1005-00001 · Nexford Industrial Holdings · UCC Filings

ucc-1-michigan-lakeshore.docx DOCUMENT Finance & Banking

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UCC FINANCING STATEMENT

(Form UCC1)

Filed with the Michigan Department of State Lansing, Michigan

Date Prepared: March 28, 2025

This Financing Statement is prepared in accordance with the standard UCC-1 Financing Statement form fields consistent with the national UCC1 form adopted by the International Association of Commercial Administrators (IACA), as adapted for Michigan filing requirements under Article 9 of the Uniform Commercial Code as enacted in Michigan (MCL §§ 440.9101–440.9809). This document is intended to be filed electronically through the Michigan Department of State UCC filing system or, in the alternative, as a paper filing at the Michigan Department of State, 7064 Crowner Drive, Lansing, MI 48918.

FIELD 1 — FILING OFFICE INFORMATION

Send Acknowledgment Copy of Filing Statement to:

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

Attention: Marcus Leung

Telephone: (212) 558-4000

Email: marcus.leung@calderwoodharkness.com

The filing office is requested to return the acknowledgment copy of the filed Financing Statement, together with the file-stamped date and initial financing statement file number, to the above address. If the filing office is unable to accept this Financing Statement for filing, it is requested that notice of refusal and the reason(s) therefor be returned to the above address.

FIELD 1a — INITIAL FINANCING STATEMENT FILE NUMBER

[To be assigned by the Michigan Department of State upon filing]

This field is left blank. The initial financing statement file number will be assigned by the Michigan Department of State upon acceptance of this Financing Statement for filing. The file number, once assigned, should be recorded in the Calderwood & Harkness closing files under Matter Number 1005-00001 and communicated to Crescent Harbor Bank, N.A. as Collateral Agent.

FIELD 1b — FILING OFFICE USE ONLY

[Reserved for filing office stamp/date]

This field is reserved exclusively for use by the Michigan Department of State. No information has been inserted by the filer.

FIELD 2 — DEBTOR INFORMATION

The Debtor is an Organization.

Additional Debtor Information:

Entity Type: Corporation

State of Incorporation: Michigan

Date of Incorporation: June 14, 2011

Registered Agent: Ashgrove Services Inc., 40600 Ann Arbor Road East, Suite 201, Plymouth, MI 48170

Lakeshore Precision Engineering, Inc. is a Michigan corporation organized and existing under the laws of the State of Michigan, with its principal place of business at 3200 Lakeshore Boulevard, Muskegon, Michigan 49441. The Debtor's exact legal name as set forth in its Articles of Incorporation on file with the Michigan Department of State is "Lakeshore Precision Engineering, Inc." A search of the Michigan Department of State corporate records was conducted on March 25, 2025, confirming that the entity is in good standing and that the organizational identification number set forth above is current and accurate.

Lakeshore Precision Engineering, Inc. was acquired by Nexford Industrial Holdings Inc. in 2024 and is one of eleven (11) Subsidiary Guarantors under the Credit Agreement dated as of March 28, 2025 (as defined below). The Debtor is a wholly-owned subsidiary of Nexford Industrial Holdings Inc.

FIELD 3 — SECURED PARTY INFORMATION

The Secured Party is an Organization.

Additional Secured Party Information:

Crescent Harbor Bank, N.A. acts in its capacity as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc. as Borrower, the Guarantors party thereto (including Lakeshore Precision Engineering, Inc.), Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent, and the Lenders party thereto. Crescent Harbor Bank, N.A. is a national banking association organized and existing under the laws of the United States of America, with its principal office located at 320 Federal Street, Boston, Massachusetts 02110.

All notices and communications to the Secured Party in connection with this Financing Statement should be directed to:

Crescent Harbor Bank, N.A. Agency Services Division 320 Federal Street, 12th Floor Boston, Massachusetts 02110

Attention: Lauren Vasquez, Vice President — Agency Services

Telephone: (617) 555-7200

Email: lauren.vasquez@crescentharbor.com

With a copy to:

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

Attention: Marcus Leung

Telephone: (212) 558-4000

Email: marcus.leung@calderwoodharkness.com

FIELD 4 — COLLATERAL DESCRIPTION

This Financing Statement covers the following collateral in which the Secured Party has been granted a security interest pursuant to the Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among the Debtor, Nexford Industrial Holdings Inc., the other Grantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent:

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

(a) all accounts and accounts receivable, including all rights to payment of a monetary obligation, whether or not earned by performance, for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, for services rendered or to be rendered, for a policy of insurance issued or to be issued, for a secondary obligation incurred or to be incurred, for energy provided or to be provided, for the use or hire of a vessel under a charter or other contract, arising out of the use of a credit or charge card or information contained on or for use with the card, or as winnings in a lottery or other game of chance operated or sponsored by a State, governmental unit of a State, or person authorized to operate or sponsor such a game;

(b) all chattel paper, including both electronic chattel paper and tangible chattel paper, including all records or records that evidence both a monetary obligation and a security interest in specific goods, a security interest in specific goods and software used in the goods, a security interest in specific goods and license of software used in the goods, a lease of specific goods, or a lease of specific goods and license of software used in the 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 other depository institution, whether now existing or hereafter established;

(d) all documents, including all documents of title, bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods, and also any other document that in the regular course of business or financing is treated as adequately evidencing that the person in possession of it is entitled to receive, hold, and dispose of the document and the goods it covers;

(e) all equipment, including all machinery, tools, dies, molds, jigs, presses, fixtures, furniture, furnishings, vehicles (to the extent not excluded below), computer hardware, telecommunications equipment, manufacturing equipment, testing equipment, and all other tangible personal property, whether now owned or hereafter acquired, other than inventory, farm products, or consumer goods;

(f) all fixtures, including all goods that have become so related to particular real property that an interest in them arises under real property law, whether now existing or hereafter acquired or affixed;

(g) all general intangibles, including all payment intangibles and software, and all choses in action, causes of action, tax refunds, tax refund claims, rights and claims against carriers and shippers, rights to indemnification, customer lists, business records, purchase orders, goodwill, rights under operating permits, rights under franchise agreements, license agreements, distribution agreements, supply agreements, and other agreements, and all other intangible personal property of the Debtor of every kind and nature;

(h) all goods, including all inventory and all equipment, and all other tangible personal property that is not otherwise described herein;

(i) all instruments, including all promissory notes, drafts, checks, and other negotiable instruments or writings that evidence a right to the payment of a monetary obligation, are not themselves a security agreement or lease, and are of a type that in the ordinary course of business is transferred by delivery with any necessary endorsement or assignment;

(j) all inventory, including all raw materials, work in process, finished goods, materials, supplies, goods held for sale or lease or to be furnished under contracts of service, and all goods of every nature and description now or at any time hereafter held by or on behalf of the Debtor for sale or lease, held for display or demonstration, and all such goods that may be returned to or repossessed by the Debtor;

(k) all investment property, including all securities (whether certificated or uncertificated), securities accounts, securities entitlements, commodity contracts, commodity accounts, and all financial assets held in any securities account;

(l) all letter-of-credit rights, including all rights to payment or performance under any letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance;

(m) all letters of credit, including all rights under standby letters of credit, documentary letters of credit, and all other letters of credit issued for the account of or at the request of the Debtor;

(n) all money, including all currency, coins, and funds, whether in the possession of the Debtor or on deposit in any financial institution;

(o) all securities accounts and all securities entitlements with respect thereto, including all financial assets credited to any securities account maintained by or on behalf of the Debtor;

(p) all commercial tort claims, including those commercial tort claims described in the Security Agreement and any Schedule thereto, as such Schedule may be supplemented from time to time in accordance with the terms of the Security Agreement;

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

(r) all intellectual property, including:

(i) all patents and patent applications, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, and all rights corresponding thereto throughout the world;

(ii) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, and other source or business identifiers, together with the goodwill associated therewith, and all registrations and applications for registration thereof throughout the world, and all rights corresponding thereto;

(iii) all copyrights, copyright registrations, and applications for copyright registration throughout the world, and all rights corresponding thereto;

(iv) all trade secrets, know-how, proprietary information, confidential business information, technical information, manufacturing processes, formulae, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans;

(v) all licenses of or under any of the foregoing, whether as licensor or licensee, including all rights to receive royalties, license fees, and other compensation under or in connection with such licenses; and

(vi) all rights to sue for past, present, and future infringement, dilution, or other violation of any of the foregoing;

(s) all books and records related to any of the foregoing, including all ledgers, records, computer programs, printouts, data, databases, and other property or assets at any time evidencing or relating to any or all of the foregoing; and

(t) all proceeds and products of any and all of the foregoing, including:

(i) all proceeds of any insurance, indemnity, warranty, or guaranty payable to or for the benefit of the Debtor with respect to any of the foregoing;

(ii) all payments (in any form whatsoever) made or due and payable to the Debtor from time to time in connection with any requisition, confiscation, condemnation, seizure, or forfeiture of all or any part of the foregoing by any governmental authority;

(iii) all proceeds of any sale, exchange, collection, or other disposition of any of the foregoing; and

(iv) all proceeds of proceeds, and all products of any of the foregoing.

Reference to Security Agreement: All assets described in the Security Agreement dated as of March 28, 2025, among the Debtor, Nexford Industrial Holdings Inc., the other Grantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent (the "Security Agreement"), as the same may be amended, restated, supplemented, or otherwise modified from time to time. The collateral description set forth herein is consistent with the blanket lien granted under the Security Agreement — Execution Version (Document 58) and is intended to encompass all personal property of the Debtor in which a security interest has been granted pursuant thereto.

FIELD 5 — CHECK BOXES / ADDITIONAL INFORMATION

5a. This Financing Statement covers the following types of collateral:

Not applicable. A full blanket lien over all personal property of the Debtor is described in Field 4 above and in Exhibit A attached hereto, if applicable.

5b. Check applicable boxes:

Debtor is a Transmitting Utility — NOT CHECKED

Lakeshore Precision Engineering, Inc. is a precision engineering and manufacturing company and does not constitute a "transmitting utility" as defined in UCC § 9-102(a)(81). Accordingly, this box is not checked, and this Financing Statement will lapse five (5) years from the date of filing unless a continuation statement is timely filed in accordance with UCC § 9-515.

Filed as a Financing Statement — CHECKED

This document is filed as a Financing Statement (initial filing) under Article 9 of the Uniform Commercial Code as enacted in Michigan.

Note Regarding Fixtures:

The collateral description set forth in Field 4 includes fixtures. However, a separate fixture filing pursuant to UCC § 9-502(b) will be made if applicable in connection with any real property mortgage for Michigan-located properties. As of the date hereof, no Michigan-located real property is included in the current four-property mortgage package being recorded in connection with the closing of the Credit Agreement. The mortgaged properties in the current transaction are located in Illinois (2 properties), South Carolina (1 property), and Texas (1 property). In the event that any Michigan real property is subsequently acquired by the Debtor or any other Grantor and becomes subject to a mortgage lien securing the obligations under the Credit Agreement, a separate fixture filing will be prepared and filed at that time in the office where a mortgage on the related real property would be recorded.

FIELD 6 — OPTIONAL FILER REFERENCE DATA

The foregoing reference data is provided for informational and internal tracking purposes only and does not form part of the Financing Statement for purposes of Article 9 of the Uniform Commercial Code. The inclusion or omission of optional filer reference data does not affect the sufficiency or effectiveness of this Financing Statement.

FIELD 7 — ALTERNATIVE DESIGNATION

Not applicable. This Financing Statement is filed in connection with a standard secured transaction. No alternative designation (e.g., agricultural lien, consignment, bailee, or other alternative designation) is applicable.

EXHIBIT A — EXTENDED COLLATERAL DESCRIPTION

EXHIBIT A TO UCC-1 FINANCING STATEMENT

Debtor: Lakeshore Precision Engineering, Inc.

Secured Party: Crescent Harbor Bank, N.A., as Collateral Agent

This Exhibit A is attached to and forms a part of the UCC-1 Financing Statement filed in connection with the Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among the Debtor, Nexford Industrial Holdings Inc., the other Grantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent. In the event that the collateral description set forth in Field 4 of the Financing Statement exceeds the space allocated therein, this Exhibit A recites the full collateral description from the Security Agreement.

Collateral Description. The collateral subject to the security interest granted by the Debtor in favor of the Secured Party consists of all personal property of the Debtor, whether now owned or hereafter acquired, and wherever located, as more particularly described in Field 4 of the Financing Statement to which this Exhibit A is attached, including all categories of personal property enumerated in clauses (a) through (t) thereof.

Exclusions. Notwithstanding the foregoing, the collateral does not include:

(i) Motor vehicles with a book value below Two Hundred Fifty Thousand Dollars ($250,000) per vehicle, as to which certificates of title have not been delivered to the Collateral Agent (provided that all motor vehicles with a book value equal to or exceeding $250,000 per vehicle are included in the collateral and certificates of title therefor shall be delivered to the Collateral Agent in accordance with the Security Agreement);

(ii) Letter-of-credit rights with a face amount of less than One Million Dollars ($1,000,000) per letter of credit, except to the extent that a security interest therein is perfected by the filing of this Financing Statement without further action;

(iii) Commercial tort claims with a value of less than Two Million Five Hundred Thousand Dollars ($2,500,000) per claim, provided that any commercial tort claims with a value equal to or exceeding $2,500,000 per claim shall be identified on a Schedule to the Security Agreement and shall be included in the collateral;

(iv) Any assets as to which the Collateral Agent has determined, in its reasonable discretion (and in consultation with the Borrower), that the cost of obtaining or perfecting a security interest therein would be excessive in relation to the benefit to the Secured Parties of the security afforded thereby; and

(v) Any other assets expressly excluded from the collateral under the terms of the Security Agreement, including, without limitation, (A) any lease, license, or other agreement to the extent that the grant of a security interest therein is prohibited by the terms thereof (after giving effect to the applicable anti-assignment override provisions of the UCC), (B) any intent-to-use trademark application to the extent that the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal law, and (C) any equity interests in any foreign subsidiary to the extent that the pledge of such equity interests exceeds sixty-five percent (65%) of the total outstanding voting equity interests of such foreign subsidiary.

Proceeds Clause. The collateral includes all proceeds and products of any and all of the foregoing, including, without limitation, all insurance proceeds, condemnation awards, and all proceeds of proceeds, in each case whether now existing or hereafter arising.

FILING INSTRUCTIONS AND ADMINISTRATIVE NOTES

Filing Jurisdiction Rationale

Lakeshore Precision Engineering, Inc. is a corporation organized under the laws of the State of Michigan. Under UCC § 9-301(1) and Michigan's enactment of Article 9 at MCL § 440.9301(1), the law of the jurisdiction in which the debtor is located governs the perfection and priority of a security interest in the debtor's personal property. Under UCC § 9-307(e) and MCL § 440.9307(5), a registered organization that is organized under the law of a state is located in that state. Accordingly, because Lakeshore Precision Engineering, Inc. is a Michigan corporation, the proper filing jurisdiction for this Financing Statement is the State of Michigan, and the proper filing office is the Michigan Department of State, which serves as the central filing office for UCC filings in Michigan.

Filing Fee. The filing fee for this Financing Statement is in accordance with the Michigan Department of State fee schedule. As of the date hereof, the filing fee for an initial UCC-1 Financing Statement filed electronically is Twenty Dollars ($20.00). If filed as a paper filing, the fee may differ, and the filer should confirm the applicable fee at the time of filing.

Number of Copies

• Original: For filing with the Michigan Department of State

• Copy 1: For Calderwood & Harkness LLP files (Matter No. 1005-00001)

• Copy 2: For Crescent Harbor Bank, N.A. as Collateral Agent

Filing Method. This Financing Statement is intended to be filed electronically through the Michigan Department of State UCC filing system (accessible at www.michigan.gov/sos). In the alternative, this Financing Statement may be filed as a paper filing at the following address:

Michigan Department of State UCC Section 7064 Crowner Drive Lansing, MI 48918

Related Filings. This UCC-1 Financing Statement is one of thirteen (13) UCC-1 Financing Statements being filed simultaneously across six (6) states in connection with the closing of the Credit Agreement on March 28, 2025. The filing jurisdictions and the corresponding debtor entities are as follows:

Corresponding UCC-3 Termination Statement

In connection with the refinancing of Lakeshore Precision Engineering, Inc.'s existing indebtedness, a UCC-3 Termination Statement will be filed (or has been filed as of March 31, 2025) to terminate any existing UCC-1 Financing Statements in favor of Atlas Meridian Bank, N.A. against Lakeshore Precision Engineering, Inc. in the State of Michigan. The existing financing statement(s) to be terminated relate to prior secured financing arrangements that are being repaid and terminated in connection with the closing under the Credit Agreement. Calderwood & Harkness LLP has conducted a UCC search in Michigan against Lakeshore Precision Engineering, Inc. as of March 24, 2025, and has identified the following existing filing(s) to be terminated:

• Filing Number: 2023-0487621

• Filed: September 15, 2023

• Secured Party: Atlas Meridian Bank, N.A., as Administrative Agent

• Collateral: All assets (blanket lien)

• Status: To be terminated via UCC-3 Termination Statement on or about March 28–31, 2025

Confirmation of the filing of the UCC-3 Termination Statement should be obtained and placed in the Calderwood & Harkness closing files.

SIGNATURE / AUTHORIZATION

Filing Authorization. This Financing Statement is filed by Calderwood & Harkness LLP, as counsel to Nexford Industrial Holdings Inc. (the "Borrower"), on behalf of Crescent Harbor Bank, N.A., as Collateral Agent (the "Secured Party"), pursuant to the authorization contained in the Security Agreement.

Debtor Authorization. The Debtor has authorized the filing of this Financing Statement pursuant to Section 4.03 of the Security Agreement dated as of March 28, 2025. Section 4.03 of the Security Agreement contains a blanket authorization for the Collateral Agent to file financing statements, amendments, and continuation statements, and any other documents or instruments necessary or advisable to perfect, protect, or continue the perfection of the security interests granted under the Security Agreement, without the signature of the Debtor, as permitted under UCC § 9-509(b) and MCL § 440.9509(2). Under UCC § 9-509(b), a filing is authorized if the debtor has authenticated a security agreement that covers the collateral described in the financing statement. The Debtor authenticated the Security Agreement on March 28, 2025, and the Security Agreement covers all of the collateral described in this Financing Statement. Accordingly, no signature of the Debtor is required on this Financing Statement.

Prepared By.

This Financing Statement was prepared by:

Sophie Tremblay Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4000

Email: sophie.tremblay@calderwoodharkness.com

Filing Party Contact Information

For questions regarding this filing, please contact:

Marcus Leung Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4000

Email: marcus.leung@calderwoodharkness.com

CERTIFICATION

The undersigned, acting in the capacity set forth below, hereby certifies that (i) this Financing Statement has been prepared in accordance with the applicable provisions of Article 9 of the Uniform Commercial Code as enacted in the State of Michigan, (ii) the Debtor has authorized the filing of this Financing Statement pursuant to the Security Agreement, and (iii) the information set forth herein is true and correct to the best of the undersigned's knowledge and belief as of the date of preparation.

CALDERWOOD & HARKNESS LLP as counsel to Nexford Industrial Holdings Inc. (Borrower), on behalf of Crescent Harbor Bank, N.A., as Collateral Agent (Secured Party)

By: ________

Name: Sophie Tremblay

Title: Associate

Date: March 28, 2025

Approved by: ________

Name: Marcus Leung

Title: Partner

Date: March 28, 2025

CONFIDENTIAL — This document and the information contained herein are confidential and are intended solely for the use of the parties to the Credit Agreement and the Security Agreement referenced herein and their respective counsel. This document is subject to the attorney-client privilege and the work product doctrine to the extent applicable. Unauthorized use, disclosure, or distribution of this document is strictly prohibited.

Calderwood & Harkness LLP	Matter No. 1005-00001	Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B	UCC-1 Filing — Michigan (Lakeshore Precision Engineering, Inc.)
Field	Information
2a. Organization's Name	Lakeshore Precision Engineering, Inc.
2b. Mailing Address	3200 Lakeshore Boulevard
2c. City	Muskegon
2d. State	MI (Michigan)
2e. Postal Code	49441
2f. Country	United States
2g. Jurisdiction of Organization	Michigan
2h. Organizational ID Number	802174396
Field	Information
3a. Organization's Name	Crescent Harbor Bank, N.A., as Collateral Agent
3b. Mailing Address	320 Federal Street
3c. City	Boston
3d. State	MA (Massachusetts)
3e. Postal Code	02110
3f. Country	United States
Reference Item	Data
C&H Matter Number	1005-00001
Transaction Reference	Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B
Credit Agreement Date	March 28, 2025
Anticipated CUSIP	65432X AA1
Anticipated LoanX ID	LX-234567
Filing Jurisdiction	Number of Filings	Debtor Entity (or Entities)
Delaware	4	Nexford Industrial Holdings Inc. and three Delaware-incorporated subsidiaries

Illinois	2	Two Illinois-incorporated subsidiaries
Michigan	1	Lakeshore Precision Engineering, Inc.
Pennsylvania	3	Three Pennsylvania-incorporated subsidiaries
South Carolina	1	One South Carolina-incorporated subsidiary
Texas	2	Two Texas-incorporated subsidiaries
Total	13

UCC FINANCING STATEMENT
(Form UCC1)
Filed with the Michigan Department of State Lansing, Michigan
Date Prepared: March 28, 2025
This Financing Statement is prepared in accordance with the standard UCC-1 Financing Statement form fields consistent with the national UCC1 form adopted by the International Association of Commercial Administrators (IACA), as adapted for Michigan filing requirements under Article 9 of the Uniform Commercial Code as enacted in Michigan (MCL §§ 440.9101–440.9809). This document is intended to be filed electronically through the Michigan Department of State UCC filing system or, in the alternative, as a paper filing at the Michigan Department of State, 7064 Crowner Drive, Lansing, MI 48918.
FIELD 1 — FILING OFFICE INFORMATION
Send Acknowledgment Copy of Filing Statement to:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Marcus Leung
Telephone: (212) 558-4000
Email: marcus.leung@calderwoodharkness.com
The filing office is requested to return the acknowledgment copy of the filed Financing Statement, together with the file-stamped date and initial financing statement file number, to the above address. If the filing office is unable to accept this Financing Statement for filing, it is requested that notice of refusal and the reason(s) therefor be returned to the above address.
FIELD 1a — INITIAL FINANCING STATEMENT FILE NUMBER
[To be assigned by the Michigan Department of State upon filing]
This field is left blank. The initial financing statement file number will be assigned by the Michigan Department of State upon acceptance of this Financing Statement for filing. The file number, once assigned, should be recorded in the Calderwood & Harkness closing files under Matter Number 1005-00001 and communicated to Crescent Harbor Bank, N.A. as Collateral Agent.
FIELD 1b — FILING OFFICE USE ONLY
[Reserved for filing office stamp/date]
This field is reserved exclusively for use by the Michigan Department of State. No information has been inserted by the filer.
FIELD 2 — DEBTOR INFORMATION
The Debtor is an Organization.
Additional Debtor Information:
Entity Type: Corporation
State of Incorporation: Michigan
Date of Incorporation: June 14, 2011
Registered Agent: Ashgrove Services Inc., 40600 Ann Arbor Road East, Suite 201, Plymouth, MI 48170
Lakeshore Precision Engineering, Inc. is a Michigan corporation organized and existing under the laws of the State of Michigan, with its principal place of business at 3200 Lakeshore Boulevard, Muskegon, Michigan 49441. The Debtor's exact legal name as set forth in its Articles of Incorporation on file with the Michigan Department of State is "Lakeshore Precision Engineering, Inc." A search of the Michigan Department of State corporate records was conducted on March 25, 2025, confirming that the entity is in good standing and that the organizational identification number set forth above is current and accurate.
Lakeshore Precision Engineering, Inc. was acquired by Nexford Industrial Holdings Inc. in 2024 and is one of eleven (11) Subsidiary Guarantors under the Credit Agreement dated as of March 28, 2025 (as defined below). The Debtor is a wholly-owned subsidiary of Nexford Industrial Holdings Inc.
FIELD 3 — SECURED PARTY INFORMATION
The Secured Party is an Organization.
Additional Secured Party Information:
Crescent Harbor Bank, N.A. acts in its capacity as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc. as Borrower, the Guarantors party thereto (including Lakeshore Precision Engineering, Inc.), Crescent Harbor Bank, N.A. as Administrative Agent and Collateral Agent, and the Lenders party thereto. Crescent Harbor Bank, N.A. is a national banking association organized and existing under the laws of the United States of America, with its principal office located at 320 Federal Street, Boston, Massachusetts 02110.
All notices and communications to the Secured Party in connection with this Financing Statement should be directed to:
Crescent Harbor Bank, N.A. Agency Services Division 320 Federal Street, 12th Floor Boston, Massachusetts 02110
Attention: Lauren Vasquez, Vice President — Agency Services
Telephone: (617) 555-7200
Email: lauren.vasquez@crescentharbor.com
With a copy to:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Marcus Leung
Telephone: (212) 558-4000
Email: marcus.leung@calderwoodharkness.com
FIELD 4 — COLLATERAL DESCRIPTION
This Financing Statement covers the following collateral in which the Secured Party has been granted a security interest pursuant to the Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among the Debtor, Nexford Industrial Holdings Inc., the other Grantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent:
All personal property of the Debtor, whether now owned or hereafter acquired, and wherever located, including, without limitation, all right, title, and interest of the Debtor in, to, and under each of the following, whether now existing or hereafter arising or acquired:
(a) all accounts and accounts receivable, including all rights to payment of a monetary obligation, whether or not earned by performance, for property that has been or is to be sold, leased, licensed, assigned, or otherwise disposed of, for services rendered or to be rendered, for a policy of insurance issued or to be issued, for a secondary obligation incurred or to be incurred, for energy provided or to be provided, for the use or hire of a vessel under a charter or other contract, arising out of the use of a credit or charge card or information contained on or for use with the card, or as winnings in a lottery or other game of chance operated or sponsored by a State, governmental unit of a State, or person authorized to operate or sponsor such a game;
(b) all chattel paper, including both electronic chattel paper and tangible chattel paper, including all records or records that evidence both a monetary obligation and a security interest in specific goods, a security interest in specific goods and software used in the goods, a security interest in specific goods and license of software used in the goods, a lease of specific goods, or a lease of specific goods and license of software used in the 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 other depository institution, whether now existing or hereafter established;
(d) all documents, including all documents of title, bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods, and also any other document that in the regular course of business or financing is treated as adequately evidencing that the person in possession of it is entitled to receive, hold, and dispose of the document and the goods it covers;
(e) all equipment, including all machinery, tools, dies, molds, jigs, presses, fixtures, furniture, furnishings, vehicles (to the extent not excluded below), computer hardware, telecommunications equipment, manufacturing equipment, testing equipment, and all other tangible personal property, whether now owned or hereafter acquired, other than inventory, farm products, or consumer goods;
(f) all fixtures, including all goods that have become so related to particular real property that an interest in them arises under real property law, whether now existing or hereafter acquired or affixed;
(g) all general intangibles, including all payment intangibles and software, and all choses in action, causes of action, tax refunds, tax refund claims, rights and claims against carriers and shippers, rights to indemnification, customer lists, business records, purchase orders, goodwill, rights under operating permits, rights under franchise agreements, license agreements, distribution agreements, supply agreements, and other agreements, and all other intangible personal property of the Debtor of every kind and nature;
(h) all goods, including all inventory and all equipment, and all other tangible personal property that is not otherwise described herein;
(i) all instruments, including all promissory notes, drafts, checks, and other negotiable instruments or writings that evidence a right to the payment of a monetary obligation, are not themselves a security agreement or lease, and are of a type that in the ordinary course of business is transferred by delivery with any necessary endorsement or assignment;
(j) all inventory, including all raw materials, work in process, finished goods, materials, supplies, goods held for sale or lease or to be furnished under contracts of service, and all goods of every nature and description now or at any time hereafter held by or on behalf of the Debtor for sale or lease, held for display or demonstration, and all such goods that may be returned to or repossessed by the Debtor;
(k) all investment property, including all securities (whether certificated or uncertificated), securities accounts, securities entitlements, commodity contracts, commodity accounts, and all financial assets held in any securities account;
(l) all letter-of-credit rights, including all rights to payment or performance under any letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance;
(m) all letters of credit, including all rights under standby letters of credit, documentary letters of credit, and all other letters of credit issued for the account of or at the request of the Debtor;
(n) all money, including all currency, coins, and funds, whether in the possession of the Debtor or on deposit in any financial institution;
(o) all securities accounts and all securities entitlements with respect thereto, including all financial assets credited to any securities account maintained by or on behalf of the Debtor;
(p) all commercial tort claims, including those commercial tort claims described in the Security Agreement and any Schedule thereto, as such Schedule may be supplemented from time to time in accordance with the terms of the Security Agreement;
(q) all supporting obligations, including all letters of credit, guaranties, and other secondary obligations that support the payment or performance of any of the foregoing;
(r) all intellectual property, including:
(i) all patents and patent applications, including all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, and all rights corresponding thereto throughout the world;
(ii) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, and other source or business identifiers, together with the goodwill associated therewith, and all registrations and applications for registration thereof throughout the world, and all rights corresponding thereto;
(iii) all copyrights, copyright registrations, and applications for copyright registration throughout the world, and all rights corresponding thereto;
(iv) all trade secrets, know-how, proprietary information, confidential business information, technical information, manufacturing processes, formulae, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans;
(v) all licenses of or under any of the foregoing, whether as licensor or licensee, including all rights to receive royalties, license fees, and other compensation under or in connection with such licenses; and
(vi) all rights to sue for past, present, and future infringement, dilution, or other violation of any of the foregoing;
(s) all books and records related to any of the foregoing, including all ledgers, records, computer programs, printouts, data, databases, and other property or assets at any time evidencing or relating to any or all of the foregoing; and
(t) all proceeds and products of any and all of the foregoing, including:
(i) all proceeds of any insurance, indemnity, warranty, or guaranty payable to or for the benefit of the Debtor with respect to any of the foregoing;
(ii) all payments (in any form whatsoever) made or due and payable to the Debtor from time to time in connection with any requisition, confiscation, condemnation, seizure, or forfeiture of all or any part of the foregoing by any governmental authority;
(iii) all proceeds of any sale, exchange, collection, or other disposition of any of the foregoing; and
(iv) all proceeds of proceeds, and all products of any of the foregoing.
Reference to Security Agreement: All assets described in the Security Agreement dated as of March 28, 2025, among the Debtor, Nexford Industrial Holdings Inc., the other Grantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent (the "Security Agreement"), as the same may be amended, restated, supplemented, or otherwise modified from time to time. The collateral description set forth herein is consistent with the blanket lien granted under the Security Agreement — Execution Version (Document 58) and is intended to encompass all personal property of the Debtor in which a security interest has been granted pursuant thereto.
FIELD 5 — CHECK BOXES / ADDITIONAL INFORMATION
5a. This Financing Statement covers the following types of collateral:
Not applicable. A full blanket lien over all personal property of the Debtor is described in Field 4 above and in Exhibit A attached hereto, if applicable.
5b. Check applicable boxes:
Debtor is a Transmitting Utility — NOT CHECKED
Lakeshore Precision Engineering, Inc. is a precision engineering and manufacturing company and does not constitute a "transmitting utility" as defined in UCC § 9-102(a)(81). Accordingly, this box is not checked, and this Financing Statement will lapse five (5) years from the date of filing unless a continuation statement is timely filed in accordance with UCC § 9-515.
Filed as a Financing Statement — CHECKED
This document is filed as a Financing Statement (initial filing) under Article 9 of the Uniform Commercial Code as enacted in Michigan.
Note Regarding Fixtures:
The collateral description set forth in Field 4 includes fixtures. However, a separate fixture filing pursuant to UCC § 9-502(b) will be made if applicable in connection with any real property mortgage for Michigan-located properties. As of the date hereof, no Michigan-located real property is included in the current four-property mortgage package being recorded in connection with the closing of the Credit Agreement. The mortgaged properties in the current transaction are located in Illinois (2 properties), South Carolina (1 property), and Texas (1 property). In the event that any Michigan real property is subsequently acquired by the Debtor or any other Grantor and becomes subject to a mortgage lien securing the obligations under the Credit Agreement, a separate fixture filing will be prepared and filed at that time in the office where a mortgage on the related real property would be recorded.
FIELD 6 — OPTIONAL FILER REFERENCE DATA
The foregoing reference data is provided for informational and internal tracking purposes only and does not form part of the Financing Statement for purposes of Article 9 of the Uniform Commercial Code. The inclusion or omission of optional filer reference data does not affect the sufficiency or effectiveness of this Financing Statement.
FIELD 7 — ALTERNATIVE DESIGNATION
Not applicable. This Financing Statement is filed in connection with a standard secured transaction. No alternative designation (e.g., agricultural lien, consignment, bailee, or other alternative designation) is applicable.
EXHIBIT A — EXTENDED COLLATERAL DESCRIPTION
EXHIBIT A TO UCC-1 FINANCING STATEMENT
Debtor: Lakeshore Precision Engineering, Inc.
Secured Party: Crescent Harbor Bank, N.A., as Collateral Agent
This Exhibit A is attached to and forms a part of the UCC-1 Financing Statement filed in connection with the Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among the Debtor, Nexford Industrial Holdings Inc., the other Grantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent. In the event that the collateral description set forth in Field 4 of the Financing Statement exceeds the space allocated therein, this Exhibit A recites the full collateral description from the Security Agreement.
Collateral Description.  The collateral subject to the security interest granted by the Debtor in favor of the Secured Party consists of all personal property of the Debtor, whether now owned or hereafter acquired, and wherever located, as more particularly described in Field 4 of the Financing Statement to which this Exhibit A is attached, including all categories of personal property enumerated in clauses (a) through (t) thereof.
Exclusions.  Notwithstanding the foregoing, the collateral does not include:
(i) Motor vehicles with a book value below Two Hundred Fifty Thousand Dollars ($250,000) per vehicle, as to which certificates of title have not been delivered to the Collateral Agent (provided that all motor vehicles with a book value equal to or exceeding $250,000 per vehicle are included in the collateral and certificates of title therefor shall be delivered to the Collateral Agent in accordance with the Security Agreement);
(ii) Letter-of-credit rights with a face amount of less than One Million Dollars ($1,000,000) per letter of credit, except to the extent that a security interest therein is perfected by the filing of this Financing Statement without further action;
(iii) Commercial tort claims with a value of less than Two Million Five Hundred Thousand Dollars ($2,500,000) per claim, provided that any commercial tort claims with a value equal to or exceeding $2,500,000 per claim shall be identified on a Schedule to the Security Agreement and shall be included in the collateral;
(iv) Any assets as to which the Collateral Agent has determined, in its reasonable discretion (and in consultation with the Borrower), that the cost of obtaining or perfecting a security interest therein would be excessive in relation to the benefit to the Secured Parties of the security afforded thereby; and
(v) Any other assets expressly excluded from the collateral under the terms of the Security Agreement, including, without limitation, (A) any lease, license, or other agreement to the extent that the grant of a security interest therein is prohibited by the terms thereof (after giving effect to the applicable anti-assignment override provisions of the UCC), (B) any intent-to-use trademark application to the extent that the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal law, and (C) any equity interests in any foreign subsidiary to the extent that the pledge of such equity interests exceeds sixty-five percent (65%) of the total outstanding voting equity interests of such foreign subsidiary.
Proceeds Clause.  The collateral includes all proceeds and products of any and all of the foregoing, including, without limitation, all insurance proceeds, condemnation awards, and all proceeds of proceeds, in each case whether now existing or hereafter arising.
FILING INSTRUCTIONS AND ADMINISTRATIVE NOTES
Filing Jurisdiction Rationale
Lakeshore Precision Engineering, Inc. is a corporation organized under the laws of the State of Michigan. Under UCC § 9-301(1) and Michigan's enactment of Article 9 at MCL § 440.9301(1), the law of the jurisdiction in which the debtor is located governs the perfection and priority of a security interest in the debtor's personal property. Under UCC § 9-307(e) and MCL § 440.9307(5), a registered organization that is organized under the law of a state is located in that state. Accordingly, because Lakeshore Precision Engineering, Inc. is a Michigan corporation, the proper filing jurisdiction for this Financing Statement is the State of Michigan, and the proper filing office is the Michigan Department of State, which serves as the central filing office for UCC filings in Michigan.
Filing Fee.  The filing fee for this Financing Statement is in accordance with the Michigan Department of State fee schedule. As of the date hereof, the filing fee for an initial UCC-1 Financing Statement filed electronically is Twenty Dollars ($20.00). If filed as a paper filing, the fee may differ, and the filer should confirm the applicable fee at the time of filing.
Number of Copies
•  Original: For filing with the Michigan Department of State
•  Copy 1: For Calderwood & Harkness LLP files (Matter No. 1005-00001)
•  Copy 2: For Crescent Harbor Bank, N.A. as Collateral Agent
Filing Method.  This Financing Statement is intended to be filed electronically through the Michigan Department of State UCC filing system (accessible at www.michigan.gov/sos). In the alternative, this Financing Statement may be filed as a paper filing at the following address:
Michigan Department of State UCC Section 7064 Crowner Drive Lansing, MI 48918
Related Filings.  This UCC-1 Financing Statement is one of thirteen (13) UCC-1 Financing Statements being filed simultaneously across six (6) states in connection with the closing of the Credit Agreement on March 28, 2025. The filing jurisdictions and the corresponding debtor entities are as follows:
Corresponding UCC-3 Termination Statement
In connection with the refinancing of Lakeshore Precision Engineering, Inc.'s existing indebtedness, a UCC-3 Termination Statement will be filed (or has been filed as of March 31, 2025) to terminate any existing UCC-1 Financing Statements in favor of Atlas Meridian Bank, N.A. against Lakeshore Precision Engineering, Inc. in the State of Michigan. The existing financing statement(s) to be terminated relate to prior secured financing arrangements that are being repaid and terminated in connection with the closing under the Credit Agreement. Calderwood & Harkness LLP has conducted a UCC search in Michigan against Lakeshore Precision Engineering, Inc. as of March 24, 2025, and has identified the following existing filing(s) to be terminated:
•  Filing Number: 2023-0487621
•  Filed: September 15, 2023
•  Secured Party: Atlas Meridian Bank, N.A., as Administrative Agent
•  Collateral: All assets (blanket lien)
•  Status: To be terminated via UCC-3 Termination Statement on or about March 28–31, 2025
Confirmation of the filing of the UCC-3 Termination Statement should be obtained and placed in the Calderwood & Harkness closing files.
SIGNATURE / AUTHORIZATION
Filing Authorization.  This Financing Statement is filed by Calderwood & Harkness LLP, as counsel to Nexford Industrial Holdings Inc. (the "Borrower"), on behalf of Crescent Harbor Bank, N.A., as Collateral Agent (the "Secured Party"), pursuant to the authorization contained in the Security Agreement.
Debtor Authorization.  The Debtor has authorized the filing of this Financing Statement pursuant to Section 4.03 of the Security Agreement dated as of March 28, 2025. Section 4.03 of the Security Agreement contains a blanket authorization for the Collateral Agent to file financing statements, amendments, and continuation statements, and any other documents or instruments necessary or advisable to perfect, protect, or continue the perfection of the security interests granted under the Security Agreement, without the signature of the Debtor, as permitted under UCC § 9-509(b) and MCL § 440.9509(2). Under UCC § 9-509(b), a filing is authorized if the debtor has authenticated a security agreement that covers the collateral described in the financing statement. The Debtor authenticated the Security Agreement on March 28, 2025, and the Security Agreement covers all of the collateral described in this Financing Statement. Accordingly, no signature of the Debtor is required on this Financing Statement.
Prepared By.  
This Financing Statement was prepared by:
Sophie Tremblay Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4000
Email: sophie.tremblay@calderwoodharkness.com
Filing Party Contact Information
For questions regarding this filing, please contact:
Marcus Leung Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4000
Email: marcus.leung@calderwoodharkness.com
CERTIFICATION
The undersigned, acting in the capacity set forth below, hereby certifies that (i) this Financing Statement has been prepared in accordance with the applicable provisions of Article 9 of the Uniform Commercial Code as enacted in the State of Michigan, (ii) the Debtor has authorized the filing of this Financing Statement pursuant to the Security Agreement, and (iii) the information set forth herein is true and correct to the best of the undersigned's knowledge and belief as of the date of preparation.
CALDERWOOD & HARKNESS LLP as counsel to Nexford Industrial Holdings Inc. (Borrower), on behalf of Crescent Harbor Bank, N.A., as Collateral Agent (Secured Party)
By: ________
Name: Sophie Tremblay
Title: Associate
Date: March 28, 2025
Approved by: ________
Name: Marcus Leung
Title: Partner
Date: March 28, 2025
CONFIDENTIAL — This document and the information contained herein are confidential and are intended solely for the use of the parties to the Credit Agreement and the Security Agreement referenced herein and their respective counsel. This document is subject to the attorney-client privilege and the work product doctrine to the extent applicable. Unauthorized use, disclosure, or distribution of this document is strictly prohibited.
Calderwood & Harkness LLP | Matter No. 1005-00001 | Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B | UCC-1 Filing — Michigan (Lakeshore Precision Engineering, Inc.)
Field | Information
2a. Organization's Name | Lakeshore Precision Engineering, Inc.
2b. Mailing Address | 3200 Lakeshore Boulevard
2c. City | Muskegon
2d. State | MI (Michigan)
2e. Postal Code | 49441
2f. Country | United States
2g. Jurisdiction of Organization | Michigan
2h. Organizational ID Number | 802174396
Field | Information
3a. Organization's Name | Crescent Harbor Bank, N.A., as Collateral Agent
3b. Mailing Address | 320 Federal Street
3c. City | Boston
3d. State | MA (Massachusetts)
3e. Postal Code | 02110
3f. Country | United States
Reference Item | Data
C&H Matter Number | 1005-00001
Transaction Reference | Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B
Credit Agreement Date | March 28, 2025
Anticipated CUSIP | 65432X AA1
Anticipated LoanX ID | LX-234567
Filing Jurisdiction | Number of Filings | Debtor Entity (or Entities)
Delaware | 4 | Nexford Industrial Holdings Inc. and three Delaware-incorporated subsidiaries
Illinois | 2 | Two Illinois-incorporated subsidiaries
Michigan | 1 | Lakeshore Precision Engineering, Inc.
Pennsylvania | 3 | Three Pennsylvania-incorporated subsidiaries
South Carolina | 1 | One South Carolina-incorporated subsidiary
Texas | 2 | Two Texas-incorporated subsidiaries
Total | 13

UCC FINANCING STATEMENT

EXHIBIT A TO UCC-1 FINANCING STATEMENT

FILING INSTRUCTIONS AND ADMINISTRATIVE NOTES

SIGNATURE / AUTHORIZATION

CERTIFICATION

Record

Parties

Dates

Amounts