1005-00001 · Nexford Industrial Holdings · UCC Filings

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UCC FINANCING STATEMENT

(Form UCC1)

Filed with the Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, DE 19901

Date Prepared: March 28, 2025

CUSIP Reference: 65432X AA1 (Term Loan B)

C&H Matter Number: 1005-00001

This Financing Statement is to be filed on or promptly after the closing date of March 28, 2025, in connection with the Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto, providing for a $1,400,000,000 Senior Secured Term Loan B facility.

UCC FINANCING STATEMENT — FORM UCC1

Box 1 — DEBTOR INFORMATION (Organization)

1a. Organization's Name:

Nexford Coatings & Surface Technologies, Inc.

1b. Mailing Address:

9100 Westpark Industrial Boulevard

1c. City:

Houston

1d. State:

1e. Zip Code:

77063

1f. Country:

United States

1g. Tax ID / EIN:

To be confirmed by Borrower prior to filing. The EIN of Nexford Coatings & Surface Technologies, Inc. shall be inserted in this field upon receipt of confirmation from the Borrower's tax department or counsel.

1h. Type of Organization:

Corporation

1i. Jurisdiction of Organization:

Delaware

1j. Organizational Identification Number:

To be confirmed. The Delaware file number for Nexford Coatings & Surface Technologies, Inc. shall be obtained from the records of the Delaware Secretary of State and inserted prior to filing. The filing jurisdiction is the Delaware Secretary of State, as Nexford Coatings & Surface Technologies, Inc. is a corporation organized under the laws of the State of Delaware.

Box 2 — ADDITIONAL DEBTOR

Not applicable. This is a single debtor filing. No additional debtor is listed on this Financing Statement.

Box 3 — SECURED PARTY INFORMATION

3a. Organization's Name:

Crescent Harbor Bank, N.A., as Collateral Agent

3b. Mailing Address:

320 Federal Street

3c. City:

Boston

3d. State:

3e. Zip Code:

02110

3f. Country:

United States

Capacity Note:

Crescent Harbor Bank, N.A. is named as the Secured Party in its capacity as Collateral Agent under that certain Credit Agreement dated as of March 28, 2025 (as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation, as Borrower, the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto from time to time. The Collateral Agent is acting for the benefit of the Secured Parties as defined in the Credit Agreement and the Security Agreement dated as of March 28, 2025, among the Grantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent (the "Security Agreement").

Box 4 — COLLATERAL DESCRIPTION

The collateral covered by this Financing Statement consists of the following:

All personal property of the Debtor, whether now owned or hereafter acquired, wherever located, and all proceeds and products thereof, including, without limitation, all of the Debtor's right, title, and interest in and to the following, in each case whether now existing or hereafter arising or acquired:

(a) all accounts, accounts receivable, and all rights to payment for goods sold, leased, licensed, assigned, or otherwise disposed of, or for services rendered, whether or not earned by performance;

(b) all inventory, including, without limitation, all goods held for sale or lease, all raw materials, work-in-process, finished goods, supplies, and materials used or consumed in the Debtor's business, and all goods returned to or repossessed by the Debtor;

(c) all equipment, including, without limitation, all machinery, tools, furniture, fixtures (to the extent constituting personal property), vehicles (other than titled motor vehicles excluded pursuant to the Security Agreement), and other tangible personal property used in the Debtor's business;

(d) all general intangibles, including, without limitation, all payment intangibles, software, customer lists, goodwill, tax refunds, contract rights, rights under franchise agreements, rights under license agreements, rights under supply agreements, rights under partnership agreements, rights under limited liability company agreements, and all other intangible personal property of every kind and nature;

(e) all intellectual property, including, without limitation, all patents, patent applications, patent licenses, and rights to apply for patents in the United States and in all foreign countries, all inventions and improvements described and claimed therein, all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof; all trademarks, trademark registrations, trademark applications, service marks, service mark registrations, service mark applications, trade names, trade dress, domain names, and goodwill associated therewith and symbolized thereby, together with all registrations, renewals, and extensions thereof; all copyrights, copyright registrations, copyright applications, and all renewals, extensions, restorations, and reversions thereof; all trade secrets, know-how, proprietary information, technology, methods, processes, formulas, and designs; and all licenses of or under any of the foregoing;

(f) all deposit accounts, including, without limitation, all demand, time, savings, passbook, and similar accounts maintained with any bank, savings and loan association, credit union, or other depository institution;

(g) all securities accounts, investment property, and financial assets, including, without limitation, all certificated and uncertificated securities, all security entitlements, all securities held in securities accounts, all commodity contracts, all commodity accounts, and all other investment property, in each case whether held directly or through a financial intermediary;

(h) all instruments, including, without limitation, all promissory notes, drafts, checks, certificates of deposit, and other evidences of indebtedness, whether negotiable or non-negotiable;

(i) all chattel paper, including, without limitation, all electronic chattel paper and all tangible chattel paper, and all rights arising therefrom;

(j) all letter-of-credit rights, including, without limitation, all rights to payment and performance under letters of credit, whether or not the Debtor is the beneficiary thereof;

(k) all commercial tort claims, as identified in the Security Agreement and as hereafter identified in accordance with the terms of the Security Agreement;

(l) all documents, including, without limitation, all bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods, and all other documents of title, whether negotiable or non-negotiable;

(m) all supporting obligations, including, without limitation, all letters of credit, guarantees, and other secondary obligations supporting or securing the payment or performance of any of the foregoing;

(n) all fixtures, to the extent constituting personal property under Article 9 of the Uniform Commercial Code;

(o) all money, cash, and cash equivalents;

(p) all goods, including, without limitation, all consumer goods, farm products, and other goods of every kind and description;

(q) all books and records, ledgers, files, correspondence, documents, instruments, papers, computer programs, tapes, disks, and related data processing software relating to any of the foregoing or to the operation of the Debtor's business; and

(r) all proceeds and products of any and all of the foregoing (including, without limitation, all insurance proceeds, condemnation awards, and all other payments made to the Debtor as indemnity or compensation for any loss or diminution in value of any of the foregoing, and all proceeds of proceeds), and to the extent not otherwise included, all (A) payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warranty, or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing, (B) cash, and (C) other property.

Note: This collateral description is intended to track the broadest permissible language under Article 9 of the Uniform Commercial Code and is consistent with the collateral description set forth in the Security Agreement dated as of March 28, 2025, executed by the Debtor, as a Subsidiary Guarantor and Grantor, in favor of Crescent Harbor Bank, N.A., as Collateral Agent. Certain assets are excluded from the Collateral under the terms of the Security Agreement, including (i) motor vehicles with an individual book value of less than $250,000, (ii) letter-of-credit rights where the face amount is less than $1,000,000, (iii) commercial tort claims where the amount in controversy is less than $2,500,000, and (iv) assets where the cost or burden of creating, perfecting, or maintaining a security interest therein would be excessive in relation to the benefit afforded to the Secured Parties thereby. These exclusions are governed solely by the Security Agreement and are not separately referenced in this UCC-1 Financing Statement. In the event of any conflict between this collateral description and the Security Agreement, the terms of the Security Agreement shall control.

Box 5 — CHECK BOXES / ALTERNATIVE DESIGNATIONS

Timber to be cut / As-extracted collateral / Fixtures: Not checked. This Financing Statement does not cover timber to be cut, as-extracted collateral, or fixtures requiring a fixture filing. No real-property-related collateral filing is made pursuant to this Financing Statement. Fixture filings will be addressed separately in connection with the Mortgages to be recorded as post-closing deliverables by April 30, 2025, in the following jurisdictions:

• Cook County, Illinois

• Winnebago County, Illinois

• Greenville County, South Carolina

• Harris County, Texas

Debtor is a transmitting utility: Not checked. The Debtor is not a transmitting utility as defined under UCC § 9-102(a)(81).

Agricultural lien: Not checked. This Financing Statement does not relate to an agricultural lien.

Fixture filing: Not checked. This Financing Statement is not filed as a fixture filing.

Box 6 — OPTIONAL FILER REFERENCE DATA

Filer Reference: Calderwood & Harkness LLP, Matter No. 1005-00001

Billing Code: IBL-NIH-2025-031

Transaction Reference: $1,400,000,000 Senior Secured Term Loan B — Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto

Box 7 — FILING OFFICE COPY / ACKNOWLEDGMENT

Return acknowledgment copy to:

Calderwood & Harkness LLP

Attn: Sophie Tremblay

425 Lexington Avenue New York, NY 10017

Alternative: Electronic filing confirmation to be transmitted via the Delaware Secretary of State's electronic filing system to the Calderwood & Harkness LLP deal team at the email address on file with the filing service provider.

FILING CONTEXT AND ADMINISTRATIVE NOTES

Internal Use Only — Not Part of the UCC-1 Financing Statement Privileged and Confidential — Attorney Work Product

1. Transaction Context

This UCC-1 Financing Statement is one of thirteen (13) UCC-1 Financing Statements being filed simultaneously at or promptly following the closing on March 28, 2025, to perfect the first-priority security interest granted by each Loan Party under the Security Agreement dated as of March 28, 2025, in connection with the $1,400,000,000 Senior Secured Term Loan B facility provided pursuant to the Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc. ("NIH"), as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto. The Term Loan B facility is anticipated to bear a CUSIP identifier of 65432X AA1.

The filing of these UCC-1 Financing Statements is a condition precedent to the effectiveness of the Credit Agreement and the funding of the Term Loan B facility on the closing date. Counsel for the Collateral Agent will require delivery of stamped or electronically acknowledged copies of all thirteen UCC-1 filings as part of the closing deliverable set.

2. Debtor Entity Details

Nexford Coatings & Surface Technologies, Inc. ("NCST") is a corporation organized and existing under the laws of the State of Delaware. NCST is a direct, wholly-owned subsidiary of Nexford Industrial Holdings Inc. NCST has been identified as a "Subsidiary Guarantor" under the Guarantee Agreement dated as of March 28, 2025, among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Administrative Agent, and is a "Grantor" under the Security Agreement.

NCST's exact legal name, as reflected in its Certificate of Incorporation filed with the Delaware Secretary of State, is "Nexford Coatings & Surface Technologies, Inc." The UCC-1 Financing Statement reflects this exact legal name in box 1a, as required by UCC § 9-503(a)(1) for registered organizations.

3. Business Segment

NCST operates Nexford's Industrial Coatings & Surface Technologies business segment, which accounts for approximately 17% of Nexford's consolidated last-twelve-months ("LTM") revenue of approximately $2,100,000,000. The segment specializes in the development, manufacture, and distribution of advanced industrial coatings, surface treatment chemicals, protective finishes, and related specialty products for aerospace, automotive, energy, and general industrial end markets. NCST's principal facility is located at 9100 Westpark Industrial Boulevard, Houston, TX 77063, which includes manufacturing operations, research and development laboratories, warehousing, and administrative offices.

4. Acquisition History and Mortgaged Property

NCST was part of the original Nexford platform at the time of the leveraged acquisition by Granite Peak Capital Partners ("Granite Peak") in January 2019. NCST has been continuously owned by NIH since that date and has not undergone any change in legal name, state of organization, or organizational structure since the original acquisition.

The Houston facility at 9100 Westpark Industrial Boulevard, Houston, TX 77063, is one of four mortgaged properties identified in the Credit Agreement and the Security Agreement. The Houston facility has been appraised at a current fair market value of approximately $28,000,000. A Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing covering the Houston facility will be recorded in the real property records of Harris County, Texas, as a post-closing deliverable. Pursuant to Section 6.14 of the Credit Agreement, all such mortgage recordings shall be completed no later than April 30, 2025, which is the thirty-third (33rd) day following the closing date.

5. Filing Jurisdiction Rationale

This UCC-1 Financing Statement is filed with the Delaware Secretary of State because the Debtor, Nexford Coatings & Surface Technologies, Inc., is organized as a corporation under the laws of the State of Delaware. Under UCC § 9-301(1), the local law of the jurisdiction in which the debtor is located governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral. Under UCC § 9-307(e), a registered organization organized under the law of a state is located in that state. Accordingly, because NCST is a Delaware corporation, the proper filing jurisdiction for perfection of a security interest in NCST's personal property by filing is the State of Delaware.

The filing office for centralized UCC filings in the State of Delaware is the Delaware Secretary of State, Division of Corporations, located at the John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901. The filing will be submitted electronically through the Delaware Secretary of State's authorized electronic filing portal.

6. Companion Filings — Delaware

The following UCC-1 Financing Statements are being filed simultaneously in Delaware for the other Delaware-organized Loan Parties:

All Delaware companion filings name Crescent Harbor Bank, N.A., as Collateral Agent, as the Secured Party and contain collateral descriptions substantially identical to the collateral description set forth in box 4 of this Financing Statement, subject to entity-specific modifications as required.

7. Companion Filings — Non-Delaware Jurisdictions

The following UCC-1 Financing Statements are being filed simultaneously in the respective states of organization for non-Delaware Loan Parties:

Each of these filings will be made with the Secretary of State (or equivalent filing office) of the applicable state of organization, consistent with UCC § 9-301(1) and § 9-307(e).

8. Termination of Prior Liens

In connection with the refinancing of the existing credit facilities, UCC-3 Termination Statements will be filed on or about March 31, 2025, to terminate all existing UCC-1 Financing Statements in favor of Atlas Meridian Bank, N.A. (the agent under the prior credit facility being refinanced with the proceeds of the Term Loan B) across all filing jurisdictions, including the State of Delaware. Lien search reports dated within thirty (30) days prior to the closing date have been obtained for each Loan Party in its state of organization and, where applicable, in additional jurisdictions. The lien search for Nexford Coatings & Surface Technologies, Inc. in Delaware reflected the following existing UCC-1 filings to be terminated:

(a) UCC-1 filing by Atlas Meridian Bank, N.A., as Collateral Agent, filed on January 17, 2019, Delaware Secretary of State file number to be confirmed from the lien search report;

(b) UCC-1 filing by Atlas Meridian Bank, N.A., as Collateral Agent (continuation statement filed), filed on or about January 2024, Delaware Secretary of State file number to be confirmed from the lien search report.

Authorization to file UCC-3 Termination Statements has been obtained from Atlas Meridian Bank, N.A. as a condition to closing. Copies of payoff letters and lien release authorizations are maintained in the closing binder.

9. Responsible Attorneys

Lead Associate: Marcus Leung, Calderwood & Harkness LLP

Working Associate: Sophie Tremblay, Calderwood & Harkness LLP (filing coordination and filing office acknowledgment recipient)

Responsible Partner: Claudia Merritt, Calderwood & Harkness LLP

All UCC filings are subject to review and approval by Claudia Merritt prior to submission to the applicable filing offices. Drafts of all thirteen UCC-1 Financing Statements were circulated to Ms. Merritt on March 25, 2025, and final approval was received on March 27, 2025.

10. Review and Approval Log

— END OF UCC-1 FINANCING STATEMENT AND ADMINISTRATIVE NOTES —

CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGED Calderwood & Harkness LLP	425 Lexington Avenue	New York, NY 10017 Matter No. 1005-00001	Billing Code: IBL-NIH-2025-031 © 2025 Calderwood & Harkness LLP. All rights reserved.
Entity	Entity Type	DE File No.
Nexford Industrial Holdings Inc.	Corporation	5765432
Granite Peak NIH Holdings, LLC	Limited Liability Company	7234891
Nexford Precision Components, Inc.	Corporation	To be confirmed
Nexford Engineered Systems, LLC	Limited Liability Company	To be confirmed
Nexford Properties, LLC	Limited Liability Company	To be confirmed
Nexford International Holdings, Inc.	Corporation	To be confirmed
Entity	Filing State	Entity Type
Nexford Manufacturing Services, LLC	Illinois	Limited Liability Company
Clearfield Tool & Die, Inc.	Pennsylvania	Corporation
Summit Industrial Fabrication Co.	South Carolina	Corporation
Ridgepoint Specialty Coatings, LLC	Texas	Limited Liability Company
Lakeshore Precision Engineering, Inc.	Michigan	Corporation
Date	Action	Person
March 20, 2025	Lien search reports received for all 13 Loan Parties	Sophie Tremblay
March 22, 2025	Initial drafts of all 13 UCC-1 Financing Statements prepared	Sophie Tremblay
March 23, 2025	Review of collateral description against Security Agreement	Marcus Leung
March 24, 2025	Entity information confirmed against Delaware Secretary of State and applicable state records	Sophie Tremblay
March 25, 2025	Drafts circulated to Claudia Merritt for partner review	Marcus Leung
March 27, 2025	Final approval received from Claudia Merritt	Claudia Merritt
March 28, 2025	Filing authorized upon confirmation of closing and funding	Marcus Leung

UCC FINANCING STATEMENT
(Form UCC1)
Filed with the Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, DE 19901
Date Prepared: March 28, 2025
CUSIP Reference: 65432X AA1 (Term Loan B)
C&H Matter Number: 1005-00001
This Financing Statement is to be filed on or promptly after the closing date of March 28, 2025, in connection with the Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto, providing for a $1,400,000,000 Senior Secured Term Loan B facility.
UCC FINANCING STATEMENT — FORM UCC1
Box 1 — DEBTOR INFORMATION (Organization)
1a. Organization's Name:
Nexford Coatings & Surface Technologies, Inc.
1b. Mailing Address:
9100 Westpark Industrial Boulevard
1c. City:
Houston
1d. State:
TX
1e. Zip Code:
77063
1f. Country:
United States
1g. Tax ID / EIN:
To be confirmed by Borrower prior to filing. The EIN of Nexford Coatings & Surface Technologies, Inc. shall be inserted in this field upon receipt of confirmation from the Borrower's tax department or counsel.
1h. Type of Organization:
Corporation
1i. Jurisdiction of Organization:
Delaware
1j. Organizational Identification Number:
To be confirmed. The Delaware file number for Nexford Coatings & Surface Technologies, Inc. shall be obtained from the records of the Delaware Secretary of State and inserted prior to filing. The filing jurisdiction is the Delaware Secretary of State, as Nexford Coatings & Surface Technologies, Inc. is a corporation organized under the laws of the State of Delaware.
Box 2 — ADDITIONAL DEBTOR
Not applicable. This is a single debtor filing. No additional debtor is listed on this Financing Statement.
Box 3 — SECURED PARTY INFORMATION
3a. Organization's Name:
Crescent Harbor Bank, N.A., as Collateral Agent
3b. Mailing Address:
320 Federal Street
3c. City:
Boston
3d. State:
MA
3e. Zip Code:
02110
3f. Country:
United States
Capacity Note:
Crescent Harbor Bank, N.A. is named as the Secured Party in its capacity as Collateral Agent under that certain Credit Agreement dated as of March 28, 2025 (as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation, as Borrower, the Guarantors party thereto from time to time, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto from time to time. The Collateral Agent is acting for the benefit of the Secured Parties as defined in the Credit Agreement and the Security Agreement dated as of March 28, 2025, among the Grantors party thereto and Crescent Harbor Bank, N.A., as Collateral Agent (the "Security Agreement").
Box 4 — COLLATERAL DESCRIPTION
The collateral covered by this Financing Statement consists of the following:
All personal property of the Debtor, whether now owned or hereafter acquired, wherever located, and all proceeds and products thereof, including, without limitation, all of the Debtor's right, title, and interest in and to the following, in each case whether now existing or hereafter arising or acquired:
(a) all accounts, accounts receivable, and all rights to payment for goods sold, leased, licensed, assigned, or otherwise disposed of, or for services rendered, whether or not earned by performance;
(b) all inventory, including, without limitation, all goods held for sale or lease, all raw materials, work-in-process, finished goods, supplies, and materials used or consumed in the Debtor's business, and all goods returned to or repossessed by the Debtor;
(c) all equipment, including, without limitation, all machinery, tools, furniture, fixtures (to the extent constituting personal property), vehicles (other than titled motor vehicles excluded pursuant to the Security Agreement), and other tangible personal property used in the Debtor's business;
(d) all general intangibles, including, without limitation, all payment intangibles, software, customer lists, goodwill, tax refunds, contract rights, rights under franchise agreements, rights under license agreements, rights under supply agreements, rights under partnership agreements, rights under limited liability company agreements, and all other intangible personal property of every kind and nature;
(e) all intellectual property, including, without limitation, all patents, patent applications, patent licenses, and rights to apply for patents in the United States and in all foreign countries, all inventions and improvements described and claimed therein, all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof; all trademarks, trademark registrations, trademark applications, service marks, service mark registrations, service mark applications, trade names, trade dress, domain names, and goodwill associated therewith and symbolized thereby, together with all registrations, renewals, and extensions thereof; all copyrights, copyright registrations, copyright applications, and all renewals, extensions, restorations, and reversions thereof; all trade secrets, know-how, proprietary information, technology, methods, processes, formulas, and designs; and all licenses of or under any of the foregoing;
(f) all deposit accounts, including, without limitation, all demand, time, savings, passbook, and similar accounts maintained with any bank, savings and loan association, credit union, or other depository institution;
(g) all securities accounts, investment property, and financial assets, including, without limitation, all certificated and uncertificated securities, all security entitlements, all securities held in securities accounts, all commodity contracts, all commodity accounts, and all other investment property, in each case whether held directly or through a financial intermediary;
(h) all instruments, including, without limitation, all promissory notes, drafts, checks, certificates of deposit, and other evidences of indebtedness, whether negotiable or non-negotiable;
(i) all chattel paper, including, without limitation, all electronic chattel paper and all tangible chattel paper, and all rights arising therefrom;
(j) all letter-of-credit rights, including, without limitation, all rights to payment and performance under letters of credit, whether or not the Debtor is the beneficiary thereof;
(k) all commercial tort claims, as identified in the Security Agreement and as hereafter identified in accordance with the terms of the Security Agreement;
(l) all documents, including, without limitation, all bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods, and all other documents of title, whether negotiable or non-negotiable;
(m) all supporting obligations, including, without limitation, all letters of credit, guarantees, and other secondary obligations supporting or securing the payment or performance of any of the foregoing;
(n) all fixtures, to the extent constituting personal property under Article 9 of the Uniform Commercial Code;
(o) all money, cash, and cash equivalents;
(p) all goods, including, without limitation, all consumer goods, farm products, and other goods of every kind and description;
(q) all books and records, ledgers, files, correspondence, documents, instruments, papers, computer programs, tapes, disks, and related data processing software relating to any of the foregoing or to the operation of the Debtor's business; and
(r) all proceeds and products of any and all of the foregoing (including, without limitation, all insurance proceeds, condemnation awards, and all other payments made to the Debtor as indemnity or compensation for any loss or diminution in value of any of the foregoing, and all proceeds of proceeds), and to the extent not otherwise included, all (A) payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warranty, or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing, (B) cash, and (C) other property.
Note: This collateral description is intended to track the broadest permissible language under Article 9 of the Uniform Commercial Code and is consistent with the collateral description set forth in the Security Agreement dated as of March 28, 2025, executed by the Debtor, as a Subsidiary Guarantor and Grantor, in favor of Crescent Harbor Bank, N.A., as Collateral Agent. Certain assets are excluded from the Collateral under the terms of the Security Agreement, including (i) motor vehicles with an individual book value of less than $250,000, (ii) letter-of-credit rights where the face amount is less than $1,000,000, (iii) commercial tort claims where the amount in controversy is less than $2,500,000, and (iv) assets where the cost or burden of creating, perfecting, or maintaining a security interest therein would be excessive in relation to the benefit afforded to the Secured Parties thereby. These exclusions are governed solely by the Security Agreement and are not separately referenced in this UCC-1 Financing Statement. In the event of any conflict between this collateral description and the Security Agreement, the terms of the Security Agreement shall control.
Box 5 — CHECK BOXES / ALTERNATIVE DESIGNATIONS
Timber to be cut / As-extracted collateral / Fixtures: Not checked. This Financing Statement does not cover timber to be cut, as-extracted collateral, or fixtures requiring a fixture filing. No real-property-related collateral filing is made pursuant to this Financing Statement. Fixture filings will be addressed separately in connection with the Mortgages to be recorded as post-closing deliverables by April 30, 2025, in the following jurisdictions:
• Cook County, Illinois
• Winnebago County, Illinois
• Greenville County, South Carolina
• Harris County, Texas
Debtor is a transmitting utility: Not checked. The Debtor is not a transmitting utility as defined under UCC § 9-102(a)(81).
Agricultural lien: Not checked. This Financing Statement does not relate to an agricultural lien.
Fixture filing: Not checked. This Financing Statement is not filed as a fixture filing.
Box 6 — OPTIONAL FILER REFERENCE DATA
Filer Reference: Calderwood & Harkness LLP, Matter No. 1005-00001
Billing Code: IBL-NIH-2025-031
Transaction Reference: $1,400,000,000 Senior Secured Term Loan B — Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto
Box 7 — FILING OFFICE COPY / ACKNOWLEDGMENT
Return acknowledgment copy to:
Calderwood & Harkness LLP
Attn: Sophie Tremblay
425 Lexington Avenue New York, NY 10017
Alternative: Electronic filing confirmation to be transmitted via the Delaware Secretary of State's electronic filing system to the Calderwood & Harkness LLP deal team at the email address on file with the filing service provider.
FILING CONTEXT AND ADMINISTRATIVE NOTES
Internal Use Only — Not Part of the UCC-1 Financing Statement Privileged and Confidential — Attorney Work Product
1. Transaction Context
This UCC-1 Financing Statement is one of thirteen (13) UCC-1 Financing Statements being filed simultaneously at or promptly following the closing on March 28, 2025, to perfect the first-priority security interest granted by each Loan Party under the Security Agreement dated as of March 28, 2025, in connection with the $1,400,000,000 Senior Secured Term Loan B facility provided pursuant to the Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc. ("NIH"), as Borrower, the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto. The Term Loan B facility is anticipated to bear a CUSIP identifier of 65432X AA1.
The filing of these UCC-1 Financing Statements is a condition precedent to the effectiveness of the Credit Agreement and the funding of the Term Loan B facility on the closing date. Counsel for the Collateral Agent will require delivery of stamped or electronically acknowledged copies of all thirteen UCC-1 filings as part of the closing deliverable set.
2. Debtor Entity Details
Nexford Coatings & Surface Technologies, Inc. ("NCST") is a corporation organized and existing under the laws of the State of Delaware. NCST is a direct, wholly-owned subsidiary of Nexford Industrial Holdings Inc. NCST has been identified as a "Subsidiary Guarantor" under the Guarantee Agreement dated as of March 28, 2025, among the Guarantors party thereto and Crescent Harbor Bank, N.A., as Administrative Agent, and is a "Grantor" under the Security Agreement.
NCST's exact legal name, as reflected in its Certificate of Incorporation filed with the Delaware Secretary of State, is "Nexford Coatings & Surface Technologies, Inc." The UCC-1 Financing Statement reflects this exact legal name in box 1a, as required by UCC § 9-503(a)(1) for registered organizations.
3. Business Segment
NCST operates Nexford's Industrial Coatings & Surface Technologies business segment, which accounts for approximately 17% of Nexford's consolidated last-twelve-months ("LTM") revenue of approximately $2,100,000,000. The segment specializes in the development, manufacture, and distribution of advanced industrial coatings, surface treatment chemicals, protective finishes, and related specialty products for aerospace, automotive, energy, and general industrial end markets. NCST's principal facility is located at 9100 Westpark Industrial Boulevard, Houston, TX 77063, which includes manufacturing operations, research and development laboratories, warehousing, and administrative offices.
4. Acquisition History and Mortgaged Property
NCST was part of the original Nexford platform at the time of the leveraged acquisition by Granite Peak Capital Partners ("Granite Peak") in January 2019. NCST has been continuously owned by NIH since that date and has not undergone any change in legal name, state of organization, or organizational structure since the original acquisition.
The Houston facility at 9100 Westpark Industrial Boulevard, Houston, TX 77063, is one of four mortgaged properties identified in the Credit Agreement and the Security Agreement. The Houston facility has been appraised at a current fair market value of approximately $28,000,000. A Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing covering the Houston facility will be recorded in the real property records of Harris County, Texas, as a post-closing deliverable. Pursuant to Section 6.14 of the Credit Agreement, all such mortgage recordings shall be completed no later than April 30, 2025, which is the thirty-third (33rd) day following the closing date.
5. Filing Jurisdiction Rationale
This UCC-1 Financing Statement is filed with the Delaware Secretary of State because the Debtor, Nexford Coatings & Surface Technologies, Inc., is organized as a corporation under the laws of the State of Delaware. Under UCC § 9-301(1), the local law of the jurisdiction in which the debtor is located governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral. Under UCC § 9-307(e), a registered organization organized under the law of a state is located in that state. Accordingly, because NCST is a Delaware corporation, the proper filing jurisdiction for perfection of a security interest in NCST's personal property by filing is the State of Delaware.
The filing office for centralized UCC filings in the State of Delaware is the Delaware Secretary of State, Division of Corporations, located at the John G. Townsend Building, 401 Federal Street, Suite 4, Dover, DE 19901. The filing will be submitted electronically through the Delaware Secretary of State's authorized electronic filing portal.
6. Companion Filings — Delaware
The following UCC-1 Financing Statements are being filed simultaneously in Delaware for the other Delaware-organized Loan Parties:
All Delaware companion filings name Crescent Harbor Bank, N.A., as Collateral Agent, as the Secured Party and contain collateral descriptions substantially identical to the collateral description set forth in box 4 of this Financing Statement, subject to entity-specific modifications as required.
7. Companion Filings — Non-Delaware Jurisdictions
The following UCC-1 Financing Statements are being filed simultaneously in the respective states of organization for non-Delaware Loan Parties:
Each of these filings will be made with the Secretary of State (or equivalent filing office) of the applicable state of organization, consistent with UCC § 9-301(1) and § 9-307(e).
8. Termination of Prior Liens
In connection with the refinancing of the existing credit facilities, UCC-3 Termination Statements will be filed on or about March 31, 2025, to terminate all existing UCC-1 Financing Statements in favor of Atlas Meridian Bank, N.A. (the agent under the prior credit facility being refinanced with the proceeds of the Term Loan B) across all filing jurisdictions, including the State of Delaware. Lien search reports dated within thirty (30) days prior to the closing date have been obtained for each Loan Party in its state of organization and, where applicable, in additional jurisdictions. The lien search for Nexford Coatings & Surface Technologies, Inc. in Delaware reflected the following existing UCC-1 filings to be terminated:
(a) UCC-1 filing by Atlas Meridian Bank, N.A., as Collateral Agent, filed on January 17, 2019, Delaware Secretary of State file number to be confirmed from the lien search report;
(b) UCC-1 filing by Atlas Meridian Bank, N.A., as Collateral Agent (continuation statement filed), filed on or about January 2024, Delaware Secretary of State file number to be confirmed from the lien search report.
Authorization to file UCC-3 Termination Statements has been obtained from Atlas Meridian Bank, N.A. as a condition to closing. Copies of payoff letters and lien release authorizations are maintained in the closing binder.
9. Responsible Attorneys
Lead Associate: Marcus Leung, Calderwood & Harkness LLP
Working Associate: Sophie Tremblay, Calderwood & Harkness LLP (filing coordination and filing office acknowledgment recipient)
Responsible Partner: Claudia Merritt, Calderwood & Harkness LLP
All UCC filings are subject to review and approval by Claudia Merritt prior to submission to the applicable filing offices. Drafts of all thirteen UCC-1 Financing Statements were circulated to Ms. Merritt on March 25, 2025, and final approval was received on March 27, 2025.
10. Review and Approval Log
— END OF UCC-1 FINANCING STATEMENT AND ADMINISTRATIVE NOTES —
CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGED Calderwood & Harkness LLP | 425 Lexington Avenue | New York, NY 10017 Matter No. 1005-00001 | Billing Code: IBL-NIH-2025-031 © 2025 Calderwood & Harkness LLP. All rights reserved.
Entity | Entity Type | DE File No.
Nexford Industrial Holdings Inc. | Corporation | 5765432
Granite Peak NIH Holdings, LLC | Limited Liability Company | 7234891
Nexford Precision Components, Inc. | Corporation | To be confirmed
Nexford Engineered Systems, LLC | Limited Liability Company | To be confirmed
Nexford Properties, LLC | Limited Liability Company | To be confirmed
Nexford International Holdings, Inc. | Corporation | To be confirmed
Entity | Filing State | Entity Type
Nexford Manufacturing Services, LLC | Illinois | Limited Liability Company
Clearfield Tool & Die, Inc. | Pennsylvania | Corporation
Summit Industrial Fabrication Co. | South Carolina | Corporation
Ridgepoint Specialty Coatings, LLC | Texas | Limited Liability Company
Lakeshore Precision Engineering, Inc. | Michigan | Corporation
Date | Action | Person
March 20, 2025 | Lien search reports received for all 13 Loan Parties | Sophie Tremblay
March 22, 2025 | Initial drafts of all 13 UCC-1 Financing Statements prepared | Sophie Tremblay
March 23, 2025 | Review of collateral description against Security Agreement | Marcus Leung
March 24, 2025 | Entity information confirmed against Delaware Secretary of State and applicable state records | Sophie Tremblay
March 25, 2025 | Drafts circulated to Claudia Merritt for partner review | Marcus Leung
March 27, 2025 | Final approval received from Claudia Merritt | Claudia Merritt
March 28, 2025 | Filing authorized upon confirmation of closing and funding | Marcus Leung

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