Contract analysis

Section 1.01 — Defined Terms As used in this Amendment, the following terms shall have the following meanings: "Amendment" means this Amendment No. 3 to Amended and Restated Credit Agreement, dated as of September 14, 2023, among the Borrower, the Administrative Agent, and the Lenders party hereto. "Amendment Effective Date" means the date on which each of the conditions precedent set forth in Section 4.01 hereof sha

Section 1.02 — Other Definitional Provisions Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. The rules of construction and interpretation set forth in Section 1.03 of the Credit Agreement shall apply mutatis mutandis to this Amendment. Unless the context otherwise requires, references to "Sections" and "Articles" herein

ARTICLE II — AMENDMENTS TO THE CREDIT AGREEMENT Effective as of the Amendment Effective Date, the Credit Agreement is hereby amended as follows:

Section 2.01 — Amendment to Permitted Indebtedness (Section 7.03 of the Credit Agreement)

Section 7.03 of the Credit Agreement is hereby amended by adding the following new clause (q) immediately following the existing clause (p) thereof: "(q) Mezzanine Indebtedness. Indebtedness of the Borrower incurred under and pursuant to the Mezzanine Credit Agreement (as defined in Amendment No. 3 to this Agreement) in an aggregate principal amount not to exceed $120,000,000 at any time outstanding (exclusive of PIK

Section 2.02 — Amendment to Permitted Liens (Section 7.01 of the Credit Agreement)

Section 7.01 of the Credit Agreement is hereby amended by adding the following new clause (r) immediately following the existing clause (q) thereof: "(r) Mezzanine Liens. Second-priority liens on the Collateral securing the Mezzanine Indebtedness and other obligations under the Mezzanine Documents, granted pursuant to the Mezzanine Pledge and Security Agreement (as defined in Amendment No. 3 to this Agreement); provi

Section 7.01 of the Credit Agreement is further amended by adding the following new clause (s) immediately following the new clause (r) added by this Section 2.02: "(s) Parent Equity Pledge. First-priority liens on 100% of the issued and outstanding equity interests in Stonefield Logistics Group Inc. held by Cascade Ridge SLG Holdings, LLC, granted pursuant to the Parent Equity Pledge Agreement (as defined in Amendme

Section 2.03 — Amendment to Restricted Payments (Section 7.06 of the Credit Agreement)

Section 7.06 of the Credit Agreement is hereby amended by adding the following new clause (h) immediately following the existing clause (g) thereof: "(h) Mezzanine Interest Payments and Prepayments. Notwithstanding any other provision of this Section 7.06: (i) the Borrower may make scheduled cash interest payments under the Mezzanine Credit Agreement at a rate not to exceed 8.50% per annum, payable quarterly in arrea

Section 2.04 — Amendment to Financial Covenants Reporting The Credit Agreement is hereby amended by adding the following new Section 6.02(j) to Article VI thereof: "(j) Mezzanine Compliance Reporting. The Borrower shall deliver to the Administrative Agent, concurrently with delivery to the Mezzanine Lender (and in any event within five (5) Business Days following such delivery to the Mezzanine Lender), copies of each

Section 2.05 — Amendment to Events of Default (Cross-Default)

Section 8.01 of the Credit Agreement is hereby amended by adding the following new clause (l) immediately following the existing clause (k) thereof: "(l) Mezzanine Cross-Default. Any default or event of default under the Mezzanine Credit Agreement that results in (i) the acceleration of the Mezzanine Indebtedness or (ii) the exercise of remedies by the Mezzanine Lender (or any agent or representative on behalf of the

Section 2.06 — Amendment to Change of Control Provisions The definition of "Change of Control" in Section 1.01 of the Credit Agreement is hereby confirmed to remain in full force and effect and, for the avoidance of doubt, includes the occurrence of any of the following events: (a) any "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended), other tha

Section 2.07 — Authorization to Enter into Intercreditor Agreement (a) Each Lender party hereto hereby authorizes and directs the Administrative Agent, in its capacity as Collateral Agent under the Credit Agreement and as "Senior Agent" under the Intercreditor Agreement, to execute and deliver the Intercreditor Agreement on behalf of the Lenders, and to perform its obligations thereunder, including but not limited to

Section 2.08 — Amendment to Affirmative Covenants

Article VI of the Credit Agreement is hereby amended by adding the following new Section 6.02(k) immediately following the new Section 6.02(j) added by Section 2.04 hereof: "(k) Mezzanine Document Notifications. The Borrower shall provide prompt written notice to the Administrative Agent (and in any event within five (5) Business Days, unless a shorter period is specified below) of the occurrence of any of the follow

Section 2.09 — Amendment to Negative Covenants

Article VII of the Credit Agreement is hereby amended by adding the following new Section 7.14 immediately following the existing Section 7.13 thereof: "Section 7.14 Modifications to Mezzanine Documents. The Borrower shall not, and shall not permit any Subsidiary to, without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders), amend, modify, supplement, waive, or co

ARTICLE III — REPRESENTATIONS AND WARRANTIES

Section 3.01 — Representations by the Borrower The Borrower hereby represents and warrants to the Administrative Agent and each Lender party hereto that, as of the Amendment Effective Date: (a) Organization and Good Standing. Stonefield Logistics Group Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has full corporate power and authority to own

ARTICLE IV — CONDITIONS TO EFFECTIVENESS

Section 4.01 — Conditions Precedent to Amendment Effective Date This Amendment shall become effective on the date (the "Amendment Effective Date") on which each of the following conditions precedent shall have been satisfied or waived by the Administrative Agent (in consultation with the Required Lenders): (a) Execution and Delivery of Amendment. The Administrative Agent shall have received duly executed counterparts

ARTICLE V — REAFFIRMATION AND CONSENT

Section 5.01 — Reaffirmation of Credit Agreement Except as expressly amended hereby, the Credit Agreement and all other Loan Documents remain in full force and effect and are hereby ratified, confirmed, and continued. Nothing contained in this Amendment shall be construed to imply any intention to diminish or otherwise affect any term, condition, or provision of the Credit Agreement or any other Loan Document, except

Section 5.02 — Reaffirmation of Security Interests Each of the Borrower and the Guarantors hereby confirms, acknowledges, and agrees that the security interests and liens granted by it under the Credit Agreement, the Security Agreement, the Pledge Agreement, and each other Security Document continue in full force and effect after giving effect to this Amendment and secure all Senior Obligations, including any additio

Section 5.03 — Reaffirmation of Guaranty Each of the undersigned Guarantors — being Cascade Ridge SLG Holdings, LLC, Stonefield Intermodal Services, Inc., Stonefield Fleet Management, LLC, and Stonefield Freight Brokerage, Inc. — hereby reaffirms its guarantee of the Senior Obligations pursuant to the Guaranty Agreement, dated as of November 15, 2019 (as amended and restated as of April 7, 2022, and as further amende

Section 5.04 — Consent to Intercreditor Agreement Each Lender party hereto hereby consents to the execution and delivery by the Administrative Agent, in its capacity as Collateral Agent and Senior Agent, of the Intercreditor Agreement, substantially in the form attached hereto as Exhibit A, and hereby authorizes and directs the Administrative Agent to act on behalf of the Lenders under and in accordance with the term

Section 6.01 — Governing Law This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other th

Section 6.02 — Counterparts This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic transmission (including in ".pdf" or ".tif" format) shall be effective as delivery of a manually

Section 6.03 — Headings Article and Section headings used in this Amendment are included for convenience of reference only and shall not be given any substantive effect and shall not affect the construction or interpretation of this Amendment.

Section 6.04 — Severability If any provision of this Amendment is held to be illegal, invalid, or unenforceable by any court of competent jurisdiction, such provision shall be fully severable and the remaining provisions of this Amendment shall remain in full force and effect and shall not be affected or impaired by such determination, and such illegal, invalid, or unenforceable provision shall be reformed and interp

Section 6.05 — Entire Agreement This Amendment, together with the Credit Agreement (as amended hereby), the Intercreditor Agreement, and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior discussions, negotiations, proposals, undertakings, agreements, and understandings, whether written or oral, with respect to the sub

Section 6.06 — Successors and Assigns This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns under the Credit Agreement and the other Loan Documents. No party may assign or otherwise transfer any of its rights or obligations hereunder except in accordance with the provisions of the Credit Agreement governing assignments and parti

Section 6.07 — References to Credit Agreement From and after the Amendment Effective Date, (a) all references in the Credit Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import, and (b) all references to the "Credit Agreement" in any other Loan Document, shall be deemed to mean and refer to the Credit Agreement as amended by this Amendment (and as may be further amended, restated, s

Section 6.08 — Administrative Agent Fees and Expenses The Borrower agrees to pay and reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution, and delivery of this Amendment and the Intercreditor Agreement, including without limitation the reasonable and documented fees and disb