1005-00001 · Nexford Industrial Holdings · UCC Filings

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UCC FINANCING STATEMENT

(Form UCC-1)

Commonwealth of Pennsylvania Department of State Bureau of Corporations and Charitable Organizations

Date of Preparation: March 28, 2025

This UCC Financing Statement is prepared and filed in accordance with the standard national UCC-1 Financing Statement form adopted under Revised Article 9 of the Uniform Commercial Code, as enacted in the Commonwealth of Pennsylvania at 13 Pa.C.S. § 9101 et seq., and adapted in accordance with the filing requirements and procedures of the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations.

Box A — FILING OFFICE INFORMATION

Filed With:

Pennsylvania Department of State Bureau of Corporations and Charitable Organizations 401 North Street, Room 206 Harrisburg, Pennsylvania 17120

Note: The Commonwealth of Pennsylvania designates the Department of State — not the Secretary of State — as the central filing office for UCC financing statements covering collateral other than as-extracted collateral, timber to be cut, and fixtures (which are filed with the applicable county recorder of deeds). All references herein to the "filing office" refer to the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations.

The space below is reserved for filing office use only. The filing number, filing date, and filing time will be assigned by the filing office upon acceptance of this Financing Statement.

Box 1 — DEBTOR INFORMATION

Provide information for the Debtor below. If the Debtor is a Registered Organization (e.g., corporation, limited partnership, limited liability company), provide the exact legal name as shown on the public organic record in the Debtor's jurisdiction of organization.

Note: The Debtor, Clearfield Tool & Die, Inc., is a corporation organized and existing under the laws of the Commonwealth of Pennsylvania. Pursuant to Section 9-301(1) of the Uniform Commercial Code (13 Pa.C.S. § 9301(a)(1)), the law governing perfection and the effect of perfection or nonperfection of a security interest in collateral of a registered organization organized under the law of a state is the law of the state under whose law the organization is organized. Accordingly, this UCC-1 Financing Statement is properly filed with the Pennsylvania Department of State as the central filing office for the Debtor's jurisdiction of organization. The Debtor's exact legal name has been verified against the records of the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, and is set forth herein exactly as it appears on the Debtor's public organic record (Articles of Incorporation, as amended).

Box 2 — ADDITIONAL DEBTOR

Not Applicable. There is no additional debtor on this filing. This UCC-1 Financing Statement covers a single Debtor: Clearfield Tool & Die, Inc.

Box 2 is intentionally left blank. N/A.

Box 3 — SECURED PARTY INFORMATION

Provide information for the Secured Party below.

Note: Crescent Harbor Bank, N.A. is filing this UCC-1 Financing Statement in its capacity as Collateral Agent under that certain Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation, as Borrower, the Guarantors party thereto (including Clearfield Tool & Die, Inc., as a Subsidiary Guarantor), Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto. As Collateral Agent, Crescent Harbor Bank, N.A. holds the security interest created by the Security Agreement (as defined below) for the ratable benefit of all Secured Parties, as such term is defined in the Credit Agreement. This filing is not made in the name of any individual lender or other secured party, but rather in the name of the Collateral Agent, which is authorized under the Credit Agreement and the Security Agreement to file this Financing Statement and to take all actions necessary or desirable to perfect and maintain the perfection of the security interest granted by the Debtor.

Box 4 — COLLATERAL DESCRIPTION

The collateral covered by this Financing Statement is described as follows:

All assets and personal property of the Debtor, whether now owned or hereafter acquired, and 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 commercial tort claims, to the extent described in the Security Agreement (as defined below);

(xiii) all supporting obligations;

(xiv) all money;

(xv) all fixtures; and

(xvi) all products, accessions, rents, profits, and proceeds of any and all of the foregoing (including insurance proceeds and all casualty and condemnation proceeds),

in each case to the extent provided in that certain Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among the Debtor, the other grantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties.

Note: The foregoing collateral description is a broad "all assets" description intended to be consistent with the scope of the security interest granted under the Security Agreement, execution version. Clearfield Tool & Die, Inc. is a Subsidiary Guarantor under the Credit Agreement and a grantor under the Security Agreement. The categories of collateral listed above correspond to the defined terms set forth in Article 9 of the Uniform Commercial Code as enacted in the Commonwealth of Pennsylvania (13 Pa.C.S. § 9102). This collateral description is intended to satisfy the requirements of 13 Pa.C.S. § 9504 (sufficiency of collateral description in a financing statement) and to super-generically describe the collateral in accordance with 13 Pa.C.S. § 9504(b)(2), which permits a financing statement to indicate that it covers all assets or all personal property of the debtor. The Security Agreement contains a more particularized description of the collateral as required by 13 Pa.C.S. § 9108 for the purposes of the security agreement itself. To the extent of any conflict between this Financing Statement and the Security Agreement, the terms of the Security Agreement shall govern the scope and nature of the security interest granted.

Box 5 — CHECK BOXES / ALTERNATIVE DESIGNATIONS

5a. This Financing Statement covers timber to be cut.

This Financing Statement covers as-extracted collateral.

This Financing Statement is filed as a fixture filing.

None of the above apply. This Financing Statement covers personal property collateral that is not timber to be cut, as-extracted collateral, or collateral to be filed as a fixture filing.

5b. Debtor is a Registered Organization. The Debtor is a corporation organized under the laws of the Commonwealth of Pennsylvania and is a "registered organization" as defined in 13 Pa.C.S. § 9102.

Note Regarding Fixture Filing: No fixture filing designation is made on this UCC-1 Financing Statement. Although the collateral description in box 4 includes "all fixtures," this Financing Statement is not being filed as a fixture filing in accordance with 13 Pa.C.S. § 9502(b) (which would require, among other things, a description of the related real property and filing in the office where a mortgage on the related real property would be filed — i.e., the applicable county recorder of deeds). Real property fixture filings, if any are required, will be handled separately in connection with the mortgage recordings as part of the closing deliverables. The Debtor's principal location at 175 Clearfield Avenue, Clearfield, Pennsylvania 16830 is not among the four mortgaged properties under the Credit Agreement, and accordingly no fixture filing against this Debtor at such location is required at this time. If a fixture filing becomes necessary in connection with any after-acquired real property or otherwise, it will be prepared and filed separately as a post-closing item or amendment.

Box 6 — OPTIONAL FILER REFERENCE DATA

Note: The information contained in this box 6 is included for the filer's internal reference and administrative convenience only. Such information does not form part of the Financing Statement for purposes of the Uniform Commercial Code, does not affect the sufficiency or legal effect of this filing, and is not indexed by the filing office. Inclusion of optional filer reference data is permitted under 13 Pa.C.S. § 9521 and the filing office's acceptance procedures.

Box 7 — FILING PARTY / RETURN INFORMATION

Send Acknowledgment Copy To:

Calderwood & Harkness LLP

Attention: Sophie Tremblay

425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000

Email: stremblay@calderwoodharkness.com

Alternative / Additional Return Copy To:

Whitfield & Gage LLP

Attention: Jonathan Ferris

51 West 52nd Street New York, NY 10019 Telephone: (212) 403-1000

Email: jferris@whitfieldgage.com

Note: Calderwood & Harkness LLP serves as counsel to the Administrative Agent and the Collateral Agent (Crescent Harbor Bank, N.A.) in connection with the transactions contemplated by the Credit Agreement. Whitfield & Gage LLP serves as counsel to the Borrower, Nexford Industrial Holdings Inc. Filing acknowledgment copies are requested to be sent to both firms to facilitate coordination of closing deliverables and inclusion in the closing binder. Please direct any questions regarding this filing to Sophie Tremblay at Calderwood & Harkness LLP at the contact information set forth above.

ADDENDUM TO UCC-1 FINANCING STATEMENT

ADDITIONAL INFORMATION

This Addendum is attached to and forms a part of the UCC-1 Financing Statement naming Clearfield Tool & Die, Inc. as Debtor and Crescent Harbor Bank, N.A. as Secured Party, prepared for filing with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations (the "Financing Statement").

1. Transaction Context.

This Financing Statement is filed in connection with the Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among:

• Nexford Industrial Holdings Inc., a Delaware corporation, as Borrower;

• The Guarantors party thereto (including Clearfield Tool & Die, Inc., as a Subsidiary Guarantor);

• Crescent Harbor Bank, N.A., a national banking association, as Administrative Agent and Collateral Agent;

• Ironwood Capital Markets, LLC, as Joint Lead Arranger and Joint Bookrunner;

• Northvane Securities, Inc., as Joint Lead Arranger and Joint Bookrunner; and

• The Lenders from time to time party thereto.

The Credit Agreement provides for a senior secured term loan facility in the aggregate principal amount of $1,400,000,000 (the "Term Loan B Facility"). The obligations of the Borrower under the Credit Agreement are guaranteed by the Subsidiary Guarantors, including the Debtor, pursuant to the terms of the Credit Agreement and the Guaranty contained therein.

2. Information Regarding the Debtor.

Clearfield Tool & Die, Inc. is a corporation organized and existing under the laws of the Commonwealth of Pennsylvania. The Debtor was originally incorporated in Pennsylvania in 1987 and was acquired by Nexford Industrial Holdings Inc. in 2021. As of the date of this filing, the Debtor is a wholly-owned direct subsidiary of Nexford Industrial Holdings Inc. The Debtor serves as a Subsidiary Guarantor under the Credit Agreement and as a grantor under the Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among the Debtor, the other grantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent.

The Debtor's principal place of business is located at 175 Clearfield Avenue, Clearfield, Pennsylvania 16830, where it operates a precision machining and die manufacturing facility. The Debtor's exact legal name as set forth on its public organic record filed with the Pennsylvania Department of State is "Clearfield Tool & Die, Inc." and has not been changed since incorporation.

3. Information Regarding the Secured Party.

Crescent Harbor Bank, N.A. is a national banking association organized and existing under the laws of the United States, with its principal office located at 320 Federal Street, Boston, Massachusetts 02110. In connection with this Financing Statement, Crescent Harbor Bank, N.A. acts solely in its capacity as Collateral Agent for the benefit of the Secured Parties as defined in the Credit Agreement. The term "Secured Parties" includes, without limitation, the Administrative Agent, the Collateral Agent, each Lender, each Issuing Bank (if any), each Hedge Counterparty (if any), and each Cash Management Bank (if any), in each case as defined in the Credit Agreement.

The Collateral Agent is authorized under Article VIII of the Credit Agreement and Section 14 of the Security Agreement to file financing statements and amendments thereto, and to take all other actions necessary or desirable to perfect and maintain the perfection of the security interests created under the Security Agreement, without the signature of the Debtor where permitted by applicable law, including 13 Pa.C.S. § 9509(b).

4. Security Agreement Reference.

The security interest perfected by this Financing Statement was granted pursuant to the Security Agreement dated as of March 28, 2025, among the Debtor (as a grantor), the other grantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent. The Security Agreement grants a security interest in substantially all personal property of each grantor (including the Debtor) to secure the Obligations (as defined in the Credit Agreement). The collateral description set forth in box 4 of the Financing Statement is intended to be coextensive with the scope of the security interest granted under the Security Agreement, and reference is made to the Security Agreement for a complete description of the collateral, the obligations secured thereby, and the rights of the Collateral Agent and the other Secured Parties with respect thereto.

5. Authorization.

This Financing Statement is filed pursuant to the authorization granted by the Debtor under Section 14.3 of the Security Agreement, which provides that each grantor authorizes the Collateral Agent to file one or more financing statements (and amendments thereto and continuation statements thereof) in any UCC filing jurisdiction, covering the collateral described in the Security Agreement, without the signature of such grantor where permitted by applicable law. In accordance with 13 Pa.C.S. § 9509(b), the Debtor's execution and delivery of the Security Agreement constitutes the Debtor's authorization for the Collateral Agent to file this Financing Statement.

FILING FEE AND SUBMISSION INSTRUCTIONS

Filing Fee:

The filing fee for this UCC-1 Financing Statement is payable to the Pennsylvania Department of State in accordance with the then-current fee schedule established by the Bureau of Corporations and Charitable Organizations. As of the date of preparation of this Financing Statement, the applicable filing fee for a UCC-1 Financing Statement filed with the Pennsylvania Department of State is as set forth in the Commonwealth's published fee schedule. Payment shall be made in a form acceptable to the filing office (check, money order, or electronic payment, as applicable).

Submission:

This Financing Statement may be submitted to the filing office by one of the following methods:

(a) Electronic Filing. Via the Pennsylvania Department of State's online UCC filing system, accessible through the Bureau of Corporations and Charitable Organizations' website. Electronic filing is the preferred method and generally results in more expeditious processing and assignment of a filing number.

(b) Mail Filing. By mailing the original Financing Statement (together with the applicable filing fee) to:

Pennsylvania Department of State Bureau of Corporations and Charitable Organizations 401 North Street, Room 206 Harrisburg, PA 17120

Target Filing Date:

This Financing Statement is targeted for filing on March 28, 2025, which is the anticipated closing date of the transactions contemplated by the Credit Agreement. Timely filing of this Financing Statement is a condition precedent to the initial funding under the Credit Agreement, and the filing agent is instructed to use best efforts to ensure that this Financing Statement is filed on or before the closing date.

Post-Filing Deliverables:

Upon acceptance of this Financing Statement by the filing office, a confirmation of filing (including the assigned filing number, filing date, and filing time) and a file-stamped copy of the Financing Statement shall be obtained and delivered to Calderwood & Harkness LLP and Whitfield & Gage LLP at the addresses set forth in box 7 above. The file-stamped copy shall be included in the closing binder under the tab designated "UCC Financing Statements."

COORDINATION AND INTERNAL NOTES

FOR INTERNAL USE ONLY — NOT TO BE INCLUDED IN THE FILED FINANCING STATEMENT

The following coordination notes are provided for the document preparation team at Calderwood & Harkness LLP and are not part of the Financing Statement to be filed with the Pennsylvania Department of State. These notes are included in this draft for reference purposes only and shall be removed from the filing version prior to submission.

1. Filing Context.

This UCC-1 Financing Statement is one of a total of thirteen (13) UCC-1 Financing Statements being filed across six (6) filing jurisdictions as part of the closing deliverables for the Nexford Industrial Holdings Inc. Term Loan B transaction. The filing jurisdictions are as follows:

2. Jurisdictional Basis.

Pennsylvania is the proper filing jurisdiction for Clearfield Tool & Die, Inc. because the Debtor is a corporation organized under the laws of the Commonwealth of Pennsylvania. Under UCC § 9-301(1) (codified in Pennsylvania at 13 Pa.C.S. § 9301(a)(1)), the law governing perfection and the effect of perfection or nonperfection of a security interest in collateral is the local law of the jurisdiction in which the debtor is located. Under 13 Pa.C.S. § 9307(e), a registered organization organized under the law of a state is located in that state. Accordingly, the Debtor is located in Pennsylvania, and this Financing Statement is properly filed with the Pennsylvania Department of State as the appropriate central filing office.

3. Existing UCC Filings — Termination.

A UCC search conducted by Pemberton Industries on March 15, 2025, identified one (1) existing UCC-1 Financing Statement on file against Clearfield Tool & Die, Inc. with the Pennsylvania Department of State, filed by Atlas Meridian Bank, N.A. (initial filing number PA-2019-0472831, filed September 12, 2019). This filing relates to a prior revolving credit facility that is being repaid and terminated in connection with the closing of the Term Loan B transaction. A corresponding UCC-3 Termination Statement terminating the Atlas Meridian Bank, N.A. financing statement is being prepared and is targeted for filing on March 31, 2025, as a post-closing item. Clearance of this prior filing is being tracked on the post-closing checklist maintained by Calderwood & Harkness LLP (Item No. PC-7).

4. Closing Binder.

The original or file-stamped copy of this Financing Statement, together with confirmation of the assigned filing number and filing date, is to be included in the closing binder for the Nexford Industrial Holdings Inc. Term Loan B transaction under the tab designated "UCC Financing Statements — Pennsylvania." A copy shall also be maintained in the Calderwood & Harkness LLP matter file (Matter No. 1005-00001).

5. Continuation Statement.

The effectiveness of this Financing Statement will lapse five (5) years from the date of filing unless a UCC-3 Continuation Statement is timely filed within the six-month window preceding the lapse date, as provided in 13 Pa.C.S. § 9515. A docket reminder for the continuation filing has been set for September 28, 2029 (six months prior to the anticipated lapse date of March 28, 2030).

6. Contact Information.

For questions regarding this filing, contact:

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

Email: stremblay@calderwoodharkness.com

For questions regarding the Borrower's transaction documents, contact:

Jonathan Ferris Whitfield & Gage LLP 51 West 52nd Street New York, NY 10019 Telephone: (212) 403-1000

Email: jferris@whitfieldgage.com

End of UCC-1 Financing Statement — Clearfield Tool & Die, Inc. (Pennsylvania)

CONFIDENTIAL — This document has been prepared by Calderwood & Harkness LLP in connection with the Nexford Industrial Holdings Inc. Term Loan B transaction. This document is subject to attorney-client privilege and work product protection and is not to be distributed to any person or entity other than the intended recipients without the prior written consent of Calderwood & Harkness LLP.

Filing Number:	________
Filing Date:	________
Filing Time:	________

Filing Office Stamp:

Field	Information
1a. Organization's Name:	Clearfield Tool & Die, Inc.
1b. Mailing Address:	175 Clearfield Avenue
1c. City:	Clearfield
1d. State:	PA
1e. Zip Code:	16830
1f. Country:	United States
1g. Tax ID / EIN:	[To be inserted — Clearfield Tool & Die, Inc. Employer Identification Number]
1h. Type of Organization:	Corporation
1i. Jurisdiction of Organization:	Commonwealth of Pennsylvania
1j. Organizational Identification Number:	[To be inserted — Pennsylvania Department of State Entity Number for Clearfield Tool & Die, Inc.]
Field	Information
3a. Organization's Name:	Crescent Harbor Bank, N.A.
3b. Mailing Address:	320 Federal Street
3c. City:	Boston
3d. State:	MA
3e. Zip Code:	02110
3f. Country:	United States
Reference	Data
C&H Matter Number:	1005-00001
Billing Code:	IBL-NIH-2025-031
Transaction Reference:	Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B
Anticipated CUSIP:	65432X AA1
Anticipated LoanX ID:	LX-234567
Filing Prepared By:	Sophie Tremblay, Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017

Jurisdiction	Number of Filings	Debtor(s)
Delaware (Department of State)	4	Nexford Industrial Holdings Inc.; Nexford Precision Manufacturing, LLC; Clearstone Alloys Holdings, LLC; Tidewater Industrial Components, LLC
Illinois (Secretary of State)	2	Midland Fabrication Systems, Inc.; Prairie Tool Works, LLC
Pennsylvania (Department of State)	1	Clearfield Tool & Die, Inc.
South Carolina (Secretary of State)	2	Lowcountry Machine Corp.; Savannah Industrial Supply, Inc.
Texas (Secretary of State)	3	Lone Star Metals, Inc.; Gulf Coast Precision, LP; Brazos Tool & Engineering, LLC
Michigan (Department of State)	1	Great Lakes Die Casting, Inc.

UCC FINANCING STATEMENT
(Form UCC-1)
Commonwealth of Pennsylvania Department of State Bureau of Corporations and Charitable Organizations
Date of Preparation: March 28, 2025
This UCC Financing Statement is prepared and filed in accordance with the standard national UCC-1 Financing Statement form adopted under Revised Article 9 of the Uniform Commercial Code, as enacted in the Commonwealth of Pennsylvania at 13 Pa.C.S. § 9101 et seq., and adapted in accordance with the filing requirements and procedures of the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations.
Box A — FILING OFFICE INFORMATION
Filed With:
Pennsylvania Department of State Bureau of Corporations and Charitable Organizations 401 North Street, Room 206 Harrisburg, Pennsylvania 17120
Note: The Commonwealth of Pennsylvania designates the Department of State — not the Secretary of State — as the central filing office for UCC financing statements covering collateral other than as-extracted collateral, timber to be cut, and fixtures (which are filed with the applicable county recorder of deeds). All references herein to the "filing office" refer to the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations.
The space below is reserved for filing office use only. The filing number, filing date, and filing time will be assigned by the filing office upon acceptance of this Financing Statement.
Box 1 — DEBTOR INFORMATION
Provide information for the Debtor below. If the Debtor is a Registered Organization (e.g., corporation, limited partnership, limited liability company), provide the exact legal name as shown on the public organic record in the Debtor's jurisdiction of organization.
Note: The Debtor, Clearfield Tool & Die, Inc., is a corporation organized and existing under the laws of the Commonwealth of Pennsylvania. Pursuant to Section 9-301(1) of the Uniform Commercial Code (13 Pa.C.S. § 9301(a)(1)), the law governing perfection and the effect of perfection or nonperfection of a security interest in collateral of a registered organization organized under the law of a state is the law of the state under whose law the organization is organized. Accordingly, this UCC-1 Financing Statement is properly filed with the Pennsylvania Department of State as the central filing office for the Debtor's jurisdiction of organization. The Debtor's exact legal name has been verified against the records of the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations, and is set forth herein exactly as it appears on the Debtor's public organic record (Articles of Incorporation, as amended).
Box 2 — ADDITIONAL DEBTOR
Not Applicable. There is no additional debtor on this filing. This UCC-1 Financing Statement covers a single Debtor: Clearfield Tool & Die, Inc.
Box 2 is intentionally left blank. N/A.
Box 3 — SECURED PARTY INFORMATION
Provide information for the Secured Party below.
Note: Crescent Harbor Bank, N.A. is filing this UCC-1 Financing Statement in its capacity as Collateral Agent under that certain Credit Agreement dated as of March 28, 2025 (the "Credit Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation, as Borrower, the Guarantors party thereto (including Clearfield Tool & Die, Inc., as a Subsidiary Guarantor), Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto. As Collateral Agent, Crescent Harbor Bank, N.A. holds the security interest created by the Security Agreement (as defined below) for the ratable benefit of all Secured Parties, as such term is defined in the Credit Agreement. This filing is not made in the name of any individual lender or other secured party, but rather in the name of the Collateral Agent, which is authorized under the Credit Agreement and the Security Agreement to file this Financing Statement and to take all actions necessary or desirable to perfect and maintain the perfection of the security interest granted by the Debtor.
Box 4 — COLLATERAL DESCRIPTION
The collateral covered by this Financing Statement is described as follows:
All assets and personal property of the Debtor, whether now owned or hereafter acquired, and 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 commercial tort claims, to the extent described in the Security Agreement (as defined below);
(xiii) all supporting obligations;
(xiv) all money;
(xv) all fixtures; and
(xvi) all products, accessions, rents, profits, and proceeds of any and all of the foregoing (including insurance proceeds and all casualty and condemnation proceeds),
in each case to the extent provided in that certain Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among the Debtor, the other grantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties.
Note: The foregoing collateral description is a broad "all assets" description intended to be consistent with the scope of the security interest granted under the Security Agreement, execution version. Clearfield Tool & Die, Inc. is a Subsidiary Guarantor under the Credit Agreement and a grantor under the Security Agreement. The categories of collateral listed above correspond to the defined terms set forth in Article 9 of the Uniform Commercial Code as enacted in the Commonwealth of Pennsylvania (13 Pa.C.S. § 9102). This collateral description is intended to satisfy the requirements of 13 Pa.C.S. § 9504 (sufficiency of collateral description in a financing statement) and to super-generically describe the collateral in accordance with 13 Pa.C.S. § 9504(b)(2), which permits a financing statement to indicate that it covers all assets or all personal property of the debtor. The Security Agreement contains a more particularized description of the collateral as required by 13 Pa.C.S. § 9108 for the purposes of the security agreement itself. To the extent of any conflict between this Financing Statement and the Security Agreement, the terms of the Security Agreement shall govern the scope and nature of the security interest granted.
Box 5 — CHECK BOXES / ALTERNATIVE DESIGNATIONS
5a. This Financing Statement covers timber to be cut.
This Financing Statement covers as-extracted collateral.
This Financing Statement is filed as a fixture filing.
None of the above apply. This Financing Statement covers personal property collateral that is not timber to be cut, as-extracted collateral, or collateral to be filed as a fixture filing.
5b. Debtor is a Registered Organization. The Debtor is a corporation organized under the laws of the Commonwealth of Pennsylvania and is a "registered organization" as defined in 13 Pa.C.S. § 9102.
Note Regarding Fixture Filing: No fixture filing designation is made on this UCC-1 Financing Statement. Although the collateral description in box 4 includes "all fixtures," this Financing Statement is not being filed as a fixture filing in accordance with 13 Pa.C.S. § 9502(b) (which would require, among other things, a description of the related real property and filing in the office where a mortgage on the related real property would be filed — i.e., the applicable county recorder of deeds). Real property fixture filings, if any are required, will be handled separately in connection with the mortgage recordings as part of the closing deliverables. The Debtor's principal location at 175 Clearfield Avenue, Clearfield, Pennsylvania 16830 is not among the four mortgaged properties under the Credit Agreement, and accordingly no fixture filing against this Debtor at such location is required at this time. If a fixture filing becomes necessary in connection with any after-acquired real property or otherwise, it will be prepared and filed separately as a post-closing item or amendment.
Box 6 — OPTIONAL FILER REFERENCE DATA
Note: The information contained in this box 6 is included for the filer's internal reference and administrative convenience only. Such information does not form part of the Financing Statement for purposes of the Uniform Commercial Code, does not affect the sufficiency or legal effect of this filing, and is not indexed by the filing office. Inclusion of optional filer reference data is permitted under 13 Pa.C.S. § 9521 and the filing office's acceptance procedures.
Box 7 — FILING PARTY / RETURN INFORMATION
Send Acknowledgment Copy To:
Calderwood & Harkness LLP
Attention: Sophie Tremblay
425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000
Email: stremblay@calderwoodharkness.com
Alternative / Additional Return Copy To:
Whitfield & Gage LLP
Attention: Jonathan Ferris
51 West 52nd Street New York, NY 10019 Telephone: (212) 403-1000
Email: jferris@whitfieldgage.com
Note: Calderwood & Harkness LLP serves as counsel to the Administrative Agent and the Collateral Agent (Crescent Harbor Bank, N.A.) in connection with the transactions contemplated by the Credit Agreement. Whitfield & Gage LLP serves as counsel to the Borrower, Nexford Industrial Holdings Inc. Filing acknowledgment copies are requested to be sent to both firms to facilitate coordination of closing deliverables and inclusion in the closing binder. Please direct any questions regarding this filing to Sophie Tremblay at Calderwood & Harkness LLP at the contact information set forth above.
ADDENDUM TO UCC-1 FINANCING STATEMENT
ADDITIONAL INFORMATION
This Addendum is attached to and forms a part of the UCC-1 Financing Statement naming Clearfield Tool & Die, Inc. as Debtor and Crescent Harbor Bank, N.A. as Secured Party, prepared for filing with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations (the "Financing Statement").
1. Transaction Context.
This Financing Statement is filed in connection with the Credit Agreement dated as of March 28, 2025 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among:
• Nexford Industrial Holdings Inc., a Delaware corporation, as Borrower;
• The Guarantors party thereto (including Clearfield Tool & Die, Inc., as a Subsidiary Guarantor);
• Crescent Harbor Bank, N.A., a national banking association, as Administrative Agent and Collateral Agent;
• Ironwood Capital Markets, LLC, as Joint Lead Arranger and Joint Bookrunner;
• Northvane Securities, Inc., as Joint Lead Arranger and Joint Bookrunner; and
• The Lenders from time to time party thereto.
The Credit Agreement provides for a senior secured term loan facility in the aggregate principal amount of $1,400,000,000 (the "Term Loan B Facility"). The obligations of the Borrower under the Credit Agreement are guaranteed by the Subsidiary Guarantors, including the Debtor, pursuant to the terms of the Credit Agreement and the Guaranty contained therein.
2. Information Regarding the Debtor.
Clearfield Tool & Die, Inc. is a corporation organized and existing under the laws of the Commonwealth of Pennsylvania. The Debtor was originally incorporated in Pennsylvania in 1987 and was acquired by Nexford Industrial Holdings Inc. in 2021. As of the date of this filing, the Debtor is a wholly-owned direct subsidiary of Nexford Industrial Holdings Inc. The Debtor serves as a Subsidiary Guarantor under the Credit Agreement and as a grantor under the Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among the Debtor, the other grantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent.
The Debtor's principal place of business is located at 175 Clearfield Avenue, Clearfield, Pennsylvania 16830, where it operates a precision machining and die manufacturing facility. The Debtor's exact legal name as set forth on its public organic record filed with the Pennsylvania Department of State is "Clearfield Tool & Die, Inc." and has not been changed since incorporation.
3. Information Regarding the Secured Party.
Crescent Harbor Bank, N.A. is a national banking association organized and existing under the laws of the United States, with its principal office located at 320 Federal Street, Boston, Massachusetts 02110. In connection with this Financing Statement, Crescent Harbor Bank, N.A. acts solely in its capacity as Collateral Agent for the benefit of the Secured Parties as defined in the Credit Agreement. The term "Secured Parties" includes, without limitation, the Administrative Agent, the Collateral Agent, each Lender, each Issuing Bank (if any), each Hedge Counterparty (if any), and each Cash Management Bank (if any), in each case as defined in the Credit Agreement.
The Collateral Agent is authorized under Article VIII of the Credit Agreement and Section 14 of the Security Agreement to file financing statements and amendments thereto, and to take all other actions necessary or desirable to perfect and maintain the perfection of the security interests created under the Security Agreement, without the signature of the Debtor where permitted by applicable law, including 13 Pa.C.S. § 9509(b).
4. Security Agreement Reference.
The security interest perfected by this Financing Statement was granted pursuant to the Security Agreement dated as of March 28, 2025, among the Debtor (as a grantor), the other grantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent. The Security Agreement grants a security interest in substantially all personal property of each grantor (including the Debtor) to secure the Obligations (as defined in the Credit Agreement). The collateral description set forth in box 4 of the Financing Statement is intended to be coextensive with the scope of the security interest granted under the Security Agreement, and reference is made to the Security Agreement for a complete description of the collateral, the obligations secured thereby, and the rights of the Collateral Agent and the other Secured Parties with respect thereto.
5. Authorization.
This Financing Statement is filed pursuant to the authorization granted by the Debtor under Section 14.3 of the Security Agreement, which provides that each grantor authorizes the Collateral Agent to file one or more financing statements (and amendments thereto and continuation statements thereof) in any UCC filing jurisdiction, covering the collateral described in the Security Agreement, without the signature of such grantor where permitted by applicable law. In accordance with 13 Pa.C.S. § 9509(b), the Debtor's execution and delivery of the Security Agreement constitutes the Debtor's authorization for the Collateral Agent to file this Financing Statement.
FILING FEE AND SUBMISSION INSTRUCTIONS
Filing Fee:
The filing fee for this UCC-1 Financing Statement is payable to the Pennsylvania Department of State in accordance with the then-current fee schedule established by the Bureau of Corporations and Charitable Organizations. As of the date of preparation of this Financing Statement, the applicable filing fee for a UCC-1 Financing Statement filed with the Pennsylvania Department of State is as set forth in the Commonwealth's published fee schedule. Payment shall be made in a form acceptable to the filing office (check, money order, or electronic payment, as applicable).
Submission:
This Financing Statement may be submitted to the filing office by one of the following methods:
(a) Electronic Filing. Via the Pennsylvania Department of State's online UCC filing system, accessible through the Bureau of Corporations and Charitable Organizations' website. Electronic filing is the preferred method and generally results in more expeditious processing and assignment of a filing number.
(b) Mail Filing. By mailing the original Financing Statement (together with the applicable filing fee) to:
Pennsylvania Department of State Bureau of Corporations and Charitable Organizations 401 North Street, Room 206 Harrisburg, PA 17120
Target Filing Date:
This Financing Statement is targeted for filing on March 28, 2025, which is the anticipated closing date of the transactions contemplated by the Credit Agreement. Timely filing of this Financing Statement is a condition precedent to the initial funding under the Credit Agreement, and the filing agent is instructed to use best efforts to ensure that this Financing Statement is filed on or before the closing date.
Post-Filing Deliverables:
Upon acceptance of this Financing Statement by the filing office, a confirmation of filing (including the assigned filing number, filing date, and filing time) and a file-stamped copy of the Financing Statement shall be obtained and delivered to Calderwood & Harkness LLP and Whitfield & Gage LLP at the addresses set forth in box 7 above. The file-stamped copy shall be included in the closing binder under the tab designated "UCC Financing Statements."
COORDINATION AND INTERNAL NOTES
FOR INTERNAL USE ONLY — NOT TO BE INCLUDED IN THE FILED FINANCING STATEMENT
The following coordination notes are provided for the document preparation team at Calderwood & Harkness LLP and are not part of the Financing Statement to be filed with the Pennsylvania Department of State. These notes are included in this draft for reference purposes only and shall be removed from the filing version prior to submission.
1. Filing Context.
This UCC-1 Financing Statement is one of a total of thirteen (13) UCC-1 Financing Statements being filed across six (6) filing jurisdictions as part of the closing deliverables for the Nexford Industrial Holdings Inc. Term Loan B transaction. The filing jurisdictions are as follows:
2. Jurisdictional Basis.
Pennsylvania is the proper filing jurisdiction for Clearfield Tool & Die, Inc. because the Debtor is a corporation organized under the laws of the Commonwealth of Pennsylvania. Under UCC § 9-301(1) (codified in Pennsylvania at 13 Pa.C.S. § 9301(a)(1)), the law governing perfection and the effect of perfection or nonperfection of a security interest in collateral is the local law of the jurisdiction in which the debtor is located. Under 13 Pa.C.S. § 9307(e), a registered organization organized under the law of a state is located in that state. Accordingly, the Debtor is located in Pennsylvania, and this Financing Statement is properly filed with the Pennsylvania Department of State as the appropriate central filing office.
3. Existing UCC Filings — Termination.
A UCC search conducted by Pemberton Industries on March 15, 2025, identified one (1) existing UCC-1 Financing Statement on file against Clearfield Tool & Die, Inc. with the Pennsylvania Department of State, filed by Atlas Meridian Bank, N.A. (initial filing number PA-2019-0472831, filed September 12, 2019). This filing relates to a prior revolving credit facility that is being repaid and terminated in connection with the closing of the Term Loan B transaction. A corresponding UCC-3 Termination Statement terminating the Atlas Meridian Bank, N.A. financing statement is being prepared and is targeted for filing on March 31, 2025, as a post-closing item. Clearance of this prior filing is being tracked on the post-closing checklist maintained by Calderwood & Harkness LLP (Item No. PC-7).
4. Closing Binder.
The original or file-stamped copy of this Financing Statement, together with confirmation of the assigned filing number and filing date, is to be included in the closing binder for the Nexford Industrial Holdings Inc. Term Loan B transaction under the tab designated "UCC Financing Statements — Pennsylvania." A copy shall also be maintained in the Calderwood & Harkness LLP matter file (Matter No. 1005-00001).
5. Continuation Statement.
The effectiveness of this Financing Statement will lapse five (5) years from the date of filing unless a UCC-3 Continuation Statement is timely filed within the six-month window preceding the lapse date, as provided in 13 Pa.C.S. § 9515. A docket reminder for the continuation filing has been set for September 28, 2029 (six months prior to the anticipated lapse date of March 28, 2030).
6. Contact Information.
For questions regarding this filing, contact:
Sophie Tremblay Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000
Email: stremblay@calderwoodharkness.com
For questions regarding the Borrower's transaction documents, contact:
Jonathan Ferris Whitfield & Gage LLP 51 West 52nd Street New York, NY 10019 Telephone: (212) 403-1000
Email: jferris@whitfieldgage.com
End of UCC-1 Financing Statement — Clearfield Tool & Die, Inc. (Pennsylvania)
CONFIDENTIAL — This document has been prepared by Calderwood & Harkness LLP in connection with the Nexford Industrial Holdings Inc. Term Loan B transaction. This document is subject to attorney-client privilege and work product protection and is not to be distributed to any person or entity other than the intended recipients without the prior written consent of Calderwood & Harkness LLP.
Filing Number: | ________
Filing Date: | ________
Filing Time: | ________
Filing Office Stamp:
Field | Information
1a. Organization's Name: | Clearfield Tool & Die, Inc.
1b. Mailing Address: | 175 Clearfield Avenue
1c. City: | Clearfield
1d. State: | PA
1e. Zip Code: | 16830
1f. Country: | United States
1g. Tax ID / EIN: | [To be inserted — Clearfield Tool & Die, Inc. Employer Identification Number]
1h. Type of Organization: | Corporation
1i. Jurisdiction of Organization: | Commonwealth of Pennsylvania
1j. Organizational Identification Number: | [To be inserted — Pennsylvania Department of State Entity Number for Clearfield Tool & Die, Inc.]
Field | Information
3a. Organization's Name: | Crescent Harbor Bank, N.A.
3b. Mailing Address: | 320 Federal Street
3c. City: | Boston
3d. State: | MA
3e. Zip Code: | 02110
3f. Country: | United States
Reference | Data
C&H Matter Number: | 1005-00001
Billing Code: | IBL-NIH-2025-031
Transaction Reference: | Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B
Anticipated CUSIP: | 65432X AA1
Anticipated LoanX ID: | LX-234567
Filing Prepared By: | Sophie Tremblay, Calderwood & Harkness LLP, 425 Lexington Avenue, New York, NY 10017
Jurisdiction | Number of Filings | Debtor(s)
Delaware (Department of State) | 4 | Nexford Industrial Holdings Inc.; Nexford Precision Manufacturing, LLC; Clearstone Alloys Holdings, LLC; Tidewater Industrial Components, LLC
Illinois (Secretary of State) | 2 | Midland Fabrication Systems, Inc.; Prairie Tool Works, LLC
Pennsylvania (Department of State) | 1 | Clearfield Tool & Die, Inc.
South Carolina (Secretary of State) | 2 | Lowcountry Machine Corp.; Savannah Industrial Supply, Inc.
Texas (Secretary of State) | 3 | Lone Star Metals, Inc.; Gulf Coast Precision, LP; Brazos Tool & Engineering, LLC
Michigan (Department of State) | 1 | Great Lakes Die Casting, Inc.

UCC FINANCING STATEMENT

ADDENDUM TO UCC-1 FINANCING STATEMENT

ADDITIONAL INFORMATION

FILING FEE AND SUBMISSION INSTRUCTIONS

COORDINATION AND INTERNAL NOTES

Record

Parties

Dates

Amounts