Contract analysis

I. OVERVIEW Transaction Description. This term sheet sets forth the principal terms of a proposed consensual out-of-court restructuring of approximately $485 million in funded debt obligations of Stonefield Logistics Group Inc. ("Stonefield," the "Company," or the "Borrower"), a Delaware corporation headquartered at 4200 Commerce Street, Suite 1500, Dallas, TX 75201. The Company is a portfolio company of Ridgeline Ca

II. THE COMPANY Full Legal Name. Stonefield Logistics Group Inc. Entity Type and Formation. Stonefield is a corporation organized and existing under the laws of the State of Delaware. The Company's federal employer identification number (EIN) is 83-2457109, and its Delaware file number is 6341872. Registered Agent (Delaware). Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801. Principal Office.

III. EXISTING CAPITAL STRUCTURE (AS OF MARCH 31, 2023) The following sections describe the Company's existing capital structure as of March 31, 2023, which is the most recent quarter-end for which financial information is available. A. First Lien Revolving Credit Facility Agreement. First Lien Credit Agreement, dated as of December 15, 2017 (as amended from time to time, the "First Lien Credit Agreement"), by and amo

IV. PROPOSED RESTRUCTURING TERMS The following sections set forth the principal terms of each component of the proposed restructuring. All terms described below are subject to the negotiation and execution of definitive legal documentation. A. Amended First Lien Term Loan B Borrower. Stonefield Logistics Group Inc. Guarantors. Stonefield Logistics Holdings LLC, Stonefield Freight Services LLC, Stonefield Last Mile In

V. POST-RESTRUCTURING CAPITAL STRUCTURE Upon the closing of the restructuring transactions described in Section IV, the Company's capital structure will be as set forth in the following table: Total Post-Restructuring Funded Debt. $375.0 million ($55.0 million Super-Priority Term Loan + $35.0 million Amended Revolver commitment + $285.0 million Amended TLB), representing a reduction of $100.1 million from the pre-res

VI. CONDITIONS TO CLOSING The consummation of the restructuring transactions contemplated by this term sheet shall be subject to the satisfaction or waiver of the following conditions precedent on or before the closing date:

1. Definitive Documentation. Execution and delivery of all definitive documentation by all parties thereto, in form and substance acceptable to the Company, the Sponsor, the Required Lenders under the First Lien Credit Agreement, the requisite majority of Mezzanine Note holders, and Belvedere (as lead arranger of the Super-Priority Term Loan), including the following: (a) Amended and Restated First Lien Credit Agreem

2. Restructuring Support Agreement. Execution and delivery of a Restructuring Support Agreement (the "RSA") by the following requisite majorities of each creditor constituency: (a) TLB: Required Lenders (holders of more than 50% of outstanding TLB loans); (b) Revolver: Required Lenders (holders of more than 50% of revolving loan commitments); and (c) Mezzanine Notes: Holders of more than 66⅔% in aggregate principal a

3. Receipt of All Required Consents. Receipt of all consents required under the existing credit documentation and the Mezzanine Indenture to effectuate the restructuring transactions, including: (a) Consent of the Required Lenders under the First Lien Credit Agreement (holders of more than 50% of outstanding TLB loans) to the amendment and extension of the TLB; (b) Consent of the Required Lenders under the First Lien

4. Sponsor Equity Contribution. Funding of the $12.5 million new cash equity contribution by Ridgeline Capital Partners Fund III, L.P. into the Company on or prior to the closing date.

5. Super-Priority Term Loan Funding. Funding of the $45.0 million initial draw under the Super-Priority Credit Agreement by Belvedere Credit Opportunities Fund LP on the closing date.

6. No Material Adverse Change. No material adverse change shall have occurred in the business, operations, assets, liabilities, condition (financial or otherwise), or results of operations of the Company and its subsidiaries, taken as a whole, since March 31, 2023, as determined in the reasonable judgment of the Required Lenders under the First Lien Credit Agreement and Belvedere (as Super-Priority lender).

7. Governmental and Regulatory Approvals. Receipt of all required governmental and regulatory approvals, if any, including any approvals required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (to the extent applicable), the rules and regulations of the U.S. Department of Transportation, and any state-level transportation or business licensing requirements triggered by the change in equity ownership.

8. No Injunction or Legal Challenge. No injunction, restraining order, or other legal proceeding shall be pending or threatened that challenges, prohibits, or seeks to materially impair the consummation of the restructuring transactions.

9. Closing Deliverables. Delivery of all customary closing deliverables, including: (a) Secretary's Certificate, executed by Howard Kessler (General Counsel), certifying as to the Company's organizational documents, board resolutions, and incumbency of officers; (b) Officer's Certificate, executed by Priya Sundaram (Chief Financial Officer), certifying as to the accuracy of the Company's representations and warrantie

10. Payment of Transaction Costs and Fees. Payment of all transaction costs and fees due and payable at closing, including consent fees payable to the TLB and Revolver lenders, advisory fees and professional fees payable to the advisors and counsel listed in Section VII below, and all other costs and expenses incurred by the Company and reimbursable to the creditor constituencies in connection with the restructuring.

11. D&O Tail Insurance. A directors' and officers' liability insurance tail policy shall be in place as of the closing date, issued by Northgate Specialty Insurance Company (Policy No. NSI-DOL-2023-07721), providing $15.0 million in aggregate coverage with a six-year tail period, covering claims arising from acts or omissions occurring prior to the closing date.

VII. ESTIMATED TRANSACTION COSTS The following table sets forth the estimated transaction costs associated with the proposed restructuring. All estimated amounts are subject to change based on the final scope of work, timing of the closing, and the negotiation of definitive fee arrangements. All professional fees of the first lien lenders' counsel and the mezzanine Ad Hoc Group's counsel and financial advisor are pay

VIII. INDICATIVE TIMELINE The following table sets forth the indicative timeline for the proposed restructuring. All dates are targets and are subject to change based on the progress of negotiations, documentation, and the consent solicitation process. The parties acknowledge that the timeline set forth above is aggressive and may require adjustment. In particular, the parties recognize that the consent solicitation

IX. ADVISORS AND COUNSEL The following table summarizes the professional advisors and counsel engaged by the various parties in connection with the proposed restructuring: Thornbury McCaffrey LLP represents both the mezzanine Ad Hoc Group and the new money lender (Belvedere Credit Opportunities Fund LP) in connection with this transaction. Thornbury McCaffrey has implemented an ethical wall within its firm to address

X. RESERVATIONS AND DISCLAIMERS Non-Binding Nature. This term sheet is non-binding and is for discussion purposes only. It is intended to facilitate negotiations among the parties and does not constitute a commitment, undertaking, or agreement by any party to enter into, consummate, or support the transactions described herein. No Obligation. No party shall have any obligation with respect to the transactions describ