1005-00001 · Nexford Industrial Holdings · UCC Filings

ucc-1-delaware-nih-intl.docx DOCUMENT Finance & Banking

149 / 157 ← → ✕

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, Delaware 19901

Filing Date: March 28, 2025

This is a standard UCC-1 Financing Statement prepared in accordance with the format prescribed by the International Association of Commercial Administrators (IACA) for filing under Article 9 of the Uniform Commercial Code as adopted in the State of Delaware (6 Del. C. § 9-501 et seq.). This financing statement is presented for filing in the centralized filing office of the State of Delaware pursuant to 6 Del. C. § 9-501(a)(2). The information set forth herein conforms to the requirements of the national UCC Financing Statement form (Form UCC1, Rev. 04/20) and includes all data fields necessary for acceptance by the Delaware Secretary of State. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Security Agreement (as defined below) or, if not defined therein, in the Uniform Commercial Code as in effect in the State of Delaware.

UCC FINANCING STATEMENT

Follow Instructions

Box 1 — DEBTOR INFORMATION

1a. Organization's Name

The Debtor's exact legal name as set forth above has been determined by reference to the Debtor's Certificate of Incorporation on file with the Delaware Secretary of State, Division of Corporations, and has been verified against the publicly available records of the Delaware Division of Corporations. The name "Nexford International Holdings, Inc." is to be distinguished from "Nexford Industrial Holdings Inc." (DE File No. 5765432), which is a separate entity and the Borrower under the Credit Agreement referenced herein. The Debtor's own Delaware entity file number should be confirmed from the Delaware Secretary of State records prior to or upon filing and inserted in the organizational identification number field above. Any discrepancy in the Debtor's exact legal name or organizational identification number should be reported immediately to counsel for correction prior to submission.

1b. Individual's Name

Not applicable. The Debtor is an organization, not an individual. No individual debtor name is provided.

1c. Mailing Address

1d. Additional Debtor Information

Note: The Tax Identification Number (Employer Identification Number) of the Debtor is to be provided by the Debtor or its counsel and inserted above prior to submission of this financing statement. While the inclusion of the Debtor's EIN is not required for effectiveness of the financing statement under 6 Del. C. § 9-502, it is included as an additional identifier pursuant to standard filing practice and at the direction of the Secured Party.

Box 2 — ADDITIONAL DEBTOR

Not applicable. This is a single-debtor filing. No additional debtor is named in connection with this UCC-1 Financing Statement. Each additional Loan Party's financing statement is being filed separately in its respective jurisdiction of organization, as further described in the context note appended hereto.

Box 3 — SECURED PARTY INFORMATION

3a. Organization's Name

Crescent Harbor Bank, N.A. is acting in its capacity as Collateral Agent for the benefit of the Secured Parties (as defined in the Credit Agreement) under the Security Agreement dated as of March 28, 2025. The naming of Crescent Harbor Bank, N.A. as Collateral Agent as the secured party of record on this financing statement is consistent with the provisions of 6 Del. C. § 9-503(d), which permits a representative of a group of secured parties to be named as the secured party.

3b. Individual's Name

Not applicable. The Secured Party is an organization, not an individual.

3c. Mailing Address

Box 4 — COLLATERAL DESCRIPTION

The security interest to which this financing statement relates covers the following collateral:

All assets and personal property of the Debtor, whether now owned or hereafter acquired, wherever located, including but not limited to:

(a) All accounts and accounts receivable, including all rights to payment for goods sold or leased or services rendered, whether or not yet earned by performance;

(b) All chattel paper (whether tangible chattel paper or electronic chattel paper), including all writings that evidence both a monetary obligation and a security interest in or lease of specific goods;

(c) All deposit accounts, including all demand, time, savings, passbook, and similar accounts maintained with any bank, savings and loan association, credit union, or like organization;

(d) All documents, including all documents of title, bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods;

(e) All equipment, including all machinery, vehicles, furniture, fixtures (to the extent constituting personal property), tools, parts, and supplies of every kind and description, and all accessions thereto and substitutions and replacements therefor;

(f) All fixtures, to the extent such fixtures constitute personal property subject to filing under Article 9 of the Uniform Commercial Code;

(g) All general intangibles (including payment intangibles and software), including all choses in action, causes of action, tax refunds, tax refund claims, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance proceeds, guaranty claims, rights under contracts and agreements, interests in partnerships, limited liability companies and joint ventures (to the extent constituting personal property), licenses, permits, franchises, customer lists, goodwill, and all intellectual property rights (including patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright registrations, trade secrets, domain names, and all licenses and rights related thereto);

(h) All goods (including all inventory and equipment), including all things that are movable at the time a security interest attaches and all embedded software;

(i) All instruments (including promissory notes), including all negotiable instruments, certificated securities, and any other writings that evidence a right to the payment of a monetary obligation;

(j) All inventory, including all raw materials, work in process, finished goods, and materials used or consumed in the Debtor's business, and all goods held for sale or lease or furnished or to be furnished under contracts of service;

(k) All investment property (including certificated and uncertificated securities, securities accounts, securities entitlements, and commodity accounts), including all securities (whether certificated or uncertificated), security entitlements, securities accounts, commodity contracts, and commodity accounts;

(l) All letter-of-credit rights, including all rights to payment and performance under any letter of credit;

(m) All money, including all cash, currency, and funds, whether in the possession of the Debtor, any bailee, or any financial institution;

(n) All commercial tort claims, as identified and described in the Security Agreement (as the same may be supplemented from time to time in accordance with the terms of the Security Agreement);

(o) All supporting obligations, including all letters of credit, guaranties, and other secondary obligations that support the payment or performance of any of the foregoing collateral; and

(p) All proceeds and products of any and all of the foregoing collateral (including insurance proceeds and proceeds of proceeds), in whatever form, including all cash and non-cash proceeds, and all collections and distributions on any of the foregoing.

Pledged Equity Interests:

The collateral description set forth above also includes all equity interests in first-tier foreign subsidiaries owned by the Debtor, including, without limitation, sixty-five percent (65%) of the voting equity interests and one hundred percent (100%) of the non-voting equity interests in Nexford Canada Holdings ULC, a British Columbia unlimited liability company, to the extent such equity interests constitute personal property under Article 9 of the Uniform Commercial Code and are covered by that certain CFC Holdco Limited Pledge Agreement dated as of March 28, 2025, among the Debtor, Crescent Harbor Bank, N.A., as Collateral Agent, and the other parties thereto. The limitation on pledged voting equity interests to 65% is in accordance with the terms of the Credit Agreement and the CFC Holdco Limited Pledge Agreement and reflects the customary limitation intended to avoid adverse tax consequences under Sections 956 and 1471–1474 of the Internal Revenue Code of 1986, as amended.

Reference to Security Agreement:

This financing statement is filed to perfect the security interest granted by the Debtor to the Secured Party pursuant to that certain Security Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc. (as Borrower), the Guarantors party thereto (including the Debtor, Nexford International Holdings, Inc.), and Crescent Harbor Bank, N.A., as Collateral Agent, together with the related Pledge Agreements (including the CFC Holdco Limited Pledge Agreement) and the IP Security Agreement, each entered into in connection with 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 "Credit Agreement"). The collateral description set forth herein is intended to be coextensive with, and should be read in conjunction with, the collateral descriptions set forth in the Security Agreement, the Pledge Agreements, and the IP Security Agreement. In the event of any conflict between the description of collateral set forth in this financing statement and the description of collateral set forth in the Security Agreement, the terms of the Security Agreement shall control as between the parties thereto.

Box 5 — CHECK APPLICABLE BOXES

Note: This financing statement is not being filed as a fixture filing. Fixture filings for real property collateral locations are being handled via separate mortgage filings and/or fixture financing statements in the appropriate real property recording offices. Specifically, fixture filings are contemplated 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 are classified as post-closing deliverables under the Credit Agreement and are required to be delivered on or before April 30, 2025, in accordance with Section 6.14 of the Credit Agreement and the Post-Closing Letter executed in connection therewith.

Box 6 — OPTIONAL FILER REFERENCE DATA

The optional filer reference data set forth above is provided for internal tracking and administrative convenience only and does not form part of the legally operative terms of this financing statement. Inclusion or omission of such data does not affect the validity, enforceability, or priority of the security interest perfected hereby.

Box 7 — FILING OFFICE COPY / ACKNOWLEDGMENT

Return Acknowledgment Copy to:

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

Attention: Marcus Leung / Sophie Tremblay

Reference: Nexford International Holdings, Inc. — UCC-1 Filing (Matter No. 1005-00001)

The filing office is requested to return a file-stamped acknowledgment copy of this financing statement, including the filing number and filing date assigned by the Delaware Secretary of State, to the address set forth above. If filing is made electronically through the Delaware Secretary of State's online filing system, email confirmation of filing should be directed to the attention of Marcus Leung and Sophie Tremblay at Calderwood & Harkness LLP at the contact information on file with the filing office.

AUTHORIZED SIGNATURE / FILING PARTY INFORMATION

Filed by / on behalf of Secured Party:

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

Authorized Representative for Filing Purposes:

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

Calderwood & Harkness LLP is acting as counsel to the Borrower, Nexford Industrial Holdings Inc., and is authorized to file this financing statement on behalf of the Secured Party, Crescent Harbor Bank, N.A., as Collateral Agent, pursuant to the terms of the Security Agreement dated as of March 28, 2025.

Authorization Note: Pursuant to Section 9-509(b) of the Delaware Uniform Commercial Code (6 Del. C. § 9-509(b)), the Debtor's authentication of the Security Agreement dated as of March 28, 2025 constitutes the Debtor's authorization for the Secured Party (or its authorized representative) to file an initial financing statement covering the collateral described in the Security Agreement. Accordingly, no separate debtor signature or separate authorization is required on this UCC-1 Financing Statement. The Security Agreement expressly provides, at Section 4.3 thereof, that each Grantor authorizes the Collateral Agent (and its designees, including outside counsel) to file one or more financing statements, and amendments thereto, relating to all or any part of the Collateral without the signature of such Grantor where permitted by law. This filing is made in reliance upon such authorization.

FILING FEE

The standard filing fee for a UCC-1 Financing Statement filed with the Delaware Secretary of State is to be remitted upon submission of this financing statement. The applicable fee schedule is as published by the Delaware Secretary of State, Division of Corporations, and is subject to change. As of the date of this filing, the standard fee for filing a UCC-1 Financing Statement in Delaware is $141.00 for paper filings and $109.00 for electronic filings submitted through the Delaware Secretary of State's UCC online filing system. Payment will be made by the filing party in accordance with the accepted payment methods of the filing office.

CONTEXT NOTE FOR CLOSING BINDER

This context note is provided for reference purposes in connection with the closing binder and transaction record and does not form part of the UCC-1 Financing Statement filed with the Delaware Secretary of State.

This UCC-1 Financing Statement is one of a series of UCC-1 Financing Statements filed on March 28, 2025, in connection with the closing of the $1,400,000,000 Senior Secured Term Loan B facility under 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.

UCC-1 Financing Statements were filed for each Loan Party in its respective jurisdiction of organization as follows:

Each of the foregoing UCC-1 Financing Statements was prepared by Calderwood & Harkness LLP (Matter No. 1005-00001) and filed on behalf of Crescent Harbor Bank, N.A., as Collateral Agent, pursuant to the authorization contained in the Security Agreement. The collateral descriptions in each filing are substantially identical, with such modifications as are appropriate to reflect entity-specific pledged equity interests and other collateral variations as set forth in the Security Agreement and related Pledge Agreements.

Termination of Prior Liens:

Concurrently with the closing on March 28, 2025, and in connection with the repayment in full of all outstanding obligations under the prior credit facility, UCC-3 Termination Statements were prepared for filing on March 31, 2025 to terminate all existing UCC-1 Financing Statements of record in favor of Atlas Meridian Bank, N.A. (the existing administrative agent and collateral agent under the Credit Agreement dated June 14, 2019, as amended). The facilities under the prior Credit Agreement dated June 14, 2019 were repaid in full at the closing on March 28, 2025, and payoff letters and lien release documentation were obtained from Atlas Meridian Bank, N.A. and delivered at closing. The UCC-3 Termination Statements are being filed in each jurisdiction in which UCC-1 Financing Statements were previously filed on behalf of Atlas Meridian Bank, N.A. Counsel is responsible for confirming the filing and effectiveness of all such termination statements and for reporting the same in the post-closing lien search report.

Role of the Debtor — CFC Holding Company:

The Debtor, Nexford International Holdings, Inc., serves as the controlled foreign corporation ("CFC") holding company for the Nexford group's foreign subsidiaries. In this capacity, the Debtor holds equity interests in Nexford Canada Holdings ULC, a British Columbia unlimited liability company, and may hold equity interests in other foreign subsidiaries from time to time. The pledge of the Debtor's equity interests in Nexford Canada Holdings ULC is limited to sixty-five percent (65%) of the voting equity interests and one hundred percent (100%) of the non-voting equity interests therein, pursuant to the terms of the CFC Holdco Limited Pledge Agreement dated as of March 28, 2025. This limitation is consistent with customary market practice for senior secured credit facilities and is intended to avoid the deemed repatriation of earnings of controlled foreign corporations under Section 956 of the Internal Revenue Code of 1986, as amended, and to minimize potential adverse tax consequences to the Borrower and the Guarantors. To the extent the Debtor acquires equity interests in additional foreign subsidiaries after the closing date, such interests will be subject to the pledge requirements set forth in the Credit Agreement and the Security Agreement, including the after-acquired property provisions thereof, subject to the same CFC voting equity limitation described above.

End of UCC-1 Financing Statement — Nexford International Holdings, Inc.

Calderwood & Harkness LLP — Matter No. 1005-00001

CONFIDENTIAL — FOR CLOSING BINDER USE ONLY

Field	Entry
Exact Legal Name of Organization Debtor:	Nexford International Holdings, Inc.
Entity Type:	Corporation
Jurisdiction of Organization:	Delaware
Organizational Identification Number:	[To be confirmed from Delaware Secretary of State records]
Field	Entry
Mailing Address:	c/o Penmark Industries
Street:	1209 Orange Street
City:	Wilmington
State:	Delaware
Postal Code:	19801
Country:	United States
Field	Entry
Tax Identification Number (EIN):	[EIN to be provided prior to filing]
Type of Organization:	Corporation
Jurisdiction of Organization:	Delaware
Organizational ID Number:	[Delaware file number for Nexford International Holdings, Inc. — to be confirmed]
Field	Entry
Exact Legal Name of Secured Party (Organization):	Crescent Harbor Bank, N.A., as Collateral Agent
Field	Entry
Mailing Address:	320 Federal Street
City:	Boston
State:	Massachusetts
Postal Code:	02110
Country:	United States

Field	Status
The Debtor is a transmitting utility	NOT CHECKED
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
Field	Entry
Law Firm Matter Number:	Calderwood & Harkness LLP Matter No.: 1005-00001
Credit Agreement Reference:	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
Facility:	$1,400,000,000 Senior Secured Term Loan B
Filing Jurisdiction	Debtor Entity
Delaware Secretary of State	Nexford Industrial Holdings Inc.
Delaware Secretary of State	Granite Peak NIH Holdings, LLC
Delaware Secretary of State	Nexford Precision Components, Inc.
Delaware Secretary of State	Nexford Engineered Systems, LLC
Delaware Secretary of State	Nexford Coatings & Surface Technologies, Inc.
Delaware Secretary of State	Nexford Properties, LLC
Delaware Secretary of State	Nexford International Holdings, Inc. (this filing)
Illinois Secretary of State	Nexford Manufacturing Services, LLC
Pennsylvania Department of State	Clearfield Tool & Die, Inc.
South Carolina Secretary of State	Summit Industrial Fabrication Co.
Texas Secretary of State	Ridgepoint Specialty Coatings, LLC
Michigan Department of State	Lakeshore Precision Engineering, Inc.

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, Delaware 19901
Filing Date: March 28, 2025
This is a standard UCC-1 Financing Statement prepared in accordance with the format prescribed by the International Association of Commercial Administrators (IACA) for filing under Article 9 of the Uniform Commercial Code as adopted in the State of Delaware (6 Del. C. § 9-501 et seq.). This financing statement is presented for filing in the centralized filing office of the State of Delaware pursuant to 6 Del. C. § 9-501(a)(2). The information set forth herein conforms to the requirements of the national UCC Financing Statement form (Form UCC1, Rev. 04/20) and includes all data fields necessary for acceptance by the Delaware Secretary of State. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Security Agreement (as defined below) or, if not defined therein, in the Uniform Commercial Code as in effect in the State of Delaware.
UCC FINANCING STATEMENT
Follow Instructions
Box 1 — DEBTOR INFORMATION
1a. Organization's Name
The Debtor's exact legal name as set forth above has been determined by reference to the Debtor's Certificate of Incorporation on file with the Delaware Secretary of State, Division of Corporations, and has been verified against the publicly available records of the Delaware Division of Corporations. The name "Nexford International Holdings, Inc." is to be distinguished from "Nexford Industrial Holdings Inc." (DE File No. 5765432), which is a separate entity and the Borrower under the Credit Agreement referenced herein. The Debtor's own Delaware entity file number should be confirmed from the Delaware Secretary of State records prior to or upon filing and inserted in the organizational identification number field above. Any discrepancy in the Debtor's exact legal name or organizational identification number should be reported immediately to counsel for correction prior to submission.
1b. Individual's Name
Not applicable. The Debtor is an organization, not an individual. No individual debtor name is provided.
1c. Mailing Address
1d. Additional Debtor Information
Note: The Tax Identification Number (Employer Identification Number) of the Debtor is to be provided by the Debtor or its counsel and inserted above prior to submission of this financing statement. While the inclusion of the Debtor's EIN is not required for effectiveness of the financing statement under 6 Del. C. § 9-502, it is included as an additional identifier pursuant to standard filing practice and at the direction of the Secured Party.
Box 2 — ADDITIONAL DEBTOR
Not applicable. This is a single-debtor filing. No additional debtor is named in connection with this UCC-1 Financing Statement. Each additional Loan Party's financing statement is being filed separately in its respective jurisdiction of organization, as further described in the context note appended hereto.
Box 3 — SECURED PARTY INFORMATION
3a. Organization's Name
Crescent Harbor Bank, N.A. is acting in its capacity as Collateral Agent for the benefit of the Secured Parties (as defined in the Credit Agreement) under the Security Agreement dated as of March 28, 2025. The naming of Crescent Harbor Bank, N.A. as Collateral Agent as the secured party of record on this financing statement is consistent with the provisions of 6 Del. C. § 9-503(d), which permits a representative of a group of secured parties to be named as the secured party.
3b. Individual's Name
Not applicable. The Secured Party is an organization, not an individual.
3c. Mailing Address
Box 4 — COLLATERAL DESCRIPTION
The security interest to which this financing statement relates covers the following collateral:
All assets and personal property of the Debtor, whether now owned or hereafter acquired, wherever located, including but not limited to:
(a) All accounts and accounts receivable, including all rights to payment for goods sold or leased or services rendered, whether or not yet earned by performance;
(b) All chattel paper (whether tangible chattel paper or electronic chattel paper), including all writings that evidence both a monetary obligation and a security interest in or lease of specific goods;
(c) All deposit accounts, including all demand, time, savings, passbook, and similar accounts maintained with any bank, savings and loan association, credit union, or like organization;
(d) All documents, including all documents of title, bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods;
(e) All equipment, including all machinery, vehicles, furniture, fixtures (to the extent constituting personal property), tools, parts, and supplies of every kind and description, and all accessions thereto and substitutions and replacements therefor;
(f) All fixtures, to the extent such fixtures constitute personal property subject to filing under Article 9 of the Uniform Commercial Code;
(g) All general intangibles (including payment intangibles and software), including all choses in action, causes of action, tax refunds, tax refund claims, rights and claims against carriers and shippers, rights to indemnification, business interruption insurance proceeds, guaranty claims, rights under contracts and agreements, interests in partnerships, limited liability companies and joint ventures (to the extent constituting personal property), licenses, permits, franchises, customer lists, goodwill, and all intellectual property rights (including patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright registrations, trade secrets, domain names, and all licenses and rights related thereto);
(h) All goods (including all inventory and equipment), including all things that are movable at the time a security interest attaches and all embedded software;
(i) All instruments (including promissory notes), including all negotiable instruments, certificated securities, and any other writings that evidence a right to the payment of a monetary obligation;
(j) All inventory, including all raw materials, work in process, finished goods, and materials used or consumed in the Debtor's business, and all goods held for sale or lease or furnished or to be furnished under contracts of service;
(k) All investment property (including certificated and uncertificated securities, securities accounts, securities entitlements, and commodity accounts), including all securities (whether certificated or uncertificated), security entitlements, securities accounts, commodity contracts, and commodity accounts;
(l) All letter-of-credit rights, including all rights to payment and performance under any letter of credit;
(m) All money, including all cash, currency, and funds, whether in the possession of the Debtor, any bailee, or any financial institution;
(n) All commercial tort claims, as identified and described in the Security Agreement (as the same may be supplemented from time to time in accordance with the terms of the Security Agreement);
(o) All supporting obligations, including all letters of credit, guaranties, and other secondary obligations that support the payment or performance of any of the foregoing collateral; and
(p) All proceeds and products of any and all of the foregoing collateral (including insurance proceeds and proceeds of proceeds), in whatever form, including all cash and non-cash proceeds, and all collections and distributions on any of the foregoing.
Pledged Equity Interests:
The collateral description set forth above also includes all equity interests in first-tier foreign subsidiaries owned by the Debtor, including, without limitation, sixty-five percent (65%) of the voting equity interests and one hundred percent (100%) of the non-voting equity interests in Nexford Canada Holdings ULC, a British Columbia unlimited liability company, to the extent such equity interests constitute personal property under Article 9 of the Uniform Commercial Code and are covered by that certain CFC Holdco Limited Pledge Agreement dated as of March 28, 2025, among the Debtor, Crescent Harbor Bank, N.A., as Collateral Agent, and the other parties thereto. The limitation on pledged voting equity interests to 65% is in accordance with the terms of the Credit Agreement and the CFC Holdco Limited Pledge Agreement and reflects the customary limitation intended to avoid adverse tax consequences under Sections 956 and 1471–1474 of the Internal Revenue Code of 1986, as amended.
Reference to Security Agreement:
This financing statement is filed to perfect the security interest granted by the Debtor to the Secured Party pursuant to that certain Security Agreement dated as of March 28, 2025, among Nexford Industrial Holdings Inc. (as Borrower), the Guarantors party thereto (including the Debtor, Nexford International Holdings, Inc.), and Crescent Harbor Bank, N.A., as Collateral Agent, together with the related Pledge Agreements (including the CFC Holdco Limited Pledge Agreement) and the IP Security Agreement, each entered into in connection with 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 "Credit Agreement"). The collateral description set forth herein is intended to be coextensive with, and should be read in conjunction with, the collateral descriptions set forth in the Security Agreement, the Pledge Agreements, and the IP Security Agreement. In the event of any conflict between the description of collateral set forth in this financing statement and the description of collateral set forth in the Security Agreement, the terms of the Security Agreement shall control as between the parties thereto.
Box 5 — CHECK APPLICABLE BOXES
Note: This financing statement is not being filed as a fixture filing. Fixture filings for real property collateral locations are being handled via separate mortgage filings and/or fixture financing statements in the appropriate real property recording offices. Specifically, fixture filings are contemplated 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 are classified as post-closing deliverables under the Credit Agreement and are required to be delivered on or before April 30, 2025, in accordance with Section 6.14 of the Credit Agreement and the Post-Closing Letter executed in connection therewith.
Box 6 — OPTIONAL FILER REFERENCE DATA
The optional filer reference data set forth above is provided for internal tracking and administrative convenience only and does not form part of the legally operative terms of this financing statement. Inclusion or omission of such data does not affect the validity, enforceability, or priority of the security interest perfected hereby.
Box 7 — FILING OFFICE COPY / ACKNOWLEDGMENT
Return Acknowledgment Copy to:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Marcus Leung / Sophie Tremblay
Reference: Nexford International Holdings, Inc. — UCC-1 Filing (Matter No. 1005-00001)
The filing office is requested to return a file-stamped acknowledgment copy of this financing statement, including the filing number and filing date assigned by the Delaware Secretary of State, to the address set forth above. If filing is made electronically through the Delaware Secretary of State's online filing system, email confirmation of filing should be directed to the attention of Marcus Leung and Sophie Tremblay at Calderwood & Harkness LLP at the contact information on file with the filing office.
AUTHORIZED SIGNATURE / FILING PARTY INFORMATION
Filed by / on behalf of Secured Party:
Crescent Harbor Bank, N.A., as Collateral Agent
Authorized Representative for Filing Purposes:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Calderwood & Harkness LLP is acting as counsel to the Borrower, Nexford Industrial Holdings Inc., and is authorized to file this financing statement on behalf of the Secured Party, Crescent Harbor Bank, N.A., as Collateral Agent, pursuant to the terms of the Security Agreement dated as of March 28, 2025.
Authorization Note: Pursuant to Section 9-509(b) of the Delaware Uniform Commercial Code (6 Del. C. § 9-509(b)), the Debtor's authentication of the Security Agreement dated as of March 28, 2025 constitutes the Debtor's authorization for the Secured Party (or its authorized representative) to file an initial financing statement covering the collateral described in the Security Agreement. Accordingly, no separate debtor signature or separate authorization is required on this UCC-1 Financing Statement. The Security Agreement expressly provides, at Section 4.3 thereof, that each Grantor authorizes the Collateral Agent (and its designees, including outside counsel) to file one or more financing statements, and amendments thereto, relating to all or any part of the Collateral without the signature of such Grantor where permitted by law. This filing is made in reliance upon such authorization.
FILING FEE
The standard filing fee for a UCC-1 Financing Statement filed with the Delaware Secretary of State is to be remitted upon submission of this financing statement. The applicable fee schedule is as published by the Delaware Secretary of State, Division of Corporations, and is subject to change. As of the date of this filing, the standard fee for filing a UCC-1 Financing Statement in Delaware is $141.00 for paper filings and $109.00 for electronic filings submitted through the Delaware Secretary of State's UCC online filing system. Payment will be made by the filing party in accordance with the accepted payment methods of the filing office.
CONTEXT NOTE FOR CLOSING BINDER
This context note is provided for reference purposes in connection with the closing binder and transaction record and does not form part of the UCC-1 Financing Statement filed with the Delaware Secretary of State.
This UCC-1 Financing Statement is one of a series of UCC-1 Financing Statements filed on March 28, 2025, in connection with the closing of the $1,400,000,000 Senior Secured Term Loan B facility under 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.
UCC-1 Financing Statements were filed for each Loan Party in its respective jurisdiction of organization as follows:
Each of the foregoing UCC-1 Financing Statements was prepared by Calderwood & Harkness LLP (Matter No. 1005-00001) and filed on behalf of Crescent Harbor Bank, N.A., as Collateral Agent, pursuant to the authorization contained in the Security Agreement. The collateral descriptions in each filing are substantially identical, with such modifications as are appropriate to reflect entity-specific pledged equity interests and other collateral variations as set forth in the Security Agreement and related Pledge Agreements.
Termination of Prior Liens:
Concurrently with the closing on March 28, 2025, and in connection with the repayment in full of all outstanding obligations under the prior credit facility, UCC-3 Termination Statements were prepared for filing on March 31, 2025 to terminate all existing UCC-1 Financing Statements of record in favor of Atlas Meridian Bank, N.A. (the existing administrative agent and collateral agent under the Credit Agreement dated June 14, 2019, as amended). The facilities under the prior Credit Agreement dated June 14, 2019 were repaid in full at the closing on March 28, 2025, and payoff letters and lien release documentation were obtained from Atlas Meridian Bank, N.A. and delivered at closing. The UCC-3 Termination Statements are being filed in each jurisdiction in which UCC-1 Financing Statements were previously filed on behalf of Atlas Meridian Bank, N.A. Counsel is responsible for confirming the filing and effectiveness of all such termination statements and for reporting the same in the post-closing lien search report.
Role of the Debtor — CFC Holding Company:
The Debtor, Nexford International Holdings, Inc., serves as the controlled foreign corporation ("CFC") holding company for the Nexford group's foreign subsidiaries. In this capacity, the Debtor holds equity interests in Nexford Canada Holdings ULC, a British Columbia unlimited liability company, and may hold equity interests in other foreign subsidiaries from time to time. The pledge of the Debtor's equity interests in Nexford Canada Holdings ULC is limited to sixty-five percent (65%) of the voting equity interests and one hundred percent (100%) of the non-voting equity interests therein, pursuant to the terms of the CFC Holdco Limited Pledge Agreement dated as of March 28, 2025. This limitation is consistent with customary market practice for senior secured credit facilities and is intended to avoid the deemed repatriation of earnings of controlled foreign corporations under Section 956 of the Internal Revenue Code of 1986, as amended, and to minimize potential adverse tax consequences to the Borrower and the Guarantors. To the extent the Debtor acquires equity interests in additional foreign subsidiaries after the closing date, such interests will be subject to the pledge requirements set forth in the Credit Agreement and the Security Agreement, including the after-acquired property provisions thereof, subject to the same CFC voting equity limitation described above.
End of UCC-1 Financing Statement — Nexford International Holdings, Inc.
Calderwood & Harkness LLP — Matter No. 1005-00001
CONFIDENTIAL — FOR CLOSING BINDER USE ONLY
Field | Entry
Exact Legal Name of Organization Debtor: | Nexford International Holdings, Inc.
Entity Type: | Corporation
Jurisdiction of Organization: | Delaware
Organizational Identification Number: | [To be confirmed from Delaware Secretary of State records]
Field | Entry
Mailing Address: | c/o Penmark Industries
Street: | 1209 Orange Street
City: | Wilmington
State: | Delaware
Postal Code: | 19801
Country: | United States
Field | Entry
Tax Identification Number (EIN): | [EIN to be provided prior to filing]
Type of Organization: | Corporation
Jurisdiction of Organization: | Delaware
Organizational ID Number: | [Delaware file number for Nexford International Holdings, Inc. — to be confirmed]
Field | Entry
Exact Legal Name of Secured Party (Organization): | Crescent Harbor Bank, N.A., as Collateral Agent
Field | Entry
Mailing Address: | 320 Federal Street
City: | Boston
State: | Massachusetts
Postal Code: | 02110
Country: | United States
Field | Status
The Debtor is a transmitting utility | NOT CHECKED
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
Field | Entry
Law Firm Matter Number: | Calderwood & Harkness LLP Matter No.: 1005-00001
Credit Agreement Reference: | 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
Facility: | $1,400,000,000 Senior Secured Term Loan B
Filing Jurisdiction | Debtor Entity
Delaware Secretary of State | Nexford Industrial Holdings Inc.
Delaware Secretary of State | Granite Peak NIH Holdings, LLC
Delaware Secretary of State | Nexford Precision Components, Inc.
Delaware Secretary of State | Nexford Engineered Systems, LLC
Delaware Secretary of State | Nexford Coatings & Surface Technologies, Inc.
Delaware Secretary of State | Nexford Properties, LLC
Delaware Secretary of State | Nexford International Holdings, Inc. (this filing)
Illinois Secretary of State | Nexford Manufacturing Services, LLC
Pennsylvania Department of State | Clearfield Tool & Die, Inc.
South Carolina Secretary of State | Summit Industrial Fabrication Co.
Texas Secretary of State | Ridgepoint Specialty Coatings, LLC
Michigan Department of State | Lakeshore Precision Engineering, Inc.

UCC FINANCING STATEMENT

UCC FINANCING STATEMENT

AUTHORIZED SIGNATURE / FILING PARTY INFORMATION

FILING FEE

CONTEXT NOTE FOR CLOSING BINDER

Record

Parties

Dates

Amounts