Contract analysis

I. Introduction This firm represents Stonefield Logistics Group Inc., a Delaware corporation headquartered at 4800 Commerce Parkway, Suite 1200, Fort Worth, Texas 76107 ("Stonefield" or the "Borrower"), in connection with the proposed $120,000,000 mezzanine term loan facility (the "Mezzanine Facility") to be provided by Ridgeline Mezzanine Capital Fund III, LP (the "Mezzanine Lender") pursuant to the Mezzanine Credit

II. Overview of Borrower's Approach At the outset, we wish to emphasize that the Borrower's comments to the Draft ICA are designed to ensure that the Intercreditor Agreement, as ultimately executed, appropriately balances the legitimate interests of each of the three principal constituencies affected by the intercreditor framework: (a) the Senior Agent and the senior lender syndicate, whose priority position in the c

III. Section-by-Section Commentary

1. Lien Subordination (Article II of the Draft ICA)

Article II of the Draft ICA establishes the fundamental lien subordination framework, providing that all liens securing the Mezzanine Facility obligations in the Shared Collateral are subordinate and junior in all respects to the liens securing the Senior Facility obligations in such Shared Collateral, and that the Senior Collateral Agent shall have sole and exclusive control over the Shared Collateral, including sol

2. Scope of Shared Collateral (Article I Definitions) Turning to the definitional provisions in Article I of the Draft ICA, we note that the definition of "Shared Collateral" as currently drafted is exceedingly broad and, in our view, potentially captures assets and collateral that should properly be excluded from the intercreditor framework applicable to shared collateral. The Borrower proposes the following modific

3. Enforcement Standstill (Article IV of the Draft ICA)

Article IV of the Draft ICA sets forth the enforcement standstill provisions, which restrict the Mezzanine Lender's ability to exercise remedies against the Shared Collateral following the occurrence of an event of default under the Mezzanine Credit Agreement. We identify this as the most significant area of negotiation between the parties, and the provision on which the Borrower's comments are most extensive. Curren

4. Payment blockage (Article V of the Draft ICA)

Article V of the Draft ICA addresses payment blockage, establishing the framework under which the Senior Agent may restrict the payment of cash interest and other amounts on the Mezzanine Facility. As drafted, Article V provides that upon the occurrence and during the continuance of any "Senior Event of Default" (as defined in the Senior Credit Agreement), the Senior Agent may deliver a Payment blockage Notice to the

5. Purchase Option (Article VI of the Draft ICA)

Article VI of the Draft ICA grants the Mezzanine Lender the right to purchase the entire outstanding senior debt — including all term loans and revolving credit obligations — at par plus accrued interest upon the acceleration of the senior facility following a Senior Event of Default. The Borrower supports this provision as a critical structural protection for both the Mezzanine Lender and the Borrower. The purchase

6. Cure Rights (Article VII — Proposed New Provision) The Draft ICA is silent on the subject of Borrower cure rights, and does not include any provision permitting the Borrower or its equity sponsor to cure defaults under the Senior Credit Agreement in order to prevent or terminate the exercise of intercreditor remedies (including payment blockage and enforcement standstills). The Borrower proposes the addition of a

7. Change of Control (Article VIII / Cross-Reference Provisions)

Article VIII of the Draft ICA and certain related cross-reference provisions address the treatment of a "change of control" event. As currently drafted, the Intercreditor Agreement cross-references the definition of "Change of Control" set forth in Section 1.01 of the Senior Credit Agreement. The Borrower proposes that the Intercreditor Agreement adopt a uniform, standalone definition of "Change of Control" that is c

8. Permitted Amendments to Senior Facility Documents The Draft ICA includes provisions restricting the ability of the Borrower to amend, modify, supplement, or waive any provision of the Senior Credit Agreement or any related senior facility document without the prior written consent of the Mezzanine Lender. The Borrower generally accepts this concept, which is a standard feature of intercreditor agreements and serve

9. Insurance and Casualty Proceeds The Draft ICA does not include specific provisions addressing the application of insurance and casualty proceeds derived from the Shared Collateral. Given the nature of the Borrower's business — which involves a large fleet of owned and financed transportation equipment, rolling stock, and terminal facilities — the proper treatment of insurance and casualty proceeds is a matter of c

10. Notices. The Borrower proposes that all notices, requests, demands, and other communications under the Intercreditor Agreement be in writing and delivered by hand, overnight courier service, facsimile, or email (with confirmation of receipt) to the following addresses: Senior Agent: Whitmore National Bank, N.A. 350 Park Avenue New York, New York 10022 Attention: Gregory S. Feinberg, Managing Director Telephone: (

11. Miscellaneous Provisions The Borrower proposes the following with respect to the miscellaneous provisions of the Intercreditor Agreement: (a) Governing Law. The Borrower confirms that the Intercreditor Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would result in the application of the laws of any other juri

IV. Summary of Key Open Points For the convenience of all parties and to facilitate an efficient resolution of the outstanding issues, we set forth below a summary of the key negotiation points and their current status: We believe that a comprehensive resolution of the foregoing points will result in an Intercreditor Agreement that is fair, balanced, and consistent with market practice, and that appropriately protect

V. Closing / Request for Response We respectfully request that Renshaw Pratt LLP review the enclosed redline and this commentary letter in consultation with the Senior Agent and revert with the Senior Agent's comments at your earliest convenience. Given the current transaction timeline, we would appreciate receiving a response no later than September 8, 2023, if possible, so that the parties can work toward resolutio