1005-00001 · Nexford Industrial Holdings · UCC Filings

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UCC FINANCING STATEMENT

(Form UCC1)

FILING JURISDICTION South Carolina Secretary of State 1205 Pendleton Street, Suite 525 Columbia, South Carolina 29201

Date of Preparation: March 28, 2025

Prepared by / Return to:

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

Attention: Marcus Leung, Esq.

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

Matter Reference: C&H Matter No. 1005-00001

CONFIDENTIAL — ATTORNEY WORK PRODUCT — PREPARED IN CONNECTION WITH THE NEXFORD INDUSTRIAL HOLDINGS INC. SENIOR SECURED TERM LOAN B CREDIT FACILITY CLOSING

UCC FINANCING STATEMENT

(Form UCC1)

Filed with the South Carolina Secretary of State

FILING INSTRUCTIONS: Please file this UCC Financing Statement in accordance with Article 9 of the South Carolina Uniform Commercial Code, S.C. Code Ann. § 36-9-501 et seq., and return the file-stamped copy to the party identified above. The standard filing fee for a UCC-1 Financing Statement with the South Carolina Secretary of State is enclosed herewith. If additional fees are required due to the length of this filing or any addendum pages, please contact the undersigned at the telephone number listed above.

SECTION 1 — DEBTOR

1a. Organization's Name

Summit Industrial Fabrication Co.

Note: The Debtor's name set forth above has been verified against, and matches exactly, the name as it appears on the Debtor's organizational documents on file with the South Carolina Secretary of State, as confirmed by the Debtor's certificate of good standing and certified copy of its articles of incorporation obtained in connection with the closing of the Credit Agreement (as defined below). Pursuant to S.C. Code Ann. § 36-9-503(a)(1), a financing statement sufficiently provides the name of the debtor that is a registered organization only if the financing statement provides the name that is stated to be the debtor's name on the public organic record most recently filed with or issued or enacted by the debtor's jurisdiction of organization.

1b. Mailing Address

820 Summit Drive Spartanburg, South Carolina 29303

1c. Type of Organization

Corporation

1d. Jurisdiction of Organization

South Carolina

1e. Organizational Identification Number

South Carolina Secretary of State organizational identification number: [To be confirmed from the good standing certificate and/or certified organizational documents obtained for closing]

Note to filing agent: The organizational identification number must be inserted prior to filing. A copy of the certificate of good standing and certified articles of incorporation for Summit Industrial Fabrication Co. have been requested from the South Carolina Secretary of State and are expected to be delivered on or before the closing date. If the organizational identification number is not available at the time of filing, check the box indicating "none" in accordance with the standard UCC-1 form instructions, and a UCC-3 amendment may be filed thereafter to add the organizational identification number.

SECTION 2 — ADDITIONAL DEBTOR

Not Applicable. This is a single-debtor filing. There is no additional debtor to be listed in this UCC Financing Statement. Each Loan Party (as defined in the Credit Agreement) is the subject of a separate UCC-1 Financing Statement filed in the jurisdiction in which such Loan Party is organized, in accordance with Article 9 of the Uniform Commercial Code (UCC § 9-301(1)).

SECTION 3 — SECURED PARTY

3a. Organization's Name

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

Note: Crescent Harbor Bank, N.A. is acting in its capacity as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement (as defined below) and the Security Agreement (as defined below), and not in its individual capacity. All references to the "Secured Party" herein refer to Crescent Harbor Bank, N.A. solely in such capacity.

3b. Mailing Address

320 Federal Street Boston, Massachusetts 02110

Attention: Loan Administration / Collateral Agent Services

SECTION 4 — COLLATERAL DESCRIPTION

This Financing Statement covers the following collateral:

All assets and 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 the following, in each case whether now existing or hereafter arising, created, or acquired:

(a) All accounts and accounts receivable, including, without limitation, all rights to payment of a monetary obligation, whether or not earned by performance, and all health-care-insurance receivables;

(b) All chattel paper, whether tangible chattel paper or electronic chattel paper, including, without limitation, all rights to payment and all property interests arising from or evidenced by any writing or electronic record that evidences both a monetary obligation and a security interest in or a lease of specific goods;

(c) All deposit accounts, including, without limitation, all demand, time, savings, passbook, and similar accounts maintained with any bank, savings and loan association, credit union, or like organization;

(d) All documents, including, without limitation, all documents of title, bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods, and 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, without limitation, all machinery, tools, fixtures, furnishings, vehicles, computer hardware, dies, molds, jigs, and all other tangible personal property used or held for use in the Debtor's business, and all accessions thereto and replacements thereof;

(f) All fixtures, including, without limitation, all goods that have become so related to particular real property that an interest in them arises under real property law;

(g) All general intangibles, including, without limitation, all payment intangibles, software, customer lists, licenses, permits, franchises, tax refunds, tax refund claims, goodwill, trade secrets, proprietary information, causes of action, and all other intangible personal property of the Debtor of every kind and nature (other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals before extraction);

(h) All goods, including, without limitation, all inventory and equipment, all embedded software included in such goods, and all accessions thereto and products thereof;

(i) All instruments, including, without limitation, all promissory notes, drafts, checks, certificated securities, and any other writing that evidences a right to the payment of a monetary obligation, is not itself a security agreement or lease, and is of a type that in the ordinary course of business is transferred by delivery with any necessary indorsement or assignment;

(j) All inventory, including, without limitation, all goods held by the Debtor for sale or lease or to be furnished under a contract of service, all raw materials, work-in-process, finished goods, supplies, and packaging and shipping materials, and all goods that are leased by the Debtor as lessor or that have been furnished under a contract of service;

(k) All investment property, including, without limitation, all securities (whether certificated or uncertificated), securities accounts, securities entitlements, commodity contracts, and commodity accounts;

(l) All letter-of-credit rights, including, without limitation, all rights to payment or performance under any letter of credit;

(m) All commercial tort claims, to the extent identified and described in the Security Agreement or in any supplement or amendment thereto delivered from time to time in accordance with the terms of the Security Agreement;

(n) All securities accounts and securities entitlements, including, without limitation, all financial assets and all rights of the Debtor in, to, and under any securities account;

(o) All supporting obligations, including, without limitation, all letters of credit, guarantees, and other secondary obligations that support the payment or performance of any of the foregoing;

(p) All money, whether in the possession or under the control of the Debtor or any agent, bailee, or custodian of the Debtor;

(q) All intellectual property, including, without limitation, (i) all patents and patent applications, together with all reissues, continuations, continuations-in-part, divisionals, revisions, extensions, and reexaminations thereof, (ii) all trademarks, service marks, trade names, trade dress, and domain names, together with all registrations and applications for registration thereof and all goodwill associated therewith, (iii) all copyrights, together with all registrations and applications for registration thereof, and (iv) all licenses and sublicenses granted to or by the Debtor with respect to any of the foregoing;

(r) All intercompany notes and receivables, including, without limitation, all notes, instruments, and rights to payment owed to the Debtor by any affiliate, subsidiary, or related entity;

(s) All books, records, and information relating to any and all of the foregoing, including, without limitation, all computer programs, computer files, databases, printouts, and other computer materials and records, and all customer lists, credit files, correspondence, and other documents;

(t) All products of any and all of the foregoing, including, without limitation, all goods, software, insurance, and other property obtained upon the sale, lease, license, exchange, collection, or other disposition of any of the foregoing; and

(u) All proceeds (including insurance proceeds) of any and all of the foregoing, in whatever form, including, without limitation, all cash and non-cash proceeds, and including proceeds of proceeds.

Note: The collateral description set forth above is intended to constitute an "all assets" filing and is consistent with and made in connection with the Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto (including Summit Industrial Fabrication Co., a South Carolina corporation), and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under that certain Credit Agreement, dated as of March 28, 2025 (the "Credit Agreement"), among the Borrower, the Lenders from time to time party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent. To the extent there is any conflict between the collateral description in this Financing Statement and the collateral description in the Security Agreement, the Security Agreement shall control. This Financing Statement is filed to perfect the security interest granted pursuant to the Security Agreement and is not intended to expand or modify the scope of the collateral described in the Security Agreement.

SECTION 5 — CHECK box PROVISIONS

5a. Alternative Designation

Not Applicable. This filing is a standard Article 9 filing. No alternative designation is checked. The Debtor is not a transmitting utility, and no alternative designation (such as "Lessee/Lessor," "Consignee/Consignor," "Seller/Buyer," or "Bailee/Bailor") applies to this filing.

5b. Applicable Check boxes

The following check boxes on the standard UCC-1 form are addressed as follows:

"This Financing Statement covers timber to be cut." — Not checked. The collateral does not include timber to be cut.

"This Financing Statement covers as-extracted collateral." — Not checked. The collateral does not include as-extracted collateral (including oil, gas, or other minerals).

"This Financing Statement is filed as a fixture filing." — Not checked. This Financing Statement is not being filed as a fixture filing. Real property collateral is addressed separately. Summit Industrial Fabrication Co. does not own or hold any real property in South Carolina or any other state that is subject to a mortgage in connection with the Credit Agreement. For the avoidance of doubt, the Greenville, South Carolina real property located at 1450 Pelham Road, Greenville, SC 29615 is owned by Nexford Engineered Systems, LLC, a different Loan Party organized under the laws of Delaware, and the mortgage encumbering such property is a separate post-closing deliverable under the Credit Agreement, due within sixty (60) days following the closing date.

SECTION 6 — OPTIONAL FILER REFERENCE DATA

The following optional reference data is provided for internal tracking and identification purposes:

Filer Reference: Calderwood & Harkness LLP Matter No. 1005-00001

Transaction Reference: Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B Credit Facility

Credit Agreement: Credit Agreement, dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Lenders from time to time party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent

Security Agreement: Security Agreement, dated as of March 28, 2025, among Nexford Industrial Holdings Inc., the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent

SECTION 7 — ADDITIONAL INFORMATION AND FILING INSTRUCTIONS

Filing Fee. The standard filing fee for a UCC-1 Financing Statement with the South Carolina Secretary of State is payable in accordance with the current fee schedule promulgated by the South Carolina Secretary of State pursuant to S.C. Code Ann. § 36-9-525. Payment of the applicable filing fee is enclosed herewith. In the event that this filing includes an addendum page (as described below), the filing fee for additional pages, if any, is also enclosed.

Number of Pages

This filing consists of one (1) page constituting the standard UCC-1 Financing Statement form, together with one (1) addendum page containing the complete collateral description set forth in Section 4 above, to the extent that the collateral description exceeds the space available in box 4 of the standard UCC-1 form. The addendum is incorporated into and made a part of this UCC Financing Statement.

Additional Debtors / Additional Secured Parties

There are no additional debtors or additional secured parties to be listed on this UCC Financing Statement. Summit Industrial Fabrication Co. is the sole debtor, and Crescent Harbor Bank, N.A., as Collateral Agent, is the sole secured party. Each Loan Party under the Credit Agreement and Security Agreement is the subject of a separate UCC-1 Financing Statement filed in the jurisdiction of such Loan Party's organization, in accordance with UCC § 9-301(1).

ADDITIONAL FILING CONTEXT AND COUNSEL NOTES

The following information is provided for internal reference by Calderwood & Harkness LLP and the filing agent and does not form part of the UCC-1 Financing Statement to be filed with the South Carolina Secretary of State. This page should not be included in the filing submission.

Background on the Debtor

Summit Industrial Fabrication Co. is a South Carolina corporation with its principal place of business in Spartanburg, South Carolina. The company was acquired by Nexford Industrial Holdings Inc. in 2022 and is a wholly-owned subsidiary of the Borrower. Summit Industrial Fabrication Co. is a Subsidiary Guarantor under the Credit Agreement and has executed the Security Agreement as a Grantor. It has pledged all of its assets and personal property to secure the obligations of the Borrower and the Guarantors under the Credit Agreement and the related Loan Documents.

Basis for Filing Jurisdiction

South Carolina is the correct jurisdiction for the filing of this UCC-1 Financing Statement because Summit Industrial Fabrication Co. is organized under the laws of the State of South Carolina. Pursuant to UCC § 9-301(1) (S.C. Code Ann. § 36-9-301(1)), the law of the jurisdiction in which the debtor is located governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral. Under UCC § 9-307(e) (S.C. Code Ann. § 36-9-307(e)), a registered organization that is organized under the law of a state is located in that state. Because Summit Industrial Fabrication Co. is a corporation organized under the laws of South Carolina, it is "located" in South Carolina for purposes of Article 9, and this financing statement must be filed with the South Carolina Secretary of State.

Related Filings. This UCC-1 Financing Statement is one of thirteen (13) UCC-1 Financing Statements being filed at closing on March 28, 2025, across six (6) states in connection with the Credit Agreement. The states in which filings are being made, and the number of filings per state, are as follows:

Termination of Prior Filings

The existing UCC-1 Financing Statements in favor of Atlas Meridian Bank, N.A. (the prior collateral agent under the Prior Credit Agreement) are being terminated via UCC-3 Termination Statements filed on or about March 31, 2025, as a post-closing deliverable under Section 6.14 of the Credit Agreement. Counsel is coordinating with Atlas Meridian Bank, N.A. and its counsel at Whitfield & Bates LLP to ensure timely delivery of the UCC-3 Termination Statements for each applicable debtor and jurisdiction. The termination of the prior filings is a condition subsequent under the Credit Agreement and is required to be completed within three (3) business days following the closing date.

Credit Facility Summary

Lien Search Results

Prior to filing, a UCC lien search was conducted against Summit Industrial Fabrication Co. with the South Carolina Secretary of State. The results of the lien search, dated March 20, 2025, revealed the following existing filings:

(i) UCC-1 Financing Statement filed by Atlas Meridian Bank, N.A., as Collateral Agent, File No. SC-2021-0784532, filed October 15, 2021, covering all assets (to be terminated via UCC-3 Termination Statement as a post-closing deliverable);

(ii) No other financing statements of record.

Counsel has confirmed that, upon the filing of this UCC-1 Financing Statement and the subsequent termination of the Atlas Meridian Bank, N.A. filing referenced above, the security interest of Crescent Harbor Bank, N.A., as Collateral Agent, in the assets of Summit Industrial Fabrication Co. will be a first-priority perfected security interest, subject only to liens permitted under the Credit Agreement.

CERTIFICATION OF FILER

The undersigned, on behalf of Calderwood & Harkness LLP, hereby certifies that: (a) the Secured Party identified above has authorized the filing of this UCC Financing Statement; (b) the information set forth in this Financing Statement is true and correct to the best of the undersigned's knowledge as of the date of preparation; and (c) this Financing Statement is being filed in connection with a bona fide commercial transaction and in accordance with Article 9 of the South Carolina Uniform Commercial Code.

CALDERWOOD & HARKNESS LLP

By: ________

Name: Marcus Leung

Title: Partner

Date: March 28, 2025

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

FOR FILING OFFICE USE ONLY

DISCLAIMER: This UCC Financing Statement is filed for perfection purposes only and is not intended to and does not create, modify, or expand the security interest granted under the Security Agreement. The filing of this Financing Statement does not constitute a representation or warranty by the Secured Party or its counsel as to the accuracy or completeness of the information set forth herein except as may be specifically set forth in the Security Agreement or the Credit Agreement. To the extent of any inconsistency between this Financing Statement and the Security Agreement, the terms of the Security Agreement shall control.

© 2025 Calderwood & Harkness LLP. All rights reserved. This document is confidential and is prepared solely for use in connection with C&H Matter No. 1005-00001. Distribution or reproduction without the prior written consent of Calderwood & Harkness LLP is prohibited.

State	Number of UCC-1 Filings	Filing Office
Delaware	5	Delaware Department of State, Division of Corporations
Illinois	2	Illinois Secretary of State
Pennsylvania	2	Pennsylvania Department of State
South Carolina	1	South Carolina Secretary of State
Texas	2	Texas Secretary of State
Michigan	1	Michigan Department of State
Total	13
Term	Detail
Borrower	Nexford Industrial Holdings Inc.
Facility	Senior Secured Term Loan B
Aggregate Principal Amount	$1,400,000,000
Administrative Agent	Crescent Harbor Bank, N.A.
Collateral Agent	Crescent Harbor Bank, N.A.
Interest Rate	Term SOFR + 400 basis points
SOFR Floor	0.75%
Maturity Date	March 28, 2032
Security	First-priority lien on substantially all assets of the Borrower and the Guarantors
Field	Entry
File Number	______
Filing Date	______
Filing Time	______
Filing Officer	______
Number of Pages	______
Filing Fee Received	$ _____

Acknowledgment Copy Sent

UCC FINANCING STATEMENT
(Form UCC1)
FILING JURISDICTION South Carolina Secretary of State 1205 Pendleton Street, Suite 525 Columbia, South Carolina 29201
Date of Preparation: March 28, 2025
Prepared by / Return to:
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Attention: Marcus Leung, Esq.
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
Matter Reference: C&H Matter No. 1005-00001
CONFIDENTIAL — ATTORNEY WORK PRODUCT — PREPARED IN CONNECTION WITH THE NEXFORD INDUSTRIAL HOLDINGS INC. SENIOR SECURED TERM LOAN B CREDIT FACILITY CLOSING
UCC FINANCING STATEMENT
(Form UCC1)
Filed with the South Carolina Secretary of State
FILING INSTRUCTIONS: Please file this UCC Financing Statement in accordance with Article 9 of the South Carolina Uniform Commercial Code, S.C. Code Ann. § 36-9-501 et seq., and return the file-stamped copy to the party identified above. The standard filing fee for a UCC-1 Financing Statement with the South Carolina Secretary of State is enclosed herewith. If additional fees are required due to the length of this filing or any addendum pages, please contact the undersigned at the telephone number listed above.
SECTION 1 — DEBTOR
1a. Organization's Name
Summit Industrial Fabrication Co.
Note: The Debtor's name set forth above has been verified against, and matches exactly, the name as it appears on the Debtor's organizational documents on file with the South Carolina Secretary of State, as confirmed by the Debtor's certificate of good standing and certified copy of its articles of incorporation obtained in connection with the closing of the Credit Agreement (as defined below). Pursuant to S.C. Code Ann. § 36-9-503(a)(1), a financing statement sufficiently provides the name of the debtor that is a registered organization only if the financing statement provides the name that is stated to be the debtor's name on the public organic record most recently filed with or issued or enacted by the debtor's jurisdiction of organization.
1b. Mailing Address
820 Summit Drive Spartanburg, South Carolina 29303
1c. Type of Organization
Corporation
1d. Jurisdiction of Organization
South Carolina
1e. Organizational Identification Number
South Carolina Secretary of State organizational identification number: [To be confirmed from the good standing certificate and/or certified organizational documents obtained for closing]
Note to filing agent: The organizational identification number must be inserted prior to filing. A copy of the certificate of good standing and certified articles of incorporation for Summit Industrial Fabrication Co. have been requested from the South Carolina Secretary of State and are expected to be delivered on or before the closing date. If the organizational identification number is not available at the time of filing, check the box indicating "none" in accordance with the standard UCC-1 form instructions, and a UCC-3 amendment may be filed thereafter to add the organizational identification number.
SECTION 2 — ADDITIONAL DEBTOR
Not Applicable. This is a single-debtor filing. There is no additional debtor to be listed in this UCC Financing Statement. Each Loan Party (as defined in the Credit Agreement) is the subject of a separate UCC-1 Financing Statement filed in the jurisdiction in which such Loan Party is organized, in accordance with Article 9 of the Uniform Commercial Code (UCC § 9-301(1)).
SECTION 3 — SECURED PARTY
3a. Organization's Name
Crescent Harbor Bank, N.A., as Collateral Agent
Note: Crescent Harbor Bank, N.A. is acting in its capacity as Collateral Agent for the benefit of the Secured Parties under the Credit Agreement (as defined below) and the Security Agreement (as defined below), and not in its individual capacity. All references to the "Secured Party" herein refer to Crescent Harbor Bank, N.A. solely in such capacity.
3b. Mailing Address
320 Federal Street Boston, Massachusetts 02110
Attention: Loan Administration / Collateral Agent Services
SECTION 4 — COLLATERAL DESCRIPTION
This Financing Statement covers the following collateral:
All assets and 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 the following, in each case whether now existing or hereafter arising, created, or acquired:
(a) All accounts and accounts receivable, including, without limitation, all rights to payment of a monetary obligation, whether or not earned by performance, and all health-care-insurance receivables;
(b) All chattel paper, whether tangible chattel paper or electronic chattel paper, including, without limitation, all rights to payment and all property interests arising from or evidenced by any writing or electronic record that evidences both a monetary obligation and a security interest in or a lease of specific goods;
(c) All deposit accounts, including, without limitation, all demand, time, savings, passbook, and similar accounts maintained with any bank, savings and loan association, credit union, or like organization;
(d) All documents, including, without limitation, all documents of title, bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods, and 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, without limitation, all machinery, tools, fixtures, furnishings, vehicles, computer hardware, dies, molds, jigs, and all other tangible personal property used or held for use in the Debtor's business, and all accessions thereto and replacements thereof;
(f) All fixtures, including, without limitation, all goods that have become so related to particular real property that an interest in them arises under real property law;
(g) All general intangibles, including, without limitation, all payment intangibles, software, customer lists, licenses, permits, franchises, tax refunds, tax refund claims, goodwill, trade secrets, proprietary information, causes of action, and all other intangible personal property of the Debtor of every kind and nature (other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals before extraction);
(h) All goods, including, without limitation, all inventory and equipment, all embedded software included in such goods, and all accessions thereto and products thereof;
(i) All instruments, including, without limitation, all promissory notes, drafts, checks, certificated securities, and any other writing that evidences a right to the payment of a monetary obligation, is not itself a security agreement or lease, and is of a type that in the ordinary course of business is transferred by delivery with any necessary indorsement or assignment;
(j) All inventory, including, without limitation, all goods held by the Debtor for sale or lease or to be furnished under a contract of service, all raw materials, work-in-process, finished goods, supplies, and packaging and shipping materials, and all goods that are leased by the Debtor as lessor or that have been furnished under a contract of service;
(k) All investment property, including, without limitation, all securities (whether certificated or uncertificated), securities accounts, securities entitlements, commodity contracts, and commodity accounts;
(l) All letter-of-credit rights, including, without limitation, all rights to payment or performance under any letter of credit;
(m) All commercial tort claims, to the extent identified and described in the Security Agreement or in any supplement or amendment thereto delivered from time to time in accordance with the terms of the Security Agreement;
(n) All securities accounts and securities entitlements, including, without limitation, all financial assets and all rights of the Debtor in, to, and under any securities account;
(o) All supporting obligations, including, without limitation, all letters of credit, guarantees, and other secondary obligations that support the payment or performance of any of the foregoing;
(p) All money, whether in the possession or under the control of the Debtor or any agent, bailee, or custodian of the Debtor;
(q) All intellectual property, including, without limitation, (i) all patents and patent applications, together with all reissues, continuations, continuations-in-part, divisionals, revisions, extensions, and reexaminations thereof, (ii) all trademarks, service marks, trade names, trade dress, and domain names, together with all registrations and applications for registration thereof and all goodwill associated therewith, (iii) all copyrights, together with all registrations and applications for registration thereof, and (iv) all licenses and sublicenses granted to or by the Debtor with respect to any of the foregoing;
(r) All intercompany notes and receivables, including, without limitation, all notes, instruments, and rights to payment owed to the Debtor by any affiliate, subsidiary, or related entity;
(s) All books, records, and information relating to any and all of the foregoing, including, without limitation, all computer programs, computer files, databases, printouts, and other computer materials and records, and all customer lists, credit files, correspondence, and other documents;
(t) All products of any and all of the foregoing, including, without limitation, all goods, software, insurance, and other property obtained upon the sale, lease, license, exchange, collection, or other disposition of any of the foregoing; and
(u) All proceeds (including insurance proceeds) of any and all of the foregoing, in whatever form, including, without limitation, all cash and non-cash proceeds, and including proceeds of proceeds.
Note: The collateral description set forth above is intended to constitute an "all assets" filing and is consistent with and made in connection with the Security Agreement dated as of March 28, 2025 (the "Security Agreement"), among Nexford Industrial Holdings Inc., a Delaware corporation (the "Borrower"), the Guarantors party thereto (including Summit Industrial Fabrication Co., a South Carolina corporation), and Crescent Harbor Bank, N.A., as Collateral Agent for the benefit of the Secured Parties under that certain Credit Agreement, dated as of March 28, 2025 (the "Credit Agreement"), among the Borrower, the Lenders from time to time party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent. To the extent there is any conflict between the collateral description in this Financing Statement and the collateral description in the Security Agreement, the Security Agreement shall control. This Financing Statement is filed to perfect the security interest granted pursuant to the Security Agreement and is not intended to expand or modify the scope of the collateral described in the Security Agreement.
SECTION 5 — CHECK box PROVISIONS
5a. Alternative Designation
Not Applicable. This filing is a standard Article 9 filing. No alternative designation is checked. The Debtor is not a transmitting utility, and no alternative designation (such as "Lessee/Lessor," "Consignee/Consignor," "Seller/Buyer," or "Bailee/Bailor") applies to this filing.
5b. Applicable Check boxes
The following check boxes on the standard UCC-1 form are addressed as follows:
"This Financing Statement covers timber to be cut." — Not checked. The collateral does not include timber to be cut.
"This Financing Statement covers as-extracted collateral." — Not checked. The collateral does not include as-extracted collateral (including oil, gas, or other minerals).
"This Financing Statement is filed as a fixture filing." — Not checked. This Financing Statement is not being filed as a fixture filing. Real property collateral is addressed separately. Summit Industrial Fabrication Co. does not own or hold any real property in South Carolina or any other state that is subject to a mortgage in connection with the Credit Agreement. For the avoidance of doubt, the Greenville, South Carolina real property located at 1450 Pelham Road, Greenville, SC 29615 is owned by Nexford Engineered Systems, LLC, a different Loan Party organized under the laws of Delaware, and the mortgage encumbering such property is a separate post-closing deliverable under the Credit Agreement, due within sixty (60) days following the closing date.
SECTION 6 — OPTIONAL FILER REFERENCE DATA
The following optional reference data is provided for internal tracking and identification purposes:
Filer Reference: Calderwood & Harkness LLP Matter No. 1005-00001
Transaction Reference: Nexford Industrial Holdings Inc. — $1,400,000,000 Senior Secured Term Loan B Credit Facility
Credit Agreement: Credit Agreement, dated as of March 28, 2025, among Nexford Industrial Holdings Inc., as Borrower, the Lenders from time to time party thereto, and Crescent Harbor Bank, N.A., as Administrative Agent and Collateral Agent
Security Agreement: Security Agreement, dated as of March 28, 2025, among Nexford Industrial Holdings Inc., the Guarantors party thereto, and Crescent Harbor Bank, N.A., as Collateral Agent
SECTION 7 — ADDITIONAL INFORMATION AND FILING INSTRUCTIONS
Filing Fee.  The standard filing fee for a UCC-1 Financing Statement with the South Carolina Secretary of State is payable in accordance with the current fee schedule promulgated by the South Carolina Secretary of State pursuant to S.C. Code Ann. § 36-9-525. Payment of the applicable filing fee is enclosed herewith. In the event that this filing includes an addendum page (as described below), the filing fee for additional pages, if any, is also enclosed.
Number of Pages
This filing consists of one (1) page constituting the standard UCC-1 Financing Statement form, together with one (1) addendum page containing the complete collateral description set forth in Section 4 above, to the extent that the collateral description exceeds the space available in box 4 of the standard UCC-1 form. The addendum is incorporated into and made a part of this UCC Financing Statement.
Additional Debtors / Additional Secured Parties
There are no additional debtors or additional secured parties to be listed on this UCC Financing Statement. Summit Industrial Fabrication Co. is the sole debtor, and Crescent Harbor Bank, N.A., as Collateral Agent, is the sole secured party. Each Loan Party under the Credit Agreement and Security Agreement is the subject of a separate UCC-1 Financing Statement filed in the jurisdiction of such Loan Party's organization, in accordance with UCC § 9-301(1).
ADDITIONAL FILING CONTEXT AND COUNSEL NOTES
The following information is provided for internal reference by Calderwood & Harkness LLP and the filing agent and does not form part of the UCC-1 Financing Statement to be filed with the South Carolina Secretary of State. This page should not be included in the filing submission.
Background on the Debtor
Summit Industrial Fabrication Co. is a South Carolina corporation with its principal place of business in Spartanburg, South Carolina. The company was acquired by Nexford Industrial Holdings Inc. in 2022 and is a wholly-owned subsidiary of the Borrower. Summit Industrial Fabrication Co. is a Subsidiary Guarantor under the Credit Agreement and has executed the Security Agreement as a Grantor. It has pledged all of its assets and personal property to secure the obligations of the Borrower and the Guarantors under the Credit Agreement and the related Loan Documents.
Basis for Filing Jurisdiction
South Carolina is the correct jurisdiction for the filing of this UCC-1 Financing Statement because Summit Industrial Fabrication Co. is organized under the laws of the State of South Carolina. Pursuant to UCC § 9-301(1) (S.C. Code Ann. § 36-9-301(1)), the law of the jurisdiction in which the debtor is located governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral. Under UCC § 9-307(e) (S.C. Code Ann. § 36-9-307(e)), a registered organization that is organized under the law of a state is located in that state. Because Summit Industrial Fabrication Co. is a corporation organized under the laws of South Carolina, it is "located" in South Carolina for purposes of Article 9, and this financing statement must be filed with the South Carolina Secretary of State.
Related Filings.  This UCC-1 Financing Statement is one of thirteen (13) UCC-1 Financing Statements being filed at closing on March 28, 2025, across six (6) states in connection with the Credit Agreement. The states in which filings are being made, and the number of filings per state, are as follows:
Termination of Prior Filings
The existing UCC-1 Financing Statements in favor of Atlas Meridian Bank, N.A. (the prior collateral agent under the Prior Credit Agreement) are being terminated via UCC-3 Termination Statements filed on or about March 31, 2025, as a post-closing deliverable under Section 6.14 of the Credit Agreement. Counsel is coordinating with Atlas Meridian Bank, N.A. and its counsel at Whitfield & Bates LLP to ensure timely delivery of the UCC-3 Termination Statements for each applicable debtor and jurisdiction. The termination of the prior filings is a condition subsequent under the Credit Agreement and is required to be completed within three (3) business days following the closing date.
Credit Facility Summary
Lien Search Results
Prior to filing, a UCC lien search was conducted against Summit Industrial Fabrication Co. with the South Carolina Secretary of State. The results of the lien search, dated March 20, 2025, revealed the following existing filings:
(i) UCC-1 Financing Statement filed by Atlas Meridian Bank, N.A., as Collateral Agent, File No. SC-2021-0784532, filed October 15, 2021, covering all assets (to be terminated via UCC-3 Termination Statement as a post-closing deliverable);
(ii) No other financing statements of record.
Counsel has confirmed that, upon the filing of this UCC-1 Financing Statement and the subsequent termination of the Atlas Meridian Bank, N.A. filing referenced above, the security interest of Crescent Harbor Bank, N.A., as Collateral Agent, in the assets of Summit Industrial Fabrication Co. will be a first-priority perfected security interest, subject only to liens permitted under the Credit Agreement.
CERTIFICATION OF FILER
The undersigned, on behalf of Calderwood & Harkness LLP, hereby certifies that: (a) the Secured Party identified above has authorized the filing of this UCC Financing Statement; (b) the information set forth in this Financing Statement is true and correct to the best of the undersigned's knowledge as of the date of preparation; and (c) this Financing Statement is being filed in connection with a bona fide commercial transaction and in accordance with Article 9 of the South Carolina Uniform Commercial Code.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Marcus Leung
Title: Partner
Date: March 28, 2025
425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4000
FOR FILING OFFICE USE ONLY
DISCLAIMER: This UCC Financing Statement is filed for perfection purposes only and is not intended to and does not create, modify, or expand the security interest granted under the Security Agreement. The filing of this Financing Statement does not constitute a representation or warranty by the Secured Party or its counsel as to the accuracy or completeness of the information set forth herein except as may be specifically set forth in the Security Agreement or the Credit Agreement. To the extent of any inconsistency between this Financing Statement and the Security Agreement, the terms of the Security Agreement shall control.
© 2025 Calderwood & Harkness LLP. All rights reserved. This document is confidential and is prepared solely for use in connection with C&H Matter No. 1005-00001. Distribution or reproduction without the prior written consent of Calderwood & Harkness LLP is prohibited.
State | Number of UCC-1 Filings | Filing Office
Delaware | 5 | Delaware Department of State, Division of Corporations
Illinois | 2 | Illinois Secretary of State
Pennsylvania | 2 | Pennsylvania Department of State
South Carolina | 1 | South Carolina Secretary of State
Texas | 2 | Texas Secretary of State
Michigan | 1 | Michigan Department of State
Total | 13
Term | Detail
Borrower | Nexford Industrial Holdings Inc.
Facility | Senior Secured Term Loan B
Aggregate Principal Amount | $1,400,000,000
Administrative Agent | Crescent Harbor Bank, N.A.
Collateral Agent | Crescent Harbor Bank, N.A.
Interest Rate | Term SOFR + 400 basis points
SOFR Floor | 0.75%
Maturity Date | March 28, 2032
Security | First-priority lien on substantially all assets of the Borrower and the Guarantors
Field | Entry
File Number | ______
Filing Date | ______
Filing Time | ______
Filing Officer | ______
Number of Pages | ______
Filing Fee Received | $ _____
Acknowledgment Copy Sent | Yes  No

UCC FINANCING STATEMENT

UCC FINANCING STATEMENT

ADDITIONAL FILING CONTEXT AND COUNSEL NOTES

CERTIFICATION OF FILER

CALDERWOOD & HARKNESS LLP

FOR FILING OFFICE USE ONLY

Record

Parties

Dates

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