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AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT

dated as of September 14, 2023

among

STONEFIELD LOGISTICS GROUP INC. as Borrower,

WHITMORE NATIONAL BANK, N.A. as Administrative Agent and Collateral Agent,

and

THE LENDERS PARTY HERETO

Reference to Existing Agreement: Amended and Restated Credit Agreement, dated as of April 7, 2022 (originally dated November 15, 2019), among Stonefield Logistics Group Inc., Whitmore National Bank, N.A. as Administrative Agent and Collateral Agent, and the lenders party thereto (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement")

This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of September 14, 2023, is entered into by and among STONEFIELD LOGISTICS GROUP INC., a Delaware corporation (the "Borrower"), WHITMORE NATIONAL BANK, N.A., a national banking association, in its capacity as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent," the "Collateral Agent," or the "Agent"), and the Lenders (as defined below) party hereto.

RECITALS

A. The Borrower, the Administrative Agent, and the lenders from time to time party thereto (the "Lenders") are parties to that certain Amended and Restated Credit Agreement, dated as of April 7, 2022 (as originally entered into on November 15, 2019, and as amended and restated as of April 7, 2022, and as further amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Credit Agreement"), pursuant to which the Lenders have made available to the Borrower a $275,000,000 Senior Secured Term Loan B facility (the "Term Loan B") and a $50,000,000 Senior Secured Revolving Credit Facility (the "Revolving Credit Facility" and, together with the Term Loan B, the "Senior Credit Facilities"). Capitalized terms used in these Recitals and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

B. The Borrower has requested that the Lenders and the Administrative Agent consent to certain amendments to the Credit Agreement to permit the Borrower to incur mezzanine indebtedness in an aggregate principal amount of $120,000,000 (the "Mezzanine Indebtedness") pursuant to a Mezzanine Credit Agreement to be entered into between the Borrower and Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership (the "Mezzanine Lender"). The proceeds of the Mezzanine Indebtedness will be used by the Borrower to fund a capital expenditure program, including fleet expansion, terminal facility buildout across the Borrower's logistics network, and technology upgrades to the Borrower's transportation management and freight brokerage platforms.

C. In connection with the Mezzanine Indebtedness, the Borrower has further requested that the Lenders and the Administrative Agent consent to the grant of second-priority liens on the Collateral (as defined in the Credit Agreement) to secure the Mezzanine Indebtedness, which second-priority liens shall be subordinate and junior in all respects to the first-priority liens securing the Senior Obligations (as defined herein).

D. In connection with the foregoing, the Administrative Agent and the Mezzanine Lender intend to enter into an Intercreditor Agreement, dated as of September 14, 2023 (the "Intercreditor Agreement"), to govern the relative priorities, rights, and remedies of the Administrative Agent (on behalf of the Lenders) as "Senior Agent" and the Mezzanine Lender with respect to the shared Collateral. The Borrower will acknowledge and consent to the terms of the Intercreditor Agreement.

E. The undersigned Lenders constitute the "Required Lenders" under Section 11.01 of the Credit Agreement and have agreed to the amendments to the Credit Agreement set forth herein, subject to the satisfaction of the terms and conditions of this Amendment.

F. In consideration of the agreements of the Administrative Agent and the Lenders set forth herein, the Borrower has agreed to pay to the Administrative Agent an amendment fee of $137,500 (calculated as 0.05% of the $275,000,000 aggregate outstanding principal amount of the Term Loan B) for the pro rata account of the consenting Lenders, which fee shall be due and payable on the Amendment Effective Date (as defined below).

NOW, THEREFORE, in consideration of the premises and the mutual agreements, covenants, and provisions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS

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 shall have been satisfied or waived in accordance with the terms hereof.

"Credit Agreement" has the meaning assigned to such term in the Recitals hereto.

"Intercreditor Agreement" means that certain Intercreditor Agreement, dated as of September 14, 2023, among Whitmore National Bank, N.A., in its capacity as Senior Agent (as defined therein), Ridgeline Mezzanine Capital Fund III, LP, in its capacity as Mezzanine Lender (as defined therein), and acknowledged and consented to by Stonefield Logistics Group Inc. and the Guarantors, as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof and hereof.

"Mezzanine Credit Agreement" means that certain Mezzanine Credit Agreement, dated as of September 14, 2023, among Stonefield Logistics Group Inc., as Borrower, Ridgeline Mezzanine Capital Fund III, LP, as Mezzanine Lender, and the guarantors party thereto from time to time, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof and of the Intercreditor Agreement.

"Mezzanine Documents" means, collectively, the Mezzanine Credit Agreement, the Mezzanine Guaranty Agreement, the Mezzanine Pledge and Security Agreement, the Parent Equity Pledge Agreement, the Warrant Agreement, the Registration Rights Agreement, and all other agreements, instruments, certificates, notices, and documents executed or delivered in connection with any of the foregoing.

"Mezzanine Guaranty Agreement" means that certain Mezzanine Guaranty Agreement, dated as of September 14, 2023, by Cascade Ridge SLG Holdings, LLC, Stonefield Intermodal Services, Inc., Stonefield Fleet Management, LLC, and Stonefield Freight Brokerage, Inc., each as guarantor, in favor of Ridgeline Mezzanine Capital Fund III, LP, as Mezzanine Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof and of the Intercreditor Agreement.

"Mezzanine Indebtedness" means indebtedness of the Borrower in an aggregate principal amount not to exceed $120,000,000 (exclusive of PIK interest accrued and capitalized thereon) incurred pursuant to the Mezzanine Credit Agreement, bearing interest at a rate of 1,100 basis points per annum (comprised of 850 basis points payable in cash quarterly in arrears and 250 basis points payable in kind, compounding quarterly and added to the outstanding principal balance), and having a stated final maturity date of September 29, 2029.

"Mezzanine Lender" means Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership, together with its successors and permitted assigns under the Mezzanine Credit Agreement.

"Mezzanine Liens" means second-priority liens on the Collateral (as defined in the Credit Agreement) granted to the Mezzanine Lender (or its agent) pursuant to the Mezzanine Pledge and Security Agreement to secure the Mezzanine Indebtedness and other obligations under the Mezzanine Documents, which liens shall be subject and subordinate in all respects to the Senior Liens in accordance with the terms and provisions of the Intercreditor Agreement.

"Mezzanine Pledge and Security Agreement" means that certain Mezzanine Pledge and Security Agreement, dated as of September 14, 2023, by and among Stonefield Logistics Group Inc. and the subsidiary guarantors party thereto, as grantors, in favor of Ridgeline Mezzanine Capital Fund III, LP, as secured party, granting second-priority liens on the Collateral (as defined in the Credit Agreement) to secure the obligations under the Mezzanine Documents.

"Parent Equity Pledge Agreement" means that certain Parent Equity Pledge Agreement, dated as of September 14, 2023, by Cascade Ridge SLG Holdings, LLC, as pledgor, in favor of Ridgeline Mezzanine Capital Fund III, LP, as secured party, pursuant to which Cascade Ridge SLG Holdings, LLC has pledged 100% of the issued and outstanding equity interests in Stonefield Logistics Group Inc. to secure the obligations under the Mezzanine Documents. The parties acknowledge that such pledge constitutes a first-priority lien on such equity interests and that such equity interests do not constitute "Collateral" under the Credit Agreement and the pledge thereof does not impair or affect the Senior Liens.

"Senior Liens" means the first-priority liens on the Collateral (as defined in the Credit Agreement) granted to the Collateral Agent for the benefit of the Lenders to secure the Senior Obligations.

"Senior Obligations" means the "Obligations" as defined in the Credit Agreement, including all principal, interest (including post-petition interest), fees, premiums, expenses, indemnification obligations, and other amounts owing by the Borrower or any Guarantor under or in respect of the Credit Agreement, the Security Documents, and the other Loan Documents.

"Warrant Agreement" means that certain Warrant Agreement to be dated on or about September 29, 2023, between Stonefield Logistics Group Inc., as issuer, and Ridgeline Mezzanine Capital Fund III, LP, as warrantholder, providing for the issuance of warrants representing 3.0% of the fully-diluted equity of the Borrower on a post-exercise basis, exercisable at a nominal exercise price of $0.01 per share, subject to the terms and conditions set forth therein.

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 are references to Sections and Articles of this Amendment, and references to "Exhibits" herein are references to Exhibits attached to this Amendment.

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 interest accrued and capitalized thereon in accordance with the terms of the Mezzanine Credit Agreement as in effect on the Third Amendment Effective Date); provided that each of the following conditions is satisfied at the time of, and after giving effect to, the incurrence of such indebtedness:

(i) such indebtedness is incurred pursuant to the Mezzanine Credit Agreement, substantially in the form reviewed by the Administrative Agent prior to the Third Amendment Effective Date;

(ii) the stated final maturity date of such indebtedness is no earlier than September 29, 2029 (which is at least three (3) years after the Term Loan B Maturity Date of November 15, 2026);

(iii) such indebtedness is secured solely by the Mezzanine Liens, which shall at all times be subject and subordinate to the Senior Liens in accordance with the terms and provisions of the Intercreditor Agreement, and by the first-priority lien under the Parent Equity Pledge Agreement on the equity interests in the Borrower held by Cascade Ridge SLG Holdings, LLC (which equity interests do not constitute Collateral hereunder);

(iv) the Intercreditor Agreement (as defined in Amendment No. 3 to this Agreement) shall be in full force and effect and no material breach thereof by any party thereto shall exist at the time of such incurrence;

(v) no Default or Event of Default under this Agreement shall exist at the time of such incurrence or would result therefrom; and

(vi) after giving pro forma effect to such incurrence (and the application of the proceeds thereof), the Total Leverage Ratio, calculated using LTM Adjusted EBITDA as of the most recent fiscal quarter for which financial statements have been delivered, shall not exceed 4.25 to 1.00."

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); provided that:

(i) such liens are at all times subject and subordinate to the Senior Liens in accordance with the terms and provisions of the Intercreditor Agreement (as defined in Amendment No. 3 to this Agreement);

(ii) the Intercreditor Agreement is in full force and effect; and

(iii) the Administrative Agent, in its capacity as Collateral Agent, retains sole and exclusive control over the disposition, release, and enforcement of rights with respect to the shared Collateral during any Standstill Period (as defined in the Intercreditor Agreement), and no Mezzanine Lender or agent therefor shall exercise any remedies with respect to such shared Collateral during such Standstill Period except as expressly permitted under the Intercreditor Agreement."

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 Amendment No. 3 to this Agreement) to secure the Mezzanine Indebtedness and other obligations under the Mezzanine Documents. For the avoidance of doubt, such equity interests do not constitute Collateral under this Agreement or the Security Documents and the pledge thereof does not impair, diminish, or adversely affect any Senior Liens."

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 arrears in accordance with the terms of the Mezzanine Credit Agreement as in effect on the Third Amendment Effective Date; provided that no Payment blockage Notice (as defined in the Intercreditor Agreement) shall be then in effect at the time of such payment;

(ii) the accrual and capitalization of PIK interest at a rate of 2.50% per annum, compounding quarterly, and the addition of such PIK interest to the outstanding principal balance of the Mezzanine Indebtedness in accordance with the Mezzanine Credit Agreement shall not constitute a restricted payment under this Section 7.06;

(iii) the Borrower may make a mandatory prepayment of the Mezzanine Indebtedness upon the occurrence of a Change of Control (as defined in this Agreement) at a redemption price equal to 103% of the outstanding principal amount of the Mezzanine Indebtedness plus all accrued and unpaid interest (including capitalized PIK interest), subject in all cases to (A) the terms and conditions of the Intercreditor Agreement and (B) the prior repayment in full of all Senior Obligations (or the concurrent repayment in full of all Senior Obligations from the proceeds of such Change of Control); and

(iv) no voluntary prepayment of the Mezzanine Indebtedness shall be permitted without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders) unless (A) no Default or Event of Default exists or would result therefrom, (B) the Borrower is in compliance with all financial covenants under this Agreement on a pro forma basis, and (C) the Intercreditor Agreement permits such voluntary prepayment."

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 compliance certificate delivered by the Borrower under the Mezzanine Credit Agreement, together with such supporting calculations as the Administrative Agent may reasonably request, demonstrating the Borrower's compliance (or non-compliance, as applicable) with the following financial covenants under the Mezzanine Credit Agreement:

(i) Maximum Total Leverage Ratio: 4.25 to 1.00 through and including the fiscal quarter ending June 30, 2024; stepping down to 4.00 to 1.00 for the fiscal quarter ending September 30, 2024 through and including the fiscal quarter ending June 30, 2025; and stepping down to 3.75 to 1.00 for the fiscal quarter ending September 30, 2025 and each fiscal quarter thereafter;

(ii) Minimum Fixed Charge Coverage Ratio: 1.10 to 1.00 as of the end of each fiscal quarter, calculated on a trailing four-quarter basis;

(iii) Minimum Liquidity: $15,000,000 at all times, calculated as the sum of (A) unrestricted cash and cash equivalents of the Borrower and its Subsidiaries on a consolidated basis plus (B) availability under the Revolving Credit Facility; and

(iv) Maximum Capital Expenditures: $85,000,000 per fiscal year, with unused amounts up to 25% of the permitted amount for such fiscal year permitted to be carried forward to the immediately succeeding fiscal year (but not to any subsequent fiscal year).

Any breach of any financial covenant under the Mezzanine Credit Agreement shall be reported in writing by the Borrower to the Administrative Agent within five (5) Business Days of the occurrence thereof (or, if earlier, within five (5) Business Days of the Borrower's knowledge thereof)."

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 Mezzanine Lender) against the Collateral or any other assets of the Borrower or any Guarantor following the expiration of any applicable Standstill Period under the Intercreditor Agreement; provided, however, that for the avoidance of doubt, the existence of a payment blockage under the Intercreditor Agreement resulting from the delivery of a Payment blockage Notice by the Administrative Agent shall not, in and of itself, constitute a Default or Event of Default under this Agreement."

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 than Cascade Ridge Capital Partners, LLC and its Affiliates, becomes the "beneficial owner" (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the total voting power of all outstanding Voting Stock of the Borrower;

(b) Stonefield Logistics Group Inc. ceases to be a direct wholly-owned Subsidiary of Cascade Ridge SLG Holdings, LLC; or

(c) the Borrower and its Subsidiaries, on a consolidated basis, sell, transfer, convey, or otherwise dispose of all or substantially all of their assets (whether in a single transaction or a series of related transactions) to any Person other than a wholly-owned Subsidiary of the Borrower.

The parties acknowledge that the occurrence of a Change of Control triggers a mandatory prepayment obligation under both the Credit Agreement and the Mezzanine Credit Agreement. In accordance with Section 2.03(h)(iii) hereof and the terms of the Intercreditor Agreement, all Senior Obligations shall be repaid in full prior to, or concurrently with, any payment on the Mezzanine Indebtedness in connection with such Change of Control, and the payment waterfall provisions of the Intercreditor Agreement shall govern the application of proceeds.

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 obligations and rights with respect to:

(i) the subordination of the Mezzanine Liens to the Senior Liens in all respects, including as to the priority of payment and the right to receive distributions and proceeds of Collateral;

(ii) the implementation and enforcement of a 180-day standstill period (the "Standstill Period") during which the Mezzanine Lender may not exercise any remedies against the shared Collateral following the occurrence of a default or event of default under the Mezzanine Credit Agreement, subject to the terms set forth in the Intercreditor Agreement;

(iii) payment blockage mechanics, pursuant to which the Administrative Agent may deliver a Payment blockage Notice to the Mezzanine Lender following the occurrence and during the continuance of a Senior Event of Default, blocking payments of cash interest, principal, and other amounts on the Mezzanine Indebtedness for a period of up to 180 consecutive days, subject to the limitation that no more than one (1) such payment blockage period may be in effect during any 360-day period;

(iv) the Mezzanine Lender's purchase option to acquire all (but not less than all) of the outstanding Senior Obligations at par plus accrued and unpaid interest and fees (including any breakage costs) upon acceleration of the Senior Credit Facilities, subject to the terms and conditions set forth in the Intercreditor Agreement; and

(v) the sole and exclusive control by the Collateral Agent over the shared Collateral during any Standstill Period, including the right to direct the manner, timing, and terms of any sale, disposition, or realization upon such Collateral, without the consent of or consultation with the Mezzanine Lender except as expressly required by the Intercreditor Agreement.

(b) The execution and delivery by the Administrative Agent of the Intercreditor Agreement in accordance with this Section 2.07 shall be deemed to be with the full consent, authorization, and direction of each Lender that is a party to, or bound by, this Amendment, and each such Lender hereby waives any objection to the terms of the Intercreditor Agreement to the extent consistent with the summary of terms set forth above.

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 following:

(i) the execution and delivery of any Mezzanine Document (other than those delivered on the Third Amendment Effective Date, copies of which shall have been previously provided to the Administrative Agent);

(ii) any proposed amendment, modification, waiver, or consent under any Mezzanine Document, which notice shall be provided no less than five (5) Business Days prior to the proposed effectiveness thereof, to the extent practicable (and in any event promptly following execution thereof);

(iii) the occurrence of any default or event of default (howsoever defined) under the Mezzanine Credit Agreement or any other Mezzanine Document, together with a description in reasonable detail of the nature of such default or event of default and the actions the Borrower proposes to take with respect thereto;

(iv) the commencement of any exercise of remedies or enforcement action by the Mezzanine Lender (or any agent or representative acting on behalf of the Mezzanine Lender) against any Collateral, the Borrower, or any Guarantor; and

(v) the delivery or receipt by the Borrower of any Payment blockage Notice under the Intercreditor Agreement, or the expiration or termination of any Standstill Period or payment blockage period under the Intercreditor Agreement."

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 consent to any amendment, modification, supplement, or waiver of any provision of any Mezzanine Document if such amendment, modification, supplement, waiver, or consent would:

(a) increase the aggregate principal amount of Mezzanine Indebtedness permitted to be outstanding under the Mezzanine Credit Agreement beyond $120,000,000 (exclusive of PIK interest accrued and capitalized thereon);

(b) shorten or accelerate the stated final maturity date of the Mezzanine Indebtedness to a date earlier than September 29, 2029;

(c) increase the interest rate (whether the cash pay component, the PIK component, or the aggregate thereof) applicable to the Mezzanine Indebtedness above 1,100 basis points per annum in the aggregate (exclusive of any default rate of interest);

(d) modify, amend, or otherwise alter any provision relating to the subordination of the Mezzanine Liens to the Senior Liens, or the relative priority of the Mezzanine Liens and the Senior Liens, in a manner that is adverse to the interests of the Lenders;

(e) modify, amend, or otherwise alter any provision of the Intercreditor Agreement in a manner that is adverse to the interests of the Lenders, the Administrative Agent, or the Collateral Agent, in each case without the prior written consent of the Required Lenders;

(f) grant liens on additional collateral not constituting Collateral (as defined in the Credit Agreement) as of the Third Amendment Effective Date, other than (I) the equity interests of the Borrower pledged under the Parent Equity Pledge Agreement and (II) assets acquired after the Third Amendment Effective Date that are automatically subject to the Mezzanine Liens pursuant to after-acquired property clauses consistent with those contained in the Mezzanine Pledge and Security Agreement as in effect on the Third Amendment Effective Date; or

(g) amend, modify, or supplement any financial covenant set forth in the Mezzanine Credit Agreement to make such financial covenant more restrictive than such financial covenant as set forth in the Mezzanine Credit Agreement as of the Third Amendment Effective Date, to the extent that such modification would result in such financial covenant being more restrictive than the corresponding financial covenant (if any) contained in this Agreement."

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 its properties and to carry on its business as now conducted and as proposed to be conducted. Each Subsidiary Guarantor is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization (being the State of Texas in the case of Stonefield Intermodal Services, Inc. and the State of Delaware in the case of each of Stonefield Fleet Management, LLC, Stonefield Freight Brokerage, Inc., and Cascade Ridge SLG Holdings, LLC), and has full corporate, limited liability company, or other organizational power and authority to own its properties and to carry on its business as now conducted. Each of the Borrower and the Subsidiary Guarantors is duly qualified, licensed, and in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.

(b) Authorization. The execution, delivery, and performance of this Amendment, the Intercreditor Agreement (to the extent the Borrower is a party thereto or has consented thereto), and each of the Mezzanine Documents to which the Borrower or any Guarantor is a party have been duly authorized by all necessary corporate action (in the case of the Borrower, Stonefield Intermodal Services, Inc., and Stonefield Freight Brokerage, Inc.) or limited liability company action (in the case of Stonefield Fleet Management, LLC and Cascade Ridge SLG Holdings, LLC), and no other corporate, limited liability company, or other organizational proceedings on the part of the Borrower or any Guarantor are necessary to authorize the execution, delivery, and performance of this Amendment or any of the transactions contemplated hereby.

(c) Enforceability. This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).

(d) No Conflicts. The execution, delivery, and performance of this Amendment and the consummation of the transactions contemplated hereby (including the incurrence of the Mezzanine Indebtedness and the granting of the Mezzanine Liens) do not and will not (i) conflict with, or result in any violation of, any provision of the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or other organizational documents of the Borrower or any Guarantor, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, any Material Contract to which the Borrower or any Guarantor is a party or by which any of their respective properties or assets is bound, or (iii) violate any applicable law, statute, rule, regulation, judgment, order, writ, injunction, or decree of any Governmental Authority binding upon the Borrower or any Guarantor.

(e) No Default. No Default or Event of Default under the Credit Agreement exists as of the date hereof or would result from the effectiveness of this Amendment or the incurrence of the Mezzanine Indebtedness and the related transactions contemplated hereby.

(f) Representations True. All representations and warranties contained in Article V of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the Amendment Effective Date, except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (or in all respects, as applicable) as of such earlier date.

(g) Solvency. After giving pro forma effect to the incurrence of the Mezzanine Indebtedness, the application of the proceeds thereof, and the payment of all transaction costs and expenses in connection therewith, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent. For purposes of this representation, "Solvent" means that (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis exceeds their total liabilities (including contingent liabilities), (ii) the present fair saleable value of the assets of the Borrower and its Subsidiaries on a consolidated basis exceeds their total liabilities (including contingent liabilities), (iii) the Borrower and its Subsidiaries on a consolidated basis are able to pay their debts and other liabilities as they mature in the ordinary course of business, and (iv) the Borrower and its Subsidiaries on a consolidated basis do not have unreasonably small capital with which to conduct their business.

(h) Pro Forma Compliance. After giving pro forma effect to the incurrence of the Mezzanine Indebtedness, Total Funded Debt of the Borrower and its Subsidiaries on a consolidated basis equals approximately $407,000,000, comprised of (i) $275,000,000 outstanding under the Term Loan B, (ii) $12,000,000 drawn under the Revolving Credit Facility, and (iii) $120,000,000 of Mezzanine Indebtedness. Based on LTM Adjusted EBITDA of $108,600,000 as of June 30, 2023, the Total Leverage Ratio on a pro forma basis is approximately 3.75 to 1.00, which is in compliance with the maximum Total Leverage Ratio of 4.25 to 1.00 required under Section 7.11(a) of the Credit Agreement and Section 2.01(q)(vi) hereof.

(i) Senior Leverage. The Senior Leverage Ratio of the Borrower and its Subsidiaries on a consolidated basis, calculated as the ratio of Senior Funded Debt ($287,000,000, consisting of $275,000,000 under the Term Loan B and $12,000,000 under the Revolving Credit Facility) to LTM Adjusted EBITDA ($108,600,000), equals approximately 2.64 to 1.00, which is in compliance with all applicable financial covenants under the Credit Agreement.

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 of this Amendment from (i) the Borrower, (ii) the Administrative Agent, and (iii) each of the Required Lenders under the Credit Agreement. The parties acknowledge that the Required Lenders consist of Whitmore National Bank, N.A. (commitment: $90,000,000), Greystone Commercial Lending Corp. (commitment: $75,000,000), Heritage Pacific Bank (commitment: $60,000,000), and Clearfield Capital Finance, LLC (commitment: $50,000,000), which together hold 100% of the outstanding commitments and loans under the Credit Agreement.

(b) Intercreditor Agreement. The Intercreditor Agreement shall have been duly executed and delivered by the Administrative Agent, in its capacity as Senior Agent, and Ridgeline Mezzanine Capital Fund III, LP, in its capacity as Mezzanine Lender, and shall have been acknowledged and consented to by the Borrower. The Administrative Agent shall have received a fully executed copy thereof.

(c) Mezzanine Documents. Each of the Mezzanine Credit Agreement, the Mezzanine Guaranty Agreement, the Mezzanine Pledge and Security Agreement, and the Parent Equity Pledge Agreement shall have been duly executed and delivered by the respective parties thereto, each substantially in the form previously reviewed and approved by the Administrative Agent. The Administrative Agent shall have received a fully executed copy of each such document.

(d) Officer's Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, dated as of the Amendment Effective Date, (i) certifying as to the accuracy of each of the representations and warranties set forth in Article III of this Amendment as of such date, and (ii) certifying that no Default or Event of Default exists under the Credit Agreement as of such date, either before or after giving effect to this Amendment and the transactions contemplated hereby.

(e) Board Resolutions. The Administrative Agent shall have received copies of the resolutions of the Board of Directors (or equivalent governing body) of the Borrower and each Guarantor authorizing the execution, delivery, and performance of this Amendment, the Intercreditor Agreement, and the transactions contemplated hereby, in each case duly certified by the Secretary or an Assistant Secretary of the Borrower or such Guarantor, as applicable.

(f) Legal Opinion — Borrower's Counsel. The Administrative Agent shall have received a favorable legal opinion of Calderwood & Harkness LLP, special counsel to the Borrower, dated as of the Amendment Effective Date and addressed to the Administrative Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent, addressing, among other matters, the due organization of the Borrower, the due authorization, execution, delivery, and enforceability of this Amendment and the Mezzanine Documents to which the Borrower is a party, and the absence of conflicts with organizational documents, applicable law, and material agreements.

(g) Legal Opinion — Agent's Counsel. The Administrative Agent shall have received a favorable legal opinion of Renshaw Pratt LLP, counsel to the Administrative Agent, dated as of the Amendment Effective Date and addressed to the Administrative Agent, covering such matters as the Administrative Agent may reasonably request, at the sole cost and expense of the Borrower.

(h) Amendment Fee. The Borrower shall have paid to the Administrative Agent the Amendment Fee in the amount of $137,500 (calculated as 0.05% of the $275,000,000 aggregate outstanding principal amount of the Term Loan B) for the pro rata account of each consenting Lender, in immediately available funds.

(i) Agent's Counsel Expenses. The Borrower shall have paid or reimbursed all reasonable and documented fees, costs, and out-of-pocket expenses of Renshaw Pratt LLP, as counsel to the Administrative Agent, incurred in connection with the preparation, negotiation, execution, and delivery of this Amendment, the Intercreditor Agreement, and the related documents.

(j) Pro Forma Financial Projections. The Administrative Agent shall have received pro forma financial projections of the Borrower and its Subsidiaries on a consolidated basis, prepared in good faith by management of the Borrower, demonstrating compliance on a pro forma basis with all financial covenants under the Credit Agreement for each fiscal quarter through and including the fiscal quarter ending December 31, 2025, after giving effect to the incurrence of the Mezzanine Indebtedness and the application of the proceeds thereof.

(k) No Material Adverse Effect. No event, change, condition, development, or occurrence shall have occurred since December 31, 2022 that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement).

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 to the extent expressly set forth herein. This Amendment does not constitute a novation of the Credit Agreement, and the Credit Agreement as amended hereby shall continue to evidence the indebtedness, obligations, and liabilities of the Borrower and the Guarantors under the Loan Documents. All references to the Credit Agreement in any Loan Document shall, from and after the Amendment Effective Date, be deemed to refer to the Credit Agreement as amended by this Amendment.

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 additional obligations arising under the Credit Agreement as amended by this Amendment. Each of the Borrower and the Guarantors further confirms that such security interests and liens are and shall remain first-priority liens on the Collateral (as defined in the Credit Agreement), senior in all respects to the Mezzanine Liens as set forth in the Intercreditor Agreement. Neither the execution and delivery of this Amendment nor the incurrence of the Mezzanine Indebtedness or the granting of the Mezzanine Liens shall impair, diminish, or otherwise adversely affect the perfection, priority, or enforceability of any Senior Lien.

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 amended, restated, supplemented, or otherwise modified from time to time, the "Guaranty Agreement"), and confirms that its obligations under the Guaranty Agreement remain in full force and effect, are not released, discharged, diminished, or otherwise affected by this Amendment, and shall continue to be enforceable in accordance with their terms after giving effect to this Amendment and the incurrence of the Mezzanine Indebtedness. Each such Guarantor further acknowledges that its guarantee of the Senior Obligations is and shall remain unconditional and irrevocable.

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 terms of the Intercreditor Agreement. Each such Lender acknowledges that it has reviewed the material terms of the Intercreditor Agreement (including the standstill period, payment blockage mechanics, purchase option, and lien subordination provisions described in Section 2.07 hereof) and has determined that the terms thereof are acceptable.

ARTICLE VI — MISCELLANEOUS

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 than the State of New York.

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 executed original counterpart of this Amendment.

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 interpreted so as to best accomplish the objectives and intent of the original provision within the limits of applicable law.

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 subject matter hereof.

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 participations.

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, supplemented, or otherwise modified from time to time).

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 disbursements of Renshaw Pratt LLP, as counsel to the Administrative Agent, promptly following receipt of reasonably detailed invoices therefor.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the date first above written.

BORROWER:

STONEFIELD LOGISTICS GROUP INC.

By: ________

Name: Marcus W. Ellison

Title: Chief Executive Officer

Address: 4800 Commerce Parkway, Suite 1200

Fort Worth, Texas 76107

Attention: General Counsel

Email: mellison@stonefieldlogistics.com

ADMINISTRATIVE AGENT AND COLLATERAL AGENT:

WHITMORE NATIONAL BANK, N.A., as Administrative Agent and Collateral Agent

By: ________

Name: Gregory S. Feinberg

Title: Managing Director

Address: 350 Park Avenue

New York, New York 10022

Attention: Agency Management Group

Email: gfeinberg@whitmorebank.com

LENDERS:

WHITMORE NATIONAL BANK, N.A., as a Lender

Commitment: $90,000,000

By: ________

Name: Gregory S. Feinberg

Title: Managing Director

Address: 350 Park Avenue

New York, New York 10022

Attention: Loan Syndications Group

Email: gfeinberg@whitmorebank.com

GREYSTONE COMMERCIAL LENDING CORP., as a Lender

Commitment: $75,000,000

By: ________

Name: Jennifer A. Whitfield

Title: Senior Vice President

Address: 100 Federal Street, Suite 2400

Boston, Massachusetts 02110

Attention: Portfolio Management

Email: jwhitfield@greystonecommercial.com

HERITAGE PACIFIC BANK, as a Lender

Commitment: $60,000,000

By: ________

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT
dated as of September 14, 2023
among
STONEFIELD LOGISTICS GROUP INC. as Borrower,
WHITMORE NATIONAL BANK, N.A. as Administrative Agent and Collateral Agent,
and
THE LENDERS PARTY HERETO
Reference to Existing Agreement: Amended and Restated Credit Agreement, dated as of April 7, 2022 (originally dated November 15, 2019), among Stonefield Logistics Group Inc., Whitmore National Bank, N.A. as Administrative Agent and Collateral Agent, and the lenders party thereto (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement")
This AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment"), dated as of September 14, 2023, is entered into by and among STONEFIELD LOGISTICS GROUP INC., a Delaware corporation (the "Borrower"), WHITMORE NATIONAL BANK, N.A., a national banking association, in its capacity as Administrative Agent and Collateral Agent (in such capacities, the "Administrative Agent," the "Collateral Agent," or the "Agent"), and the Lenders (as defined below) party hereto.
RECITALS
A. The Borrower, the Administrative Agent, and the lenders from time to time party thereto (the "Lenders") are parties to that certain Amended and Restated Credit Agreement, dated as of April 7, 2022 (as originally entered into on November 15, 2019, and as amended and restated as of April 7, 2022, and as further amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Credit Agreement"), pursuant to which the Lenders have made available to the Borrower a $275,000,000 Senior Secured Term Loan B facility (the "Term Loan B") and a $50,000,000 Senior Secured Revolving Credit Facility (the "Revolving Credit Facility" and, together with the Term Loan B, the "Senior Credit Facilities"). Capitalized terms used in these Recitals and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
B. The Borrower has requested that the Lenders and the Administrative Agent consent to certain amendments to the Credit Agreement to permit the Borrower to incur mezzanine indebtedness in an aggregate principal amount of $120,000,000 (the "Mezzanine Indebtedness") pursuant to a Mezzanine Credit Agreement to be entered into between the Borrower and Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership (the "Mezzanine Lender"). The proceeds of the Mezzanine Indebtedness will be used by the Borrower to fund a capital expenditure program, including fleet expansion, terminal facility buildout across the Borrower's logistics network, and technology upgrades to the Borrower's transportation management and freight brokerage platforms.
C. In connection with the Mezzanine Indebtedness, the Borrower has further requested that the Lenders and the Administrative Agent consent to the grant of second-priority liens on the Collateral (as defined in the Credit Agreement) to secure the Mezzanine Indebtedness, which second-priority liens shall be subordinate and junior in all respects to the first-priority liens securing the Senior Obligations (as defined herein).
D. In connection with the foregoing, the Administrative Agent and the Mezzanine Lender intend to enter into an Intercreditor Agreement, dated as of September 14, 2023 (the "Intercreditor Agreement"), to govern the relative priorities, rights, and remedies of the Administrative Agent (on behalf of the Lenders) as "Senior Agent" and the Mezzanine Lender with respect to the shared Collateral. The Borrower will acknowledge and consent to the terms of the Intercreditor Agreement.
E. The undersigned Lenders constitute the "Required Lenders" under Section 11.01 of the Credit Agreement and have agreed to the amendments to the Credit Agreement set forth herein, subject to the satisfaction of the terms and conditions of this Amendment.
F. In consideration of the agreements of the Administrative Agent and the Lenders set forth herein, the Borrower has agreed to pay to the Administrative Agent an amendment fee of $137,500 (calculated as 0.05% of the $275,000,000 aggregate outstanding principal amount of the Term Loan B) for the pro rata account of the consenting Lenders, which fee shall be due and payable on the Amendment Effective Date (as defined below).
NOW, THEREFORE, in consideration of the premises and the mutual agreements, covenants, and provisions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
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 shall have been satisfied or waived in accordance with the terms hereof.
"Credit Agreement" has the meaning assigned to such term in the Recitals hereto.
"Intercreditor Agreement" means that certain Intercreditor Agreement, dated as of September 14, 2023, among Whitmore National Bank, N.A., in its capacity as Senior Agent (as defined therein), Ridgeline Mezzanine Capital Fund III, LP, in its capacity as Mezzanine Lender (as defined therein), and acknowledged and consented to by Stonefield Logistics Group Inc. and the Guarantors, as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof and hereof.
"Mezzanine Credit Agreement" means that certain Mezzanine Credit Agreement, dated as of September 14, 2023, among Stonefield Logistics Group Inc., as Borrower, Ridgeline Mezzanine Capital Fund III, LP, as Mezzanine Lender, and the guarantors party thereto from time to time, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof and of the Intercreditor Agreement.
"Mezzanine Documents" means, collectively, the Mezzanine Credit Agreement, the Mezzanine Guaranty Agreement, the Mezzanine Pledge and Security Agreement, the Parent Equity Pledge Agreement, the Warrant Agreement, the Registration Rights Agreement, and all other agreements, instruments, certificates, notices, and documents executed or delivered in connection with any of the foregoing.
"Mezzanine Guaranty Agreement" means that certain Mezzanine Guaranty Agreement, dated as of September 14, 2023, by Cascade Ridge SLG Holdings, LLC, Stonefield Intermodal Services, Inc., Stonefield Fleet Management, LLC, and Stonefield Freight Brokerage, Inc., each as guarantor, in favor of Ridgeline Mezzanine Capital Fund III, LP, as Mezzanine Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof and of the Intercreditor Agreement.
"Mezzanine Indebtedness" means indebtedness of the Borrower in an aggregate principal amount not to exceed $120,000,000 (exclusive of PIK interest accrued and capitalized thereon) incurred pursuant to the Mezzanine Credit Agreement, bearing interest at a rate of 1,100 basis points per annum (comprised of 850 basis points payable in cash quarterly in arrears and 250 basis points payable in kind, compounding quarterly and added to the outstanding principal balance), and having a stated final maturity date of September 29, 2029.
"Mezzanine Lender" means Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership, together with its successors and permitted assigns under the Mezzanine Credit Agreement.
"Mezzanine Liens" means second-priority liens on the Collateral (as defined in the Credit Agreement) granted to the Mezzanine Lender (or its agent) pursuant to the Mezzanine Pledge and Security Agreement to secure the Mezzanine Indebtedness and other obligations under the Mezzanine Documents, which liens shall be subject and subordinate in all respects to the Senior Liens in accordance with the terms and provisions of the Intercreditor Agreement.
"Mezzanine Pledge and Security Agreement" means that certain Mezzanine Pledge and Security Agreement, dated as of September 14, 2023, by and among Stonefield Logistics Group Inc. and the subsidiary guarantors party thereto, as grantors, in favor of Ridgeline Mezzanine Capital Fund III, LP, as secured party, granting second-priority liens on the Collateral (as defined in the Credit Agreement) to secure the obligations under the Mezzanine Documents.
"Parent Equity Pledge Agreement" means that certain Parent Equity Pledge Agreement, dated as of September 14, 2023, by Cascade Ridge SLG Holdings, LLC, as pledgor, in favor of Ridgeline Mezzanine Capital Fund III, LP, as secured party, pursuant to which Cascade Ridge SLG Holdings, LLC has pledged 100% of the issued and outstanding equity interests in Stonefield Logistics Group Inc. to secure the obligations under the Mezzanine Documents. The parties acknowledge that such pledge constitutes a first-priority lien on such equity interests and that such equity interests do not constitute "Collateral" under the Credit Agreement and the pledge thereof does not impair or affect the Senior Liens.
"Senior Liens" means the first-priority liens on the Collateral (as defined in the Credit Agreement) granted to the Collateral Agent for the benefit of the Lenders to secure the Senior Obligations.
"Senior Obligations" means the "Obligations" as defined in the Credit Agreement, including all principal, interest (including post-petition interest), fees, premiums, expenses, indemnification obligations, and other amounts owing by the Borrower or any Guarantor under or in respect of the Credit Agreement, the Security Documents, and the other Loan Documents.
"Warrant Agreement" means that certain Warrant Agreement to be dated on or about September 29, 2023, between Stonefield Logistics Group Inc., as issuer, and Ridgeline Mezzanine Capital Fund III, LP, as warrantholder, providing for the issuance of warrants representing 3.0% of the fully-diluted equity of the Borrower on a post-exercise basis, exercisable at a nominal exercise price of $0.01 per share, subject to the terms and conditions set forth therein.
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 are references to Sections and Articles of this Amendment, and references to "Exhibits" herein are references to Exhibits attached to this Amendment.
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 interest accrued and capitalized thereon in accordance with the terms of the Mezzanine Credit Agreement as in effect on the Third Amendment Effective Date); provided that each of the following conditions is satisfied at the time of, and after giving effect to, the incurrence of such indebtedness:
(i) such indebtedness is incurred pursuant to the Mezzanine Credit Agreement, substantially in the form reviewed by the Administrative Agent prior to the Third Amendment Effective Date;
(ii) the stated final maturity date of such indebtedness is no earlier than September 29, 2029 (which is at least three (3) years after the Term Loan B Maturity Date of November 15, 2026);
(iii) such indebtedness is secured solely by the Mezzanine Liens, which shall at all times be subject and subordinate to the Senior Liens in accordance with the terms and provisions of the Intercreditor Agreement, and by the first-priority lien under the Parent Equity Pledge Agreement on the equity interests in the Borrower held by Cascade Ridge SLG Holdings, LLC (which equity interests do not constitute Collateral hereunder);
(iv) the Intercreditor Agreement (as defined in Amendment No. 3 to this Agreement) shall be in full force and effect and no material breach thereof by any party thereto shall exist at the time of such incurrence;
(v) no Default or Event of Default under this Agreement shall exist at the time of such incurrence or would result therefrom; and
(vi) after giving pro forma effect to such incurrence (and the application of the proceeds thereof), the Total Leverage Ratio, calculated using LTM Adjusted EBITDA as of the most recent fiscal quarter for which financial statements have been delivered, shall not exceed 4.25 to 1.00."
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); provided that:
(i) such liens are at all times subject and subordinate to the Senior Liens in accordance with the terms and provisions of the Intercreditor Agreement (as defined in Amendment No. 3 to this Agreement);
(ii) the Intercreditor Agreement is in full force and effect; and
(iii) the Administrative Agent, in its capacity as Collateral Agent, retains sole and exclusive control over the disposition, release, and enforcement of rights with respect to the shared Collateral during any Standstill Period (as defined in the Intercreditor Agreement), and no Mezzanine Lender or agent therefor shall exercise any remedies with respect to such shared Collateral during such Standstill Period except as expressly permitted under the Intercreditor Agreement."
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 Amendment No. 3 to this Agreement) to secure the Mezzanine Indebtedness and other obligations under the Mezzanine Documents. For the avoidance of doubt, such equity interests do not constitute Collateral under this Agreement or the Security Documents and the pledge thereof does not impair, diminish, or adversely affect any Senior Liens."
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 arrears in accordance with the terms of the Mezzanine Credit Agreement as in effect on the Third Amendment Effective Date; provided that no Payment blockage Notice (as defined in the Intercreditor Agreement) shall be then in effect at the time of such payment;
(ii) the accrual and capitalization of PIK interest at a rate of 2.50% per annum, compounding quarterly, and the addition of such PIK interest to the outstanding principal balance of the Mezzanine Indebtedness in accordance with the Mezzanine Credit Agreement shall not constitute a restricted payment under this Section 7.06;
(iii) the Borrower may make a mandatory prepayment of the Mezzanine Indebtedness upon the occurrence of a Change of Control (as defined in this Agreement) at a redemption price equal to 103% of the outstanding principal amount of the Mezzanine Indebtedness plus all accrued and unpaid interest (including capitalized PIK interest), subject in all cases to (A) the terms and conditions of the Intercreditor Agreement and (B) the prior repayment in full of all Senior Obligations (or the concurrent repayment in full of all Senior Obligations from the proceeds of such Change of Control); and
(iv) no voluntary prepayment of the Mezzanine Indebtedness shall be permitted without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders) unless (A) no Default or Event of Default exists or would result therefrom, (B) the Borrower is in compliance with all financial covenants under this Agreement on a pro forma basis, and (C) the Intercreditor Agreement permits such voluntary prepayment."
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 compliance certificate delivered by the Borrower under the Mezzanine Credit Agreement, together with such supporting calculations as the Administrative Agent may reasonably request, demonstrating the Borrower's compliance (or non-compliance, as applicable) with the following financial covenants under the Mezzanine Credit Agreement:
(i) Maximum Total Leverage Ratio: 4.25 to 1.00 through and including the fiscal quarter ending June 30, 2024; stepping down to 4.00 to 1.00 for the fiscal quarter ending September 30, 2024 through and including the fiscal quarter ending June 30, 2025; and stepping down to 3.75 to 1.00 for the fiscal quarter ending September 30, 2025 and each fiscal quarter thereafter;
(ii) Minimum Fixed Charge Coverage Ratio: 1.10 to 1.00 as of the end of each fiscal quarter, calculated on a trailing four-quarter basis;
(iii) Minimum Liquidity: $15,000,000 at all times, calculated as the sum of (A) unrestricted cash and cash equivalents of the Borrower and its Subsidiaries on a consolidated basis plus (B) availability under the Revolving Credit Facility; and
(iv) Maximum Capital Expenditures: $85,000,000 per fiscal year, with unused amounts up to 25% of the permitted amount for such fiscal year permitted to be carried forward to the immediately succeeding fiscal year (but not to any subsequent fiscal year).
Any breach of any financial covenant under the Mezzanine Credit Agreement shall be reported in writing by the Borrower to the Administrative Agent within five (5) Business Days of the occurrence thereof (or, if earlier, within five (5) Business Days of the Borrower's knowledge thereof)."
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 Mezzanine Lender) against the Collateral or any other assets of the Borrower or any Guarantor following the expiration of any applicable Standstill Period under the Intercreditor Agreement; provided, however, that for the avoidance of doubt, the existence of a payment blockage under the Intercreditor Agreement resulting from the delivery of a Payment blockage Notice by the Administrative Agent shall not, in and of itself, constitute a Default or Event of Default under this Agreement."
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 than Cascade Ridge Capital Partners, LLC and its Affiliates, becomes the "beneficial owner" (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the total voting power of all outstanding Voting Stock of the Borrower;
(b) Stonefield Logistics Group Inc. ceases to be a direct wholly-owned Subsidiary of Cascade Ridge SLG Holdings, LLC; or
(c) the Borrower and its Subsidiaries, on a consolidated basis, sell, transfer, convey, or otherwise dispose of all or substantially all of their assets (whether in a single transaction or a series of related transactions) to any Person other than a wholly-owned Subsidiary of the Borrower.
The parties acknowledge that the occurrence of a Change of Control triggers a mandatory prepayment obligation under both the Credit Agreement and the Mezzanine Credit Agreement. In accordance with Section 2.03(h)(iii) hereof and the terms of the Intercreditor Agreement, all Senior Obligations shall be repaid in full prior to, or concurrently with, any payment on the Mezzanine Indebtedness in connection with such Change of Control, and the payment waterfall provisions of the Intercreditor Agreement shall govern the application of proceeds.
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 obligations and rights with respect to:
(i) the subordination of the Mezzanine Liens to the Senior Liens in all respects, including as to the priority of payment and the right to receive distributions and proceeds of Collateral;
(ii) the implementation and enforcement of a 180-day standstill period (the "Standstill Period") during which the Mezzanine Lender may not exercise any remedies against the shared Collateral following the occurrence of a default or event of default under the Mezzanine Credit Agreement, subject to the terms set forth in the Intercreditor Agreement;
(iii) payment blockage mechanics, pursuant to which the Administrative Agent may deliver a Payment blockage Notice to the Mezzanine Lender following the occurrence and during the continuance of a Senior Event of Default, blocking payments of cash interest, principal, and other amounts on the Mezzanine Indebtedness for a period of up to 180 consecutive days, subject to the limitation that no more than one (1) such payment blockage period may be in effect during any 360-day period;
(iv) the Mezzanine Lender's purchase option to acquire all (but not less than all) of the outstanding Senior Obligations at par plus accrued and unpaid interest and fees (including any breakage costs) upon acceleration of the Senior Credit Facilities, subject to the terms and conditions set forth in the Intercreditor Agreement; and
(v) the sole and exclusive control by the Collateral Agent over the shared Collateral during any Standstill Period, including the right to direct the manner, timing, and terms of any sale, disposition, or realization upon such Collateral, without the consent of or consultation with the Mezzanine Lender except as expressly required by the Intercreditor Agreement.
(b) The execution and delivery by the Administrative Agent of the Intercreditor Agreement in accordance with this Section 2.07 shall be deemed to be with the full consent, authorization, and direction of each Lender that is a party to, or bound by, this Amendment, and each such Lender hereby waives any objection to the terms of the Intercreditor Agreement to the extent consistent with the summary of terms set forth above.
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 following:
(i) the execution and delivery of any Mezzanine Document (other than those delivered on the Third Amendment Effective Date, copies of which shall have been previously provided to the Administrative Agent);
(ii) any proposed amendment, modification, waiver, or consent under any Mezzanine Document, which notice shall be provided no less than five (5) Business Days prior to the proposed effectiveness thereof, to the extent practicable (and in any event promptly following execution thereof);
(iii) the occurrence of any default or event of default (howsoever defined) under the Mezzanine Credit Agreement or any other Mezzanine Document, together with a description in reasonable detail of the nature of such default or event of default and the actions the Borrower proposes to take with respect thereto;
(iv) the commencement of any exercise of remedies or enforcement action by the Mezzanine Lender (or any agent or representative acting on behalf of the Mezzanine Lender) against any Collateral, the Borrower, or any Guarantor; and
(v) the delivery or receipt by the Borrower of any Payment blockage Notice under the Intercreditor Agreement, or the expiration or termination of any Standstill Period or payment blockage period under the Intercreditor Agreement."
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 consent to any amendment, modification, supplement, or waiver of any provision of any Mezzanine Document if such amendment, modification, supplement, waiver, or consent would:
(a) increase the aggregate principal amount of Mezzanine Indebtedness permitted to be outstanding under the Mezzanine Credit Agreement beyond $120,000,000 (exclusive of PIK interest accrued and capitalized thereon);
(b) shorten or accelerate the stated final maturity date of the Mezzanine Indebtedness to a date earlier than September 29, 2029;
(c) increase the interest rate (whether the cash pay component, the PIK component, or the aggregate thereof) applicable to the Mezzanine Indebtedness above 1,100 basis points per annum in the aggregate (exclusive of any default rate of interest);
(d) modify, amend, or otherwise alter any provision relating to the subordination of the Mezzanine Liens to the Senior Liens, or the relative priority of the Mezzanine Liens and the Senior Liens, in a manner that is adverse to the interests of the Lenders;
(e) modify, amend, or otherwise alter any provision of the Intercreditor Agreement in a manner that is adverse to the interests of the Lenders, the Administrative Agent, or the Collateral Agent, in each case without the prior written consent of the Required Lenders;
(f) grant liens on additional collateral not constituting Collateral (as defined in the Credit Agreement) as of the Third Amendment Effective Date, other than (I) the equity interests of the Borrower pledged under the Parent Equity Pledge Agreement and (II) assets acquired after the Third Amendment Effective Date that are automatically subject to the Mezzanine Liens pursuant to after-acquired property clauses consistent with those contained in the Mezzanine Pledge and Security Agreement as in effect on the Third Amendment Effective Date; or
(g) amend, modify, or supplement any financial covenant set forth in the Mezzanine Credit Agreement to make such financial covenant more restrictive than such financial covenant as set forth in the Mezzanine Credit Agreement as of the Third Amendment Effective Date, to the extent that such modification would result in such financial covenant being more restrictive than the corresponding financial covenant (if any) contained in this Agreement."
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 its properties and to carry on its business as now conducted and as proposed to be conducted. Each Subsidiary Guarantor is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization (being the State of Texas in the case of Stonefield Intermodal Services, Inc. and the State of Delaware in the case of each of Stonefield Fleet Management, LLC, Stonefield Freight Brokerage, Inc., and Cascade Ridge SLG Holdings, LLC), and has full corporate, limited liability company, or other organizational power and authority to own its properties and to carry on its business as now conducted. Each of the Borrower and the Subsidiary Guarantors is duly qualified, licensed, and in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.
(b) Authorization. The execution, delivery, and performance of this Amendment, the Intercreditor Agreement (to the extent the Borrower is a party thereto or has consented thereto), and each of the Mezzanine Documents to which the Borrower or any Guarantor is a party have been duly authorized by all necessary corporate action (in the case of the Borrower, Stonefield Intermodal Services, Inc., and Stonefield Freight Brokerage, Inc.) or limited liability company action (in the case of Stonefield Fleet Management, LLC and Cascade Ridge SLG Holdings, LLC), and no other corporate, limited liability company, or other organizational proceedings on the part of the Borrower or any Guarantor are necessary to authorize the execution, delivery, and performance of this Amendment or any of the transactions contemplated hereby.
(c) Enforceability. This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).
(d) No Conflicts. The execution, delivery, and performance of this Amendment and the consummation of the transactions contemplated hereby (including the incurrence of the Mezzanine Indebtedness and the granting of the Mezzanine Liens) do not and will not (i) conflict with, or result in any violation of, any provision of the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or other organizational documents of the Borrower or any Guarantor, (ii) conflict with, or result in any violation or breach of, or constitute a default (with or without notice or lapse of time, or both) under, any Material Contract to which the Borrower or any Guarantor is a party or by which any of their respective properties or assets is bound, or (iii) violate any applicable law, statute, rule, regulation, judgment, order, writ, injunction, or decree of any Governmental Authority binding upon the Borrower or any Guarantor.
(e) No Default. No Default or Event of Default under the Credit Agreement exists as of the date hereof or would result from the effectiveness of this Amendment or the incurrence of the Mezzanine Indebtedness and the related transactions contemplated hereby.
(f) Representations True. All representations and warranties contained in Article V of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the Amendment Effective Date, except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (or in all respects, as applicable) as of such earlier date.
(g) Solvency. After giving pro forma effect to the incurrence of the Mezzanine Indebtedness, the application of the proceeds thereof, and the payment of all transaction costs and expenses in connection therewith, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent. For purposes of this representation, "Solvent" means that (i) the fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis exceeds their total liabilities (including contingent liabilities), (ii) the present fair saleable value of the assets of the Borrower and its Subsidiaries on a consolidated basis exceeds their total liabilities (including contingent liabilities), (iii) the Borrower and its Subsidiaries on a consolidated basis are able to pay their debts and other liabilities as they mature in the ordinary course of business, and (iv) the Borrower and its Subsidiaries on a consolidated basis do not have unreasonably small capital with which to conduct their business.
(h) Pro Forma Compliance. After giving pro forma effect to the incurrence of the Mezzanine Indebtedness, Total Funded Debt of the Borrower and its Subsidiaries on a consolidated basis equals approximately $407,000,000, comprised of (i) $275,000,000 outstanding under the Term Loan B, (ii) $12,000,000 drawn under the Revolving Credit Facility, and (iii) $120,000,000 of Mezzanine Indebtedness. Based on LTM Adjusted EBITDA of $108,600,000 as of June 30, 2023, the Total Leverage Ratio on a pro forma basis is approximately 3.75 to 1.00, which is in compliance with the maximum Total Leverage Ratio of 4.25 to 1.00 required under Section 7.11(a) of the Credit Agreement and Section 2.01(q)(vi) hereof.
(i) Senior Leverage. The Senior Leverage Ratio of the Borrower and its Subsidiaries on a consolidated basis, calculated as the ratio of Senior Funded Debt ($287,000,000, consisting of $275,000,000 under the Term Loan B and $12,000,000 under the Revolving Credit Facility) to LTM Adjusted EBITDA ($108,600,000), equals approximately 2.64 to 1.00, which is in compliance with all applicable financial covenants under the Credit Agreement.
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 of this Amendment from (i) the Borrower, (ii) the Administrative Agent, and (iii) each of the Required Lenders under the Credit Agreement. The parties acknowledge that the Required Lenders consist of Whitmore National Bank, N.A. (commitment: $90,000,000), Greystone Commercial Lending Corp. (commitment: $75,000,000), Heritage Pacific Bank (commitment: $60,000,000), and Clearfield Capital Finance, LLC (commitment: $50,000,000), which together hold 100% of the outstanding commitments and loans under the Credit Agreement.
(b) Intercreditor Agreement. The Intercreditor Agreement shall have been duly executed and delivered by the Administrative Agent, in its capacity as Senior Agent, and Ridgeline Mezzanine Capital Fund III, LP, in its capacity as Mezzanine Lender, and shall have been acknowledged and consented to by the Borrower. The Administrative Agent shall have received a fully executed copy thereof.
(c) Mezzanine Documents. Each of the Mezzanine Credit Agreement, the Mezzanine Guaranty Agreement, the Mezzanine Pledge and Security Agreement, and the Parent Equity Pledge Agreement shall have been duly executed and delivered by the respective parties thereto, each substantially in the form previously reviewed and approved by the Administrative Agent. The Administrative Agent shall have received a fully executed copy of each such document.
(d) Officer's Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, dated as of the Amendment Effective Date, (i) certifying as to the accuracy of each of the representations and warranties set forth in Article III of this Amendment as of such date, and (ii) certifying that no Default or Event of Default exists under the Credit Agreement as of such date, either before or after giving effect to this Amendment and the transactions contemplated hereby.
(e) Board Resolutions. The Administrative Agent shall have received copies of the resolutions of the Board of Directors (or equivalent governing body) of the Borrower and each Guarantor authorizing the execution, delivery, and performance of this Amendment, the Intercreditor Agreement, and the transactions contemplated hereby, in each case duly certified by the Secretary or an Assistant Secretary of the Borrower or such Guarantor, as applicable.
(f) Legal Opinion — Borrower's Counsel. The Administrative Agent shall have received a favorable legal opinion of Calderwood & Harkness LLP, special counsel to the Borrower, dated as of the Amendment Effective Date and addressed to the Administrative Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent, addressing, among other matters, the due organization of the Borrower, the due authorization, execution, delivery, and enforceability of this Amendment and the Mezzanine Documents to which the Borrower is a party, and the absence of conflicts with organizational documents, applicable law, and material agreements.
(g) Legal Opinion — Agent's Counsel. The Administrative Agent shall have received a favorable legal opinion of Renshaw Pratt LLP, counsel to the Administrative Agent, dated as of the Amendment Effective Date and addressed to the Administrative Agent, covering such matters as the Administrative Agent may reasonably request, at the sole cost and expense of the Borrower.
(h) Amendment Fee. The Borrower shall have paid to the Administrative Agent the Amendment Fee in the amount of $137,500 (calculated as 0.05% of the $275,000,000 aggregate outstanding principal amount of the Term Loan B) for the pro rata account of each consenting Lender, in immediately available funds.
(i) Agent's Counsel Expenses. The Borrower shall have paid or reimbursed all reasonable and documented fees, costs, and out-of-pocket expenses of Renshaw Pratt LLP, as counsel to the Administrative Agent, incurred in connection with the preparation, negotiation, execution, and delivery of this Amendment, the Intercreditor Agreement, and the related documents.
(j) Pro Forma Financial Projections. The Administrative Agent shall have received pro forma financial projections of the Borrower and its Subsidiaries on a consolidated basis, prepared in good faith by management of the Borrower, demonstrating compliance on a pro forma basis with all financial covenants under the Credit Agreement for each fiscal quarter through and including the fiscal quarter ending December 31, 2025, after giving effect to the incurrence of the Mezzanine Indebtedness and the application of the proceeds thereof.
(k) No Material Adverse Effect. No event, change, condition, development, or occurrence shall have occurred since December 31, 2022 that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement).
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 to the extent expressly set forth herein. This Amendment does not constitute a novation of the Credit Agreement, and the Credit Agreement as amended hereby shall continue to evidence the indebtedness, obligations, and liabilities of the Borrower and the Guarantors under the Loan Documents. All references to the Credit Agreement in any Loan Document shall, from and after the Amendment Effective Date, be deemed to refer to the Credit Agreement as amended by this Amendment.
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 additional obligations arising under the Credit Agreement as amended by this Amendment. Each of the Borrower and the Guarantors further confirms that such security interests and liens are and shall remain first-priority liens on the Collateral (as defined in the Credit Agreement), senior in all respects to the Mezzanine Liens as set forth in the Intercreditor Agreement. Neither the execution and delivery of this Amendment nor the incurrence of the Mezzanine Indebtedness or the granting of the Mezzanine Liens shall impair, diminish, or otherwise adversely affect the perfection, priority, or enforceability of any Senior Lien.
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 amended, restated, supplemented, or otherwise modified from time to time, the "Guaranty Agreement"), and confirms that its obligations under the Guaranty Agreement remain in full force and effect, are not released, discharged, diminished, or otherwise affected by this Amendment, and shall continue to be enforceable in accordance with their terms after giving effect to this Amendment and the incurrence of the Mezzanine Indebtedness. Each such Guarantor further acknowledges that its guarantee of the Senior Obligations is and shall remain unconditional and irrevocable.
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 terms of the Intercreditor Agreement. Each such Lender acknowledges that it has reviewed the material terms of the Intercreditor Agreement (including the standstill period, payment blockage mechanics, purchase option, and lien subordination provisions described in Section 2.07 hereof) and has determined that the terms thereof are acceptable.
ARTICLE VI — MISCELLANEOUS
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 than the State of New York.
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 executed original counterpart of this Amendment.
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 interpreted so as to best accomplish the objectives and intent of the original provision within the limits of applicable law.
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 subject matter hereof.
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 participations.
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, supplemented, or otherwise modified from time to time).
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 disbursements of Renshaw Pratt LLP, as counsel to the Administrative Agent, promptly following receipt of reasonably detailed invoices therefor.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the date first above written.
BORROWER:
STONEFIELD LOGISTICS GROUP INC.
By: ________
Name: Marcus W. Ellison
Title: Chief Executive Officer
Address: 4800 Commerce Parkway, Suite 1200
Fort Worth, Texas 76107
Attention: General Counsel
Email: mellison@stonefieldlogistics.com
ADMINISTRATIVE AGENT AND COLLATERAL AGENT:
WHITMORE NATIONAL BANK, N.A., as Administrative Agent and Collateral Agent
By: ________
Name: Gregory S. Feinberg
Title: Managing Director
Address: 350 Park Avenue
New York, New York 10022
Attention: Agency Management Group
Email: gfeinberg@whitmorebank.com
LENDERS:
WHITMORE NATIONAL BANK, N.A., as a Lender
Commitment: $90,000,000
By: ________
Name: Gregory S. Feinberg
Title: Managing Director
Address: 350 Park Avenue
New York, New York 10022
Attention: Loan Syndications Group
Email: gfeinberg@whitmorebank.com
GREYSTONE COMMERCIAL LENDING CORP., as a Lender
Commitment: $75,000,000
By: ________
Name: Jennifer A. Whitfield
Title: Senior Vice President
Address: 100 Federal Street, Suite 2400
Boston, Massachusetts 02110
Attention: Portfolio Management
Email: jwhitfield@greystonecommercial.com
HERITAGE PACIFIC BANK, as a Lender
Commitment: $60,000,000
By: ________
Name: David T. Nakamura
Title: Executive Vice President
Address: 555 California Street, 18th Floor
San Francisco, California 94104
Attention: Syndicated Lending Division
Email: dnakamura@heritagepacific.com
CLEARFIELD CAPITAL FINANCE, LLC, as a Lender
Commitment: $50,000,000
By: ________
Name: Sarah E. Quelston
Title: Managing Director
Address: 227 West Monroe Street, Suite 3100
Chicago, Illinois 60606
Attention: Credit Administration
Email: smorrison@clearfieldcapital.com
GUARANTOR ACKNOWLEDGMENT AND CONSENT
Each of the undersigned Guarantors hereby (i) acknowledges receipt of a copy of this Amendment, (ii) consents to the terms and conditions hereof, (iii) reaffirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, (iv) confirms that the Guaranty Agreement and each other Loan Document to which it is a party remain in full force and effect after giving effect to this Amendment, and (v) agrees that its consent hereunder and its execution of this Amendment shall not establish any course of dealing or constitute a waiver of any right to consent to future amendments or modifications to the Credit Agreement or the Loan Documents.
CASCADE RIDGE SLG HOLDINGS, LLC, as a Guarantor
By: ________
Name: Robert M. Kessler
Title: Vice President
Address: 200 Clarendon Boulevard, 38th Floor
Boston, Massachusetts 02116
Attention: General Counsel
Email: rkessler@cascaderidgecapital.com
STONEFIELD INTERMODAL SERVICES, INC., as a Guarantor
By: ________
Name: Marcus W. Ellison
Title: President
Address: 4800 Commerce Parkway, Suite 1200
Fort Worth, Texas 76107
Attention: General Counsel
Email: mellison@stonefieldlogistics.com
STONEFIELD FLEET MANAGEMENT, LLC, as a Guarantor
By: ________
Name: Marcus W. Ellison
Title: Manager
Address: 4800 Commerce Parkway, Suite 1200
Fort Worth, Texas 76107
Attention: General Counsel
Email: mellison@stonefieldlogistics.com
STONEFIELD FREIGHT BROKERAGE, INC., as a Guarantor
By: ________
Name: Marcus W. Ellison
Title: President
Address: 4800 Commerce Parkway, Suite 1200
Fort Worth, Texas 76107
Attention: General Counsel
Email: mellison@stonefieldlogistics.com
EXHIBIT A
FORM OF INTERCREDITOR AGREEMENT (Reference Copy)
Note: The Intercreditor Agreement, dated as of September 14, 2023, among Whitmore National Bank, N.A., as Senior Agent, and Ridgeline Mezzanine Capital Fund III, LP, as Mezzanine Lender, and acknowledged by Stonefield Logistics Group Inc. and the Guarantors, is attached hereto for reference purposes only. The executed version of the Intercreditor Agreement is to be delivered concurrently with the satisfaction of the conditions precedent set forth in Section 4.01 of this Amendment. In the event of any conflict between the terms of this reference copy and the terms of the executed Intercreditor Agreement, the executed Intercreditor Agreement shall control.
[Form of Intercreditor Agreement follows this page]
EXHIBIT B
PRO FORMA CAPITAL STRUCTURE (As of the Amendment Effective Date, After Giving Effect to the Mezzanine Indebtedness)
The following table sets forth the pro forma capital structure of the Borrower and its Subsidiaries on a consolidated basis, after giving effect to the incurrence of the Mezzanine Indebtedness and the application of the proceeds thereof:
Key Credit Metrics (Pro Forma):
Note: All figures are approximate and based on financial information available as of June 30, 2023. LTM Adjusted EBITDA is calculated for the trailing twelve-month period ended June 30, 2023, as adjusted in accordance with the definition of "Adjusted EBITDA" in the Credit Agreement. Total Funded Debt is calculated as of the Amendment Effective Date after giving pro forma effect to the incurrence of the Mezzanine Indebtedness. PIK interest is excluded from Total Funded Debt at inception but will accrue and capitalize quarterly in accordance with the Mezzanine Credit Agreement. The Senior Leverage Ratio is presented for informational purposes and is calculated using Senior Funded Debt only (excluding Mezzanine Indebtedness).
[End of Amendment No. 3 to Amended and Restated Credit Agreement]
Facility | Committed Amount | Outstanding Amount | Interest Rate | Maturity Date | Lien Priority
Senior Secured Term Loan B | $275,000,000 | $275,000,000 | SOFR + 375 bps | November 15, 2026 | First Lien
Senior Secured Revolving Credit Facility | $50,000,000 | $12,000,000 | SOFR + 350 bps | November 15, 2025 | First Lien (pari passu with Term Loan B)
Mezzanine Term Loan | $120,000,000 | $120,000,000 | 1,100 bps (850 cash / 250 PIK) | September 29, 2029 | Second Lien / Subordinated
Total Funded Debt | $407,000,000
Metric | Amount / Ratio
LTM Adjusted EBITDA (as of June 30, 2023) | $108,600,000
Total Funded Debt | $407,000,000
Total Leverage Ratio | 3.75x
Senior Funded Debt (Term Loan B + Revolver Drawn) | $287,000,000
Senior Leverage Ratio | 2.64x
Mezzanine Indebtedness | $120,000,000
Incremental Mezzanine Leverage | 1.10x
Maximum Permitted Total Leverage Ratio (Credit Agreement) | 4.25x
Leverage Cushion | 0.50x
Available Revolver Capacity (Undrawn) | $38,000,000

AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT

THE LENDERS PARTY HERETO

RECITALS

BORROWER:

STONEFIELD LOGISTICS GROUP INC.

ADMINISTRATIVE AGENT AND COLLATERAL AGENT:

LENDERS:

Record

Parties

Dates

Amounts