Contract analysis

Section 1.01 — Defined Terms. As used in this Amendment, the following terms shall have the meanings set forth below: "Amendment" means this Amendment No. 1 and Restatement Agreement, dated as of December 1, 2023, among the Borrower, the Guarantors, the Administrative Agent, and the Consenting Lenders, including all schedules and exhibits hereto. "Amended and Restated Credit Agreement" means the Existing Credit Agree

Section 1.02 — Rules of Construction. (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," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to

ARTICLE II — AMENDMENT AND RESTATEMENT

Section 2.01 — Amendment and Restatement of the Existing Credit Agreement. (a) Effective as of the Amendment Effective Date, and subject to the satisfaction (or waiver) of the conditions precedent set forth in Article IV hereof, the Existing Credit Agreement is hereby amended and restated in its entirety in the form of the Amended and Restated Credit Agreement attached hereto as Exhibit A. On and after the Amendment

Section 2.02 — Term Loan B — Continuation of Outstanding Loans. (a) The outstanding aggregate principal amount of the Existing Term Loan B immediately prior to the Amendment Effective Date, which amount is $285,000,000, shall continue as Term Loans outstanding under the Amended and Restated Credit Agreement. No additional Term Loans shall be made pursuant to this Amendment, and no portion of the outstanding Term Loan

Section 2.03 — Revolving Facility — Reduction and Continuation. (a) The aggregate Revolving Commitments shall be permanently reduced from $50,000,000 to $35,000,000 as of the Amendment Effective Date. Such reduction shall be applied ratably to each Revolving Lender's Revolving Commitment in accordance with its pro rata share. (b) All Revolving Loans and Letters of Credit outstanding under the Existing Credit Agreemen

Section 2.04 — Financial Covenants. The Amended and Restated Credit Agreement includes the following financial covenants, which are not contained in the Existing Credit Agreement: (a) Total Net Leverage Ratio. Commencing with the fiscal quarter ending March 31, 2024, the Borrower shall not permit the Total Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement) as of the last day of any fiscal qu

Section 2.05 — Consent Fees. (a) On the Amendment Effective Date, the Borrower shall pay to the Administrative Agent, for the account of each Consenting Lender, the following consent fees: (i) TLB Consent Fee. To each Consenting Lender that holds Term Loan B loans, a consent fee equal to 0.50% (50 basis points) of the outstanding principal amount of such Consenting Lender's Term Loan B loans as of the Amendment Effec

Section 2.06 — Security and Collateral. (a) All Liens on the Collateral securing the Obligations under the Existing Credit Agreement shall continue in full force and effect and, without any further action by any party hereto, shall secure the Obligations under the Amended and Restated Credit Agreement. No re-grant, re-pledge, or re-assignment of any security interest in the Collateral is intended or required hereby,

ARTICLE III — REPRESENTATIONS AND WARRANTIES

Section 3.01 — Representations and Warranties of the Borrower. The Borrower hereby represents and warrants to the Administrative Agent and each Consenting Lender, as of the date hereof and as of the Amendment Effective Date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as

Section 3.02 — Representations and Warranties of Each Guarantor. Each Guarantor hereby represents and warrants to the Administrative Agent and each Consenting Lender, as of the date hereof and as of the Amendment Effective Date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects

ARTICLE IV — CONDITIONS PRECEDENT TO AMENDMENT EFFECTIVE DATE

Section 4.01 — Conditions Precedent. The effectiveness of this Amendment (including the amendment and restatement of the Existing Credit Agreement in the form of the Amended and Restated Credit Agreement) is subject to the satisfaction (or waiver by the Administrative Agent and the Required Lenders, acting in their sole discretion) of each of the following conditions precedent on or prior to the Amendment Effective D

ARTICLE V — CONSENT AND REAFFIRMATION BY GUARANTORS

Section 5.01 — Consent of Guarantors. Each of the Guarantors (consisting of Stonefield Logistics Holdings LLC, Stonefield Freight Services LLC, Stonefield Last Mile Inc., and Stonefield Warehousing LLC) hereby consents to this Amendment, the amendment and restatement of the Existing Credit Agreement in the form of the Amended and Restated Credit Agreement, and each of the other transactions contemplated hereby and th

Section 5.02 — Reaffirmation of Guaranty. (a) Each Guarantor hereby ratifies and reaffirms its obligations under its Guaranty (as defined in the Existing Credit Agreement and as continued under the Amended and Restated Credit Agreement) and confirms that such Guaranty remains in full force and effect and is not released, diminished, impaired, or otherwise affected by this Amendment or the amendment and restatement of

Section 6.01 — Post-Amendment Effective Date Covenants. From and after the Amendment Effective Date, the Borrower shall comply with all covenants and agreements set forth in the Amended and Restated Credit Agreement, including, without limitation: (a) the financial covenants set forth in Section 2.04 hereof (Total Net Leverage Ratio and Minimum Liquidity), as more fully set forth in the Amended and Restated Credit Ag

Section 6.02 — UCC Filings. (a) The Borrower and each Guarantor shall cooperate with the Administrative Agent (in its capacity as Collateral Agent) and its counsel in connection with any UCC financing statement amendments, UCC-3 amendments, or other filings with any filing office reasonably necessary or desirable to reflect the amendment and restatement of the Existing Credit Agreement, including, without limitation,

Section 7.01 — Effect of Amendment. (a) Except as expressly amended and restated hereby, the Existing Credit Agreement and all other Loan Documents (including all Security Documents, Guaranties, and any other agreements, instruments, certificates, and documents executed and delivered in connection with or pursuant to the Existing Credit Agreement) shall remain in full force and effect and are hereby ratified and conf

Section 7.02 — Governing Law. This Amendment and all claims or causes of action (whether in contract, tort, or otherwise) arising out of, based upon, or relating to this Amendment or the negotiation, execution, or performance hereof shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State o

Section 7.03 — Submission to Jurisdiction; Waiver of Jury Trial. (a) Submission to Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, the City of New York, and of the United States District Court for the Southern District of New York, and any appellate cou

Section 7.04 — 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 this Amendment shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof. The remaining provisions of this Amendment shall remain in full force and effect and

Section 7.05 — Counterparts; Electronic Execution. (a) This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of which, taken together, shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed .pdf, or any other electronic means that reproduces an image of

Section 7.06 — Entire Agreement. This Amendment, together with the Amended and Restated Credit Agreement (including all schedules and exhibits thereto), 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 agreements and understandings, whether written or oral, among the parties hereto wi

Section 7.07 — Headings. Section headings and Article headings used in this Amendment are for convenience of reference only, are not part of this Amendment, and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

Section 7.08 — Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Borrower nor any Guarantor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender. The Lenders may assign or otherwise transfer the

Section 7.09 — Notices. All notices, requests, demands, consents, approvals, and other communications under this Amendment shall be given in accordance with the notice provisions set forth in the Amended and Restated Credit Agreement, to the addresses set forth on Schedule 2 hereto, or to such other address as any party may from time to time designate by written notice to the other parties in accordance with the prov