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WHITMORE NATIONAL BANK, N.A. 350 Park Avenue New York, New York 10022

September 5, 2023

Stonefield Logistics Group Inc. 4800 Commerce Parkway, Suite 1200 Fort Worth, Texas 76107

Attention: Robert D. Nagamine, General Counsel & Secretary

With a copy to:

Calderwood & Harkness LLP 601 Lexington Avenue New York, New York 10022

Attention: Stephanie Okafor

Re: Consent Under Amended and Restated Credit Agreement, dated as of April 7, 2022 (originally dated November 15, 2019), among Stonefield Logistics Group Inc., as Borrower, Whitmore National Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto (the "Senior Credit Agreement") — Proposed Mezzanine Indebtedness and Second-Priority Liens

Ladies and Gentlemen:

I. Background and Recitals

Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of April 7, 2022 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Senior Credit Agreement"), among Stonefield Logistics Group Inc., a Delaware corporation (the "Borrower"), Whitmore National Bank, N.A., a national banking association, in its capacities as administrative agent (in such capacity, the "Administrative Agent") and collateral agent (in such capacity, the "Collateral Agent," and together with the Administrative Agent, the "Senior Agent"), and the lenders from time to time party thereto (collectively, the "Senior Lenders"), which Senior Credit Agreement amended and restated in its entirety that certain Credit Agreement originally dated as of November 15, 2019, among the same parties. The Senior Lenders under the Senior Credit Agreement as of the date hereof consist of Whitmore National Bank, N.A., Greystone Commercial Lending Corp., Heritage Pacific Bank, and Clearfield Capital Finance, LLC.

Pursuant to the Senior Credit Agreement, the Senior Lenders have made available to the Borrower the following senior secured credit facilities: (i) a senior secured term loan B facility in the original aggregate principal amount of Two Hundred Seventy-Five Million Dollars ($275,000,000) (the "Senior Term Loan B") and (ii) a senior secured revolving credit facility in the aggregate commitment amount of Fifty Million Dollars ($50,000,000) (the "Senior Revolving Facility" and, together with the Senior Term Loan B, the "Senior Facilities"). The obligations of the Borrower under the Senior Credit Agreement and the other Loan Documents (as defined in the Senior Credit Agreement) are secured by first-priority liens on substantially all of the assets of the Borrower and the subsidiary guarantors party thereto.

The Borrower has requested the consent of the Administrative Agent, acting at the direction of the Required Lenders (as defined in the Senior Credit Agreement), to the following transactions (collectively, the "Mezzanine Financing Transactions"):

(a) the incurrence by the Borrower of mezzanine indebtedness in the aggregate principal amount of One Hundred Twenty Million Dollars ($120,000,000) (the "Mezzanine Indebtedness") pursuant to a Mezzanine Credit Agreement (as defined below) to be entered into with Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership (the "Mezzanine Lender");

(b) the grant by the Borrower and the subsidiary guarantors of second-priority liens on the collateral currently securing the Senior Credit Agreement (the "Shared Collateral") in favor of the Mezzanine Lender to secure the Mezzanine Indebtedness, which second-priority liens shall be subordinate in all respects to the first-priority liens securing the obligations under the Senior Credit Agreement;

(c) the entry by the Administrative Agent (on behalf of itself and the Senior Lenders), the Mezzanine Lender, and the Borrower (in its capacity as acknowledged party) into an Intercreditor Agreement (as defined below) governing the relative priorities, rights, and remedies of the Senior Agent and the Mezzanine Lender with respect to the Shared Collateral;

(d) the grant by Cascade Ridge SLG Holdings, LLC, a Delaware limited liability company and direct parent of the Borrower ("Holdings"), of a first-priority pledge of one hundred percent (100%) of the equity interests in the Borrower in favor of the Mezzanine Lender (the "Parent Equity Pledge"), which pledge shall constitute collateral for the Mezzanine Indebtedness and is not Shared Collateral under the Senior Credit Agreement;

(e) the issuance by the Borrower to the Mezzanine Lender of warrants to purchase three percent (3.0%) of the fully-diluted equity of the Borrower on a post-exercise basis at a nominal exercise price of $0.01 per share (the "Warrants"); and

(f) the execution and delivery of such other documents, instruments, certificates, and agreements as may be necessary or desirable in connection with the foregoing, including without limitation the Mezzanine Guaranty Agreement, the Mezzanine Pledge and Security Agreement, the Parent Equity Pledge Agreement, the Warrant Agreement, the Registration Rights Agreement, and all ancillary documents contemplated thereby.

The Borrower has represented to the Administrative Agent and the Senior Lenders that the proceeds of the Mezzanine Indebtedness will be used to fund capital expenditures of the Borrower and its subsidiaries, including, without limitation, fleet expansion initiatives, terminal facility buildout and improvement projects, and technology and systems upgrades across the Borrower's logistics platform. The Borrower has further represented that the Mezzanine Financing Transactions are consistent with the Borrower's long-term business plan and strategic capital allocation framework.

The consent solicitation with respect to the Mezzanine Financing Transactions was commenced by the Administrative Agent on August 18, 2023, and detailed consent solicitation materials (including term sheets, draft transaction documents, and pro forma financial projections) were delivered to each Senior Lender on such date. The Required Lenders have directed the Administrative Agent to deliver this consent letter (this "Consent") in accordance with the terms and subject to the conditions set forth herein.

II. Defined Terms

Capitalized terms used but not otherwise defined in this Consent shall have the respective meanings ascribed to such terms in the Senior Credit Agreement. In addition, the following terms shall have the meanings set forth below for purposes of this Consent:

"Amendment No. 3" means Amendment No. 3 to the Senior Credit Agreement, to be entered into among the Borrower, the Administrative Agent, and the Senior Lenders (or the Required Lenders, as applicable), in form and substance satisfactory to the Administrative Agent, permitting the incurrence of the Mezzanine Indebtedness, the grant of second-priority liens on the Shared Collateral in favor of the Mezzanine Lender, and making such other conforming amendments to the Senior Credit Agreement as may be necessary or appropriate to give effect to the consents and transactions described herein.

"Consent Effective Date" means the date on which all of the conditions to effectiveness set forth in Section IV of this Consent have been satisfied (or waived in accordance with the terms hereof).

"Intercreditor Agreement" means the Intercreditor Agreement to be entered into among the Administrative Agent, in its capacity as Senior Agent (on behalf of itself and the Senior Lenders), the Mezzanine Lender, and acknowledged by the Borrower, governing the relative priorities, rights, remedies, and other intercreditor matters with respect to the Shared Collateral and the obligations secured thereby.

"Mezzanine Credit Agreement" means the Mezzanine Credit Agreement to be entered into among the Borrower, the Mezzanine Lender, and the subsidiary guarantors party thereto, pursuant to which the Mezzanine Lender will extend the Mezzanine Indebtedness to the Borrower on the terms and subject to the conditions set forth therein.

"Mezzanine Financing Transactions" has the meaning ascribed to such term in Section I of this Consent.

III. Consent

A. Grant of Consent to Mezzanine Financing Transactions

The Administrative Agent, acting at the direction of the Required Lenders under the Senior Credit Agreement, hereby consents to each of the Mezzanine Financing Transactions, and specifically consents to the following:

(a) Incurrence of Mezzanine Indebtedness. The incurrence by the Borrower of the Mezzanine Indebtedness in an aggregate principal amount not to exceed One Hundred Twenty Million Dollars ($120,000,000) under and pursuant to the Mezzanine Credit Agreement, bearing interest at a rate of eleven hundred (1,100) basis points per annum, comprised of eight hundred fifty (850) basis points payable in cash on each applicable interest payment date and two hundred fifty (250) basis points payable in kind through the addition of accrued amounts to the outstanding principal balance of the Mezzanine Indebtedness on each applicable interest payment date, and maturing no earlier than September 29, 2029. The Administrative Agent and the Senior Lenders acknowledge that the stated maturity date of the Mezzanine Indebtedness falls no earlier than approximately three (3) years after the maturity date of the Senior Term Loan B (November 15, 2026).

(b) Grant of Second-Priority Liens on Shared Collateral. The grant by the Borrower and the subsidiary guarantors of second-priority liens on the Shared Collateral in favor of the Mezzanine Lender to secure the Mezzanine Indebtedness and all related obligations under the Mezzanine Credit Agreement and the other mezzanine loan documents, which second-priority liens shall at all times be subordinate and junior in right and priority to the first-priority liens securing the obligations under the Senior Credit Agreement and the other Loan Documents, as more fully set forth in the Intercreditor Agreement.

(c) Entry into the Intercreditor Agreement. The entry by the Administrative Agent (on behalf of itself and the Senior Lenders) and the Borrower into the Intercreditor Agreement with the Mezzanine Lender, establishing and governing the relative priorities, rights, remedies, and enforcement mechanisms of the Senior Agent and the Mezzanine Lender with respect to the Shared Collateral. The Administrative Agent is authorized to execute and deliver the Intercreditor Agreement on behalf of itself and the Senior Lenders in accordance with the Senior Credit Agreement.

(d) Parent Equity Pledge. The grant by Cascade Ridge SLG Holdings, LLC of the Parent Equity Pledge, constituting a first-priority pledge of one hundred percent (100%) of the equity interests in the Borrower in favor of the Mezzanine Lender, it being understood and acknowledged that the equity interests in the Borrower held by Holdings do not constitute Shared Collateral under the Senior Credit Agreement and that such pledge does not encumber any assets that are subject to the first-priority liens of the Senior Agent.

(e) Issuance of Warrants. The issuance by the Borrower to the Mezzanine Lender of the Warrants, exercisable for three percent (3.0%) of the fully-diluted equity of the Borrower on a post-exercise basis at a nominal exercise price of $0.01 per share, pursuant to the terms and conditions of the Warrant Agreement to be entered into between the Borrower and the Mezzanine Lender.

(f) Execution and Delivery of Transaction Documents. The execution and delivery by the Borrower, the subsidiary guarantors, Holdings, and the other applicable parties of each of the following documents and instruments in connection with the Mezzanine Financing Transactions: (i) the Mezzanine Credit Agreement; (ii) the Intercreditor Agreement; (iii) the Mezzanine Guaranty Agreement; (iv) the Mezzanine Pledge and Security Agreement; (v) the Parent Equity Pledge Agreement; (vi) the Warrant Agreement; (vii) the Registration Rights Agreement; and (viii) all ancillary certificates, documents, instruments, and agreements contemplated by or delivered in connection with the foregoing.

B. Consent to Amendment No. 3

The Administrative Agent further confirms its consent to the execution and delivery of Amendment No. 3 to the Senior Credit Agreement by the Borrower, the Administrative Agent, and the Required Lenders (or all Senior Lenders, as may be required under the provisions of the Senior Credit Agreement governing amendments thereto), to give effect to the consents described in Section III.A above and to make such conforming amendments, modifications, and supplements to the Senior Credit Agreement as the Administrative Agent and the Borrower shall agree are necessary or appropriate in connection therewith, including, without limitation, amendments to the negative covenants and definitions contained in the Senior Credit Agreement to expressly permit the Mezzanine Indebtedness, the second-priority liens on the Shared Collateral, the Parent Equity Pledge, the Warrants, and the other Mezzanine Financing Transactions.

IV. Conditions to Effectiveness of Consent

This Consent shall become effective on the Consent Effective Date, which shall occur only upon the satisfaction (or waiver by the Administrative Agent acting at the direction of the Required Lenders) of each of the following conditions precedent:

Condition 1: Execution and Delivery of Amendment No. 3

Amendment No. 3 to the Senior Credit Agreement shall have been duly executed and delivered by each of the Borrower, the Administrative Agent, and the Required Lenders (or, to the extent required by Section 10.01 of the Senior Credit Agreement with respect to any particular provision being amended, all of the Senior Lenders), and shall be in form and substance satisfactory to the Administrative Agent. Amendment No. 3 shall be in full force and effect (or shall become effective simultaneously with the Consent Effective Date).

Condition 2: Execution and Delivery of the Intercreditor Agreement

The Intercreditor Agreement shall have been duly executed and delivered by each of the Administrative Agent (in its capacities as Administrative Agent and Collateral Agent under the Senior Credit Agreement), the Mezzanine Lender, and acknowledged by the Borrower, in form and substance satisfactory to the Administrative Agent. The Intercreditor Agreement shall be consistent in all material respects with the summary of intercreditor terms delivered to the Senior Lenders in connection with the consent solicitation materials on August 18, 2023.

Condition 3: Terms of the Mezzanine Credit Agreement

The Administrative Agent shall have received a true, correct, and complete copy of the Mezzanine Credit Agreement, duly executed and delivered by each of the parties thereto, and the terms thereof shall be in form and substance consistent in all material respects with the terms described in the consent solicitation materials delivered to the Senior Lenders on August 18, 2023. Without limiting the generality of the foregoing, the Mezzanine Credit Agreement shall satisfy each of the following requirements:

(a) the aggregate principal amount of the Mezzanine Indebtedness shall not exceed One Hundred Twenty Million Dollars ($120,000,000);

(b) the stated maturity date of the Mezzanine Indebtedness shall be no earlier than September 29, 2029, which date is at least three (3) years after the stated maturity date of the Senior Term Loan B (November 15, 2026);

(c) all liens granted to the Mezzanine Lender on the Shared Collateral shall be second-priority liens, subordinate in all respects to the first-priority liens securing the obligations under the Senior Credit Agreement, and shall at all times be subject to the terms and conditions of the Intercreditor Agreement; and

(d) the Mezzanine Credit Agreement shall not contain any financial maintenance covenants that are more restrictive than the financial maintenance covenants contained in the Senior Credit Agreement, unless the benefit of such more restrictive covenants is simultaneously extended to the Senior Lenders under the Senior Credit Agreement.

Condition 4: Key Intercreditor Protections

The Intercreditor Agreement shall contain terms and provisions satisfactory to the Administrative Agent, which terms shall include, without limitation, each of the following intercreditor protections for the benefit of the Senior Agent and the Senior Lenders:

(a) Lien Subordination. A clear and unambiguous subordination of all liens granted to the Mezzanine Lender on the Shared Collateral to the first-priority liens securing the obligations under the Senior Credit Agreement, such that the Senior Agent's liens shall at all times be senior in right and priority to the Mezzanine Lender's liens, regardless of the time, order, or method of attachment, perfection, or creation of such liens.

(b) Enforcement Standstill. A standstill period of not less than one hundred eighty (180) days (the "Standstill Period") following the Mezzanine Lender's delivery of written notice to the Senior Agent of its intent to exercise remedies against the Shared Collateral, during which Standstill Period the Mezzanine Lender shall not be permitted to exercise any enforcement action, commence any foreclosure proceeding, or take any other action to realize upon the Shared Collateral, and during which the Senior Agent shall have sole and exclusive control over the Shared Collateral and the disposition thereof.

(c) Payment blockage. A payment blockage mechanism permitting the Senior Agent to deliver a written notice (a "Payment blockage Notice") to the Mezzanine Lender and the Borrower upon the occurrence and during the continuance of a Senior Event of Default (as defined in the Intercreditor Agreement), which Payment blockage Notice shall block the payment of cash interest and any other scheduled cash payments on the Mezzanine Indebtedness for a period of up to one hundred eighty (180) consecutive days from and after the date of delivery of such Payment blockage Notice; provided that in no event shall the Senior Agent deliver more than one (1) Payment blockage Notice in any three hundred sixty (360)-day period.

(d) Senior Agent Control of Shared Collateral. During the Standstill Period and at all times following the commencement of any enforcement action by the Senior Agent, the Senior Agent shall have sole and exclusive control over all decisions relating to the Shared Collateral, including, without limitation, the right to determine the timing, manner, and terms of any sale, disposition, or other realization upon the Shared Collateral.

(e) Mezzanine Lender Purchase Option. A purchase option permitting the Mezzanine Lender, upon the acceleration of the obligations under the Senior Credit Agreement, to acquire all (but not less than all) of the outstanding obligations under the Senior Credit Agreement at a purchase price equal to par (100% of the aggregate outstanding principal amount of the Senior Facilities), plus all accrued and unpaid interest thereon, plus all fees, expenses, and other amounts then due and payable under the Senior Credit Agreement and the other Loan Documents, subject to such additional terms and conditions as may be set forth in the Intercreditor Agreement.

Condition 5: No Default

No Default or Event of Default (each as defined in the Senior Credit Agreement) shall have occurred and be continuing as of the Consent Effective Date, and no Default or Event of Default shall result from or arise in connection with the consummation of the Mezzanine Financing Transactions. The Borrower shall have delivered to the Administrative Agent an officer's certificate, executed by a Responsible Officer of the Borrower, certifying as to the foregoing.

Condition 6: Representations and Warranties

The representations and warranties of the Borrower and each subsidiary guarantor set forth in the Senior Credit Agreement and in each other Loan Document shall be true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality or "Material Adverse Effect," true and correct in all respects) as of the date of the closing of the Mezzanine Financing Transactions, with the same effect as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to a specific earlier date, in which case such representation or warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date.

Condition 7: Payment of Consent Fee

The Borrower shall have paid to the Administrative Agent, for the ratable account of each Senior Lender that has consented to the Mezzanine Financing Transactions, an amendment and consent fee in an aggregate amount equal to five hundredths of one percent (0.05%) of the aggregate commitments under the Senior Credit Agreement, which fee shall be calculated as follows: $275,000,000 × 0.05% = $137,500 (the "Consent Fee"). The Consent Fee shall be fully earned, nonrefundable, and not subject to offset or counterclaim upon payment thereof.

Condition 8: Payment of Legal Fees and Expenses

The Borrower shall have paid (or shall have made arrangements satisfactory to the Administrative Agent for the prompt payment of) all reasonable and documented out-of-pocket fees, costs, and expenses of Renshaw Pratt LLP, as counsel to the Administrative Agent, incurred in connection with the review, negotiation, preparation, and execution of this Consent, Amendment No. 3, the Intercreditor Agreement, and all related documents, instruments, and agreements, in accordance with Section 10.04 of the Senior Credit Agreement.

V. Limitations on Consent

This Consent is limited in its entirety to the specific matters expressly described herein and shall not be deemed to constitute a consent to, approval of, or waiver of any other action, transaction, event, condition, or circumstance, whether or not similar to the Mezzanine Financing Transactions. Without limiting the generality of the foregoing, this Consent shall not constitute a consent to any future incurrence of indebtedness, grant of liens, issuance of equity interests, or any other transaction that may require the consent or approval of the Administrative Agent or the Senior Lenders under the Senior Credit Agreement.

This Consent does not modify, amend, supplement, or waive any term, provision, condition, covenant, representation, warranty, or other requirement of the Senior Credit Agreement or any other Loan Document, except to the extent expressly set forth herein and in Amendment No. 3. All terms, provisions, conditions, covenants, representations, warranties, and other requirements of the Senior Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects.

The Administrative Agent and the Senior Lenders expressly reserve all of their respective rights, remedies, powers, and privileges under the Senior Credit Agreement, the other Loan Documents, and applicable law, and nothing contained herein shall be construed as a limitation upon or waiver of any such rights, remedies, powers, or privileges.

VI. Representations by Administrative Agent

The Administrative Agent represents and warrants to the Borrower that it has been duly directed by the Required Lenders (as defined in Section 1.01 of the Senior Credit Agreement) to deliver this Consent on behalf of the Senior Lenders in accordance with the applicable provisions of the Senior Credit Agreement governing the authority of the Administrative Agent to act at the direction of the Required Lenders. As of the date hereof, the Senior Lender syndicate under the Senior Credit Agreement is comprised of the following institutions with the following respective commitment/hold amounts:

The Administrative Agent confirms that lenders holding loans and commitments representing at least a majority of the aggregate outstanding principal amount of the Senior Facilities (constituting "Required Lenders" under the Senior Credit Agreement) have directed the Administrative Agent to deliver this Consent.

VII. Miscellaneous

A. Governing Law

This Consent shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof (other than Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York).

B. Counterparts. This Consent may be executed in one or more counterparts (including by means of facsimile or electronic transmission in portable document format (.pdf)), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

C. Integration. This Consent is subject to and shall be read in conjunction with the Senior Credit Agreement, Amendment No. 3, and the Intercreditor Agreement. In the event of any conflict or inconsistency between the terms of this Consent and the terms of the Senior Credit Agreement (as amended by Amendment No. 3), the terms of the Senior Credit Agreement (as so amended) shall control.

D. No Third-Party Beneficiaries

Nothing contained in this Consent is intended to, or shall be construed to, confer upon any person other than the parties hereto and the Senior Lenders any rights, remedies, obligations, claims, or causes of action of any kind or nature whatsoever; provided, however, that the Mezzanine Lender may rely on this Consent solely and exclusively for the limited purpose of confirming that the Mezzanine Financing Transactions have been consented to and are permitted under the Senior Credit Agreement, and for no other purpose.

E. Headings. The section headings contained in this Consent are for convenience of reference only and shall not affect the meaning, interpretation, or construction of the provisions hereof.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned has caused this Consent to be duly executed and delivered as of the date first written above.

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

By: ________

Name: Gregory S. Feinberg

Title: Managing Director

Date: ________

ACKNOWLEDGMENT

The undersigned Borrower hereby acknowledges and agrees to the terms and conditions of this Consent and confirms its understanding that the effectiveness of this Consent is subject to the satisfaction of each of the conditions precedent set forth in Section IV hereof. The Borrower further confirms that, as of the date hereof, no Default or Event of Default under the Senior Credit Agreement has occurred and is continuing, and that the representations and warranties of the Borrower set forth in the Senior Credit Agreement and the other Loan Documents are true and correct in all material respects as of the date hereof.

ACKNOWLEDGED AND AGREED:

STONEFIELD LOGISTICS GROUP INC., as Borrower

By: ________

Name: Robert D. Nagamine

Title: General Counsel & Secretary

Date: September 5, 2023

Distribution

cc:

Ridgeline Mezzanine Capital Fund III, LP

Attention: Katherine M. Stroud

767 Lexington Avenue, 22nd Floor New York, New York 10065

Archer Blackwell & Moss LLP

Attention: Harrison T. Moss

1585 Broadway, 34th Floor New York, New York 10036

Renshaw Pratt LLP

Attention: David C. Renshaw

One Liberty Plaza, 43rd Floor New York, New York 10006

Calderwood & Harkness LLP

Attention: Stephanie Okafor

601 Lexington Avenue New York, New York 10022

Senior Lender	Role	Commitment/Hold Amount
Whitmore National Bank, N.A.	Lead Arranger & Administrative Agent	$90,000,000
Greystone Commercial Lending Corp.	Senior Lender	$75,000,000
Heritage Pacific Bank	Senior Lender	$60,000,000
Clearfield Capital Finance, LLC	Senior Lender	$50,000,000
Total	$275,000,000

WHITMORE NATIONAL BANK, N.A. 350 Park Avenue New York, New York 10022
September 5, 2023
Stonefield Logistics Group Inc. 4800 Commerce Parkway, Suite 1200 Fort Worth, Texas 76107
Attention: Robert D. Nagamine, General Counsel & Secretary
With a copy to:
Calderwood & Harkness LLP 601 Lexington Avenue New York, New York 10022
Attention: Stephanie Okafor
Re: Consent Under Amended and Restated Credit Agreement, dated as of April 7, 2022 (originally dated November 15, 2019), among Stonefield Logistics Group Inc., as Borrower, Whitmore National Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders party thereto (the "Senior Credit Agreement") — Proposed Mezzanine Indebtedness and Second-Priority Liens
Ladies and Gentlemen:
I. Background and Recitals
Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of April 7, 2022 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Senior Credit Agreement"), among Stonefield Logistics Group Inc., a Delaware corporation (the "Borrower"), Whitmore National Bank, N.A., a national banking association, in its capacities as administrative agent (in such capacity, the "Administrative Agent") and collateral agent (in such capacity, the "Collateral Agent," and together with the Administrative Agent, the "Senior Agent"), and the lenders from time to time party thereto (collectively, the "Senior Lenders"), which Senior Credit Agreement amended and restated in its entirety that certain Credit Agreement originally dated as of November 15, 2019, among the same parties. The Senior Lenders under the Senior Credit Agreement as of the date hereof consist of Whitmore National Bank, N.A., Greystone Commercial Lending Corp., Heritage Pacific Bank, and Clearfield Capital Finance, LLC.
Pursuant to the Senior Credit Agreement, the Senior Lenders have made available to the Borrower the following senior secured credit facilities: (i) a senior secured term loan B facility in the original aggregate principal amount of Two Hundred Seventy-Five Million Dollars ($275,000,000) (the "Senior Term Loan B") and (ii) a senior secured revolving credit facility in the aggregate commitment amount of Fifty Million Dollars ($50,000,000) (the "Senior Revolving Facility" and, together with the Senior Term Loan B, the "Senior Facilities"). The obligations of the Borrower under the Senior Credit Agreement and the other Loan Documents (as defined in the Senior Credit Agreement) are secured by first-priority liens on substantially all of the assets of the Borrower and the subsidiary guarantors party thereto.
The Borrower has requested the consent of the Administrative Agent, acting at the direction of the Required Lenders (as defined in the Senior Credit Agreement), to the following transactions (collectively, the "Mezzanine Financing Transactions"):
(a) the incurrence by the Borrower of mezzanine indebtedness in the aggregate principal amount of One Hundred Twenty Million Dollars ($120,000,000) (the "Mezzanine Indebtedness") pursuant to a Mezzanine Credit Agreement (as defined below) to be entered into with Ridgeline Mezzanine Capital Fund III, LP, a Delaware limited partnership (the "Mezzanine Lender");
(b) the grant by the Borrower and the subsidiary guarantors of second-priority liens on the collateral currently securing the Senior Credit Agreement (the "Shared Collateral") in favor of the Mezzanine Lender to secure the Mezzanine Indebtedness, which second-priority liens shall be subordinate in all respects to the first-priority liens securing the obligations under the Senior Credit Agreement;
(c) the entry by the Administrative Agent (on behalf of itself and the Senior Lenders), the Mezzanine Lender, and the Borrower (in its capacity as acknowledged party) into an Intercreditor Agreement (as defined below) governing the relative priorities, rights, and remedies of the Senior Agent and the Mezzanine Lender with respect to the Shared Collateral;
(d) the grant by Cascade Ridge SLG Holdings, LLC, a Delaware limited liability company and direct parent of the Borrower ("Holdings"), of a first-priority pledge of one hundred percent (100%) of the equity interests in the Borrower in favor of the Mezzanine Lender (the "Parent Equity Pledge"), which pledge shall constitute collateral for the Mezzanine Indebtedness and is not Shared Collateral under the Senior Credit Agreement;
(e) the issuance by the Borrower to the Mezzanine Lender of warrants to purchase three percent (3.0%) of the fully-diluted equity of the Borrower on a post-exercise basis at a nominal exercise price of $0.01 per share (the "Warrants"); and
(f) the execution and delivery of such other documents, instruments, certificates, and agreements as may be necessary or desirable in connection with the foregoing, including without limitation the Mezzanine Guaranty Agreement, the Mezzanine Pledge and Security Agreement, the Parent Equity Pledge Agreement, the Warrant Agreement, the Registration Rights Agreement, and all ancillary documents contemplated thereby.
The Borrower has represented to the Administrative Agent and the Senior Lenders that the proceeds of the Mezzanine Indebtedness will be used to fund capital expenditures of the Borrower and its subsidiaries, including, without limitation, fleet expansion initiatives, terminal facility buildout and improvement projects, and technology and systems upgrades across the Borrower's logistics platform. The Borrower has further represented that the Mezzanine Financing Transactions are consistent with the Borrower's long-term business plan and strategic capital allocation framework.
The consent solicitation with respect to the Mezzanine Financing Transactions was commenced by the Administrative Agent on August 18, 2023, and detailed consent solicitation materials (including term sheets, draft transaction documents, and pro forma financial projections) were delivered to each Senior Lender on such date. The Required Lenders have directed the Administrative Agent to deliver this consent letter (this "Consent") in accordance with the terms and subject to the conditions set forth herein.
II. Defined Terms
Capitalized terms used but not otherwise defined in this Consent shall have the respective meanings ascribed to such terms in the Senior Credit Agreement. In addition, the following terms shall have the meanings set forth below for purposes of this Consent:
"Amendment No. 3" means Amendment No. 3 to the Senior Credit Agreement, to be entered into among the Borrower, the Administrative Agent, and the Senior Lenders (or the Required Lenders, as applicable), in form and substance satisfactory to the Administrative Agent, permitting the incurrence of the Mezzanine Indebtedness, the grant of second-priority liens on the Shared Collateral in favor of the Mezzanine Lender, and making such other conforming amendments to the Senior Credit Agreement as may be necessary or appropriate to give effect to the consents and transactions described herein.
"Consent Effective Date" means the date on which all of the conditions to effectiveness set forth in Section IV of this Consent have been satisfied (or waived in accordance with the terms hereof).
"Intercreditor Agreement" means the Intercreditor Agreement to be entered into among the Administrative Agent, in its capacity as Senior Agent (on behalf of itself and the Senior Lenders), the Mezzanine Lender, and acknowledged by the Borrower, governing the relative priorities, rights, remedies, and other intercreditor matters with respect to the Shared Collateral and the obligations secured thereby.
"Mezzanine Credit Agreement" means the Mezzanine Credit Agreement to be entered into among the Borrower, the Mezzanine Lender, and the subsidiary guarantors party thereto, pursuant to which the Mezzanine Lender will extend the Mezzanine Indebtedness to the Borrower on the terms and subject to the conditions set forth therein.
"Mezzanine Financing Transactions" has the meaning ascribed to such term in Section I of this Consent.
III. Consent
A. Grant of Consent to Mezzanine Financing Transactions
The Administrative Agent, acting at the direction of the Required Lenders under the Senior Credit Agreement, hereby consents to each of the Mezzanine Financing Transactions, and specifically consents to the following:
(a) Incurrence of Mezzanine Indebtedness. The incurrence by the Borrower of the Mezzanine Indebtedness in an aggregate principal amount not to exceed One Hundred Twenty Million Dollars ($120,000,000) under and pursuant to the Mezzanine Credit Agreement, bearing interest at a rate of eleven hundred (1,100) basis points per annum, comprised of eight hundred fifty (850) basis points payable in cash on each applicable interest payment date and two hundred fifty (250) basis points payable in kind through the addition of accrued amounts to the outstanding principal balance of the Mezzanine Indebtedness on each applicable interest payment date, and maturing no earlier than September 29, 2029. The Administrative Agent and the Senior Lenders acknowledge that the stated maturity date of the Mezzanine Indebtedness falls no earlier than approximately three (3) years after the maturity date of the Senior Term Loan B (November 15, 2026).
(b) Grant of Second-Priority Liens on Shared Collateral. The grant by the Borrower and the subsidiary guarantors of second-priority liens on the Shared Collateral in favor of the Mezzanine Lender to secure the Mezzanine Indebtedness and all related obligations under the Mezzanine Credit Agreement and the other mezzanine loan documents, which second-priority liens shall at all times be subordinate and junior in right and priority to the first-priority liens securing the obligations under the Senior Credit Agreement and the other Loan Documents, as more fully set forth in the Intercreditor Agreement.
(c) Entry into the Intercreditor Agreement. The entry by the Administrative Agent (on behalf of itself and the Senior Lenders) and the Borrower into the Intercreditor Agreement with the Mezzanine Lender, establishing and governing the relative priorities, rights, remedies, and enforcement mechanisms of the Senior Agent and the Mezzanine Lender with respect to the Shared Collateral. The Administrative Agent is authorized to execute and deliver the Intercreditor Agreement on behalf of itself and the Senior Lenders in accordance with the Senior Credit Agreement.
(d) Parent Equity Pledge. The grant by Cascade Ridge SLG Holdings, LLC of the Parent Equity Pledge, constituting a first-priority pledge of one hundred percent (100%) of the equity interests in the Borrower in favor of the Mezzanine Lender, it being understood and acknowledged that the equity interests in the Borrower held by Holdings do not constitute Shared Collateral under the Senior Credit Agreement and that such pledge does not encumber any assets that are subject to the first-priority liens of the Senior Agent.
(e) Issuance of Warrants. The issuance by the Borrower to the Mezzanine Lender of the Warrants, exercisable for three percent (3.0%) of the fully-diluted equity of the Borrower on a post-exercise basis at a nominal exercise price of $0.01 per share, pursuant to the terms and conditions of the Warrant Agreement to be entered into between the Borrower and the Mezzanine Lender.
(f) Execution and Delivery of Transaction Documents. The execution and delivery by the Borrower, the subsidiary guarantors, Holdings, and the other applicable parties of each of the following documents and instruments in connection with the Mezzanine Financing Transactions: (i) the Mezzanine Credit Agreement; (ii) the Intercreditor Agreement; (iii) the Mezzanine Guaranty Agreement; (iv) the Mezzanine Pledge and Security Agreement; (v) the Parent Equity Pledge Agreement; (vi) the Warrant Agreement; (vii) the Registration Rights Agreement; and (viii) all ancillary certificates, documents, instruments, and agreements contemplated by or delivered in connection with the foregoing.
B. Consent to Amendment No. 3
The Administrative Agent further confirms its consent to the execution and delivery of Amendment No. 3 to the Senior Credit Agreement by the Borrower, the Administrative Agent, and the Required Lenders (or all Senior Lenders, as may be required under the provisions of the Senior Credit Agreement governing amendments thereto), to give effect to the consents described in Section III.A above and to make such conforming amendments, modifications, and supplements to the Senior Credit Agreement as the Administrative Agent and the Borrower shall agree are necessary or appropriate in connection therewith, including, without limitation, amendments to the negative covenants and definitions contained in the Senior Credit Agreement to expressly permit the Mezzanine Indebtedness, the second-priority liens on the Shared Collateral, the Parent Equity Pledge, the Warrants, and the other Mezzanine Financing Transactions.
IV. Conditions to Effectiveness of Consent
This Consent shall become effective on the Consent Effective Date, which shall occur only upon the satisfaction (or waiver by the Administrative Agent acting at the direction of the Required Lenders) of each of the following conditions precedent:
Condition 1: Execution and Delivery of Amendment No. 3
Amendment No. 3 to the Senior Credit Agreement shall have been duly executed and delivered by each of the Borrower, the Administrative Agent, and the Required Lenders (or, to the extent required by Section 10.01 of the Senior Credit Agreement with respect to any particular provision being amended, all of the Senior Lenders), and shall be in form and substance satisfactory to the Administrative Agent. Amendment No. 3 shall be in full force and effect (or shall become effective simultaneously with the Consent Effective Date).
Condition 2: Execution and Delivery of the Intercreditor Agreement
The Intercreditor Agreement shall have been duly executed and delivered by each of the Administrative Agent (in its capacities as Administrative Agent and Collateral Agent under the Senior Credit Agreement), the Mezzanine Lender, and acknowledged by the Borrower, in form and substance satisfactory to the Administrative Agent. The Intercreditor Agreement shall be consistent in all material respects with the summary of intercreditor terms delivered to the Senior Lenders in connection with the consent solicitation materials on August 18, 2023.
Condition 3: Terms of the Mezzanine Credit Agreement
The Administrative Agent shall have received a true, correct, and complete copy of the Mezzanine Credit Agreement, duly executed and delivered by each of the parties thereto, and the terms thereof shall be in form and substance consistent in all material respects with the terms described in the consent solicitation materials delivered to the Senior Lenders on August 18, 2023. Without limiting the generality of the foregoing, the Mezzanine Credit Agreement shall satisfy each of the following requirements:
(a) the aggregate principal amount of the Mezzanine Indebtedness shall not exceed One Hundred Twenty Million Dollars ($120,000,000);
(b) the stated maturity date of the Mezzanine Indebtedness shall be no earlier than September 29, 2029, which date is at least three (3) years after the stated maturity date of the Senior Term Loan B (November 15, 2026);
(c) all liens granted to the Mezzanine Lender on the Shared Collateral shall be second-priority liens, subordinate in all respects to the first-priority liens securing the obligations under the Senior Credit Agreement, and shall at all times be subject to the terms and conditions of the Intercreditor Agreement; and
(d) the Mezzanine Credit Agreement shall not contain any financial maintenance covenants that are more restrictive than the financial maintenance covenants contained in the Senior Credit Agreement, unless the benefit of such more restrictive covenants is simultaneously extended to the Senior Lenders under the Senior Credit Agreement.
Condition 4: Key Intercreditor Protections
The Intercreditor Agreement shall contain terms and provisions satisfactory to the Administrative Agent, which terms shall include, without limitation, each of the following intercreditor protections for the benefit of the Senior Agent and the Senior Lenders:
(a) Lien Subordination. A clear and unambiguous subordination of all liens granted to the Mezzanine Lender on the Shared Collateral to the first-priority liens securing the obligations under the Senior Credit Agreement, such that the Senior Agent's liens shall at all times be senior in right and priority to the Mezzanine Lender's liens, regardless of the time, order, or method of attachment, perfection, or creation of such liens.
(b) Enforcement Standstill. A standstill period of not less than one hundred eighty (180) days (the "Standstill Period") following the Mezzanine Lender's delivery of written notice to the Senior Agent of its intent to exercise remedies against the Shared Collateral, during which Standstill Period the Mezzanine Lender shall not be permitted to exercise any enforcement action, commence any foreclosure proceeding, or take any other action to realize upon the Shared Collateral, and during which the Senior Agent shall have sole and exclusive control over the Shared Collateral and the disposition thereof.
(c) Payment blockage. A payment blockage mechanism permitting the Senior Agent to deliver a written notice (a "Payment blockage Notice") to the Mezzanine Lender and the Borrower upon the occurrence and during the continuance of a Senior Event of Default (as defined in the Intercreditor Agreement), which Payment blockage Notice shall block the payment of cash interest and any other scheduled cash payments on the Mezzanine Indebtedness for a period of up to one hundred eighty (180) consecutive days from and after the date of delivery of such Payment blockage Notice; provided that in no event shall the Senior Agent deliver more than one (1) Payment blockage Notice in any three hundred sixty (360)-day period.
(d) Senior Agent Control of Shared Collateral. During the Standstill Period and at all times following the commencement of any enforcement action by the Senior Agent, the Senior Agent shall have sole and exclusive control over all decisions relating to the Shared Collateral, including, without limitation, the right to determine the timing, manner, and terms of any sale, disposition, or other realization upon the Shared Collateral.
(e) Mezzanine Lender Purchase Option. A purchase option permitting the Mezzanine Lender, upon the acceleration of the obligations under the Senior Credit Agreement, to acquire all (but not less than all) of the outstanding obligations under the Senior Credit Agreement at a purchase price equal to par (100% of the aggregate outstanding principal amount of the Senior Facilities), plus all accrued and unpaid interest thereon, plus all fees, expenses, and other amounts then due and payable under the Senior Credit Agreement and the other Loan Documents, subject to such additional terms and conditions as may be set forth in the Intercreditor Agreement.
Condition 5: No Default
No Default or Event of Default (each as defined in the Senior Credit Agreement) shall have occurred and be continuing as of the Consent Effective Date, and no Default or Event of Default shall result from or arise in connection with the consummation of the Mezzanine Financing Transactions. The Borrower shall have delivered to the Administrative Agent an officer's certificate, executed by a Responsible Officer of the Borrower, certifying as to the foregoing.
Condition 6: Representations and Warranties
The representations and warranties of the Borrower and each subsidiary guarantor set forth in the Senior Credit Agreement and in each other Loan Document shall be true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality or "Material Adverse Effect," true and correct in all respects) as of the date of the closing of the Mezzanine Financing Transactions, with the same effect as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to a specific earlier date, in which case such representation or warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date.
Condition 7: Payment of Consent Fee
The Borrower shall have paid to the Administrative Agent, for the ratable account of each Senior Lender that has consented to the Mezzanine Financing Transactions, an amendment and consent fee in an aggregate amount equal to five hundredths of one percent (0.05%) of the aggregate commitments under the Senior Credit Agreement, which fee shall be calculated as follows: $275,000,000 × 0.05% = $137,500 (the "Consent Fee"). The Consent Fee shall be fully earned, nonrefundable, and not subject to offset or counterclaim upon payment thereof.
Condition 8: Payment of Legal Fees and Expenses
The Borrower shall have paid (or shall have made arrangements satisfactory to the Administrative Agent for the prompt payment of) all reasonable and documented out-of-pocket fees, costs, and expenses of Renshaw Pratt LLP, as counsel to the Administrative Agent, incurred in connection with the review, negotiation, preparation, and execution of this Consent, Amendment No. 3, the Intercreditor Agreement, and all related documents, instruments, and agreements, in accordance with Section 10.04 of the Senior Credit Agreement.
V. Limitations on Consent
This Consent is limited in its entirety to the specific matters expressly described herein and shall not be deemed to constitute a consent to, approval of, or waiver of any other action, transaction, event, condition, or circumstance, whether or not similar to the Mezzanine Financing Transactions. Without limiting the generality of the foregoing, this Consent shall not constitute a consent to any future incurrence of indebtedness, grant of liens, issuance of equity interests, or any other transaction that may require the consent or approval of the Administrative Agent or the Senior Lenders under the Senior Credit Agreement.
This Consent does not modify, amend, supplement, or waive any term, provision, condition, covenant, representation, warranty, or other requirement of the Senior Credit Agreement or any other Loan Document, except to the extent expressly set forth herein and in Amendment No. 3. All terms, provisions, conditions, covenants, representations, warranties, and other requirements of the Senior Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects.
The Administrative Agent and the Senior Lenders expressly reserve all of their respective rights, remedies, powers, and privileges under the Senior Credit Agreement, the other Loan Documents, and applicable law, and nothing contained herein shall be construed as a limitation upon or waiver of any such rights, remedies, powers, or privileges.
VI. Representations by Administrative Agent
The Administrative Agent represents and warrants to the Borrower that it has been duly directed by the Required Lenders (as defined in Section 1.01 of the Senior Credit Agreement) to deliver this Consent on behalf of the Senior Lenders in accordance with the applicable provisions of the Senior Credit Agreement governing the authority of the Administrative Agent to act at the direction of the Required Lenders. As of the date hereof, the Senior Lender syndicate under the Senior Credit Agreement is comprised of the following institutions with the following respective commitment/hold amounts:
The Administrative Agent confirms that lenders holding loans and commitments representing at least a majority of the aggregate outstanding principal amount of the Senior Facilities (constituting "Required Lenders" under the Senior Credit Agreement) have directed the Administrative Agent to deliver this Consent.
VII. Miscellaneous
A. Governing Law
This Consent shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof (other than Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York).
B. Counterparts.  This Consent may be executed in one or more counterparts (including by means of facsimile or electronic transmission in portable document format (.pdf)), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.
C. Integration.  This Consent is subject to and shall be read in conjunction with the Senior Credit Agreement, Amendment No. 3, and the Intercreditor Agreement. In the event of any conflict or inconsistency between the terms of this Consent and the terms of the Senior Credit Agreement (as amended by Amendment No. 3), the terms of the Senior Credit Agreement (as so amended) shall control.
D. No Third-Party Beneficiaries
Nothing contained in this Consent is intended to, or shall be construed to, confer upon any person other than the parties hereto and the Senior Lenders any rights, remedies, obligations, claims, or causes of action of any kind or nature whatsoever; provided, however, that the Mezzanine Lender may rely on this Consent solely and exclusively for the limited purpose of confirming that the Mezzanine Financing Transactions have been consented to and are permitted under the Senior Credit Agreement, and for no other purpose.
E. Headings.  The section headings contained in this Consent are for convenience of reference only and shall not affect the meaning, interpretation, or construction of the provisions hereof.
[Signature Pages Follow]
IN WITNESS WHEREOF, the undersigned has caused this Consent to be duly executed and delivered as of the date first written above.
WHITMORE NATIONAL BANK, N.A., as Administrative Agent and Collateral Agent
By: ________
Name: Gregory S. Feinberg
Title: Managing Director
Date: ________
ACKNOWLEDGMENT
The undersigned Borrower hereby acknowledges and agrees to the terms and conditions of this Consent and confirms its understanding that the effectiveness of this Consent is subject to the satisfaction of each of the conditions precedent set forth in Section IV hereof. The Borrower further confirms that, as of the date hereof, no Default or Event of Default under the Senior Credit Agreement has occurred and is continuing, and that the representations and warranties of the Borrower set forth in the Senior Credit Agreement and the other Loan Documents are true and correct in all material respects as of the date hereof.
ACKNOWLEDGED AND AGREED:
STONEFIELD LOGISTICS GROUP INC., as Borrower
By: ________
Name: Robert D. Nagamine
Title: General Counsel & Secretary
Date: September 5, 2023
Distribution
cc:
Ridgeline Mezzanine Capital Fund III, LP
Attention: Katherine M. Stroud
767 Lexington Avenue, 22nd Floor New York, New York 10065
Archer Blackwell & Moss LLP
Attention: Harrison T. Moss
1585 Broadway, 34th Floor New York, New York 10036
Renshaw Pratt LLP
Attention: David C. Renshaw
One Liberty Plaza, 43rd Floor New York, New York 10006
Calderwood & Harkness LLP
Attention: Stephanie Okafor
601 Lexington Avenue New York, New York 10022
Senior Lender | Role | Commitment/Hold Amount
Whitmore National Bank, N.A. | Lead Arranger & Administrative Agent | $90,000,000
Greystone Commercial Lending Corp. | Senior Lender | $75,000,000
Heritage Pacific Bank | Senior Lender | $60,000,000
Clearfield Capital Finance, LLC | Senior Lender | $50,000,000
Total | $275,000,000

WHITMORE NATIONAL BANK, N.A. 350 Park Avenue New York, New York 10022

ACKNOWLEDGMENT

ACKNOWLEDGED AND AGREED:

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