction. This confirmation is important for the new secured parties and their counsel at Whitfield & Gage LLP.
The target date for the follow-up lien searches is approximately ten (10) business days after the filing of the UCC-3 Termination Statements, or on or about April 14, 2025. This timeline accounts for the typical processing and indexing period at the various filing offices. In some jurisdictions, particularly Delaware, the indexing of UCC filings may be completed more quickly (often within 24-48 hours for electronic filings), while other jurisdictions may require a longer processing period.
The results of the follow-up lien searches are to be compiled into a brief memorandum and reported to Marcus Leung and Claudia Merritt. Copies of the follow-up search results should also be shared with Whitfield & Gage LLP (Margaret Ashby and Jonathan Ferris), as the confirmation of the termination of the Atlas Meridian liens and the continuing effectiveness of the Crescent Harbor liens is relevant to the post-closing lien confirmation process under the New Credit Facility.
VII. ADDITIONAL LIEN RELEASES AND TERMINATIONS (CROSS-REFERENCE)
This memorandum addresses only the UCC-3 Termination Statements to be filed with the applicable Secretaries of State and Departments of State in connection with the refinancing. However, the complete lien release program for the Atlas Meridian Bank, N.A. security interest package involves additional categories of lien releases and terminations that are being handled under separate post-closing workstreams. For completeness, and to ensure coordination across all workstreams, the following additional lien release categories are noted below with cross-references to the applicable responsible parties and documentation.
A. Mortgage Releases
In addition to the UCC-1 financing statements addressed in this memorandum, Atlas Meridian Bank, N.A. held mortgages and deeds of trust recorded against certain real property assets owned by the Loan Parties. Separate mortgage releases, satisfactions, or reconveyances (as applicable) will be required for each recorded mortgage. Based on the real property lien search results, mortgages in favor of Atlas Meridian Bank, N.A. were recorded in the following jurisdictions:
(a) Cook County, Illinois — Mortgage recorded against real property owned by Nexford Manufacturing Services, LLC, located at 1400 Industrial Parkway, Schaumburg, Illinois 60173.
(b) Winnebago County, Illinois — Mortgage recorded against real property owned by Nexford Manufacturing Services, LLC, located at 2850 Production Way, Rockford, Illinois 61101.
(c) Greenville County, South Carolina — Mortgage recorded against real property owned by Summit Industrial Fabrication Co., located at 820 Summit Drive, Spartanburg, South Carolina 29303. (Note: Although the property address is in Spartanburg, the county recording office may be Spartanburg County rather than Greenville County; this should be confirmed.)
(d) Harris County, Texas — Deed of trust recorded against real property owned by Ridgepoint Specialty Coatings, LLC, located at 9100 Westpark Industrial Boulevard, Houston, Texas 77063.