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MEZZANINE CREDIT AGREEMENT

dated as of September 14, 2023

among

STONEFIELD LOGISTICS GROUP INC., a Delaware corporation, as Borrower,

THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

and

RIDGELINE MEZZANINE CAPITAL FUND III, LP, a Delaware limited partnership, as Mezzanine Lender

________________________________________

$120,000,000 MEZZANINE TERM LOAN

________________________________________

Governed by the Laws of the State of New York

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This MEZZANINE CREDIT AGREEMENT (this "Agreement"), dated as of September 14, 2023, is entered into among:

(1) STONEFIELD LOGISTICS GROUP INC., a corporation organized and existing under the laws of the State of Delaware (the "Borrower");

(2) THE GUARANTORS PARTY HERETO FROM TIME TO TIME (collectively, the "Guarantors" and, together with the Borrower, the "Loan Parties"); and

(3) RIDGELINE MEZZANINE CAPITAL FUND III, LP, a limited partnership organized and existing under the laws of the State of Delaware (the "Mezzanine Lender").

RECITALS

WHEREAS, the Borrower has requested that the Mezzanine Lender make available to the Borrower a mezzanine term loan facility in the aggregate principal amount of One Hundred Twenty Million Dollars ($120,000,000) (the "Loan");

WHEREAS, the proceeds of the Loan will be used by the Borrower for capital expenditures (including fleet expansion, terminal facility buildout, and technology upgrades), general corporate purposes, and to pay Transaction Costs;

WHEREAS, the Borrower is an indirect portfolio company of Cascade Ridge Capital Partners, LLC, a Delaware limited liability company (the "Sponsor"), which acquired the Borrower in November 2019 through Cascade Ridge Capital Fund V, LP and its wholly-owned subsidiary, Cascade Ridge SLG Holdings, LLC;

WHEREAS, the Borrower is party to that certain Amended and Restated Credit Agreement, dated as of April 7, 2022 (originally dated November 15, 2019), among the Borrower, Whitmore National Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, including by Amendment No. 3 dated September 14, 2023, the "Senior Credit Agreement"), which provides for a senior term loan in the aggregate principal amount of $275,000,000 and a revolving credit facility with commitments of $50,000,000;

WHEREAS, the obligations of the Mezzanine Lender under this Agreement and the rights and obligations of the parties hereto in respect of the Collateral are subject to the terms of the Intercreditor Agreement, dated as of September 14, 2023 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), among Whitmore National Bank, N.A., as Senior Agent, the Mezzanine Lender, and acknowledged by the Borrower;

WHEREAS, each of the Guarantors has agreed to unconditionally and irrevocably guarantee all Obligations of the Borrower hereunder; and

WHEREAS, the Mezzanine Lender is willing to extend credit to the Borrower on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements 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 AND INTERPRETATION

Section 1.01 — Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

"Adjusted EBITDA" means, for any period of determination, the net income (or net loss) of the Borrower and its Subsidiaries on a consolidated basis for such period, determined in accordance with GAAP, plus, without duplication and to the extent deducted in determining net income, the sum of (a) interest expense (whether paid, accrued, or capitalized), (b) income tax expense, (c) depreciation expense, (d) amortization expense, (e) non-cash stock-based compensation expense, (f) non-cash charges and non-cash losses (excluding any non-cash charge to the extent it represents an accrual of or reserve for cash charges in any future period or a write-down of any asset), (g) fees, costs, and expenses paid or incurred in connection with the transactions contemplated by this Agreement and the other Loan Documents, (h) restructuring, integration, and business optimization charges and expenses (including severance costs, facility closure costs, and system conversion costs) in an aggregate amount not to exceed the greater of $10,000,000 and 10% of Adjusted EBITDA for such period (calculated before giving effect to this clause (h)), (i) pro forma cost savings, operating expense reductions, and synergies projected by the Borrower in good faith to result from actions that have been taken or initiated (or with respect to which substantial steps have been taken) and that are reasonably identifiable and factually supportable, in each case as if such cost savings, operating expense reductions, and synergies had been realized on the first day of such period, in an aggregate amount not to exceed 15% of Adjusted EBITDA for such period (calculated before giving effect to this clause (i)), and (j) management fees paid to Cascade Ridge Capital Partners, LLC and its Affiliates to the extent permitted under Section 6.03; minus, without duplication and to the extent included in determining net income, (x) non-cash gains and (y) extraordinary or non-recurring gains. For the avoidance of doubt, the Borrower's LTM Adjusted EBITDA as of June 30, 2023 was $108,600,000.

"Administrative Agent" means not applicable. Ridgeline Mezzanine Capital Fund III, LP acts as sole Mezzanine Lender under this Agreement without an administrative agent or collateral agent for the mezzanine facility.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the correlative meanings of the terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, Cascade Ridge Capital Partners, LLC, Cascade Ridge Capital Fund V, LP, Cascade Ridge SLG Holdings, LLC, and each of their respective controlled Affiliates shall be deemed to be Affiliates of the Borrower.

"Agreement" means this Mezzanine Credit Agreement, dated as of September 14, 2023, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Applicable Rate" means 1,100 basis points (11.00%) per annum, comprised of the Cash Interest Rate of 850 basis points (8.50%) per annum and the PIK Rate of 250 basis points (2.50%) per annum.

"Archer Blackwell & Moss" means Archer Blackwell & Moss LLP, counsel to the Mezzanine Lender, with offices at 1585 Broadway, 34th Floor, New York, New York 10036.

"Borrower" means Stonefield Logistics Group Inc., a corporation organized under the laws of the State of Delaware, with its principal executive offices located at 4800 Commerce Parkway, Suite 1200, Fort Worth, Texas 76107, EIN 84-3217650.

"Borrowing Date" means September 29, 2023, which is the Closing Date.

"Borrowing Request" means a request by the Borrower for the funding of the Loan, substantially in the form of Exhibit A hereto.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York are authorized or required by law, regulation, or executive order to close.

"Capital Expenditures" means, for any period, the aggregate of all expenditures of the Borrower and its Subsidiaries during such period that, in conformity with GAAP, are required to be capitalized on the consolidated balance sheet of the Borrower and its Subsidiaries, including expenditures for the acquisition or leasing (pursuant to a finance lease) of property, plant, and equipment, but excluding expenditures made in connection with the replacement, substitution, or restoration of assets to the extent financed with (a) insurance proceeds, (b) condemnation awards, or (c) purchase money Indebtedness or capital lease obligations permitted hereunder.

"Cascade Ridge" means Cascade Ridge Capital Partners, LLC, a Delaware limited liability company.

"Cash Equivalents" means (a) direct obligations of, or obligations the principal and interest of which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one (1) year from the date of acquisition thereof; (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating of at least A-1 from Standard & Poor's or at least P-1 from Moody's; (c) investments in certificates of deposit, banker's acceptances, and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with any domestic office of any commercial bank having capital and surplus in excess of $500,000,000; and (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above.

"Cash Interest" means interest payable in cash at the Cash Interest Rate.

"Cash Interest Rate" means 850 basis points (8.50%) per annum.

"Casualty Event" means any event that gives rise to the receipt by the Borrower or any of its Subsidiaries of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets, or real property of the Borrower or any of its Subsidiaries (including any such amount payable under any policy of property, casualty, or liability insurance or by reason of any other claim or judgment from any other Person relating thereto), but excluding any such proceeds or awards received with respect to motor vehicle liability claims settled in the ordinary course of business.

"Change of Control" means the occurrence of any of the following: (a) any Person or "group" (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended) other than Cascade Ridge Capital Partners, LLC and its Affiliates shall have acquired beneficial ownership of more than 50% of the voting Equity Interests of the Borrower; (b) the Borrower shall cease to be a direct wholly-owned Subsidiary of Cascade Ridge SLG Holdings, LLC (other than as a result of a Permitted Transaction); or (c) the sale, transfer, lease, or other disposition of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, to any Person other than Cascade Ridge Capital Partners, LLC and its Affiliates.

"Closing Date" means September 29, 2023.

"Collateral" means all assets and property of the Loan Parties subject to the Liens created by the Security Documents, including all proceeds and products thereof.

"Commitment" means $120,000,000.

"Commitment Fee" means a fee equal to 2.00% of the Commitment amount, which is $2,400,000, payable on the Closing Date.

"Compliance Certificate" means a certificate of a Responsible Officer of the Borrower substantially in the form of Exhibit B hereto.

"Day Count" means Actual/360.

"Default" means any event, act, or condition that, with the giving of notice, the lapse of time, or both, would constitute an Event of Default.

"Default Rate" means the Applicable Rate plus 200 basis points, which equals 1,300 basis points (13.00%) per annum.

"Disposition" means any sale, transfer, lease, license, assignment, conveyance, or other disposition (including by way of merger, consolidation, or sale-leaseback transaction) of any property or asset by the Borrower or any Subsidiary, whether in a single transaction or a series of related transactions.

"Equity Interests" means all shares of capital stock (whether denominated as common stock or preferred stock), partnership interests, membership interests in a limited liability company, beneficial interests in a trust, or other equity ownership interests in a Person, and any warrants, options, or other rights entitling the holder thereof to purchase or acquire any of the foregoing.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations and published interpretations thereunder.

"ERISA Event" means (a) any "reportable event," as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than events as to which the 30-day notice period has been waived); (b) any failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization.

"Event of Default" has the meaning set forth in Section 8.01.

"Excess Cash Flow" means, for any fiscal year, an amount equal to Adjusted EBITDA for such fiscal year minus the sum of (a) Capital Expenditures actually made in cash during such fiscal year (to the extent not financed with the proceeds of Indebtedness other than revolving credit borrowings), (b) cash interest expense paid during such fiscal year (excluding PIK Interest), (c) scheduled principal payments of Indebtedness actually made in cash during such fiscal year (excluding voluntary prepayments and mandatory prepayments), (d) cash taxes paid during such fiscal year, (e) the aggregate amount of any Restricted Payments made in cash during such fiscal year to the extent permitted hereunder, and (f) changes in working capital of the Borrower and its Subsidiaries during such fiscal year determined in accordance with GAAP.

"Financial Advisor" means Zynvaro Thornton Advisory Group, LLC.

"First Interest Payment Date" means December 29, 2023.

"Fixed Charge Coverage Ratio" means, as of the end of any fiscal quarter, the ratio of (a) Adjusted EBITDA for the four consecutive fiscal quarters ending on or most recently ended prior to such date minus unfinanced Capital Expenditures made during such period minus cash taxes paid during such period to (b) the sum of (i) cash interest expense (excluding PIK Interest) for such period, (ii) scheduled principal payments of Indebtedness during such period, and (iii) Restricted Payments actually paid in cash during such period.

"GAAP" means generally accepted accounting principles in the United States of America, as in effect from time to time, subject to the provisions of Section 1.03.

"Governmental Authority" means any federal, state, local, or foreign government, or any political subdivision thereof, or any governmental, quasi-governmental, regulatory, administrative, fiscal, judicial, or self-regulatory authority, agency, department, commission, board, bureau, court, tribunal, or instrumentality, or any arbitrator or arbitral body with applicable jurisdiction.

"Guarantors" means, collectively, Cascade Ridge SLG Holdings, LLC (EIN 84-3195472), Stonefield Intermodal Services, Inc. (EIN 75-6849321), Stonefield Fleet Management, LLC (EIN 75-6912488), and Stonefield Freight Brokerage, Inc. (EIN 84-3306715), and each other Person that becomes a party hereto as a Guarantor after the date hereof pursuant to Section 5.08 or otherwise. The Guarantors are more fully described in Schedule 1.01(a).

"Indebtedness" means, as to any Person at any date, without duplication, (a) all obligations of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, debentures, notes, or similar instruments; (c) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person; (d) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business); (e) all Indebtedness of others secured by a Lien on property owned by such Person, whether or not the Indebtedness secured thereby has been assumed; (f) all guarantees by such Person of Indebtedness of others; (g) all obligations of such Person under finance leases; and (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and bankers' acceptances.

"Intercreditor Agreement" means the Intercreditor Agreement, dated as of September 14, 2023, among Whitmore National Bank, N.A., as Senior Agent, the Mezzanine Lender, and acknowledged by the Borrower, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.

"Interest Payment Date" means the last Business Day of each calendar quarter, commencing on December 29, 2023.

"Investment" means, with respect to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance, or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of related transactions) of assets of another Person that constitute all or substantially all of the assets of such Person or of any division, unit, or business of such Person.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, security interest, preference, priority, or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement or any financing lease having substantially the same economic effect as any of the foregoing.

"Liquidity" means, as of any date of determination, the sum of (a) unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries on a consolidated basis plus (b) unused and available commitments under the Senior Revolving Credit Facility (net of any outstanding letters of credit and net of any amounts that the Borrower would be unable to borrow by reason of failure to satisfy any borrowing condition or any financial covenant under the Senior Credit Agreement).

"Loan" means the mezzanine term loan made by the Mezzanine Lender to the Borrower pursuant to Section 2.01 in the aggregate principal amount of $120,000,000.

"Loan Documents" means, collectively, this Agreement, the Mezzanine Guaranty Agreement, the Mezzanine Pledge and Security Agreement, the Parent Equity Pledge Agreement, the Warrant Agreement, the Registration Rights Agreement, each Borrowing Request, each Compliance Certificate, each promissory note (if any), each intercompany note, and each other document, instrument, or agreement executed and delivered by any Loan Party in connection herewith, as each may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.

"Loan Parties" means, collectively, the Borrower and the Guarantors.

"Material Adverse Effect" means a material adverse effect on (a) the business, assets, financial condition, or results of operations of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of any Loan Party to perform any of its material obligations under any Loan Document, or (c) the rights and remedies of the Mezzanine Lender under or in respect of any Loan Document.

"Maturity Date" means September 29, 2029.

"Mezzanine Credit Agreement" means this Agreement.

"Mezzanine Guaranty Agreement" means the Guaranty Agreement executed and delivered by each Guarantor in favor of the Mezzanine Lender, substantially in the form set forth in Article IX hereof.

"Mezzanine Lender" means Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership, whose general partner is Ridgeline Capital Management, LLC, a Delaware limited liability company, with its principal office at 767 Lexington Avenue, 22nd Floor, New York, New York 10065, and its successors and permitted assigns.

"Mezzanine Pledge and Security Agreement" means the Pledge and Security Agreement, dated as of the Closing Date, made by the Borrower and each Subsidiary Guarantor in favor of the Mezzanine Lender, granting a second-priority security interest in substantially all assets of the Borrower and such Subsidiary Guarantors.

"Net Proceeds" means, with respect to any Disposition or Casualty Event, the gross cash proceeds received by the Borrower or any Subsidiary in respect thereof, net of (a) reasonable out-of-pocket costs and expenses incurred by the Borrower or such Subsidiary in connection therewith (including legal fees, sales commissions, and accountant fees), (b) taxes paid or reasonably estimated to be payable as a result thereof (after taking into account available tax credits and deductions), and (c) amounts required to be applied to repay Senior Indebtedness pursuant to the terms of the Senior Credit Agreement and the Intercreditor Agreement.

"Obligations" means all obligations of every nature of each Loan Party from time to time owed to the Mezzanine Lender under or in connection with this Agreement or any other Loan Document, whether for principal, interest (including PIK Interest), Cash Interest, fees, expenses, indemnification, or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, including all such amounts that accrue after the commencement of any case, proceeding, or other action relating to the bankruptcy, insolvency, or similar proceeding of any Loan Party (whether or not allowed as a claim in such proceeding).

"Parent" means Cascade Ridge SLG Holdings, LLC, a Delaware limited liability company, the direct parent and holder of 78.4% of the Equity Interests of the Borrower (through which Cascade Ridge Capital Fund V, LP holds its indirect interest in the Borrower).

"Parent Equity Pledge Agreement" means the Pledge Agreement, dated as of the Closing Date, made by Cascade Ridge SLG Holdings, LLC in favor of the Mezzanine Lender, pledging 100% of the Equity Interests of the Borrower held by Cascade Ridge SLG Holdings, LLC on a first-priority basis (which pledge is not shared with the Senior Facility and is not subject to the Intercreditor Agreement with respect to priority).

"Payment blockage Notice" has the meaning ascribed thereto in the Intercreditor Agreement, and means a written notice delivered by the Senior Agent to the Mezzanine Lender upon the occurrence and during the continuance of a Senior Event of Default, the effect of which is to block cash interest payments on the Mezzanine Loan for a period of up to 180 consecutive days, subject to the limitations set forth in the Intercreditor Agreement.

"Permitted Dispositions" means Dispositions described in Section 6.05 that are expressly permitted thereunder.

"Permitted Indebtedness" means Indebtedness permitted to be incurred pursuant to Section 6.01, as more fully described on Schedule 6.01.

"Permitted Investments" means Investments permitted pursuant to Section 6.04, as more fully described on Schedule 6.04.

"Permitted Liens" means Liens permitted pursuant to Section 6.02, as more fully described on Schedule 6.02.

"Person" means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority, or other entity of whatever nature.

"PIK Interest" means interest accruing at the PIK Rate and added to the outstanding principal balance of the Loan on each Interest Payment Date in accordance with Section 2.03(c).

"PIK Rate" means 250 basis points (2.50%) per annum, compounding quarterly.

"Plan" means any "employee benefit plan" (as such term is defined in Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or in respect of which the Borrower or any ERISA Affiliate is an "employer" as defined in Section 3(5) of ERISA.

"Pledged Equity" means the Equity Interests pledged under the Security Documents, including (a) 100% of the Equity Interests of each Subsidiary Guarantor pledged by the Borrower under the Mezzanine Pledge and Security Agreement and (b) 100% of the Equity Interests of the Borrower pledged by Cascade Ridge SLG Holdings, LLC under the Parent Equity Pledge Agreement.

"Prepayment Premium" has the meaning specified in Section 2.05(b).

"Registration Rights Agreement" means the Registration Rights Agreement, dated as of the Closing Date, between the Borrower and the Mezzanine Lender, granting demand and piggyback registration rights with respect to the shares issuable upon exercise of the Warrants.

"Responsible Officer" means the chief executive officer, the president, the chief financial officer, the treasurer, the controller, or the general counsel of the Borrower, or, solely for purposes of notices given pursuant to Article V, any other officer or employee of the Borrower designated in a notice to the Mezzanine Lender.

"Restricted Payment" means any dividend, distribution, redemption, repurchase, or retirement of Equity Interests, or any payment on account of any of the foregoing, whether in cash, property, or otherwise.

"Security Documents" means, collectively, the Mezzanine Pledge and Security Agreement, the Parent Equity Pledge Agreement, and each other document, instrument, or agreement now or hereafter executed and delivered by any Loan Party granting a Lien on any property or asset of such Loan Party to secure the Obligations.

"Senior Agent" means Whitmore National Bank, N.A., in its capacity as Administrative Agent and Collateral Agent under the Senior Credit Agreement, and its successors and assigns in such capacity. The Senior Agent's principal office is located at 350 Park Avenue, New York, New York 10022.

"Senior Credit Agreement" means the Amended and Restated Credit Agreement, dated as of April 7, 2022, among Stonefield Logistics Group Inc., Whitmore National Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto (originally dated November 15, 2019), as amended by Amendment No. 1 dated March 22, 2021, Amendment No. 2 dated October 18, 2021, and Amendment No. 3 dated September 14, 2023, and as the same may be further amended, restated, amended and restated, supplemented, refinanced, replaced, or otherwise modified from time to time to the extent permitted by this Agreement and the Intercreditor Agreement.

"Senior Event of Default" means an "Event of Default" as defined in the Senior Credit Agreement.

"Senior Indebtedness" means all Indebtedness incurred by the Borrower and the other Loan Parties under or in respect of the Senior Credit Agreement, including the $275,000,000 Term Loan B (bearing interest at SOFR plus 375 basis points per annum, maturing November 15, 2026) and the $50,000,000 Revolving Credit Facility (bearing interest at SOFR plus 350 basis points per annum, maturing November 15, 2025), together with all interest, fees, expenses, reimbursement obligations, and other amounts owing thereunder or in connection therewith.

"Senior Lenders" means the lenders from time to time party to the Senior Credit Agreement. As of the date hereof, the Senior Lenders and their respective commitments are: Whitmore National Bank, N.A. ($90,000,000 hold, lead arranger and bookrunner), Greystone Commercial Lending Corp. ($75,000,000), Heritage Pacific Bank ($60,000,000), and Clearfield Capital Finance, LLC ($50,000,000).

"Senior Revolving Credit Facility" means the revolving credit facility under the Senior Credit Agreement, with aggregate commitments of $50,000,000, of which $12,000,000 is drawn as of the Closing Date.

"Signing Date" means September 14, 2023.

"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).

"Solvent" means, with respect to any Person and its Subsidiaries on a consolidated basis on a particular date, that on such date (a) the fair value of the assets of such Person and its Subsidiaries on a consolidated basis exceeds the total amount of the liabilities (including contingent liabilities) of such Person and its Subsidiaries on a consolidated basis, (b) the present fair salable value of the assets of such Person and its Subsidiaries on a consolidated basis is greater than the probable total amount of the liabilities (including contingent liabilities) of such Person and its Subsidiaries on a consolidated basis as they become absolute and matured, (c) such Person and its Subsidiaries on a consolidated basis are able to pay their debts and liabilities (including contingent liabilities) as such debts and liabilities become absolute and matured, and (d) such Person and its Subsidiaries on a consolidated basis do not have unreasonably small capital with which to carry on their business as presently conducted and as proposed to be conducted.

"Sponsor" means Cascade Ridge Capital Partners, LLC, a Delaware limited liability company.

"Calderwood & Harkness" means Calderwood & Harkness LLP, counsel to the Borrower, with offices at 601 Lexington Avenue, New York, New York 10022.

"Subsidiary" means, with respect to any Person (the "parent"), any corporation, partnership, limited liability company, association, joint venture, or other business entity of which more than 50% of the total voting power of the Equity Interests entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers, trustees, or other members of the applicable governing body thereof is at the time owned or controlled, directly or indirectly, by such parent or by one or more other Subsidiaries of such parent or a combination thereof. Unless otherwise specified, references herein to "Subsidiary" or "Subsidiaries" refer to a Subsidiary or Subsidiaries of the Borrower.

"Subsidiary Guarantors" means Stonefield Intermodal Services, Inc. (a Texas corporation), Stonefield Fleet Management, LLC (a Texas limited liability company), and Stonefield Freight Brokerage, Inc. (a Delaware corporation), and each other Subsidiary that becomes a Guarantor after the date hereof pursuant to Section 5.08 or otherwise.

"Total Funded Debt" means, as of any date of determination, all funded Indebtedness for borrowed money of the Borrower and its Subsidiaries on a consolidated basis, determined in accordance with GAAP, including (a) all obligations for borrowed money evidenced by notes, bonds, debentures, or similar instruments, (b) all obligations under finance leases, (c) all obligations in respect of the deferred purchase price of property or services (other than trade payables in the ordinary course of business), and (d) all guarantees of the foregoing. As of the Closing Date, Total Funded Debt equals $407,000,000, comprised of $275,000,000 Senior Term Loan B, $12,000,000 drawn under the Senior Revolving Credit Facility, and $120,000,000 Mezzanine Loan.

"Total Leverage Ratio" means, as of the end of any fiscal quarter, the ratio of (a) Total Funded Debt as of such date to (b) Adjusted EBITDA for the four consecutive fiscal quarters ending on or most recently ended prior to such date. As of the Closing Date, the Total Leverage Ratio equals approximately 3.75x ($407,000,000 divided by $108,600,000).

"Transaction Costs" means all fees, costs, expenses, and other amounts incurred by the Borrower and its Affiliates in connection with the transactions contemplated by this Agreement and the other Loan Documents, including the Commitment Fee, advisory fees, legal fees, and the Senior Agent amendment fee. The estimated total Transaction Costs are $4,562,500.

"UCC" means the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction.

"Warrant Agreement" means the Warrant Agreement, dated as of September 29, 2023, between the Borrower and the Mezzanine Lender, pursuant to which the Borrower issues the Warrants to the Mezzanine Lender.

"Warrants" means the warrants to purchase 3.0% of the fully-diluted equity of the Borrower on a post-exercise basis, at an exercise price of $0.01 per share, issued pursuant to the Warrant Agreement.

Section 1.02 — Interpretation

For purposes of this Agreement, unless the context otherwise requires: (a) the words "hereof," "herein," "hereunder," and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision hereof; (b) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined; (c) whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms; (d) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (e) the word "will" shall be construed to have the same meaning and effect as the word "shall"; (f) unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, restated, or otherwise modified (subject to any restrictions on such amendments, supplements, restatements, or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person's successors and permitted assigns, (iii) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights, and (iv) all references herein to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement; (g) the table of contents and headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement; and (h) any reference to any statute or regulation shall be construed as referring to such statute or regulation as amended, modified, codified, reenacted, supplemented, or superseded in whole or in part and in effect from time to time, and also to all rules and regulations promulgated thereunder.

Section 1.03 — Accounting Terms and GAAP

All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP as in effect on the Signing Date. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Mezzanine Lender shall so request, the Borrower and the Mezzanine Lender shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Mezzanine Lender); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) the Borrower shall provide to the Mezzanine Lender financial statements and other documents required under this Agreement or as reasonably requested hereunder prepared in accordance with GAAP both before and after giving effect to such change. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Topic 825 (or any similar accounting standard) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at "fair value," as defined therein.

Section 1.04 — Rounding

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). For the avoidance of doubt, all financial ratios set forth in Article VII shall be calculated to two (2) decimal places.

Section 1.05 — Times of Day

Unless otherwise specified, all references herein to times of day shall be references to New York City time (Eastern Time).

ARTICLE II — THE LOAN

Section 2.01 — Mezzanine Term Loan Commitment

Subject to the terms and conditions set forth herein, the Mezzanine Lender agrees to make a single-draw mezzanine term loan (the "Loan") to the Borrower on the Closing Date in the aggregate principal amount of One Hundred Twenty Million Dollars ($120,000,000). The Loan shall be funded in a single advance on the Closing Date. Amounts repaid or prepaid in respect of the Loan may not be reborrowed. For the avoidance of doubt, the Mezzanine Lender is the sole lender under this Agreement, and the mezzanine term loan facility has not been syndicated and shall not be syndicated without the Borrower's prior written consent (except to the extent the Mezzanine Lender may assign the Loan in accordance with Section 11.05 or sell participations therein in accordance with Section 11.05(d)).

Section 2.02 — Borrowing Procedures

(a) The Borrower shall deliver to the Mezzanine Lender an irrevocable Borrowing Request, substantially in the form of Exhibit A hereto, executed by a Responsible Officer of the Borrower, no later than three (3) Business Days prior to the requested Borrowing Date (i.e., the Closing Date). The Borrowing Request shall specify (i) the date on which the Loan is to be funded (which shall be the Closing Date), (ii) the aggregate principal amount of the Loan to be funded, and (iii) the account to which the proceeds of the Loan are to be disbursed. The Borrowing Request shall be accompanied by a certificate of the Borrower certifying that all conditions precedent to funding set forth in Section 3.02 have been satisfied or will be satisfied on or prior to the Borrowing Date.

(b) The Borrowing Request in respect of the Loan contemplated hereby shall be dated September 26, 2023 and shall request funding on September 29, 2023 (the Closing Date).

(c) Wire instructions for the funding of the Loan shall be as specified in the Borrowing Request and the Closing Funds Flow Memorandum agreed upon by the Borrower and the Mezzanine Lender. On the Closing Date, subject to the satisfaction or waiver of all conditions precedent set forth in Section 3.02, the Mezzanine Lender shall make available to the Borrower the full amount of the Loan in immediately available funds by wire transfer to the account designated in the Borrowing Request.

Section 2.03 — Interest

(a) Applicable Rate. The Loan shall bear interest at the Applicable Rate of 1,100 basis points (11.00%) per annum, which shall be comprised of (i) the Cash Interest Rate of 850 basis points (8.50%) per annum, payable in cash as provided in Section 2.03(b), and (ii) the PIK Rate of 250 basis points (2.50%) per annum, compounding quarterly and added to the outstanding principal balance of the Loan as provided in Section 2.03(c). Interest on the Loan shall be computed on the basis of the actual number of days elapsed over a year of 360 days (Actual/360), in accordance with Section 2.08.

(b) Payment of Cash Interest. Cash Interest on the Loan shall be payable quarterly in arrears on each Interest Payment Date (i.e., on the last Business Day of each calendar quarter), commencing on the First Interest Payment Date (December 29, 2023), and continuing on the last Business Day of March, June, September, and December of each year thereafter through and including the Maturity Date. Cash Interest shall be calculated on the outstanding principal balance of the Loan (including any PIK Interest theretofore added to principal) as of the first day of each quarterly interest period. Each payment of Cash Interest shall be accompanied by a statement from the Borrower setting forth in reasonable detail the calculation of the amount of Cash Interest being paid.

(c) PIK Interest. PIK Interest shall accrue on the outstanding principal balance of the Loan (including any PIK Interest theretofore added to principal) at the PIK Rate of 250 basis points (2.50%) per annum, computed on an Actual/360 basis. On each Interest Payment Date, all PIK Interest accrued during the quarterly period ending on such Interest Payment Date shall be automatically added to and become part of the outstanding principal balance of the Loan. For the avoidance of doubt, PIK Interest that is added to the outstanding principal balance shall thereafter bear interest at the full Applicable Rate (both Cash Interest and PIK Interest components). The compounding of PIK Interest shall be quarterly, with the first PIK Interest capitalization occurring on December 29, 2023.

(d) Default Rate. Upon the occurrence and during the continuance of any Event of Default, the outstanding principal balance of the Loan (including all accrued PIK Interest added to principal) and, to the extent permitted by applicable law, all other Obligations that are overdue, shall bear interest at the Default Rate, which is equal to the Applicable Rate plus 200 basis points, for a total of 1,300 basis points (13.00%) per annum. Interest at the Default Rate shall accrue from the date of the Event of Default until such Event of Default is cured or waived, and shall be payable on demand. Default Rate interest shall apply to both the Cash Interest component and the PIK Interest component proportionally (i.e., the Cash Interest component shall increase to 1,050 basis points per annum and the PIK Interest component shall increase to 250 basis points per annum, or, at the Mezzanine Lender's election, the entire 200 basis point increase shall be applied to the cash pay component).

(e) Payment blockage. Notwithstanding anything to the contrary in this Section 2.03, Cash Interest payments on the Loan are subject to the terms and conditions of the Intercreditor Agreement. Upon delivery of a Payment blockage Notice by the Senior Agent to the Mezzanine Lender in accordance with the terms of the Intercreditor Agreement (which may be delivered upon the occurrence and during the continuance of a Senior Event of Default), Cash Interest payments on the Loan shall be blocked for a period of up to 180 consecutive days from the date of receipt of such Payment blockage Notice by the Mezzanine Lender (the "Payment blockage Period"). No more than one Payment blockage Period may be in effect during any consecutive 360-day period, and no Payment blockage Notice delivered by the Senior Agent may be based on the same set of facts giving rise to a prior Payment blockage Notice unless such prior Payment blockage Period has expired and a new Senior Event of Default has occurred. During any Payment blockage Period, any Cash Interest that would otherwise be payable in cash shall instead accrue and be added to the outstanding principal balance of the Loan as PIK Interest on the Interest Payment Date occurring during or at the end of such Payment blockage Period, and shall thereafter bear interest at the full Applicable Rate. Upon the termination or expiration of any Payment blockage Period (whether by cure or waiver of the underlying Senior Event of Default or by the passage of 180 days), the Borrower shall resume making Cash Interest payments on the next succeeding Interest Payment Date.

Section 2.04 — Repayment of Principal

The entire outstanding principal balance of the Loan (including all accrued and capitalized PIK Interest theretofore added to the outstanding principal balance) shall be due and payable in full on the Maturity Date (September 29, 2029). There shall be no scheduled amortization of the Loan. The Borrower shall, on the Maturity Date, pay to the Mezzanine Lender (a) the entire outstanding principal balance of the Loan (including all PIK Interest added thereto), (b) all accrued and unpaid Cash Interest, and (c) all other Obligations then due and owing under this Agreement and the other Loan Documents.

Section 2.05 — Voluntary Prepayment

(a) Right to Prepay. The Borrower may, at its option, prepay the Loan in whole or in part at any time and from time to time, subject to (i) payment of the Prepayment Premium set forth in Section 2.05(b), (ii) the minimum prepayment amount and notice requirements set forth herein, and (iii) the terms of the Intercreditor Agreement. Each partial prepayment shall be in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof.

(b) Prepayment Premium. Any voluntary prepayment of the Loan (whether in whole or in part) shall be accompanied by payment of a prepayment premium (the "Prepayment Premium") calculated as follows:

(i) If prepaid on or prior to September 29, 2024 (the first anniversary of the Closing Date): a premium equal to 4.00% of the principal amount prepaid (i.e., 104% of par);

(ii) If prepaid after September 29, 2024 but on or prior to September 29, 2025 (the second anniversary of the Closing Date): a premium equal to 3.00% of the principal amount prepaid (i.e., 103% of par);

(iii) If prepaid after September 29, 2025 but on or prior to September 29, 2026 (the third anniversary of the Closing Date): a premium equal to 2.00% of the principal amount prepaid (i.e., 102% of par);

(iv) If prepaid after September 29, 2026 but on or prior to September 29, 2027 (the fourth anniversary of the Closing Date): a premium equal to 1.00% of the principal amount prepaid (i.e., 101% of par);

(v) If prepaid after September 29, 2027: at par (no premium);

plus, in each case, all accrued and unpaid interest (including both Cash Interest and PIK Interest accrued but not yet capitalized) through the date of prepayment. For the avoidance of doubt, the principal amount upon which the Prepayment Premium is calculated shall include all PIK Interest theretofore added to the outstanding principal balance.

(c) Notice. The Borrower shall deliver to the Mezzanine Lender a written notice of each voluntary prepayment no fewer than ten (10) Business Days prior to the date of such prepayment. Each such notice shall be irrevocable and shall specify the date of prepayment, the principal amount to be prepaid, and the amount of the Prepayment Premium and accrued interest to be paid in connection therewith. Upon delivery of a prepayment notice, the Borrower shall be obligated to make the prepayment on the date and in the amounts specified therein.

(d) Application. Voluntary prepayments shall be applied first, to accrued and unpaid Cash Interest, second, to the Prepayment Premium, and third, to the outstanding principal balance of the Loan (including capitalized PIK Interest).

Section 2.06 — Mandatory Prepayment

(a) Change of Control. Upon the occurrence of a Change of Control, the Borrower shall prepay the Loan in full at a price equal to 103% of the outstanding principal amount of the Loan (including all PIK Interest theretofore added to the outstanding principal balance), plus all accrued and unpaid Cash Interest through the date of prepayment, plus all other Obligations then due and owing. Such mandatory prepayment shall be due and payable within five (5) Business Days of the date on which the Change of Control occurs. The Borrower shall provide the Mezzanine Lender with prompt written notice (and in any event not later than the date of the Change of Control) of the occurrence of any Change of Control, together with a reasonably detailed description thereof.

(b) Asset Sales. The Borrower shall apply 100% of the Net Proceeds from any Disposition (other than Permitted Dispositions) to the prepayment of the Loan, to the extent such Net Proceeds are not (i) applied to repay Senior Indebtedness as required by the terms of the Senior Credit Agreement and the Intercreditor Agreement, or (ii) reinvested in assets useful in the business of the Borrower and its Subsidiaries within 365 days of the receipt of such Net Proceeds (or, if the Borrower has committed to reinvest such Net Proceeds within such 365-day period, within 180 days following the expiration of such 365-day period). Any mandatory prepayment required by this Section 2.06(b) shall be subject to the terms of the Intercreditor Agreement, including the priority of the Senior Lenders to receive the benefit of asset sale proceeds from shared Collateral.

(c) Debt Issuance. The Borrower shall apply 100% of the Net Proceeds from the issuance or incurrence of any Indebtedness by the Borrower or any Subsidiary that does not constitute Permitted Indebtedness to the prepayment of the Loan. Such mandatory prepayment shall be due on the date of receipt of such Net Proceeds.

(d) Excess Cash Flow. Within 120 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2024), the Borrower shall prepay the Loan in an amount equal to:

(i) 50% of Excess Cash Flow for such fiscal year; provided that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of such fiscal year (calculated on a pro forma basis after giving effect to such prepayment) is less than 3.50x; minus

(ii) the aggregate amount of all voluntary prepayments of the Loan made during such fiscal year (to the extent not previously credited against a prior Excess Cash Flow prepayment obligation).

Any mandatory prepayment required by this Section 2.06(d) shall be subject to the Intercreditor Agreement, including the priority of the Senior Lenders to receive Excess Cash Flow prepayments from the Borrower under the Senior Credit Agreement before any Excess Cash Flow prepayment is required to be made hereunder.

(e) Casualty and Condemnation Events. The Borrower shall apply 100% of the Net Proceeds from any Casualty Event or condemnation or similar proceeding to the prepayment of the Loan, to the extent such Net Proceeds (i) exceed $5,000,000 individually or $10,000,000 in the aggregate in any fiscal year and (ii) are not reinvested in assets useful in the business of the Borrower and its Subsidiaries within 365 days of the receipt of such Net Proceeds. Any mandatory prepayment required by this Section 2.06(e) shall be subject to the Intercreditor Agreement, including the priority of the Senior Lenders with respect to insurance and condemnation proceeds from shared Collateral.

(f) Application of Mandatory Prepayments. All mandatory prepayments under this Section 2.06 shall be applied in accordance with the Intercreditor Agreement waterfall. To the extent proceeds are available to the Mezzanine Lender (after satisfaction of the Senior Lenders' priority rights), such proceeds shall be applied first to accrued and unpaid Cash Interest, and then to the outstanding principal balance of the Loan at par (without premium), except that mandatory prepayments arising from a Change of Control under Section 2.06(a) shall include the 3% premium as specified therein.

Section 2.07 — Commitment Fee

The Borrower shall pay to the Mezzanine Lender a commitment fee (the "Commitment Fee") in an amount equal to 2.00% of the Commitment amount, which equals Two Million Four Hundred Thousand Dollars ($2,400,000) ($120,000,000 multiplied by 2.00%). The Commitment Fee shall be payable on the Closing Date in immediately available funds, and may be netted from the proceeds of the Loan at the election of the Mezzanine Lender. The Commitment Fee shall be fully earned and non-refundable upon payment and shall not be subject to counterclaim or set-off.

Section 2.08 — Computation of Interest

All interest hereunder (including Cash Interest and PIK Interest) shall be computed on the basis of a year of 360 days for the actual number of days elapsed (including the first day but excluding the last day) in the period for which such interest is payable (Actual/360). Each determination by the Mezzanine Lender of the amount of interest payable hereunder shall be conclusive and binding for all purposes, absent manifest error.

Section 2.09 — Evidence of Indebtedness

The Mezzanine Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the Mezzanine Lender resulting from the Loan, including the amounts of principal, PIK Interest additions to principal, Cash Interest, and payments received by the Mezzanine Lender from time to time in respect of the Obligations. The entries in such account or accounts maintained by the Mezzanine Lender shall constitute prima facie evidence of the existence and amounts of the Obligations recorded therein, absent manifest error; provided that the failure of the Mezzanine Lender to maintain such account or accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with the terms of this Agreement. The Mezzanine Lender may request that the Borrower execute and deliver to the Mezzanine Lender a promissory note evidencing the Loan, and the Borrower shall promptly execute and deliver such promissory note.

Section 2.10 — Payments Generally

(a) All payments of principal, interest, fees, and other amounts to be made by the Borrower under this Agreement shall be made in lawful money of the United States of America, in immediately available funds, without set-off, deduction, or counterclaim, to such account as the Mezzanine Lender shall from time to time designate by written notice to the Borrower.

(b) Any payment received by the Mezzanine Lender after 2:00 p.m. (New York City time) on any Business Day shall be deemed to have been received on the next succeeding Business Day for all purposes of this Agreement, including the calculation of interest.

(c) Whenever any payment under this Agreement shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest payable hereunder.

(d) Unless the Mezzanine Lender shall have received notice from the Borrower prior to the date on which any payment is due that the Borrower will not make such payment, the Mezzanine Lender may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, take or refrain from taking any action as it deems appropriate.

Section 2.11 — Taxes

(a) Payments Free and Clear. All payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of the Borrower) requires the deduction or withholding of any Tax from any such payment by the Borrower, then the Borrower shall be entitled to make such deduction or withholding.

(b) Withholding; Gross-Up. If the Borrower or any other applicable withholding agent is required by applicable law to deduct or withhold any Taxes from any payment under any Loan Document, then (i) the Borrower shall make such deduction or withholding, (ii) the Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law, and (iii) to the extent that the deduction or withholding is made on account of Taxes other than (A) Taxes imposed on or measured by the overall net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, imposed on the Mezzanine Lender as a result of a present or former connection between the Mezzanine Lender and the jurisdiction imposing such Tax (other than connections arising from having executed, delivered, become a party to, or performed its obligations under this Agreement) and (B) U.S. federal withholding Taxes imposed under FATCA, the amount payable by the Borrower shall be increased as necessary so that, after all required deductions and withholdings have been made (including deductions and withholdings applicable to additional sums payable under this Section 2.11), the Mezzanine Lender receives an amount equal to the amount it would have received had no such deduction or withholding been made.

(c) Tax Forms. The Mezzanine Lender shall deliver to the Borrower, at the time or times reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit payments under this Agreement to be made without withholding or at a reduced rate of withholding. Without limiting the generality of the foregoing, the Mezzanine Lender shall deliver to the Borrower (i) if the Mezzanine Lender is a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code, an executed IRS Form W-9, and (ii) if the Mezzanine Lender is not a "United States person," an executed IRS Form W-8BEN-E, IRS Form W-8ECI, or other applicable IRS Form W-8, as appropriate.

ARTICLE III — CONDITIONS PRECEDENT

Section 3.01 — Conditions to Signing

The effectiveness of this Agreement is subject to the satisfaction (or waiver by the Mezzanine Lender in its sole discretion) of the following conditions precedent on or prior to the Signing Date:

(a) Loan Documents. The Mezzanine Lender shall have received counterparts of this Agreement, the Mezzanine Guaranty Agreement, the Mezzanine Pledge and Security Agreement, the Parent Equity Pledge Agreement, and the Intercreditor Agreement, each duly executed and delivered by all parties thereto.

(b) Senior Credit Agreement Amendment. The Mezzanine Lender shall have received a fully executed copy of Amendment No. 3 to the Senior Credit Agreement, dated as of September 14, 2023, in form and substance satisfactory to the Mezzanine Lender, which amendment shall, among other things, permit the incurrence of the Mezzanine Loan and the granting of

MEZZANINE CREDIT AGREEMENT
dated as of September 14, 2023
among
STONEFIELD LOGISTICS GROUP INC., a Delaware corporation, as Borrower,
THE GUARANTORS PARTY HERETO FROM TIME TO TIME,
and
RIDGELINE MEZZANINE CAPITAL FUND III, LP, a Delaware limited partnership, as Mezzanine Lender
________________________________________
$120,000,000 MEZZANINE TERM LOAN
________________________________________
Governed by the Laws of the State of New York
TABLE OF CONTENTS
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This MEZZANINE CREDIT AGREEMENT (this "Agreement"), dated as of September 14, 2023, is entered into among:
(1) STONEFIELD LOGISTICS GROUP INC., a corporation organized and existing under the laws of the State of Delaware (the "Borrower");
(2) THE GUARANTORS PARTY HERETO FROM TIME TO TIME (collectively, the "Guarantors" and, together with the Borrower, the "Loan Parties"); and
(3) RIDGELINE MEZZANINE CAPITAL FUND III, LP, a limited partnership organized and existing under the laws of the State of Delaware (the "Mezzanine Lender").
RECITALS
WHEREAS, the Borrower has requested that the Mezzanine Lender make available to the Borrower a mezzanine term loan facility in the aggregate principal amount of One Hundred Twenty Million Dollars ($120,000,000) (the "Loan");
WHEREAS, the proceeds of the Loan will be used by the Borrower for capital expenditures (including fleet expansion, terminal facility buildout, and technology upgrades), general corporate purposes, and to pay Transaction Costs;
WHEREAS, the Borrower is an indirect portfolio company of Cascade Ridge Capital Partners, LLC, a Delaware limited liability company (the "Sponsor"), which acquired the Borrower in November 2019 through Cascade Ridge Capital Fund V, LP and its wholly-owned subsidiary, Cascade Ridge SLG Holdings, LLC;
WHEREAS, the Borrower is party to that certain Amended and Restated Credit Agreement, dated as of April 7, 2022 (originally dated November 15, 2019), among the Borrower, Whitmore National Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, including by Amendment No. 3 dated September 14, 2023, the "Senior Credit Agreement"), which provides for a senior term loan in the aggregate principal amount of $275,000,000 and a revolving credit facility with commitments of $50,000,000;
WHEREAS, the obligations of the Mezzanine Lender under this Agreement and the rights and obligations of the parties hereto in respect of the Collateral are subject to the terms of the Intercreditor Agreement, dated as of September 14, 2023 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), among Whitmore National Bank, N.A., as Senior Agent, the Mezzanine Lender, and acknowledged by the Borrower;
WHEREAS, each of the Guarantors has agreed to unconditionally and irrevocably guarantee all Obligations of the Borrower hereunder; and
WHEREAS, the Mezzanine Lender is willing to extend credit to the Borrower on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements 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 AND INTERPRETATION
Section 1.01 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Adjusted EBITDA" means, for any period of determination, the net income (or net loss) of the Borrower and its Subsidiaries on a consolidated basis for such period, determined in accordance with GAAP, plus, without duplication and to the extent deducted in determining net income, the sum of (a) interest expense (whether paid, accrued, or capitalized), (b) income tax expense, (c) depreciation expense, (d) amortization expense, (e) non-cash stock-based compensation expense, (f) non-cash charges and non-cash losses (excluding any non-cash charge to the extent it represents an accrual of or reserve for cash charges in any future period or a write-down of any asset), (g) fees, costs, and expenses paid or incurred in connection with the transactions contemplated by this Agreement and the other Loan Documents, (h) restructuring, integration, and business optimization charges and expenses (including severance costs, facility closure costs, and system conversion costs) in an aggregate amount not to exceed the greater of $10,000,000 and 10% of Adjusted EBITDA for such period (calculated before giving effect to this clause (h)), (i) pro forma cost savings, operating expense reductions, and synergies projected by the Borrower in good faith to result from actions that have been taken or initiated (or with respect to which substantial steps have been taken) and that are reasonably identifiable and factually supportable, in each case as if such cost savings, operating expense reductions, and synergies had been realized on the first day of such period, in an aggregate amount not to exceed 15% of Adjusted EBITDA for such period (calculated before giving effect to this clause (i)), and (j) management fees paid to Cascade Ridge Capital Partners, LLC and its Affiliates to the extent permitted under Section 6.03; minus, without duplication and to the extent included in determining net income, (x) non-cash gains and (y) extraordinary or non-recurring gains. For the avoidance of doubt, the Borrower's LTM Adjusted EBITDA as of June 30, 2023 was $108,600,000.
"Administrative Agent" means not applicable. Ridgeline Mezzanine Capital Fund III, LP acts as sole Mezzanine Lender under this Agreement without an administrative agent or collateral agent for the mezzanine facility.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the correlative meanings of the terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, Cascade Ridge Capital Partners, LLC, Cascade Ridge Capital Fund V, LP, Cascade Ridge SLG Holdings, LLC, and each of their respective controlled Affiliates shall be deemed to be Affiliates of the Borrower.
"Agreement" means this Mezzanine Credit Agreement, dated as of September 14, 2023, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Applicable Rate" means 1,100 basis points (11.00%) per annum, comprised of the Cash Interest Rate of 850 basis points (8.50%) per annum and the PIK Rate of 250 basis points (2.50%) per annum.
"Archer Blackwell & Moss" means Archer Blackwell & Moss LLP, counsel to the Mezzanine Lender, with offices at 1585 Broadway, 34th Floor, New York, New York 10036.
"Borrower" means Stonefield Logistics Group Inc., a corporation organized under the laws of the State of Delaware, with its principal executive offices located at 4800 Commerce Parkway, Suite 1200, Fort Worth, Texas 76107, EIN 84-3217650.
"Borrowing Date" means September 29, 2023, which is the Closing Date.
"Borrowing Request" means a request by the Borrower for the funding of the Loan, substantially in the form of Exhibit A hereto.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York are authorized or required by law, regulation, or executive order to close.
"Capital Expenditures" means, for any period, the aggregate of all expenditures of the Borrower and its Subsidiaries during such period that, in conformity with GAAP, are required to be capitalized on the consolidated balance sheet of the Borrower and its Subsidiaries, including expenditures for the acquisition or leasing (pursuant to a finance lease) of property, plant, and equipment, but excluding expenditures made in connection with the replacement, substitution, or restoration of assets to the extent financed with (a) insurance proceeds, (b) condemnation awards, or (c) purchase money Indebtedness or capital lease obligations permitted hereunder.
"Cascade Ridge" means Cascade Ridge Capital Partners, LLC, a Delaware limited liability company.
"Cash Equivalents" means (a) direct obligations of, or obligations the principal and interest of which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one (1) year from the date of acquisition thereof; (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a credit rating of at least A-1 from Standard & Poor's or at least P-1 from Moody's; (c) investments in certificates of deposit, banker's acceptances, and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with any domestic office of any commercial bank having capital and surplus in excess of $500,000,000; and (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above.
"Cash Interest" means interest payable in cash at the Cash Interest Rate.
"Cash Interest Rate" means 850 basis points (8.50%) per annum.
"Casualty Event" means any event that gives rise to the receipt by the Borrower or any of its Subsidiaries of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets, or real property of the Borrower or any of its Subsidiaries (including any such amount payable under any policy of property, casualty, or liability insurance or by reason of any other claim or judgment from any other Person relating thereto), but excluding any such proceeds or awards received with respect to motor vehicle liability claims settled in the ordinary course of business.
"Change of Control" means the occurrence of any of the following: (a) any Person or "group" (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended) other than Cascade Ridge Capital Partners, LLC and its Affiliates shall have acquired beneficial ownership of more than 50% of the voting Equity Interests of the Borrower; (b) the Borrower shall cease to be a direct wholly-owned Subsidiary of Cascade Ridge SLG Holdings, LLC (other than as a result of a Permitted Transaction); or (c) the sale, transfer, lease, or other disposition of all or substantially all of the assets of the Borrower and its Subsidiaries, taken as a whole, to any Person other than Cascade Ridge Capital Partners, LLC and its Affiliates.
"Closing Date" means September 29, 2023.
"Collateral" means all assets and property of the Loan Parties subject to the Liens created by the Security Documents, including all proceeds and products thereof.
"Commitment" means $120,000,000.
"Commitment Fee" means a fee equal to 2.00% of the Commitment amount, which is $2,400,000, payable on the Closing Date.
"Compliance Certificate" means a certificate of a Responsible Officer of the Borrower substantially in the form of Exhibit B hereto.
"Day Count" means Actual/360.
"Default" means any event, act, or condition that, with the giving of notice, the lapse of time, or both, would constitute an Event of Default.
"Default Rate" means the Applicable Rate plus 200 basis points, which equals 1,300 basis points (13.00%) per annum.
"Disposition" means any sale, transfer, lease, license, assignment, conveyance, or other disposition (including by way of merger, consolidation, or sale-leaseback transaction) of any property or asset by the Borrower or any Subsidiary, whether in a single transaction or a series of related transactions.
"Equity Interests" means all shares of capital stock (whether denominated as common stock or preferred stock), partnership interests, membership interests in a limited liability company, beneficial interests in a trust, or other equity ownership interests in a Person, and any warrants, options, or other rights entitling the holder thereof to purchase or acquire any of the foregoing.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations and published interpretations thereunder.
"ERISA Event" means (a) any "reportable event," as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than events as to which the 30-day notice period has been waived); (b) any failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA) applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Internal Revenue Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization.
"Event of Default" has the meaning set forth in Section 8.01.
"Excess Cash Flow" means, for any fiscal year, an amount equal to Adjusted EBITDA for such fiscal year minus the sum of (a) Capital Expenditures actually made in cash during such fiscal year (to the extent not financed with the proceeds of Indebtedness other than revolving credit borrowings), (b) cash interest expense paid during such fiscal year (excluding PIK Interest), (c) scheduled principal payments of Indebtedness actually made in cash during such fiscal year (excluding voluntary prepayments and mandatory prepayments), (d) cash taxes paid during such fiscal year, (e) the aggregate amount of any Restricted Payments made in cash during such fiscal year to the extent permitted hereunder, and (f) changes in working capital of the Borrower and its Subsidiaries during such fiscal year determined in accordance with GAAP.
"Financial Advisor" means Zynvaro Thornton Advisory Group, LLC.
"First Interest Payment Date" means December 29, 2023.
"Fixed Charge Coverage Ratio" means, as of the end of any fiscal quarter, the ratio of (a) Adjusted EBITDA for the four consecutive fiscal quarters ending on or most recently ended prior to such date minus unfinanced Capital Expenditures made during such period minus cash taxes paid during such period to (b) the sum of (i) cash interest expense (excluding PIK Interest) for such period, (ii) scheduled principal payments of Indebtedness during such period, and (iii) Restricted Payments actually paid in cash during such period.
"GAAP" means generally accepted accounting principles in the United States of America, as in effect from time to time, subject to the provisions of Section 1.03.
"Governmental Authority" means any federal, state, local, or foreign government, or any political subdivision thereof, or any governmental, quasi-governmental, regulatory, administrative, fiscal, judicial, or self-regulatory authority, agency, department, commission, board, bureau, court, tribunal, or instrumentality, or any arbitrator or arbitral body with applicable jurisdiction.
"Guarantors" means, collectively, Cascade Ridge SLG Holdings, LLC (EIN 84-3195472), Stonefield Intermodal Services, Inc. (EIN 75-6849321), Stonefield Fleet Management, LLC (EIN 75-6912488), and Stonefield Freight Brokerage, Inc. (EIN 84-3306715), and each other Person that becomes a party hereto as a Guarantor after the date hereof pursuant to Section 5.08 or otherwise. The Guarantors are more fully described in Schedule 1.01(a).
"Indebtedness" means, as to any Person at any date, without duplication, (a) all obligations of such Person for borrowed money; (b) all obligations of such Person evidenced by bonds, debentures, notes, or similar instruments; (c) all obligations of such Person under conditional sale or other title retention agreements relating to property or assets purchased by such Person; (d) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business); (e) all Indebtedness of others secured by a Lien on property owned by such Person, whether or not the Indebtedness secured thereby has been assumed; (f) all guarantees by such Person of Indebtedness of others; (g) all obligations of such Person under finance leases; and (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and bankers' acceptances.
"Intercreditor Agreement" means the Intercreditor Agreement, dated as of September 14, 2023, among Whitmore National Bank, N.A., as Senior Agent, the Mezzanine Lender, and acknowledged by the Borrower, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.
"Interest Payment Date" means the last Business Day of each calendar quarter, commencing on December 29, 2023.
"Investment" means, with respect to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance, or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of related transactions) of assets of another Person that constitute all or substantially all of the assets of such Person or of any division, unit, or business of such Person.
"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, security interest, preference, priority, or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement or any financing lease having substantially the same economic effect as any of the foregoing.
"Liquidity" means, as of any date of determination, the sum of (a) unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries on a consolidated basis plus (b) unused and available commitments under the Senior Revolving Credit Facility (net of any outstanding letters of credit and net of any amounts that the Borrower would be unable to borrow by reason of failure to satisfy any borrowing condition or any financial covenant under the Senior Credit Agreement).
"Loan" means the mezzanine term loan made by the Mezzanine Lender to the Borrower pursuant to Section 2.01 in the aggregate principal amount of $120,000,000.
"Loan Documents" means, collectively, this Agreement, the Mezzanine Guaranty Agreement, the Mezzanine Pledge and Security Agreement, the Parent Equity Pledge Agreement, the Warrant Agreement, the Registration Rights Agreement, each Borrowing Request, each Compliance Certificate, each promissory note (if any), each intercompany note, and each other document, instrument, or agreement executed and delivered by any Loan Party in connection herewith, as each may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.
"Loan Parties" means, collectively, the Borrower and the Guarantors.
"Material Adverse Effect" means a material adverse effect on (a) the business, assets, financial condition, or results of operations of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of any Loan Party to perform any of its material obligations under any Loan Document, or (c) the rights and remedies of the Mezzanine Lender under or in respect of any Loan Document.
"Maturity Date" means September 29, 2029.
"Mezzanine Credit Agreement" means this Agreement.
"Mezzanine Guaranty Agreement" means the Guaranty Agreement executed and delivered by each Guarantor in favor of the Mezzanine Lender, substantially in the form set forth in Article IX hereof.
"Mezzanine Lender" means Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership, whose general partner is Ridgeline Capital Management, LLC, a Delaware limited liability company, with its principal office at 767 Lexington Avenue, 22nd Floor, New York, New York 10065, and its successors and permitted assigns.
"Mezzanine Pledge and Security Agreement" means the Pledge and Security Agreement, dated as of the Closing Date, made by the Borrower and each Subsidiary Guarantor in favor of the Mezzanine Lender, granting a second-priority security interest in substantially all assets of the Borrower and such Subsidiary Guarantors.
"Net Proceeds" means, with respect to any Disposition or Casualty Event, the gross cash proceeds received by the Borrower or any Subsidiary in respect thereof, net of (a) reasonable out-of-pocket costs and expenses incurred by the Borrower or such Subsidiary in connection therewith (including legal fees, sales commissions, and accountant fees), (b) taxes paid or reasonably estimated to be payable as a result thereof (after taking into account available tax credits and deductions), and (c) amounts required to be applied to repay Senior Indebtedness pursuant to the terms of the Senior Credit Agreement and the Intercreditor Agreement.
"Obligations" means all obligations of every nature of each Loan Party from time to time owed to the Mezzanine Lender under or in connection with this Agreement or any other Loan Document, whether for principal, interest (including PIK Interest), Cash Interest, fees, expenses, indemnification, or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, including all such amounts that accrue after the commencement of any case, proceeding, or other action relating to the bankruptcy, insolvency, or similar proceeding of any Loan Party (whether or not allowed as a claim in such proceeding).
"Parent" means Cascade Ridge SLG Holdings, LLC, a Delaware limited liability company, the direct parent and holder of 78.4% of the Equity Interests of the Borrower (through which Cascade Ridge Capital Fund V, LP holds its indirect interest in the Borrower).
"Parent Equity Pledge Agreement" means the Pledge Agreement, dated as of the Closing Date, made by Cascade Ridge SLG Holdings, LLC in favor of the Mezzanine Lender, pledging 100% of the Equity Interests of the Borrower held by Cascade Ridge SLG Holdings, LLC on a first-priority basis (which pledge is not shared with the Senior Facility and is not subject to the Intercreditor Agreement with respect to priority).
"Payment blockage Notice" has the meaning ascribed thereto in the Intercreditor Agreement, and means a written notice delivered by the Senior Agent to the Mezzanine Lender upon the occurrence and during the continuance of a Senior Event of Default, the effect of which is to block cash interest payments on the Mezzanine Loan for a period of up to 180 consecutive days, subject to the limitations set forth in the Intercreditor Agreement.
"Permitted Dispositions" means Dispositions described in Section 6.05 that are expressly permitted thereunder.
"Permitted Indebtedness" means Indebtedness permitted to be incurred pursuant to Section 6.01, as more fully described on Schedule 6.01.
"Permitted Investments" means Investments permitted pursuant to Section 6.04, as more fully described on Schedule 6.04.
"Permitted Liens" means Liens permitted pursuant to Section 6.02, as more fully described on Schedule 6.02.
"Person" means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority, or other entity of whatever nature.
"PIK Interest" means interest accruing at the PIK Rate and added to the outstanding principal balance of the Loan on each Interest Payment Date in accordance with Section 2.03(c).
"PIK Rate" means 250 basis points (2.50%) per annum, compounding quarterly.
"Plan" means any "employee benefit plan" (as such term is defined in Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or in respect of which the Borrower or any ERISA Affiliate is an "employer" as defined in Section 3(5) of ERISA.
"Pledged Equity" means the Equity Interests pledged under the Security Documents, including (a) 100% of the Equity Interests of each Subsidiary Guarantor pledged by the Borrower under the Mezzanine Pledge and Security Agreement and (b) 100% of the Equity Interests of the Borrower pledged by Cascade Ridge SLG Holdings, LLC under the Parent Equity Pledge Agreement.
"Prepayment Premium" has the meaning specified in Section 2.05(b).
"Registration Rights Agreement" means the Registration Rights Agreement, dated as of the Closing Date, between the Borrower and the Mezzanine Lender, granting demand and piggyback registration rights with respect to the shares issuable upon exercise of the Warrants.
"Responsible Officer" means the chief executive officer, the president, the chief financial officer, the treasurer, the controller, or the general counsel of the Borrower, or, solely for purposes of notices given pursuant to Article V, any other officer or employee of the Borrower designated in a notice to the Mezzanine Lender.
"Restricted Payment" means any dividend, distribution, redemption, repurchase, or retirement of Equity Interests, or any payment on account of any of the foregoing, whether in cash, property, or otherwise.
"Security Documents" means, collectively, the Mezzanine Pledge and Security Agreement, the Parent Equity Pledge Agreement, and each other document, instrument, or agreement now or hereafter executed and delivered by any Loan Party granting a Lien on any property or asset of such Loan Party to secure the Obligations.
"Senior Agent" means Whitmore National Bank, N.A., in its capacity as Administrative Agent and Collateral Agent under the Senior Credit Agreement, and its successors and assigns in such capacity. The Senior Agent's principal office is located at 350 Park Avenue, New York, New York 10022.
"Senior Credit Agreement" means the Amended and Restated Credit Agreement, dated as of April 7, 2022, among Stonefield Logistics Group Inc., Whitmore National Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto (originally dated November 15, 2019), as amended by Amendment No. 1 dated March 22, 2021, Amendment No. 2 dated October 18, 2021, and Amendment No. 3 dated September 14, 2023, and as the same may be further amended, restated, amended and restated, supplemented, refinanced, replaced, or otherwise modified from time to time to the extent permitted by this Agreement and the Intercreditor Agreement.
"Senior Event of Default" means an "Event of Default" as defined in the Senior Credit Agreement.
"Senior Indebtedness" means all Indebtedness incurred by the Borrower and the other Loan Parties under or in respect of the Senior Credit Agreement, including the $275,000,000 Term Loan B (bearing interest at SOFR plus 375 basis points per annum, maturing November 15, 2026) and the $50,000,000 Revolving Credit Facility (bearing interest at SOFR plus 350 basis points per annum, maturing November 15, 2025), together with all interest, fees, expenses, reimbursement obligations, and other amounts owing thereunder or in connection therewith.
"Senior Lenders" means the lenders from time to time party to the Senior Credit Agreement. As of the date hereof, the Senior Lenders and their respective commitments are: Whitmore National Bank, N.A. ($90,000,000 hold, lead arranger and bookrunner), Greystone Commercial Lending Corp. ($75,000,000), Heritage Pacific Bank ($60,000,000), and Clearfield Capital Finance, LLC ($50,000,000).
"Senior Revolving Credit Facility" means the revolving credit facility under the Senior Credit Agreement, with aggregate commitments of $50,000,000, of which $12,000,000 is drawn as of the Closing Date.
"Signing Date" means September 14, 2023.
"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).
"Solvent" means, with respect to any Person and its Subsidiaries on a consolidated basis on a particular date, that on such date (a) the fair value of the assets of such Person and its Subsidiaries on a consolidated basis exceeds the total amount of the liabilities (including contingent liabilities) of such Person and its Subsidiaries on a consolidated basis, (b) the present fair salable value of the assets of such Person and its Subsidiaries on a consolidated basis is greater than the probable total amount of the liabilities (including contingent liabilities) of such Person and its Subsidiaries on a consolidated basis as they become absolute and matured, (c) such Person and its Subsidiaries on a consolidated basis are able to pay their debts and liabilities (including contingent liabilities) as such debts and liabilities become absolute and matured, and (d) such Person and its Subsidiaries on a consolidated basis do not have unreasonably small capital with which to carry on their business as presently conducted and as proposed to be conducted.
"Sponsor" means Cascade Ridge Capital Partners, LLC, a Delaware limited liability company.
"Calderwood & Harkness" means Calderwood & Harkness LLP, counsel to the Borrower, with offices at 601 Lexington Avenue, New York, New York 10022.
"Subsidiary" means, with respect to any Person (the "parent"), any corporation, partnership, limited liability company, association, joint venture, or other business entity of which more than 50% of the total voting power of the Equity Interests entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders' agreement that effectively transfers voting power) to vote in the election of directors, managers, trustees, or other members of the applicable governing body thereof is at the time owned or controlled, directly or indirectly, by such parent or by one or more other Subsidiaries of such parent or a combination thereof. Unless otherwise specified, references herein to "Subsidiary" or "Subsidiaries" refer to a Subsidiary or Subsidiaries of the Borrower.
"Subsidiary Guarantors" means Stonefield Intermodal Services, Inc. (a Texas corporation), Stonefield Fleet Management, LLC (a Texas limited liability company), and Stonefield Freight Brokerage, Inc. (a Delaware corporation), and each other Subsidiary that becomes a Guarantor after the date hereof pursuant to Section 5.08 or otherwise.
"Total Funded Debt" means, as of any date of determination, all funded Indebtedness for borrowed money of the Borrower and its Subsidiaries on a consolidated basis, determined in accordance with GAAP, including (a) all obligations for borrowed money evidenced by notes, bonds, debentures, or similar instruments, (b) all obligations under finance leases, (c) all obligations in respect of the deferred purchase price of property or services (other than trade payables in the ordinary course of business), and (d) all guarantees of the foregoing. As of the Closing Date, Total Funded Debt equals $407,000,000, comprised of $275,000,000 Senior Term Loan B, $12,000,000 drawn under the Senior Revolving Credit Facility, and $120,000,000 Mezzanine Loan.
"Total Leverage Ratio" means, as of the end of any fiscal quarter, the ratio of (a) Total Funded Debt as of such date to (b) Adjusted EBITDA for the four consecutive fiscal quarters ending on or most recently ended prior to such date. As of the Closing Date, the Total Leverage Ratio equals approximately 3.75x ($407,000,000 divided by $108,600,000).
"Transaction Costs" means all fees, costs, expenses, and other amounts incurred by the Borrower and its Affiliates in connection with the transactions contemplated by this Agreement and the other Loan Documents, including the Commitment Fee, advisory fees, legal fees, and the Senior Agent amendment fee. The estimated total Transaction Costs are $4,562,500.
"UCC" means the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction.
"Warrant Agreement" means the Warrant Agreement, dated as of September 29, 2023, between the Borrower and the Mezzanine Lender, pursuant to which the Borrower issues the Warrants to the Mezzanine Lender.
"Warrants" means the warrants to purchase 3.0% of the fully-diluted equity of the Borrower on a post-exercise basis, at an exercise price of $0.01 per share, issued pursuant to the Warrant Agreement.
Section 1.02 — Interpretation
For purposes of this Agreement, unless the context otherwise requires: (a) the words "hereof," "herein," "hereunder," and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision hereof; (b) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined; (c) whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms; (d) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (e) the word "will" shall be construed to have the same meaning and effect as the word "shall"; (f) unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, restated, or otherwise modified (subject to any restrictions on such amendments, supplements, restatements, or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person's successors and permitted assigns, (iii) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights, and (iv) all references herein to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement; (g) the table of contents and headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement; and (h) any reference to any statute or regulation shall be construed as referring to such statute or regulation as amended, modified, codified, reenacted, supplemented, or superseded in whole or in part and in effect from time to time, and also to all rules and regulations promulgated thereunder.
Section 1.03 — Accounting Terms and GAAP
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP as in effect on the Signing Date. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Mezzanine Lender shall so request, the Borrower and the Mezzanine Lender shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Mezzanine Lender); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) the Borrower shall provide to the Mezzanine Lender financial statements and other documents required under this Agreement or as reasonably requested hereunder prepared in accordance with GAAP both before and after giving effect to such change. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Topic 825 (or any similar accounting standard) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at "fair value," as defined therein.
Section 1.04 — Rounding
Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). For the avoidance of doubt, all financial ratios set forth in Article VII shall be calculated to two (2) decimal places.
Section 1.05 — Times of Day
Unless otherwise specified, all references herein to times of day shall be references to New York City time (Eastern Time).
ARTICLE II — THE LOAN
Section 2.01 — Mezzanine Term Loan Commitment
Subject to the terms and conditions set forth herein, the Mezzanine Lender agrees to make a single-draw mezzanine term loan (the "Loan") to the Borrower on the Closing Date in the aggregate principal amount of One Hundred Twenty Million Dollars ($120,000,000). The Loan shall be funded in a single advance on the Closing Date. Amounts repaid or prepaid in respect of the Loan may not be reborrowed. For the avoidance of doubt, the Mezzanine Lender is the sole lender under this Agreement, and the mezzanine term loan facility has not been syndicated and shall not be syndicated without the Borrower's prior written consent (except to the extent the Mezzanine Lender may assign the Loan in accordance with Section 11.05 or sell participations therein in accordance with Section 11.05(d)).
Section 2.02 — Borrowing Procedures
(a) The Borrower shall deliver to the Mezzanine Lender an irrevocable Borrowing Request, substantially in the form of Exhibit A hereto, executed by a Responsible Officer of the Borrower, no later than three (3) Business Days prior to the requested Borrowing Date (i.e., the Closing Date). The Borrowing Request shall specify (i) the date on which the Loan is to be funded (which shall be the Closing Date), (ii) the aggregate principal amount of the Loan to be funded, and (iii) the account to which the proceeds of the Loan are to be disbursed. The Borrowing Request shall be accompanied by a certificate of the Borrower certifying that all conditions precedent to funding set forth in Section 3.02 have been satisfied or will be satisfied on or prior to the Borrowing Date.
(b) The Borrowing Request in respect of the Loan contemplated hereby shall be dated September 26, 2023 and shall request funding on September 29, 2023 (the Closing Date).
(c) Wire instructions for the funding of the Loan shall be as specified in the Borrowing Request and the Closing Funds Flow Memorandum agreed upon by the Borrower and the Mezzanine Lender. On the Closing Date, subject to the satisfaction or waiver of all conditions precedent set forth in Section 3.02, the Mezzanine Lender shall make available to the Borrower the full amount of the Loan in immediately available funds by wire transfer to the account designated in the Borrowing Request.
Section 2.03 — Interest
(a) Applicable Rate. The Loan shall bear interest at the Applicable Rate of 1,100 basis points (11.00%) per annum, which shall be comprised of (i) the Cash Interest Rate of 850 basis points (8.50%) per annum, payable in cash as provided in Section 2.03(b), and (ii) the PIK Rate of 250 basis points (2.50%) per annum, compounding quarterly and added to the outstanding principal balance of the Loan as provided in Section 2.03(c). Interest on the Loan shall be computed on the basis of the actual number of days elapsed over a year of 360 days (Actual/360), in accordance with Section 2.08.
(b) Payment of Cash Interest. Cash Interest on the Loan shall be payable quarterly in arrears on each Interest Payment Date (i.e., on the last Business Day of each calendar quarter), commencing on the First Interest Payment Date (December 29, 2023), and continuing on the last Business Day of March, June, September, and December of each year thereafter through and including the Maturity Date. Cash Interest shall be calculated on the outstanding principal balance of the Loan (including any PIK Interest theretofore added to principal) as of the first day of each quarterly interest period. Each payment of Cash Interest shall be accompanied by a statement from the Borrower setting forth in reasonable detail the calculation of the amount of Cash Interest being paid.
(c) PIK Interest. PIK Interest shall accrue on the outstanding principal balance of the Loan (including any PIK Interest theretofore added to principal) at the PIK Rate of 250 basis points (2.50%) per annum, computed on an Actual/360 basis. On each Interest Payment Date, all PIK Interest accrued during the quarterly period ending on such Interest Payment Date shall be automatically added to and become part of the outstanding principal balance of the Loan. For the avoidance of doubt, PIK Interest that is added to the outstanding principal balance shall thereafter bear interest at the full Applicable Rate (both Cash Interest and PIK Interest components). The compounding of PIK Interest shall be quarterly, with the first PIK Interest capitalization occurring on December 29, 2023.
(d) Default Rate. Upon the occurrence and during the continuance of any Event of Default, the outstanding principal balance of the Loan (including all accrued PIK Interest added to principal) and, to the extent permitted by applicable law, all other Obligations that are overdue, shall bear interest at the Default Rate, which is equal to the Applicable Rate plus 200 basis points, for a total of 1,300 basis points (13.00%) per annum. Interest at the Default Rate shall accrue from the date of the Event of Default until such Event of Default is cured or waived, and shall be payable on demand. Default Rate interest shall apply to both the Cash Interest component and the PIK Interest component proportionally (i.e., the Cash Interest component shall increase to 1,050 basis points per annum and the PIK Interest component shall increase to 250 basis points per annum, or, at the Mezzanine Lender's election, the entire 200 basis point increase shall be applied to the cash pay component).
(e) Payment blockage. Notwithstanding anything to the contrary in this Section 2.03, Cash Interest payments on the Loan are subject to the terms and conditions of the Intercreditor Agreement. Upon delivery of a Payment blockage Notice by the Senior Agent to the Mezzanine Lender in accordance with the terms of the Intercreditor Agreement (which may be delivered upon the occurrence and during the continuance of a Senior Event of Default), Cash Interest payments on the Loan shall be blocked for a period of up to 180 consecutive days from the date of receipt of such Payment blockage Notice by the Mezzanine Lender (the "Payment blockage Period"). No more than one Payment blockage Period may be in effect during any consecutive 360-day period, and no Payment blockage Notice delivered by the Senior Agent may be based on the same set of facts giving rise to a prior Payment blockage Notice unless such prior Payment blockage Period has expired and a new Senior Event of Default has occurred. During any Payment blockage Period, any Cash Interest that would otherwise be payable in cash shall instead accrue and be added to the outstanding principal balance of the Loan as PIK Interest on the Interest Payment Date occurring during or at the end of such Payment blockage Period, and shall thereafter bear interest at the full Applicable Rate. Upon the termination or expiration of any Payment blockage Period (whether by cure or waiver of the underlying Senior Event of Default or by the passage of 180 days), the Borrower shall resume making Cash Interest payments on the next succeeding Interest Payment Date.
Section 2.04 — Repayment of Principal
The entire outstanding principal balance of the Loan (including all accrued and capitalized PIK Interest theretofore added to the outstanding principal balance) shall be due and payable in full on the Maturity Date (September 29, 2029). There shall be no scheduled amortization of the Loan. The Borrower shall, on the Maturity Date, pay to the Mezzanine Lender (a) the entire outstanding principal balance of the Loan (including all PIK Interest added thereto), (b) all accrued and unpaid Cash Interest, and (c) all other Obligations then due and owing under this Agreement and the other Loan Documents.
Section 2.05 — Voluntary Prepayment
(a) Right to Prepay. The Borrower may, at its option, prepay the Loan in whole or in part at any time and from time to time, subject to (i) payment of the Prepayment Premium set forth in Section 2.05(b), (ii) the minimum prepayment amount and notice requirements set forth herein, and (iii) the terms of the Intercreditor Agreement. Each partial prepayment shall be in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof.
(b) Prepayment Premium. Any voluntary prepayment of the Loan (whether in whole or in part) shall be accompanied by payment of a prepayment premium (the "Prepayment Premium") calculated as follows:
(i) If prepaid on or prior to September 29, 2024 (the first anniversary of the Closing Date): a premium equal to 4.00% of the principal amount prepaid (i.e., 104% of par);
(ii) If prepaid after September 29, 2024 but on or prior to September 29, 2025 (the second anniversary of the Closing Date): a premium equal to 3.00% of the principal amount prepaid (i.e., 103% of par);
(iii) If prepaid after September 29, 2025 but on or prior to September 29, 2026 (the third anniversary of the Closing Date): a premium equal to 2.00% of the principal amount prepaid (i.e., 102% of par);
(iv) If prepaid after September 29, 2026 but on or prior to September 29, 2027 (the fourth anniversary of the Closing Date): a premium equal to 1.00% of the principal amount prepaid (i.e., 101% of par);
(v) If prepaid after September 29, 2027: at par (no premium);
plus, in each case, all accrued and unpaid interest (including both Cash Interest and PIK Interest accrued but not yet capitalized) through the date of prepayment. For the avoidance of doubt, the principal amount upon which the Prepayment Premium is calculated shall include all PIK Interest theretofore added to the outstanding principal balance.
(c) Notice. The Borrower shall deliver to the Mezzanine Lender a written notice of each voluntary prepayment no fewer than ten (10) Business Days prior to the date of such prepayment. Each such notice shall be irrevocable and shall specify the date of prepayment, the principal amount to be prepaid, and the amount of the Prepayment Premium and accrued interest to be paid in connection therewith. Upon delivery of a prepayment notice, the Borrower shall be obligated to make the prepayment on the date and in the amounts specified therein.
(d) Application. Voluntary prepayments shall be applied first, to accrued and unpaid Cash Interest, second, to the Prepayment Premium, and third, to the outstanding principal balance of the Loan (including capitalized PIK Interest).
Section 2.06 — Mandatory Prepayment
(a) Change of Control. Upon the occurrence of a Change of Control, the Borrower shall prepay the Loan in full at a price equal to 103% of the outstanding principal amount of the Loan (including all PIK Interest theretofore added to the outstanding principal balance), plus all accrued and unpaid Cash Interest through the date of prepayment, plus all other Obligations then due and owing. Such mandatory prepayment shall be due and payable within five (5) Business Days of the date on which the Change of Control occurs. The Borrower shall provide the Mezzanine Lender with prompt written notice (and in any event not later than the date of the Change of Control) of the occurrence of any Change of Control, together with a reasonably detailed description thereof.
(b) Asset Sales. The Borrower shall apply 100% of the Net Proceeds from any Disposition (other than Permitted Dispositions) to the prepayment of the Loan, to the extent such Net Proceeds are not (i) applied to repay Senior Indebtedness as required by the terms of the Senior Credit Agreement and the Intercreditor Agreement, or (ii) reinvested in assets useful in the business of the Borrower and its Subsidiaries within 365 days of the receipt of such Net Proceeds (or, if the Borrower has committed to reinvest such Net Proceeds within such 365-day period, within 180 days following the expiration of such 365-day period). Any mandatory prepayment required by this Section 2.06(b) shall be subject to the terms of the Intercreditor Agreement, including the priority of the Senior Lenders to receive the benefit of asset sale proceeds from shared Collateral.
(c) Debt Issuance. The Borrower shall apply 100% of the Net Proceeds from the issuance or incurrence of any Indebtedness by the Borrower or any Subsidiary that does not constitute Permitted Indebtedness to the prepayment of the Loan. Such mandatory prepayment shall be due on the date of receipt of such Net Proceeds.
(d) Excess Cash Flow. Within 120 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2024), the Borrower shall prepay the Loan in an amount equal to:
(i) 50% of Excess Cash Flow for such fiscal year; provided that such percentage shall be reduced to 25% if the Total Leverage Ratio as of the last day of such fiscal year (calculated on a pro forma basis after giving effect to such prepayment) is less than 3.50x; minus
(ii) the aggregate amount of all voluntary prepayments of the Loan made during such fiscal year (to the extent not previously credited against a prior Excess Cash Flow prepayment obligation).
Any mandatory prepayment required by this Section 2.06(d) shall be subject to the Intercreditor Agreement, including the priority of the Senior Lenders to receive Excess Cash Flow prepayments from the Borrower under the Senior Credit Agreement before any Excess Cash Flow prepayment is required to be made hereunder.
(e) Casualty and Condemnation Events. The Borrower shall apply 100% of the Net Proceeds from any Casualty Event or condemnation or similar proceeding to the prepayment of the Loan, to the extent such Net Proceeds (i) exceed $5,000,000 individually or $10,000,000 in the aggregate in any fiscal year and (ii) are not reinvested in assets useful in the business of the Borrower and its Subsidiaries within 365 days of the receipt of such Net Proceeds. Any mandatory prepayment required by this Section 2.06(e) shall be subject to the Intercreditor Agreement, including the priority of the Senior Lenders with respect to insurance and condemnation proceeds from shared Collateral.
(f) Application of Mandatory Prepayments. All mandatory prepayments under this Section 2.06 shall be applied in accordance with the Intercreditor Agreement waterfall. To the extent proceeds are available to the Mezzanine Lender (after satisfaction of the Senior Lenders' priority rights), such proceeds shall be applied first to accrued and unpaid Cash Interest, and then to the outstanding principal balance of the Loan at par (without premium), except that mandatory prepayments arising from a Change of Control under Section 2.06(a) shall include the 3% premium as specified therein.
Section 2.07 — Commitment Fee
The Borrower shall pay to the Mezzanine Lender a commitment fee (the "Commitment Fee") in an amount equal to 2.00% of the Commitment amount, which equals Two Million Four Hundred Thousand Dollars ($2,400,000) ($120,000,000 multiplied by 2.00%). The Commitment Fee shall be payable on the Closing Date in immediately available funds, and may be netted from the proceeds of the Loan at the election of the Mezzanine Lender. The Commitment Fee shall be fully earned and non-refundable upon payment and shall not be subject to counterclaim or set-off.
Section 2.08 — Computation of Interest
All interest hereunder (including Cash Interest and PIK Interest) shall be computed on the basis of a year of 360 days for the actual number of days elapsed (including the first day but excluding the last day) in the period for which such interest is payable (Actual/360). Each determination by the Mezzanine Lender of the amount of interest payable hereunder shall be conclusive and binding for all purposes, absent manifest error.
Section 2.09 — Evidence of Indebtedness
The Mezzanine Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the Mezzanine Lender resulting from the Loan, including the amounts of principal, PIK Interest additions to principal, Cash Interest, and payments received by the Mezzanine Lender from time to time in respect of the Obligations. The entries in such account or accounts maintained by the Mezzanine Lender shall constitute prima facie evidence of the existence and amounts of the Obligations recorded therein, absent manifest error; provided that the failure of the Mezzanine Lender to maintain such account or accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Obligations in accordance with the terms of this Agreement. The Mezzanine Lender may request that the Borrower execute and deliver to the Mezzanine Lender a promissory note evidencing the Loan, and the Borrower shall promptly execute and deliver such promissory note.
Section 2.10 — Payments Generally
(a) All payments of principal, interest, fees, and other amounts to be made by the Borrower under this Agreement shall be made in lawful money of the United States of America, in immediately available funds, without set-off, deduction, or counterclaim, to such account as the Mezzanine Lender shall from time to time designate by written notice to the Borrower.
(b) Any payment received by the Mezzanine Lender after 2:00 p.m. (New York City time) on any Business Day shall be deemed to have been received on the next succeeding Business Day for all purposes of this Agreement, including the calculation of interest.
(c) Whenever any payment under this Agreement shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest payable hereunder.
(d) Unless the Mezzanine Lender shall have received notice from the Borrower prior to the date on which any payment is due that the Borrower will not make such payment, the Mezzanine Lender may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, take or refrain from taking any action as it deems appropriate.
Section 2.11 — Taxes
(a) Payments Free and Clear. All payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of the Borrower) requires the deduction or withholding of any Tax from any such payment by the Borrower, then the Borrower shall be entitled to make such deduction or withholding.
(b) Withholding; Gross-Up. If the Borrower or any other applicable withholding agent is required by applicable law to deduct or withhold any Taxes from any payment under any Loan Document, then (i) the Borrower shall make such deduction or withholding, (ii) the Borrower shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law, and (iii) to the extent that the deduction or withholding is made on account of Taxes other than (A) Taxes imposed on or measured by the overall net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, imposed on the Mezzanine Lender as a result of a present or former connection between the Mezzanine Lender and the jurisdiction imposing such Tax (other than connections arising from having executed, delivered, become a party to, or performed its obligations under this Agreement) and (B) U.S. federal withholding Taxes imposed under FATCA, the amount payable by the Borrower shall be increased as necessary so that, after all required deductions and withholdings have been made (including deductions and withholdings applicable to additional sums payable under this Section 2.11), the Mezzanine Lender receives an amount equal to the amount it would have received had no such deduction or withholding been made.
(c) Tax Forms. The Mezzanine Lender shall deliver to the Borrower, at the time or times reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit payments under this Agreement to be made without withholding or at a reduced rate of withholding. Without limiting the generality of the foregoing, the Mezzanine Lender shall deliver to the Borrower (i) if the Mezzanine Lender is a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code, an executed IRS Form W-9, and (ii) if the Mezzanine Lender is not a "United States person," an executed IRS Form W-8BEN-E, IRS Form W-8ECI, or other applicable IRS Form W-8, as appropriate.
ARTICLE III — CONDITIONS PRECEDENT
Section 3.01 — Conditions to Signing
The effectiveness of this Agreement is subject to the satisfaction (or waiver by the Mezzanine Lender in its sole discretion) of the following conditions precedent on or prior to the Signing Date:
(a) Loan Documents. The Mezzanine Lender shall have received counterparts of this Agreement, the Mezzanine Guaranty Agreement, the Mezzanine Pledge and Security Agreement, the Parent Equity Pledge Agreement, and the Intercreditor Agreement, each duly executed and delivered by all parties thereto.
(b) Senior Credit Agreement Amendment. The Mezzanine Lender shall have received a fully executed copy of Amendment No. 3 to the Senior Credit Agreement, dated as of September 14, 2023, in form and substance satisfactory to the Mezzanine Lender, which amendment shall, among other things, permit the incurrence of the Mezzanine Loan and the granting of

MEZZANINE CREDIT AGREEMENT

THE GUARANTORS PARTY HERETO FROM TIME TO TIME,

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