UCC FINANCING STATEMENT
(Form UCC1)
Filed Pursuant to Article 9 of the Uniform Commercial Code as Adopted in the State of Delaware (Title 6, Chapter 9, Delaware Code)
Date of Preparation: March 28, 2025
Filing Office:
Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, DE 19901
Presented for Filing by / Return Acknowledgment Copy to:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Marcus Leung
UCC FINANCING STATEMENT — FORM UCC1
Box 1 — DEBTOR INFORMATION (Organization Debtor)
1a. Organization's Exact Legal Name:
Nexford Precision Components, Inc.
1b. Mailing Address of Debtor:
2750 Commerce Drive Rockford, IL 61101
1c. Individual's Surname (or Last Name):
Not Applicable — Debtor is an Organization.
1d. Individual's First Name:
Not Applicable — Debtor is an Organization.
1e. Individual's Middle Name or Initial; Suffix:
Not Applicable — Debtor is an Organization.
1f. Type of Organization:
Corporation
1g. Jurisdiction of Organization:
Delaware
1h. Organizational Identification Number:
Delaware Entity File Number: ______ (To be confirmed and inserted from Delaware Secretary of State records prior to filing. NPC's Delaware file number to be verified against the Certificate of Good Standing delivered at closing.)
Box 2 — ADDITIONAL DEBTOR (if applicable)
Not Applicable. There is no additional debtor on this filing. This UCC Financing Statement covers a single debtor only.
Box 3 — SECURED PARTY INFORMATION
3a. Organization's Name of Secured Party:
Crescent Harbor Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement dated as of March 28, 2025
3b. Mailing Address of Secured Party:
320 Federal Street Boston, MA 02110
Box 4 — COLLATERAL DESCRIPTION
This Financing Statement covers the following collateral, which is consistent with and described more fully in the Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among the Borrower, the Guarantors party thereto (including the Debtor), and Crescent Harbor Bank, N.A. as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"):
All personal property and assets of the Debtor, whether now owned or hereafter acquired, wherever located, including but not limited to:
(i) all accounts;
(ii) all chattel paper (including electronic chattel paper and tangible chattel paper);
(iii) all deposit accounts;
(iv) all documents;
(v) all equipment;
(vi) all general intangibles (including payment intangibles and software);
(vii) all goods (including inventory and equipment);
(viii) all instruments (including promissory notes);
(ix) all inventory;
(x) all investment property;
(xi) all letter-of-credit rights;
(xii) all letters of credit;
(xiii) all commercial tort claims as described in the Security Agreement;
(xiv) all securities accounts and all financial assets credited thereto;
(xv) all supporting obligations;
(xvi) all intellectual property, including patents, trademarks, copyrights, and trade secrets, together with all licenses, royalties, and proceeds related thereto;
(xvii) all books, records, and information related to any of the foregoing, in whatever form or medium (whether tangible or electronic); and
(xviii) all proceeds and products of any and all of the foregoing (including insurance proceeds, and all cash and non-cash proceeds).
Exclusions from Collateral:
Notwithstanding the foregoing, the following assets are excluded from the collateral covered by this Financing Statement, in each case as more fully described and defined in the Security Agreement:
(a) motor vehicles and other titled goods with a book value below Two Hundred Fifty Thousand Dollars ($250,000) per vehicle;
(b) letter-of-credit rights to the extent such rights relate to letters of credit with a face amount below One Million Dollars ($1,000,000);
(c) commercial tort claims where the amount in controversy is below Two Million Five Hundred Thousand Dollars ($2,500,000); and
(d) any asset where the cost of perfecting a security interest therein would be excessive relative to the benefit to the Secured Parties, as reasonably determined by the Collateral Agent in consultation with the Borrower and as more specifically set forth in the Security Agreement.
The description of collateral set forth above is intended to be a summary only and is qualified in its entirety by reference to the Security Agreement. In the event of any conflict between the collateral description in this Financing Statement and the Security Agreement, the terms of the Security Agreement shall control.
Box 5 — CHECK BOXES / OPTIONAL FILER INFORMATION
5a. Check only if applicable:
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
5b. Check only if applicable:
Debtor is a transmitting utility — Not Checked
5c. Alternative Designation (Optional):
Assignee: Not Applicable.
This Financing Statement is filed in connection with a transaction in which Crescent Harbor Bank, N.A. acts as Collateral Agent 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.
Box 6 — OPTIONAL FILER REFERENCE DATA
Calderwood & Harkness LLP Matter No.: 1005-00001
Client/Matter Code: IBL-NIH-2025-031
Credit Agreement: 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
CUSIP (Anticipated): 65432X AA1
Security Agreement: Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto (including the Debtor), and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties
Box 7 — FILING FEE AND PAYMENT INSTRUCTIONS
The standard filing fee for a UCC-1 Financing Statement with the Delaware Secretary of State shall be paid in accordance with the applicable fee schedule of the Delaware Division of Corporations in effect as of the date of filing.
Payment Method: To be confirmed. Filing is anticipated to be made via the Delaware e-filing portal (Delaware Division of Corporations Online Filing System). In the alternative, if paper filing is required, payment shall be made by check payable to the "Delaware Secretary of State" in the amount required under the applicable fee schedule.
The filer requests expedited processing if available and requests that a file-stamped acknowledgment copy of this Financing Statement be returned to Calderwood & Harkness LLP at the address set forth above.
ADDENDUM TO UCC FINANCING STATEMENT (Form UCC1Ad)
Addendum / Additional Information:
This Addendum is attached to and made a part of the UCC Financing Statement (Form UCC1) filed with the Delaware Secretary of State naming Nexford Precision Components, Inc. as Debtor and Crescent Harbor Bank, N.A., in its capacity as Collateral Agent, as Secured Party.
To the extent the collateral description set forth in box 4 of this Financing Statement exceeds the space allotted on the standard UCC-1 form, this Addendum (UCC1Ad) incorporates the full collateral description set forth in box 4 above and by reference to the Security Agreement dated as of March 28, 2025, among the Borrower, the Guarantors party thereto (including the Debtor), and Crescent Harbor Bank, N.A. as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement dated as of March 28, 2025.
For the avoidance of doubt, the following information is restated in this Addendum:
Debtor's Exact Legal Name: Nexford Precision Components, Inc.
Secured Party's Name: Crescent Harbor Bank, N.A., as Collateral Agent
The collateral description is as set forth in box 4 of the Financing Statement to which this Addendum is attached and is qualified in its entirety by the Security Agreement. All capitalized terms used in this Addendum and not otherwise defined herein shall have the meanings ascribed to such terms in the Security Agreement or the Credit Agreement, as applicable.
AUTHORIZATION AND SIGNATURE BLOCK
This Financing Statement is filed pursuant to the authorization granted by the Debtor under Section 9-509 of the Delaware Uniform Commercial Code (Title 6, Section 9-509, Delaware Code). The Security Agreement dated as of March 28, 2025, executed by the Debtor, constitutes the Debtor's authorization to file this Financing Statement covering the collateral described herein. Accordingly, no signature of the Debtor is required on this Financing Statement.
The filing of this Financing Statement has been authorized by the Secured Party identified herein and is presented for filing by counsel to the Collateral Agent.
Filer Contact Information:
Marcus Leung Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000
Email: mleung@calderwoodharkness.com
FILING INSTRUCTIONS COVER MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT FOR INTERNAL USE BY CALDERWOOD & HARKNESS LLP ONLY
Date: March 28, 2025
To: Filing Desk — Calderwood & Harkness LLP, UCC Filing Team
From: Marcus Leung, Calderwood & Harkness LLP
Re: UCC-1 Filing Instructions — Nexford Industrial Holdings Inc. Financing — Delaware UCC-1 Financing Statements for Delaware-Organized Loan Parties
Matter No.: 1005-00001
Client/Matter Code: IBL-NIH-2025-031
I. Overview and Simultaneous Filing Instructions
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, the following UCC-1 Financing Statements are to be filed simultaneously with the Delaware Secretary of State, Division of Corporations, on or about March 28, 2025 (the anticipated closing date):
Each of the above entities is organized under the laws of the State of Delaware. Pursuant to Section 9-301(1) of the Uniform Commercial Code, the proper filing jurisdiction for a financing statement covering personal property of an organization registered in a state is the state of the organization's jurisdiction of formation. Since each of the above debtors is organized in Delaware, all UCC-1 Financing Statements are to be filed with the Delaware Secretary of State.
II. Filing Method and Timing
All Delaware UCC-1 filings are to be made on or about March 28, 2025, which is the anticipated closing date under the Credit Agreement. Filing is to be conducted through the Delaware Division of Corporations Online Filing System (e-filing portal) unless circumstances require paper filing. If paper filing is necessary, ensure that checks payable to the "Delaware Secretary of State" are prepared in the correct amounts in accordance with the applicable fee schedule.
Please confirm with the Delaware Secretary of State's office the current processing times and, if necessary, request expedited filing to ensure that file-stamped acknowledgment copies are available on or promptly after the closing date.
III. Confirmation and Delivery of File-Stamped Copies
Upon receipt of confirmation of filing and file-stamped acknowledgment copies of each UCC-1 Financing Statement from the Delaware Secretary of State, the following actions are required:
(a) Deliver file-stamped copies of all UCC-1 Financing Statements to Crescent Harbor Bank, N.A., as Collateral Agent, at the following address:
Crescent Harbor Bank, N.A.
Attention: Collateral Management — Loan Operations
320 Federal Street Boston, MA 02110
(b) Retain copies of all file-stamped UCC-1 Financing Statements in the Calderwood & Harkness LLP closing binder for Matter No. 1005-00001. Ensure that electronic copies are uploaded to the firm's document management system under the appropriate matter code (IBL-NIH-2025-031).
(c) Confirm filing and provide a summary of all filing numbers, filing dates, and file-stamped acknowledgment receipt dates in the post-closing checklist to be circulated to all parties.
IV. Jurisdictional Basis for Filing
Nexford Precision Components, Inc., the Debtor named in the attached UCC-1 Financing Statement, is a corporation organized and existing under the laws of the State of Delaware. Nexford Precision Components, Inc. is a Subsidiary Guarantor under the Credit Agreement and a Grantor under the Security Agreement. Pursuant to Section 9-301(1) of the Uniform Commercial Code, the law of the jurisdiction of organization of a registered organization governs perfection of a security interest in the personal property of such organization. Accordingly, the proper jurisdiction for filing a UCC-1 Financing Statement covering the personal property of Nexford Precision Components, Inc. is the State of Delaware.
V. Coordination with UCC-3 Termination Statements
In connection with the refinancing contemplated by the Credit Agreement, all existing UCC-1 Financing Statements in favor of Atlas Meridian Bank, N.A. covering the Debtor (Nexford Precision Components, Inc.) and each of the other Loan Parties listed above are to be terminated by the filing of UCC-3 Termination Statements (Form UCC3) with the Delaware Secretary of State.
The UCC-3 Termination Statements are to be filed on or about March 31, 2025, as a post-closing deliverable under the Credit Agreement. Prior to filing, obtain payoff and lien release confirmation from Atlas Meridian Bank, N.A. and confirm that Atlas Meridian Bank, N.A. (as the secured party of record on the existing filings) has authorized the filing of the UCC-3 Termination Statements.
A UCC search report for each Debtor should be ordered from a nationally recognized UCC search service (Hollowell Technologies, Fenmore Health IT, or equivalent) promptly following closing to confirm: (a) the proper filing of the new UCC-1 Financing Statements in favor of Crescent Harbor Bank, N.A., as Collateral Agent; and (b) the termination of all existing UCC-1 Financing Statements in favor of Atlas Meridian Bank, N.A.
VI. Additional Notes
• Verify the exact legal name of each Debtor against its organizational documents (Certificate of Incorporation or Certificate of Formation, as applicable) and against the records of the Delaware Secretary of State. Any discrepancy in the Debtor's name on the Financing Statement could render the filing seriously misleading under Section 9-506 of the Delaware UCC and, therefore, ineffective for perfection purposes.
• Ensure that the Organizational Identification Number (Delaware entity file number) for Nexford Precision Components, Inc. is confirmed and inserted into the UCC-1 Financing Statement in box 1h prior to filing. This number should be verified against the Delaware Secretary of State's online entity search database.
• The anticipated CUSIP for the Term Loan B facility is 65432X AA1. This should be included in box 6 (Optional Filer Reference Data) for tracking and cross-referencing purposes only and does not affect the legal effectiveness of the filing.
• If any questions arise regarding the collateral description, exclusions, or the scope of the security interest, please refer to the Security Agreement dated as of March 28, 2025, and consult with the undersigned.
Prepared by:
Marcus Leung Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000
Email: mleung@calderwoodharkness.com
This document is prepared for internal filing purposes and does not constitute legal advice to any party other than the client identified herein. This document is subject to the attorney-client privilege and the work product doctrine. Unauthorized disclosure, copying, or distribution is prohibited.
| No. | Debtor (Exact Legal Name) | DE File No. | Entity Type | Status |
| 1 | Nexford Industrial Holdings Inc. | 5765432 | Corporation | Borrower |
| 2 | Granite Peak NIH Holdings, LLC | 7234891 | LLC | Subsidiary Guarantor |
| 3 | Nexford Precision Components, Inc. | (To be confirmed) | Corporation | Subsidiary Guarantor |
| 4 | Nexford Engineered Systems, LLC | (To be confirmed) | LLC | Subsidiary Guarantor |
| 5 | Nexford Coatings & Surface Technologies, Inc. | (To be confirmed) | Corporation | Subsidiary Guarantor |
| 6 | Nexford Properties, LLC | (To be confirmed) | LLC | Subsidiary Guarantor |
| 7 | Nexford International Holdings, Inc. | (To be confirmed) | Corporation | Subsidiary Guarantor |