1012-00001 · Client 1012 · UCC/Perfection

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UCC FINANCING STATEMENT

(Form UCC1)

FILED WITH THE DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901

Filing Date: September 29, 2023

Filing Number: 2023-4871263

Filing Fee: $191.00 (Standard Delaware UCC-1 Filing Fee)

RETURN ACKNOWLEDGMENT COPY TO:

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

Attention: Daniel Obi / Lisa Morrow

Reference: Matter No. 1012-00001

UCC FINANCING STATEMENT (Form UCC1) Follow Instructions

The undersigned Secured Party hereby files this UCC Financing Statement with the Delaware Secretary of State, Division of Corporations, pursuant to Article 9 of the Uniform Commercial Code as adopted in the State of Delaware (6 Del. C. § 9-101 et seq.), for the purpose of perfecting a security interest in the collateral described herein.

Box 1 — DEBTOR INFORMATION (ORGANIZATION DEBTOR)

Box 2 — ADDITIONAL DEBTOR

No additional debtor is listed on this filing.

Note: Subsidiary guarantor entities Stonefield Intermodal Services, Inc. (a Texas corporation) and Stonefield Fleet Management, LLC (a Texas limited liability company) are covered by a separate UCC-1 Financing Statement filed concurrently with the Texas Secretary of State on September 29, 2023. Stonefield Freight Brokerage, Inc. (a Delaware corporation) is a distinct legal entity organized under Delaware law; a separate Delaware UCC-1 filing may be required to perfect the security interest against Stonefield Freight Brokerage, Inc. as a debtor in its own right. This particular UCC-1 Financing Statement covers Stonefield Logistics Group Inc. only as the primary borrower and grantor under the Mezzanine Pledge and Security Agreement described herein.

Box 3 — SECURED PARTY INFORMATION

Box 4 — COLLATERAL DESCRIPTION

This financing statement covers the following collateral:

All assets of the Debtor, whether now owned or hereafter acquired, wherever located, including without limitation:

(a) All accounts, accounts receivable, and payment intangibles, including without limitation all rights to payment of a monetary obligation, whether or not earned by performance, and all health-care-insurance receivables;

(b) All chattel paper (whether tangible or electronic), including without limitation all records or writings that evidence both a monetary obligation and a security interest in specific goods, a security interest in specific goods and software used in the goods, a security interest in specific goods and a lease of specific goods, or a lease of specific goods and a license of software used in the goods;

(c) All deposit accounts, including without limitation all demand, time, savings, passbook, and similar accounts maintained with a bank or other financial institution, together with all funds, cash, and cash equivalents on deposit therein or credited thereto;

(d) All documents, including without limitation all documents of title, bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods, and all other documents which in the regular course of business or financing are treated as adequately evidencing that the person in possession or control of the document is entitled to receive, control, hold, and dispose of the document and the goods it covers;

(e) All equipment (including without limitation all vehicles, tractors, trailers, rolling stock, intermodal containers, chassis, fleet assets, forklifts, material handling equipment, warehouse racking systems, loading dock equipment, refrigeration units, GPS and telematics systems, computer hardware, telecommunications equipment, office furniture, fixtures, and all other tangible personal property not constituting inventory), together with all accessories, attachments, parts, tools, and additions thereto and replacements therefor;

(f) All fixtures, including without limitation all goods that have become so related to particular real property that an interest in them arises under real property law;

(g) All general intangibles (including without limitation all intellectual property, software, patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright registrations, licenses, permits, franchises, contract rights, customer lists, route lists, proprietary databases, algorithms, domain names, internet properties, and all goodwill associated therewith or symbolized thereby), and all rights and interests arising under or in connection with any contract, agreement, or arrangement to which the Debtor is or becomes a party;

(h) All goods (including all inventory and equipment), whether tangible or otherwise, and including all embedded software to the extent included in the definition of "goods" under applicable law;

(i) All instruments (including without limitation all promissory notes, drafts, checks, and certificates of deposit), and all other negotiable instruments and writings that evidence a right to the payment of a monetary obligation;

(j) All inventory, including without limitation all goods held for sale or lease or to be furnished under contracts of service, all raw materials, work in process, and finished goods, all materials used or consumed in the Debtor's business, and all fuel, lubricants, parts, and supplies held by the Debtor;

(k) All investment property (including without limitation all securities, whether certificated or uncertificated, all securities accounts, all securities entitlements, all commodity contracts, all commodity accounts, and all equity interests), including but not limited to:

(i) 100% of the issued and outstanding equity interests (including all shares of capital stock, whether common or preferred) of Stonefield Intermodal Services, Inc., a Texas corporation;

(ii) 100% of the membership interests (including all limited liability company interests, units, and participation rights) of Stonefield Fleet Management, LLC, a Texas limited liability company;

(iii) 100% of the issued and outstanding capital stock (including all shares of common stock and preferred stock, if any) of Stonefield Freight Brokerage, Inc., a Delaware corporation;

together with all dividends, distributions, return of capital, interest, cash, instruments, rights, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing equity interests, and all warrants, options, or other rights to acquire any of the foregoing;

(l) All letter-of-credit rights, including without limitation all rights to payment or performance under a letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance;

(m) All money, including without limitation all coins, currency, and funds, whether held in any deposit account or otherwise;

(n) All oil, gas, and other minerals before extraction, and all as-extracted collateral (to the extent applicable to the Debtor's business operations);

(o) All commercial tort claims of the Debtor, as identified from time to time in a written supplement to the Mezzanine Pledge and Security Agreement in accordance with the terms thereof;

(p) All supporting obligations, including without limitation all letters of credit, guaranties, suretyship agreements, and other secondary obligations that support the payment or performance of any of the foregoing collateral;

(q) All proceeds and products of any and all of the foregoing collateral, in whatever form, including without limitation:

(i) all insurance proceeds and all claims against third parties for loss, damage, or destruction of any of the foregoing collateral;

(ii) all cash and non-cash proceeds;

(iii) all accounts, chattel paper, deposit accounts, documents, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, money, and supporting obligations arising from or relating to the sale, lease, license, exchange, collection, or other disposition of any of the foregoing collateral; and

(iv) all products of the foregoing, including goods, accounts, and general intangibles arising from, or consisting of, any of the foregoing collateral.

Box 5 — ALTERNATIVE DESIGNATION

Not Applicable. This is a standard secured transaction filing. None of the following alternative designations apply to this filing:

Lessee/Lessor

Consignee/Consignor

Bailee/Bailor

Seller/Buyer

Agricultural Lien

Non-UCC Filing

Box 6 — OPTIONAL FILER REFERENCE DATA

Reference:

Mezzanine Credit Agreement, dated as of September 14, 2023, among Stonefield Logistics Group Inc., as Borrower, Ridgeline Mezzanine Capital Fund III, LP, as Mezzanine Lender, and the guarantors party thereto from time to time.

Additional Reference:

Mezzanine Pledge and Security Agreement, dated as of September 14, 2023, among Stonefield Logistics Group Inc. and the other grantors party thereto, in favor of Ridgeline Mezzanine Capital Fund III, LP, as Mezzanine Lender.

Filer's Internal Reference:

Calderwood & Harkness LLP, Matter No. 1012-00001 Billing Code: 231892.SLG

Box 7 — FILER / PREPARED BY

ADDENDUM — UCC FINANCING STATEMENT ADDENDUM (Form UCC1Ad)

This Addendum is filed in connection with and as a supplement to the UCC Financing Statement (Form UCC1) filed contemporaneously herewith, Filing Number 2023-4871263, dated September 29, 2023, with the Delaware Secretary of State, Division of Corporations.

Debtor Name (as set forth in box 1):

Stonefield Logistics Group Inc.

Secured Party Name (as set forth in box 3):

Ridgeline Mezzanine Capital Fund III, LP

Purpose of Addendum:

This Addendum is filed to provide additional space for the collateral description set forth in box 4 of the UCC Financing Statement, to the extent that the collateral description in the initial filing form was insufficient to contain the complete description of collateral. The collateral description set forth in box 4 of the UCC Financing Statement is hereby incorporated by reference in its entirety. To the extent of any conflict between the terms of this Addendum and the terms of the UCC Financing Statement, the terms of the UCC Financing Statement shall control.

No additional collateral beyond that described in box 4 of the UCC Financing Statement is intended to be covered by this Addendum.

FILING CONTEXT MEMORANDUM

(Internal — Not Part of Filed Form)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT PREPARED BY CALDERWOOD & HARKNESS LLP MATTER NO. 1012-00001

1. Underlying Transaction

This UCC-1 Financing Statement is filed in connection with a $120,000,000 mezzanine term loan extended by Ridgeline Mezzanine Capital Fund III, LP (the "Mezzanine Lender") to Stonefield Logistics Group Inc. (the "Borrower") pursuant to the Mezzanine Credit Agreement dated as of September 14, 2023. The mezzanine term loan bears interest at a blended rate of 1,100 basis points, comprised of 850 basis points cash pay and 250 basis points paid-in-kind (PIK). The mezzanine term loan matures on September 29, 2029. The Mezzanine Credit Agreement is governed by the laws of the State of New York.

2. Lien Priority

This UCC-1 filing perfects a second-priority security interest in substantially all assets of Stonefield Logistics Group Inc. The security interest created under the Mezzanine Pledge and Security Agreement dated September 14, 2023 is expressly subordinate and junior to the first-priority security interest of Whitmore National Bank, N.A., as Collateral Agent, granted in connection with the Amended and Restated Credit Agreement dated as of April 7, 2022, among Stonefield Logistics Group Inc., as Borrower, the lenders party thereto from time to time, and Whitmore National Bank, N.A., as Administrative Agent and Collateral Agent.

The relative priority, rights, and remedies of the Senior Agent and the Mezzanine Lender with respect to the shared collateral are governed by the Intercreditor Agreement dated as of September 14, 2023, among:

• Whitmore National Bank, N.A., as Senior Agent (on behalf of the senior secured parties);

• Ridgeline Mezzanine Capital Fund III, LP, as Mezzanine Lender; and

• Stonefield Logistics Group Inc., as Borrower (acknowledged and consented).

3. Existing Senior UCC Filings

The following existing UCC-1 financing statements have been identified through the pre-closing lien search conducted by Calderwood & Harkness LLP and confirmed by the UCC Lien Search Memorandum dated September 12, 2023:

The Mezzanine Lender's second-priority security interest, as perfected by this UCC-1 filing and the companion Texas filings, is expressly subordinated to the security interests perfected by the above-referenced senior filings, in accordance with the terms of the Intercreditor Agreement.

4. Companion Filings

In addition to this Delaware UCC-1 filing, the following companion UCC-1 Financing Statements were filed on September 29, 2023 to perfect the Mezzanine Lender's second-priority security interest in the assets of the subsidiary guarantors organized in Texas:

Texas Secretary of State — UCC-1 Financing Statement

• Debtors: (i) Stonefield Intermodal Services, Inc. (Texas corporation, EIN 84-5712938) and (ii) Stonefield Fleet Management, LLC (Texas limited liability company, EIN 84-6201445)

• Secured Party: Ridgeline Mezzanine Capital Fund III, LP

• Collateral: All assets of each Debtor, whether now owned or hereafter acquired, wherever located (substantially similar collateral description to box 4 of this filing, adapted for each subsidiary's asset base)

• Filing Date: September 29, 2023

• Filing Number: To be confirmed upon receipt of filed-stamped acknowledgment from the Texas Secretary of State

5. Note on Parent Equity Pledge

The pledge of 100% of the equity interests in Stonefield Logistics Group Inc. by Cascade Ridge SLG Holdings, LLC (the parent holding company) in favor of Ridgeline Mezzanine Capital Fund III, LP constitutes a first-priority pledge that is not shared with the senior secured facility. This parent equity pledge is perfected separately and is not covered by this UCC-1 filing. Cascade Ridge SLG Holdings, LLC is a distinct legal entity (a Delaware limited liability company) and would require its own UCC-1 filing as debtor if UCC Article 9 perfection is applicable to the parent equity pledge. A separate analysis has been prepared by Calderwood & Harkness LLP addressing the perfection requirements for the Cascade Ridge parent pledge, including consideration of whether the equity interests in Stonefield Logistics Group Inc. are certificated or uncertificated securities and the appropriate method of perfection (control, possession, or filing).

6. Continuation Filing Requirement

This UCC-1 Financing Statement is effective for a period of five (5) years from the filing date, expiring on September 29, 2028. Pursuant to Section 9-515 of the Delaware UCC, a continuation statement (Form UCC3) must be filed within the six-month period prior to the lapse date (i.e., between March 29, 2028 and September 29, 2028) in order to maintain the effectiveness of this financing statement and the perfection of the Mezzanine Lender's security interest through the mezzanine term loan maturity date of September 29, 2029.

Critical Date Summary:

Calderwood & Harkness LLP will calendar the continuation filing window and provide advance notice to the Mezzanine Lender no later than January 2028 to ensure timely filing of the UCC-3 continuation statement. Failure to file a timely continuation statement would result in the lapse of the financing statement and the loss of perfection, which would subordinate the Mezzanine Lender's security interest to subsequently perfected interests and could result in the Mezzanine Lender holding an unperfected security interest during the final year of the mezzanine term loan.

— END OF UCC-1 FINANCING STATEMENT AND FILING CONTEXT MEMORANDUM —

This UCC-1 Financing Statement has been prepared by Calderwood & Harkness LLP, as counsel to the Debtor, Stonefield Logistics Group Inc., in connection with the Mezzanine Credit Agreement and related transaction documents dated as of September 14, 2023. This filing is made for the benefit of Ridgeline Mezzanine Capital Fund III, LP, as Secured Party. All questions regarding this filing should be directed to Daniel Obi, Lead Associate, Banking & Finance, Calderwood & Harkness LLP, 601 Lexington Avenue, New York, New York 10022, telephone (212) 558-4000.

Field	Information
1a. Organization's Name:	Stonefield Logistics Group Inc.
1b. Mailing Address:	4800 Commerce Parkway, Suite 1200
1c. City:	Fort Worth
1d. State:	TX (Texas)
1e. Postal Code:	76107
1f. Country:	United States
1g. Tax ID / EIN:	84-3217650
1h. Type of Organization:	Corporation
1i. Jurisdiction of Organization:	Delaware
1j. Organizational Identification Number:	7493218 (Delaware File Number)
Field	Information
3a. Organization's Name:	Ridgeline Mezzanine Capital Fund III, LP
3b. Mailing Address:	767 Lexington Avenue, 22nd Floor
3c. City:	New York
3d. State:	NY (New York)
3e. Postal Code:	10065
3f. Country:	United States
Field	Information
Filing Prepared By:	Calderwood & Harkness LLP, as counsel to Debtor (Stonefield Logistics Group Inc.)
Contact Person:	Daniel Obi, Lead Associate, Banking & Finance
Contact Address:	601 Lexington Avenue, New York, New York 10022
Telephone:	(212) 558-4000
Filing Jurisdiction	Filing No.	Debtor	Secured Party	Filing Date	Status
Delaware SOS	2022-1394872	Stonefield Logistics Group Inc.	Whitmore National Bank, N.A. (as Collateral Agent)	April 7, 2022	Active

Delaware SOS	2022-1394903	Stonefield Freight Brokerage, Inc.	Whitmore National Bank, N.A. (as Collateral Agent)	April 7, 2022	Active
Texas SOS	22-0047829114	Stonefield Intermodal Services, Inc.	Whitmore National Bank, N.A. (as Collateral Agent)	April 8, 2022	Active
Texas SOS	22-0047829138	Stonefield Fleet Management, LLC	Whitmore National Bank, N.A. (as Collateral Agent)	April 8, 2022	Active
Event	Date
UCC-1 Filing Date	September 29, 2023
UCC-1 Lapse Date (absent continuation)	September 29, 2028
Earliest Date for Continuation Filing	March 29, 2028
Latest Date for Continuation Filing	September 29, 2028
Mezzanine Term Loan Maturity Date	September 29, 2029
Second Continuation Filing Deadline (if applicable)	September 29, 2033

UCC FINANCING STATEMENT
(Form UCC1)
FILED WITH THE DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
Filing Date: September 29, 2023
Filing Number: 2023-4871263
Filing Fee: $191.00 (Standard Delaware UCC-1 Filing Fee)
RETURN ACKNOWLEDGMENT COPY TO:
Calderwood & Harkness LLP 601 Lexington Avenue New York, New York 10022
Attention: Daniel Obi / Lisa Morrow
Reference: Matter No. 1012-00001
UCC FINANCING STATEMENT (Form UCC1) Follow Instructions
The undersigned Secured Party hereby files this UCC Financing Statement with the Delaware Secretary of State, Division of Corporations, pursuant to Article 9 of the Uniform Commercial Code as adopted in the State of Delaware (6 Del. C. § 9-101 et seq.), for the purpose of perfecting a security interest in the collateral described herein.
Box 1 — DEBTOR INFORMATION (ORGANIZATION DEBTOR)
Box 2 — ADDITIONAL DEBTOR
No additional debtor is listed on this filing.
Note: Subsidiary guarantor entities Stonefield Intermodal Services, Inc. (a Texas corporation) and Stonefield Fleet Management, LLC (a Texas limited liability company) are covered by a separate UCC-1 Financing Statement filed concurrently with the Texas Secretary of State on September 29, 2023. Stonefield Freight Brokerage, Inc. (a Delaware corporation) is a distinct legal entity organized under Delaware law; a separate Delaware UCC-1 filing may be required to perfect the security interest against Stonefield Freight Brokerage, Inc. as a debtor in its own right. This particular UCC-1 Financing Statement covers Stonefield Logistics Group Inc. only as the primary borrower and grantor under the Mezzanine Pledge and Security Agreement described herein.
Box 3 — SECURED PARTY INFORMATION
Box 4 — COLLATERAL DESCRIPTION
This financing statement covers the following collateral:
All assets of the Debtor, whether now owned or hereafter acquired, wherever located, including without limitation:
(a) All accounts, accounts receivable, and payment intangibles, including without limitation all rights to payment of a monetary obligation, whether or not earned by performance, and all health-care-insurance receivables;
(b) All chattel paper (whether tangible or electronic), including without limitation all records or writings that evidence both a monetary obligation and a security interest in specific goods, a security interest in specific goods and software used in the goods, a security interest in specific goods and a lease of specific goods, or a lease of specific goods and a license of software used in the goods;
(c) All deposit accounts, including without limitation all demand, time, savings, passbook, and similar accounts maintained with a bank or other financial institution, together with all funds, cash, and cash equivalents on deposit therein or credited thereto;
(d) All documents, including without limitation all documents of title, bills of lading, dock warrants, dock receipts, warehouse receipts, and orders for the delivery of goods, and all other documents which in the regular course of business or financing are treated as adequately evidencing that the person in possession or control of the document is entitled to receive, control, hold, and dispose of the document and the goods it covers;
(e) All equipment (including without limitation all vehicles, tractors, trailers, rolling stock, intermodal containers, chassis, fleet assets, forklifts, material handling equipment, warehouse racking systems, loading dock equipment, refrigeration units, GPS and telematics systems, computer hardware, telecommunications equipment, office furniture, fixtures, and all other tangible personal property not constituting inventory), together with all accessories, attachments, parts, tools, and additions thereto and replacements therefor;
(f) All fixtures, including without limitation all goods that have become so related to particular real property that an interest in them arises under real property law;
(g) All general intangibles (including without limitation all intellectual property, software, patents, patent applications, trademarks, trademark applications, trade names, service marks, copyrights, copyright registrations, licenses, permits, franchises, contract rights, customer lists, route lists, proprietary databases, algorithms, domain names, internet properties, and all goodwill associated therewith or symbolized thereby), and all rights and interests arising under or in connection with any contract, agreement, or arrangement to which the Debtor is or becomes a party;
(h) All goods (including all inventory and equipment), whether tangible or otherwise, and including all embedded software to the extent included in the definition of "goods" under applicable law;
(i) All instruments (including without limitation all promissory notes, drafts, checks, and certificates of deposit), and all other negotiable instruments and writings that evidence a right to the payment of a monetary obligation;
(j) All inventory, including without limitation all goods held for sale or lease or to be furnished under contracts of service, all raw materials, work in process, and finished goods, all materials used or consumed in the Debtor's business, and all fuel, lubricants, parts, and supplies held by the Debtor;
(k) All investment property (including without limitation all securities, whether certificated or uncertificated, all securities accounts, all securities entitlements, all commodity contracts, all commodity accounts, and all equity interests), including but not limited to:
(i) 100% of the issued and outstanding equity interests (including all shares of capital stock, whether common or preferred) of Stonefield Intermodal Services, Inc., a Texas corporation;
(ii) 100% of the membership interests (including all limited liability company interests, units, and participation rights) of Stonefield Fleet Management, LLC, a Texas limited liability company;
(iii) 100% of the issued and outstanding capital stock (including all shares of common stock and preferred stock, if any) of Stonefield Freight Brokerage, Inc., a Delaware corporation;
together with all dividends, distributions, return of capital, interest, cash, instruments, rights, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing equity interests, and all warrants, options, or other rights to acquire any of the foregoing;
(l) All letter-of-credit rights, including without limitation all rights to payment or performance under a letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance;
(m) All money, including without limitation all coins, currency, and funds, whether held in any deposit account or otherwise;
(n) All oil, gas, and other minerals before extraction, and all as-extracted collateral (to the extent applicable to the Debtor's business operations);
(o) All commercial tort claims of the Debtor, as identified from time to time in a written supplement to the Mezzanine Pledge and Security Agreement in accordance with the terms thereof;
(p) All supporting obligations, including without limitation all letters of credit, guaranties, suretyship agreements, and other secondary obligations that support the payment or performance of any of the foregoing collateral;
(q) All proceeds and products of any and all of the foregoing collateral, in whatever form, including without limitation:
(i) all insurance proceeds and all claims against third parties for loss, damage, or destruction of any of the foregoing collateral;
(ii) all cash and non-cash proceeds;
(iii) all accounts, chattel paper, deposit accounts, documents, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, money, and supporting obligations arising from or relating to the sale, lease, license, exchange, collection, or other disposition of any of the foregoing collateral; and
(iv) all products of the foregoing, including goods, accounts, and general intangibles arising from, or consisting of, any of the foregoing collateral.
Box 5 — ALTERNATIVE DESIGNATION
Not Applicable. This is a standard secured transaction filing. None of the following alternative designations apply to this filing:
Lessee/Lessor
Consignee/Consignor
Bailee/Bailor
Seller/Buyer
Agricultural Lien
Non-UCC Filing
Box 6 — OPTIONAL FILER REFERENCE DATA
Reference:
Mezzanine Credit Agreement, dated as of September 14, 2023, among Stonefield Logistics Group Inc., as Borrower, Ridgeline Mezzanine Capital Fund III, LP, as Mezzanine Lender, and the guarantors party thereto from time to time.
Additional Reference:
Mezzanine Pledge and Security Agreement, dated as of September 14, 2023, among Stonefield Logistics Group Inc. and the other grantors party thereto, in favor of Ridgeline Mezzanine Capital Fund III, LP, as Mezzanine Lender.
Filer's Internal Reference:
Calderwood & Harkness LLP, Matter No. 1012-00001 Billing Code: 231892.SLG
Box 7 — FILER / PREPARED BY
ADDENDUM — UCC FINANCING STATEMENT ADDENDUM (Form UCC1Ad)
This Addendum is filed in connection with and as a supplement to the UCC Financing Statement (Form UCC1) filed contemporaneously herewith, Filing Number 2023-4871263, dated September 29, 2023, with the Delaware Secretary of State, Division of Corporations.
Debtor Name (as set forth in box 1):
Stonefield Logistics Group Inc.
Secured Party Name (as set forth in box 3):
Ridgeline Mezzanine Capital Fund III, LP
Purpose of Addendum:
This Addendum is filed to provide additional space for the collateral description set forth in box 4 of the UCC Financing Statement, to the extent that the collateral description in the initial filing form was insufficient to contain the complete description of collateral. The collateral description set forth in box 4 of the UCC Financing Statement is hereby incorporated by reference in its entirety. To the extent of any conflict between the terms of this Addendum and the terms of the UCC Financing Statement, the terms of the UCC Financing Statement shall control.
No additional collateral beyond that described in box 4 of the UCC Financing Statement is intended to be covered by this Addendum.
FILING CONTEXT MEMORANDUM
(Internal — Not Part of Filed Form)
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT PREPARED BY CALDERWOOD & HARKNESS LLP MATTER NO. 1012-00001
1. Underlying Transaction
This UCC-1 Financing Statement is filed in connection with a $120,000,000 mezzanine term loan extended by Ridgeline Mezzanine Capital Fund III, LP (the "Mezzanine Lender") to Stonefield Logistics Group Inc. (the "Borrower") pursuant to the Mezzanine Credit Agreement dated as of September 14, 2023. The mezzanine term loan bears interest at a blended rate of 1,100 basis points, comprised of 850 basis points cash pay and 250 basis points paid-in-kind (PIK). The mezzanine term loan matures on September 29, 2029. The Mezzanine Credit Agreement is governed by the laws of the State of New York.
2. Lien Priority
This UCC-1 filing perfects a second-priority security interest in substantially all assets of Stonefield Logistics Group Inc. The security interest created under the Mezzanine Pledge and Security Agreement dated September 14, 2023 is expressly subordinate and junior to the first-priority security interest of Whitmore National Bank, N.A., as Collateral Agent, granted in connection with the Amended and Restated Credit Agreement dated as of April 7, 2022, among Stonefield Logistics Group Inc., as Borrower, the lenders party thereto from time to time, and Whitmore National Bank, N.A., as Administrative Agent and Collateral Agent.
The relative priority, rights, and remedies of the Senior Agent and the Mezzanine Lender with respect to the shared collateral are governed by the Intercreditor Agreement dated as of September 14, 2023, among:
•  Whitmore National Bank, N.A., as Senior Agent (on behalf of the senior secured parties);
•  Ridgeline Mezzanine Capital Fund III, LP, as Mezzanine Lender; and
•  Stonefield Logistics Group Inc., as Borrower (acknowledged and consented).
3. Existing Senior UCC Filings
The following existing UCC-1 financing statements have been identified through the pre-closing lien search conducted by Calderwood & Harkness LLP and confirmed by the UCC Lien Search Memorandum dated September 12, 2023:
The Mezzanine Lender's second-priority security interest, as perfected by this UCC-1 filing and the companion Texas filings, is expressly subordinated to the security interests perfected by the above-referenced senior filings, in accordance with the terms of the Intercreditor Agreement.
4. Companion Filings
In addition to this Delaware UCC-1 filing, the following companion UCC-1 Financing Statements were filed on September 29, 2023 to perfect the Mezzanine Lender's second-priority security interest in the assets of the subsidiary guarantors organized in Texas:
Texas Secretary of State — UCC-1 Financing Statement
•  Debtors: (i) Stonefield Intermodal Services, Inc. (Texas corporation, EIN 84-5712938) and (ii) Stonefield Fleet Management, LLC (Texas limited liability company, EIN 84-6201445)
•  Secured Party: Ridgeline Mezzanine Capital Fund III, LP
•  Collateral: All assets of each Debtor, whether now owned or hereafter acquired, wherever located (substantially similar collateral description to box 4 of this filing, adapted for each subsidiary's asset base)
•  Filing Date: September 29, 2023
•  Filing Number: To be confirmed upon receipt of filed-stamped acknowledgment from the Texas Secretary of State
5. Note on Parent Equity Pledge
The pledge of 100% of the equity interests in Stonefield Logistics Group Inc. by Cascade Ridge SLG Holdings, LLC (the parent holding company) in favor of Ridgeline Mezzanine Capital Fund III, LP constitutes a first-priority pledge that is not shared with the senior secured facility. This parent equity pledge is perfected separately and is not covered by this UCC-1 filing. Cascade Ridge SLG Holdings, LLC is a distinct legal entity (a Delaware limited liability company) and would require its own UCC-1 filing as debtor if UCC Article 9 perfection is applicable to the parent equity pledge. A separate analysis has been prepared by Calderwood & Harkness LLP addressing the perfection requirements for the Cascade Ridge parent pledge, including consideration of whether the equity interests in Stonefield Logistics Group Inc. are certificated or uncertificated securities and the appropriate method of perfection (control, possession, or filing).
6. Continuation Filing Requirement
This UCC-1 Financing Statement is effective for a period of five (5) years from the filing date, expiring on September 29, 2028. Pursuant to Section 9-515 of the Delaware UCC, a continuation statement (Form UCC3) must be filed within the six-month period prior to the lapse date (i.e., between March 29, 2028 and September 29, 2028) in order to maintain the effectiveness of this financing statement and the perfection of the Mezzanine Lender's security interest through the mezzanine term loan maturity date of September 29, 2029.
Critical Date Summary:
Calderwood & Harkness LLP will calendar the continuation filing window and provide advance notice to the Mezzanine Lender no later than January 2028 to ensure timely filing of the UCC-3 continuation statement. Failure to file a timely continuation statement would result in the lapse of the financing statement and the loss of perfection, which would subordinate the Mezzanine Lender's security interest to subsequently perfected interests and could result in the Mezzanine Lender holding an unperfected security interest during the final year of the mezzanine term loan.
— END OF UCC-1 FINANCING STATEMENT AND FILING CONTEXT MEMORANDUM —
This UCC-1 Financing Statement has been prepared by Calderwood & Harkness LLP, as counsel to the Debtor, Stonefield Logistics Group Inc., in connection with the Mezzanine Credit Agreement and related transaction documents dated as of September 14, 2023. This filing is made for the benefit of Ridgeline Mezzanine Capital Fund III, LP, as Secured Party. All questions regarding this filing should be directed to Daniel Obi, Lead Associate, Banking & Finance, Calderwood & Harkness LLP, 601 Lexington Avenue, New York, New York 10022, telephone (212) 558-4000.
Field | Information
1a. Organization's Name: | Stonefield Logistics Group Inc.
1b. Mailing Address: | 4800 Commerce Parkway, Suite 1200
1c. City: | Fort Worth
1d. State: | TX (Texas)
1e. Postal Code: | 76107
1f. Country: | United States
1g. Tax ID / EIN: | 84-3217650
1h. Type of Organization: | Corporation
1i. Jurisdiction of Organization: | Delaware
1j. Organizational Identification Number: | 7493218 (Delaware File Number)
Field | Information
3a. Organization's Name: | Ridgeline Mezzanine Capital Fund III, LP
3b. Mailing Address: | 767 Lexington Avenue, 22nd Floor
3c. City: | New York
3d. State: | NY (New York)
3e. Postal Code: | 10065
3f. Country: | United States
Field | Information
Filing Prepared By: | Calderwood & Harkness LLP, as counsel to Debtor (Stonefield Logistics Group Inc.)
Contact Person: | Daniel Obi, Lead Associate, Banking & Finance
Contact Address: | 601 Lexington Avenue, New York, New York 10022
Telephone: | (212) 558-4000
Filing Jurisdiction | Filing No. | Debtor | Secured Party | Filing Date | Status
Delaware SOS | 2022-1394872 | Stonefield Logistics Group Inc. | Whitmore National Bank, N.A. (as Collateral Agent) | April 7, 2022 | Active
Delaware SOS | 2022-1394903 | Stonefield Freight Brokerage, Inc. | Whitmore National Bank, N.A. (as Collateral Agent) | April 7, 2022 | Active
Texas SOS | 22-0047829114 | Stonefield Intermodal Services, Inc. | Whitmore National Bank, N.A. (as Collateral Agent) | April 8, 2022 | Active
Texas SOS | 22-0047829138 | Stonefield Fleet Management, LLC | Whitmore National Bank, N.A. (as Collateral Agent) | April 8, 2022 | Active
Event | Date
UCC-1 Filing Date | September 29, 2023
UCC-1 Lapse Date (absent continuation) | September 29, 2028
Earliest Date for Continuation Filing | March 29, 2028
Latest Date for Continuation Filing | September 29, 2028
Mezzanine Term Loan Maturity Date | September 29, 2029
Second Continuation Filing Deadline (if applicable) | September 29, 2033

UCC FINANCING STATEMENT

RETURN ACKNOWLEDGMENT COPY TO:

FILING CONTEXT MEMORANDUM

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