Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION This AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (this "Agreement"), dated as of December 1, 2023, is entered into among STONEFIELD LOGISTICS GROUP INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto, PINNACLE NATIONAL BANK, N.A., as Administrative Agent and Collateral Agent, and the Lenders from time to time party hereto. RECITALS WHEREAS, the Bo

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Adjusted EBITDA" means, for any Test Period, Consolidated Net Income of the Borrower and its Subsidiaries on a consolidated basis for such period, plus, without duplication, to the extent deducted (or not included) in computing Consolidated Net Income for such period: (a) consolidated interest expense

Section 1.02 — Other Interpretive Provisions With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include

Section 1.03 — Accounting Terms and Determinations (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect on the Restatement Effective Date,

Section 1.04 — Rounding Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number) to the numb

Section 1.05 — References to Agreements, Laws, Etc. Unless otherwise specified, (a) all references herein to any agreement, instrument, or other document (including this Agreement, the other Loan Documents, the Super-Priority Credit Agreement, the Amended and Restated Intercreditor Agreement, and any organizational document) shall be deemed to refer to such agreement, instrument, or other document as it may be amende

Section 1.06 — Times of Day Unless otherwise specified, all references herein to times of day shall be references to Eastern time (New York City time).

Section 1.07 — Timing of Payment or Performance When the payment of any obligation or the performance of any covenant, duty, or obligation is stated to be due or required to be performed on a day that is not a Business Day, the date of such payment or performance shall be extended to the immediately succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the p

Section 1.08 — Divisions For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction's laws): (a) if any asset, right, obligation, or liability of any Person becomes the asset, right, obligation, or liability of a different Person, then it shall be deemed to have been transferred from the original Person to t

Section 1.09 — Rates; Benchmark Replacement (a) The interest rate on Term SOFR Loans may be determined by reference to the Term SOFR Reference Rate, which is derived from the Secured Overnight Financing Rate, as published by the Federal Reserve Bank of New York. Term SOFR is intended to be a forward-looking rate and is based on market expectations for the SOFR over the applicable Interest Period. (b) Benchmark Replac

Section 2.01 — Term Loans (a) The parties hereto acknowledge and agree that the Term Loans in the aggregate outstanding principal amount of $285,000,000 were originally made by the Term Lenders under the Original Credit Agreement on or about December 15, 2017, and such Term Loans continue hereunder as amended and restated by this Agreement. No new Term Loans are being funded on the Restatement Effective Date or the C

Section 2.02 — Revolving Loans (a) Revolving Commitments. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Revolving Lender's Revolving Credit Exposure exceeding such Revolving Lender's Revolving Commitment or (ii) the To

Section 2.03 — Letters of Credit (a) LC Sub-Facility. Subject to the terms and conditions set forth herein, the LC Issuer agrees to issue Lett