1005-00001 · Nexford Industrial Holdings · UCC Filings

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UCC FINANCING STATEMENT

(Form UCC1)

Filed Pursuant to the Uniform Commercial Code — Revised Article 9

Date Prepared: March 28, 2025

Filing Office:

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

This filing is made pursuant to, and to perfect the security interests granted under, the Security Agreement dated as of March 28, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), among the Debtor, the other grantors party thereto, and the Secured Party, as Collateral Agent, in connection with the Credit Agreement dated as of March 28, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), 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.

UCC FINANCING STATEMENT — FORM UCC1

Box 1 — DEBTOR

1a. Organization's Name:

Nexford Industrial Holdings Inc.

1b. Mailing Address:

1400 Industrial Parkway

1c. City:. Schaumburg

1d. State:. IL (Illinois)

1e. Postal Code:

60173

1f. Country:. United States

1g. Tax ID / EIN:

36-4178552

1h. Type of Organization:

Corporation

1i. Jurisdiction of Organization:

Delaware

1j. Organizational Identification Number:

DE File No. 5765432

Box 2 — SECURED PARTY

2a. Organization's Name:

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

2b. Mailing Address:

320 Federal Street

2c. City:. Boston

2d. State:. MA (Massachusetts)

2e. Postal Code:

02110

2f. Country:. United States

Box 3 — ADDITIONAL SECURED PARTY / ASSIGNEE

Not applicable. No assignee has been designated at the time of this filing.

Box 4 — COLLATERAL DESCRIPTION

The collateral secured by this Financing Statement consists of all right, title, and interest of the Debtor, whether now owned or hereafter acquired, wherever located, in and to each of the following (collectively, the "Collateral"):

1. Accounts. All accounts, including, without limitation, all accounts receivable, health-care-insurance receivables, and all rights to payment for goods sold, leased, licensed, assigned, or otherwise disposed of, or for services rendered or to be rendered, whether or not yet earned by performance, and all rights associated therewith, including the right to all merchandise returned to or reclaimed by the Debtor with respect thereto.

2. Chattel Paper. All chattel paper, including, without limitation, all electronic chattel paper and all tangible chattel paper, and all rights arising thereunder.

3. Deposit Accounts. All deposit accounts, including, without limitation, all demand, time, savings, passbook, and similar accounts maintained with any bank or financial institution, and all monies, cash, and cash equivalents on deposit therein or credited thereto.

4. Documents. 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.

5. Equipment. All equipment, including, without limitation, all machinery, tools, dies, molds, jigs, patterns, furniture, furnishings, fixtures, vehicles (including motor vehicles, trailers, and rolling stock), computer hardware and peripherals, telecommunications equipment, and all other tangible personal property (other than inventory) of every kind and description, together with all accessions, additions, attachments, parts, components, improvements, replacements, and substitutions thereto and therefor.

6. General Intangibles. All general intangibles, including, without limitation:

(a) all payment intangibles;

(b) all software, including all computer programs and all supporting information provided in connection therewith;

(c) all intellectual property, including, without limitation, all patents, patent applications, and patent licenses; all trademarks, trademark registrations, trademark applications, service marks, service mark registrations, service mark applications, trade names, trade dress, and all goodwill associated therewith; all copyrights, copyright registrations, copyright applications, and copyright licenses; all trade secrets, proprietary information, know-how, formulae, processes, methods, techniques, and designs; and all license agreements, franchise agreements, and all other agreements relating to any of the foregoing;

(d) all customer lists, supplier lists, distribution networks, marketing materials, and business records;

(e) all rights under or arising out of contracts, agreements, instruments, and other arrangements with respect to the use, license, sublicense, assignment, or other grant of rights relating to any of the foregoing;

(f) all causes of action, claims, and rights to receive tax refunds, insurance proceeds, and other sums of money;

(g) all rights under warranties and indemnities; and

(h) all other general intangibles of every kind and description.

7. Goods. All goods, including, without limitation, all inventory, equipment, farm products, and fixtures, and all accessions thereto and products thereof.

8. Instruments. All instruments, including, without limitation, all promissory notes, drafts, bills of exchange, intercompany notes, and all other negotiable or non-negotiable instruments and all rights arising thereunder.

9. Inventory. All inventory, including, without limitation, all raw materials, work-in-process, semi-finished goods, finished goods, goods held for sale or lease, goods furnished or to be furnished under contracts of service, and all materials and supplies of every kind, nature, and description used or usable in connection with the manufacture, packing, shipping, advertising, selling, leasing, or furnishing of such goods, and all documents of title representing any of the foregoing.

10. Investment Property. All investment property, including, without limitation, all securities (whether certificated or uncertificated), security entitlements, securities accounts, commodity contracts, and commodity accounts, and all financial assets and other rights and property held in or credited to any securities account or commodity account.

11. Letter-of-Credit Rights. All letter-of-credit rights, including, without limitation, all rights to payment and performance under any letter of credit, whether or not the Debtor is the beneficiary thereof.

12. Money. All money, in whatever form, including cash, cash equivalents, and funds on deposit with any financial institution.

13. Commercial Tort Claims. All commercial tort claims, as identified in the Security Agreement or any supplement, amendment, or joinder thereto, including those commercial tort claims listed on the schedules to the Security Agreement as in effect on the date hereof and as supplemented from time to time in accordance with the terms thereof.

14. Supporting Obligations. All supporting obligations, including, without limitation, all letters of credit, guaranties, suretyship agreements, and other secondary obligations that support the payment or performance of any of the Collateral described herein.

15. Equity Interests. All equity interests in each direct domestic subsidiary of the Debtor, representing one hundred percent (100%) of the issued and outstanding equity interests in each such domestic subsidiary, and all equity interests in each first-tier foreign subsidiary of the Debtor, representing sixty-five percent (65%) of the issued and outstanding voting equity interests and one hundred percent (100%) of the issued and outstanding non-voting equity interests in each such first-tier foreign subsidiary, together with all certificates, instruments, and agreements representing or evidencing such equity interests, all options, warrants, rights, and other agreements to acquire such equity interests, and all dividends, distributions, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of, or in exchange for, any or all of such equity interests.

16. Books and Records. All books, records, ledger cards, files, correspondence, customer lists, blueprints, technical documentation, computer programs, tapes, disks, and other electronic data and materials relating to any and all of the foregoing Collateral.

17. Proceeds and Products. All proceeds and products of any and all of the foregoing Collateral, in whatever form, including, without limitation:

(a) all cash proceeds, including all monies, checks, deposit accounts, and other forms of money or currency;

(b) all non-cash proceeds, including all chattel paper, instruments, documents, accounts, and general intangibles arising from the sale, lease, exchange, collection, or other disposition of any of the foregoing;

(c) all insurance proceeds arising from or relating to the foregoing Collateral, including all rights to payment under any insurance policy insuring against loss or damage to any of the foregoing, whether or not the Debtor or the Secured Party is the loss payee thereof;

(d) all claims against third parties for loss of, damage to, or destruction of any or all of the foregoing; and

(e) all other proceeds and products of the foregoing, of every kind and description.

IMPORTANT NOTICE REGARDING SCOPE OF FILING:

This Financing Statement covers all assets of the Debtor, whether now owned or hereafter acquired, wherever located, together with all accessions to, substitutions for, and replacements, proceeds, insurance proceeds, and products of any of the foregoing. This filing is made to perfect the first-priority security interest of the Secured Party, as Collateral Agent, under and pursuant to that certain Security Agreement dated as of March 28, 2025, and that certain 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. The description of the Collateral set forth herein shall not be deemed to limit or modify in any respect the description of the Collateral set forth in the Security Agreement. In the event of any conflict between the description of Collateral contained herein and the description of Collateral contained in the Security Agreement, the description in the Security Agreement shall control.

Box 5 — CHECK BOXES / ALTERNATIVE DESIGNATIONS

5a. Transmitting Utility Designation:

Debtor is a Transmitting Utility — NOT CHECKED

5b. Alternative Designations (check only if applicable in the state of filing):

This Financing Statement covers timber to be cut — NOT CHECKED

This Financing Statement covers as-extracted collateral — NOT CHECKED

This Financing Statement is filed as a fixture filing — NOT CHECKED

Note: Separate fixture filings for each of the Debtor's mortgaged properties will be made in connection with the recording of the mortgages and deeds of trust as post-closing deliverables, which are due on or before April 30, 2025, in the following jurisdictions: (i) Cook County, Illinois; (ii) Winnebago County, Illinois; (iii) Greenville County, South Carolina; and (iv) Harris County, Texas. Such fixture filings will be prepared and filed by local counsel in each applicable jurisdiction in coordination with Calderwood & Harkness LLP.

Box 6 — ADDITIONAL INFORMATION / OPTIONAL FILER REFERENCE DATA

FILING FEE AND INSTRUCTIONS

The standard filing fee of the Delaware Secretary of State for a UCC-1 Financing Statement applies and shall be remitted in accordance with the Delaware Secretary of State's fee schedule in effect at the time of filing.

This Financing Statement is being filed electronically via the Delaware Secretary of State's online filing system, or alternatively through an authorized filing agent designated by Calderwood & Harkness LLP.

An acknowledgment copy of this Financing Statement, together with the file-stamped filing receipt reflecting the date and time of filing, the filing number assigned by the Delaware Secretary of State, and any other information included in the filing office's acknowledgment, is requested to be returned to:

Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017

Attention: Sophie Tremblay

AUTHORIZATION

This Financing Statement is authorized by the Debtor, Nexford Industrial Holdings Inc., pursuant to Section 9.2 of the Security Agreement dated as of March 28, 2025, by and among the Debtor, the other grantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent. Pursuant to Section 9-509(b) of Revised Article 9 of the Uniform Commercial Code as adopted in the State of Delaware (Del. Code Ann. tit. 6, § 9-509(b)), no separate signature of the Debtor is required on the UCC-1 Financing Statement where the Debtor has authorized the filing of a financing statement in an authenticated security agreement. The Security Agreement expressly authorizes the Secured Party (or its agents or designees) to file this Financing Statement and any continuation statements, amendments, and other filings related hereto without the signature of the Debtor.

Filer Contact Information:

Sophie Tremblay Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-3700

Email: stremblay@calderwoodharkness.com

INTERNAL COVER MEMORANDUM

(Appended for File Purposes Only — Not for Filing)

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

March 28, 2025

FROM: Sophie Tremblay, Calderwood & Harkness LLP

TO: Transaction File — C&H Matter No. 1005-00001

RE: UCC-1 Financing Statement Filing — Nexford Industrial Holdings Inc. (1 of 13)

This memorandum confirms that the attached UCC-1 Financing Statement is one of a series of thirteen (13) UCC-1 Financing Statements being filed on March 28, 2025, in connection with the closing of the $1,400,000,000 Senior Secured Term Loan B facility (the "Facility") provided pursuant to the Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (the "Collateral Agent"), and the Lenders party thereto.

UCC-1 Filings — Summary

A separate UCC-1 Financing Statement is being filed for each Loan Party in such Loan Party's jurisdiction of organization, as follows:

This Filing. This filing covers Nexford Industrial Holdings Inc. (a Delaware corporation, DE File No. 5765432) as Debtor. The Secured Party on this and all other UCC-1 filings is Crescent Harbor Bank, N.A., as Collateral Agent, located at 320 Federal Street, Boston, MA 02110.

UCC-3 Termination Statements — Prior Lien Release

In connection with the refinancing of the Borrower's prior credit facility, UCC-3 Termination Statements terminating all existing UCC-1 Financing Statements filed in favor of Atlas Meridian Bank, N.A. (as collateral agent under the prior credit agreement) are to be filed on March 31, 2025, as post-closing items under the Credit Agreement. The three-day grace period for such filings was agreed to among the parties to permit the prior administrative agent to process payoff and release documentation. Calderwood & Harkness LLP is coordinating directly with counsel to Atlas Meridian Bank, N.A. (Whitfield & Crane LLP) to ensure that all UCC-3 Termination Statements are filed in the relevant jurisdictions no later than March 31, 2025.

Cross-References. This memorandum and the attached UCC-1 Financing Statement should be cross-referenced to the following items in the Transaction File:

• Closing Checklist / Conditions Precedent Tracker: Item Nos. 4.01(j)(i) through 4.01(j)(xiii) (UCC-1 filings for each Loan Party)

• Closing Agenda: Item No. 7.3 (UCC-1 Financing Statements — Initial Filings)

• Post-Closing Letter: Item Nos. 2(a) through 2(m) (UCC-3 Termination Statements for Atlas Meridian Bank, N.A. filings); Item Nos. 3(a) through 3(d) (Fixture filings in Cook County, IL; Winnebago County, IL; Greenville County, SC; and Harris County, TX)

• Security Agreement: Dated as of March 28, 2025 (Closing Agenda Item No. 3.2)

• Credit Agreement: Dated as of March 28, 2025 (Closing Agenda Item No. 2.1)

Filing Logistics. All Delaware UCC-1 filings (Nos. 1, 2, 3, 4, 7, 8, and 11 above) are being submitted electronically via the Delaware Secretary of State's online filing portal. The Illinois, South Carolina, and Texas filings (Nos. 5, 6, 9, 10, and 12 above) are being submitted through Pemberton Industries ("Fenmore Health IT") as authorized filing agent in each jurisdiction.

Acknowledgment copies and filing receipts for all thirteen UCC-1 filings should be directed to my attention at the address below and will be circulated to the deal team, the Collateral Agent, and the Borrower upon receipt.

Calderwood & Harkness LLP

By: ________

Sophie Tremblay Associate, Finance & Restructuring Practice Group 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-3700

Email: stremblay@calderwoodharkness.com

cc: Marcus Leung, Calderwood & Harkness LLP (Partner, C&H Matter No. 1005-00001) Jennifer Aldrich, Crescent Harbor Bank, N.A. (Vice President, Loan Operations) David Ostrowski, Nexford Industrial Holdings Inc. (General Counsel) Transaction File

This document and the internal cover memorandum appended hereto contain information that is privileged, confidential, and subject to attorney-client privilege and work product protection. This document is intended solely for the use of the addressees and authorized recipients. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.

Field	Data
C&H Matter No.	1005-00001
Anticipated CUSIP	65432X AA1
Anticipated LoanX ID	LX-234567
Transaction Reference	$1,400,000,000 Senior Secured Term Loan B — Nexford Industrial Holdings Inc.
Filing Prepared By	Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017; Attention: Marcus Leung / Sophie Tremblay
Return Acknowledgment Copy To	Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017; Attention: Sophie Tremblay
No.	Debtor (Loan Party)	Jurisdiction of Organization	Filing Office
1	Nexford Industrial Holdings Inc.	Delaware	DE Secretary of State
2	Granite Peak NIH Holdings LLC	Delaware	DE Secretary of State
3	Nexford Precision Components Inc. ("NPC")	Delaware	DE Secretary of State
4	Nexford Engineered Systems LLC ("NES")	Delaware	DE Secretary of State
5	Nexford Coating & Surface Technologies Inc. ("NCST")	Illinois	IL Secretary of State
6	Nexford Manufacturing Services LLC ("NMS")	Illinois	IL Secretary of State
7	Nexford Properties LLC ("NP LLC")	Delaware	DE Secretary of State
8	NIH International Holdings Inc. ("NIH Intl")	Delaware	DE Secretary of State
9	Clearfield Industrial Corp.	South Carolina	SC Secretary of State
10	Summit Machining Technologies Inc.	Texas	TX Secretary of State
11	Ridgepoint Thermal Systems LLC	Delaware	DE Secretary of State
12	Lakeshore Assembly Solutions Inc.	Illinois	IL Secretary of State
13	Reserved for additional Loan Parties, if any, joining as Guarantors on the Closing Date	—	—

UCC FINANCING STATEMENT
(Form UCC1)
Filed Pursuant to the Uniform Commercial Code — Revised Article 9
Date Prepared: March 28, 2025
Filing Office:
Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
This filing is made pursuant to, and to perfect the security interests granted under, the Security Agreement dated as of March 28, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Security Agreement"), among the Debtor, the other grantors party thereto, and the Secured Party, as Collateral Agent, in connection with the Credit Agreement dated as of March 28, 2025 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), 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.
UCC FINANCING STATEMENT — FORM UCC1
Box 1 — DEBTOR
1a. Organization's Name:
Nexford Industrial Holdings Inc.
1b. Mailing Address:
1400 Industrial Parkway
1c. City:. Schaumburg
1d. State:. IL (Illinois)
1e. Postal Code:
60173
1f. Country:. United States
1g. Tax ID / EIN:
36-4178552
1h. Type of Organization:
Corporation
1i. Jurisdiction of Organization:
Delaware
1j. Organizational Identification Number:
DE File No. 5765432
Box 2 — SECURED PARTY
2a. Organization's Name:
Crescent Harbor Bank, N.A., as Collateral Agent
2b. Mailing Address:
320 Federal Street
2c. City:. Boston
2d. State:. MA (Massachusetts)
2e. Postal Code:
02110
2f. Country:. United States
Box 3 — ADDITIONAL SECURED PARTY / ASSIGNEE
Not applicable. No assignee has been designated at the time of this filing.
Box 4 — COLLATERAL DESCRIPTION
The collateral secured by this Financing Statement consists of all right, title, and interest of the Debtor, whether now owned or hereafter acquired, wherever located, in and to each of the following (collectively, the "Collateral"):
1. Accounts. All accounts, including, without limitation, all accounts receivable, health-care-insurance receivables, and all rights to payment for goods sold, leased, licensed, assigned, or otherwise disposed of, or for services rendered or to be rendered, whether or not yet earned by performance, and all rights associated therewith, including the right to all merchandise returned to or reclaimed by the Debtor with respect thereto.
2. Chattel Paper. All chattel paper, including, without limitation, all electronic chattel paper and all tangible chattel paper, and all rights arising thereunder.
3. Deposit Accounts. All deposit accounts, including, without limitation, all demand, time, savings, passbook, and similar accounts maintained with any bank or financial institution, and all monies, cash, and cash equivalents on deposit therein or credited thereto.
4. Documents. 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.
5. Equipment. All equipment, including, without limitation, all machinery, tools, dies, molds, jigs, patterns, furniture, furnishings, fixtures, vehicles (including motor vehicles, trailers, and rolling stock), computer hardware and peripherals, telecommunications equipment, and all other tangible personal property (other than inventory) of every kind and description, together with all accessions, additions, attachments, parts, components, improvements, replacements, and substitutions thereto and therefor.
6. General Intangibles. All general intangibles, including, without limitation:
(a) all payment intangibles;
(b) all software, including all computer programs and all supporting information provided in connection therewith;
(c) all intellectual property, including, without limitation, all patents, patent applications, and patent licenses; all trademarks, trademark registrations, trademark applications, service marks, service mark registrations, service mark applications, trade names, trade dress, and all goodwill associated therewith; all copyrights, copyright registrations, copyright applications, and copyright licenses; all trade secrets, proprietary information, know-how, formulae, processes, methods, techniques, and designs; and all license agreements, franchise agreements, and all other agreements relating to any of the foregoing;
(d) all customer lists, supplier lists, distribution networks, marketing materials, and business records;
(e) all rights under or arising out of contracts, agreements, instruments, and other arrangements with respect to the use, license, sublicense, assignment, or other grant of rights relating to any of the foregoing;
(f) all causes of action, claims, and rights to receive tax refunds, insurance proceeds, and other sums of money;
(g) all rights under warranties and indemnities; and
(h) all other general intangibles of every kind and description.
7. Goods. All goods, including, without limitation, all inventory, equipment, farm products, and fixtures, and all accessions thereto and products thereof.
8. Instruments. All instruments, including, without limitation, all promissory notes, drafts, bills of exchange, intercompany notes, and all other negotiable or non-negotiable instruments and all rights arising thereunder.
9. Inventory. All inventory, including, without limitation, all raw materials, work-in-process, semi-finished goods, finished goods, goods held for sale or lease, goods furnished or to be furnished under contracts of service, and all materials and supplies of every kind, nature, and description used or usable in connection with the manufacture, packing, shipping, advertising, selling, leasing, or furnishing of such goods, and all documents of title representing any of the foregoing.
10. Investment Property. All investment property, including, without limitation, all securities (whether certificated or uncertificated), security entitlements, securities accounts, commodity contracts, and commodity accounts, and all financial assets and other rights and property held in or credited to any securities account or commodity account.
11. Letter-of-Credit Rights. All letter-of-credit rights, including, without limitation, all rights to payment and performance under any letter of credit, whether or not the Debtor is the beneficiary thereof.
12. Money. All money, in whatever form, including cash, cash equivalents, and funds on deposit with any financial institution.
13. Commercial Tort Claims. All commercial tort claims, as identified in the Security Agreement or any supplement, amendment, or joinder thereto, including those commercial tort claims listed on the schedules to the Security Agreement as in effect on the date hereof and as supplemented from time to time in accordance with the terms thereof.
14. Supporting Obligations. All supporting obligations, including, without limitation, all letters of credit, guaranties, suretyship agreements, and other secondary obligations that support the payment or performance of any of the Collateral described herein.
15. Equity Interests. All equity interests in each direct domestic subsidiary of the Debtor, representing one hundred percent (100%) of the issued and outstanding equity interests in each such domestic subsidiary, and all equity interests in each first-tier foreign subsidiary of the Debtor, representing sixty-five percent (65%) of the issued and outstanding voting equity interests and one hundred percent (100%) of the issued and outstanding non-voting equity interests in each such first-tier foreign subsidiary, together with all certificates, instruments, and agreements representing or evidencing such equity interests, all options, warrants, rights, and other agreements to acquire such equity interests, and all dividends, distributions, cash, instruments, and other property from time to time received, receivable, or otherwise distributed in respect of, or in exchange for, any or all of such equity interests.
16. Books and Records. All books, records, ledger cards, files, correspondence, customer lists, blueprints, technical documentation, computer programs, tapes, disks, and other electronic data and materials relating to any and all of the foregoing Collateral.
17. Proceeds and Products. All proceeds and products of any and all of the foregoing Collateral, in whatever form, including, without limitation:
(a) all cash proceeds, including all monies, checks, deposit accounts, and other forms of money or currency;
(b) all non-cash proceeds, including all chattel paper, instruments, documents, accounts, and general intangibles arising from the sale, lease, exchange, collection, or other disposition of any of the foregoing;
(c) all insurance proceeds arising from or relating to the foregoing Collateral, including all rights to payment under any insurance policy insuring against loss or damage to any of the foregoing, whether or not the Debtor or the Secured Party is the loss payee thereof;
(d) all claims against third parties for loss of, damage to, or destruction of any or all of the foregoing; and
(e) all other proceeds and products of the foregoing, of every kind and description.
IMPORTANT NOTICE REGARDING SCOPE OF FILING:
This Financing Statement covers all assets of the Debtor, whether now owned or hereafter acquired, wherever located, together with all accessions to, substitutions for, and replacements, proceeds, insurance proceeds, and products of any of the foregoing. This filing is made to perfect the first-priority security interest of the Secured Party, as Collateral Agent, under and pursuant to that certain Security Agreement dated as of March 28, 2025, and that certain 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. The description of the Collateral set forth herein shall not be deemed to limit or modify in any respect the description of the Collateral set forth in the Security Agreement. In the event of any conflict between the description of Collateral contained herein and the description of Collateral contained in the Security Agreement, the description in the Security Agreement shall control.
Box 5 — CHECK BOXES / ALTERNATIVE DESIGNATIONS
5a. Transmitting Utility Designation:
Debtor is a Transmitting Utility — NOT CHECKED
5b. Alternative Designations (check only if applicable in the state of filing):
This Financing Statement covers timber to be cut — NOT CHECKED
This Financing Statement covers as-extracted collateral — NOT CHECKED
This Financing Statement is filed as a fixture filing — NOT CHECKED
Note: Separate fixture filings for each of the Debtor's mortgaged properties will be made in connection with the recording of the mortgages and deeds of trust as post-closing deliverables, which are due on or before April 30, 2025, in the following jurisdictions: (i) Cook County, Illinois; (ii) Winnebago County, Illinois; (iii) Greenville County, South Carolina; and (iv) Harris County, Texas. Such fixture filings will be prepared and filed by local counsel in each applicable jurisdiction in coordination with Calderwood & Harkness LLP.
Box 6 — ADDITIONAL INFORMATION / OPTIONAL FILER REFERENCE DATA
FILING FEE AND INSTRUCTIONS
The standard filing fee of the Delaware Secretary of State for a UCC-1 Financing Statement applies and shall be remitted in accordance with the Delaware Secretary of State's fee schedule in effect at the time of filing.
This Financing Statement is being filed electronically via the Delaware Secretary of State's online filing system, or alternatively through an authorized filing agent designated by Calderwood & Harkness LLP.
An acknowledgment copy of this Financing Statement, together with the file-stamped filing receipt reflecting the date and time of filing, the filing number assigned by the Delaware Secretary of State, and any other information included in the filing office's acknowledgment, is requested to be returned to:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Sophie Tremblay
AUTHORIZATION
This Financing Statement is authorized by the Debtor, Nexford Industrial Holdings Inc., pursuant to Section 9.2 of the Security Agreement dated as of March 28, 2025, by and among the Debtor, the other grantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent. Pursuant to Section 9-509(b) of Revised Article 9 of the Uniform Commercial Code as adopted in the State of Delaware (Del. Code Ann. tit. 6, § 9-509(b)), no separate signature of the Debtor is required on the UCC-1 Financing Statement where the Debtor has authorized the filing of a financing statement in an authenticated security agreement. The Security Agreement expressly authorizes the Secured Party (or its agents or designees) to file this Financing Statement and any continuation statements, amendments, and other filings related hereto without the signature of the Debtor.
Filer Contact Information:
Sophie Tremblay Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-3700
Email: stremblay@calderwoodharkness.com
INTERNAL COVER MEMORANDUM
(Appended for File Purposes Only — Not for Filing)
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
March 28, 2025
FROM: Sophie Tremblay, Calderwood & Harkness LLP
TO: Transaction File — C&H Matter No. 1005-00001
RE: UCC-1 Financing Statement Filing — Nexford Industrial Holdings Inc. (1 of 13)
This memorandum confirms that the attached UCC-1 Financing Statement is one of a series of thirteen (13) UCC-1 Financing Statements being filed on March 28, 2025, in connection with the closing of the $1,400,000,000 Senior Secured Term Loan B facility (the "Facility") provided pursuant to the Credit Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc. ("Nexford" or the "Borrower"), the Guarantors party thereto, Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent (the "Collateral Agent"), and the Lenders party thereto.
UCC-1 Filings — Summary
A separate UCC-1 Financing Statement is being filed for each Loan Party in such Loan Party's jurisdiction of organization, as follows:
This Filing. This filing covers Nexford Industrial Holdings Inc. (a Delaware corporation, DE File No. 5765432) as Debtor. The Secured Party on this and all other UCC-1 filings is Crescent Harbor Bank, N.A., as Collateral Agent, located at 320 Federal Street, Boston, MA 02110.
UCC-3 Termination Statements — Prior Lien Release
In connection with the refinancing of the Borrower's prior credit facility, UCC-3 Termination Statements terminating all existing UCC-1 Financing Statements filed in favor of Atlas Meridian Bank, N.A. (as collateral agent under the prior credit agreement) are to be filed on March 31, 2025, as post-closing items under the Credit Agreement. The three-day grace period for such filings was agreed to among the parties to permit the prior administrative agent to process payoff and release documentation. Calderwood & Harkness LLP is coordinating directly with counsel to Atlas Meridian Bank, N.A. (Whitfield & Crane LLP) to ensure that all UCC-3 Termination Statements are filed in the relevant jurisdictions no later than March 31, 2025.
Cross-References. This memorandum and the attached UCC-1 Financing Statement should be cross-referenced to the following items in the Transaction File:
• Closing Checklist / Conditions Precedent Tracker: Item Nos. 4.01(j)(i) through 4.01(j)(xiii) (UCC-1 filings for each Loan Party)
• Closing Agenda: Item No. 7.3 (UCC-1 Financing Statements — Initial Filings)
• Post-Closing Letter: Item Nos. 2(a) through 2(m) (UCC-3 Termination Statements for Atlas Meridian Bank, N.A. filings); Item Nos. 3(a) through 3(d) (Fixture filings in Cook County, IL; Winnebago County, IL; Greenville County, SC; and Harris County, TX)
• Security Agreement: Dated as of March 28, 2025 (Closing Agenda Item No. 3.2)
• Credit Agreement: Dated as of March 28, 2025 (Closing Agenda Item No. 2.1)
Filing Logistics. All Delaware UCC-1 filings (Nos. 1, 2, 3, 4, 7, 8, and 11 above) are being submitted electronically via the Delaware Secretary of State's online filing portal. The Illinois, South Carolina, and Texas filings (Nos. 5, 6, 9, 10, and 12 above) are being submitted through Pemberton Industries ("Fenmore Health IT") as authorized filing agent in each jurisdiction.
Acknowledgment copies and filing receipts for all thirteen UCC-1 filings should be directed to my attention at the address below and will be circulated to the deal team, the Collateral Agent, and the Borrower upon receipt.
Calderwood & Harkness LLP
By: ________
Sophie Tremblay Associate, Finance & Restructuring Practice Group 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-3700
Email: stremblay@calderwoodharkness.com
cc: Marcus Leung, Calderwood & Harkness LLP (Partner, C&H Matter No. 1005-00001) Jennifer Aldrich, Crescent Harbor Bank, N.A. (Vice President, Loan Operations) David Ostrowski, Nexford Industrial Holdings Inc. (General Counsel) Transaction File
This document and the internal cover memorandum appended hereto contain information that is privileged, confidential, and subject to attorney-client privilege and work product protection. This document is intended solely for the use of the addressees and authorized recipients. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.
Field | Data
C&H Matter No. | 1005-00001
Anticipated CUSIP | 65432X AA1
Anticipated LoanX ID | LX-234567
Transaction Reference | $1,400,000,000 Senior Secured Term Loan B — Nexford Industrial Holdings Inc.
Filing Prepared By | Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017; Attention: Marcus Leung / Sophie Tremblay
Return Acknowledgment Copy To | Calderwood & Harkness LLP, 425 Lexington Avenue, New York, New York 10017; Attention: Sophie Tremblay
No. | Debtor (Loan Party) | Jurisdiction of Organization | Filing Office
1 | Nexford Industrial Holdings Inc. | Delaware | DE Secretary of State
2 | Granite Peak NIH Holdings LLC | Delaware | DE Secretary of State
3 | Nexford Precision Components Inc. ("NPC") | Delaware | DE Secretary of State
4 | Nexford Engineered Systems LLC ("NES") | Delaware | DE Secretary of State
5 | Nexford Coating & Surface Technologies Inc. ("NCST") | Illinois | IL Secretary of State
6 | Nexford Manufacturing Services LLC ("NMS") | Illinois | IL Secretary of State
7 | Nexford Properties LLC ("NP LLC") | Delaware | DE Secretary of State
8 | NIH International Holdings Inc. ("NIH Intl") | Delaware | DE Secretary of State
9 | Clearfield Industrial Corp. | South Carolina | SC Secretary of State
10 | Summit Machining Technologies Inc. | Texas | TX Secretary of State
11 | Ridgepoint Thermal Systems LLC | Delaware | DE Secretary of State
12 | Lakeshore Assembly Solutions Inc. | Illinois | IL Secretary of State
13 | Reserved for additional Loan Parties, if any, joining as Guarantors on the Closing Date | — | —

UCC FINANCING STATEMENT

IMPORTANT NOTICE REGARDING SCOPE OF FILING:

FILING FEE AND INSTRUCTIONS

AUTHORIZATION

INTERNAL COVER MEMORANDUM

Record

Parties

Dates

Amounts