1012-00001 · Client 1012 · UCC/Perfection

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

MEMORANDUM

TO: Daniel Obi, Associate, Calderwood & Harkness LLP Stephanie Okafor, Partner, Calderwood & Harkness LLP

FROM: Lisa Morrow, Associate, Calderwood & Harkness LLP

DATE: September 12, 2023

RE: UCC Lien Search Results — Stonefield Logistics Group Inc. $120,000,000 Mezzanine Financing

Matter No.: 1012-00001

Billing Code: 231892.SLG

I. Purpose and Scope of Memorandum

The purpose of this memorandum is to summarize the results of pre-closing Uniform Commercial Code ("UCC") lien searches conducted in connection with the proposed $120,000,000 mezzanine term loan (the "Mezzanine Facility") from Ridgeline Mezzanine Capital Fund III, LP ("Ridgeline" or the "Mezzanine Lender") to Stonefield Logistics Group Inc. ("Stonefield" or the "Borrower"). This memorandum is intended to provide the deal team with a comprehensive analysis of the current UCC filing landscape for the Borrower and its affiliates, so that Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") may advise the client with respect to lien priority, perfection requirements, and any issues that may require resolution prior to closing.

As background, under the Mezzanine Pledge and Security Agreement dated September 14, 2023 (the "Mezzanine Security Agreement"), Ridgeline will receive a second-priority perfected security interest in substantially all assets of Stonefield and the subsidiary guarantors (collectively, the "Obligors"). In addition, under the Parent Equity Pledge Agreement dated September 14, 2023 (the "Parent Equity Pledge Agreement"), Ridgeline will receive a first-priority pledge of 100% of the membership interests in Stonefield held by Cascade Ridge SLG Holdings, LLC ("Cascade Ridge Holdings" or the "Parent"). The Mezzanine Facility is structured to sit behind the existing senior credit facility in priority with respect to personal property collateral, while the equity pledge at the holding company level is intended to be first-priority and unencumbered by prior liens.

The lien searches were undertaken for the following purposes:

(a) to confirm the existence, scope, and status of existing UCC filings in favor of Whitmore National Bank, N.A. ("Whitmore"), in its capacity as Collateral Agent under the Amended and Restated Credit Agreement dated as of April 7, 2022 (the "Senior Credit Agreement"), among Stonefield, Whitmore as Administrative Agent and Collateral Agent, and the senior lender syndicate (the "Senior Credit Facility");

(b) to identify any competing, unexpected, or unauthorized liens that could affect the priority of the mezzanine security interests to be granted in favor of Ridgeline;

(c) to confirm the absence of any UCC filings against Cascade Ridge Holdings, thereby supporting the first-priority nature of the equity pledge in favor of Ridgeline under the Parent Equity Pledge Agreement;

(d) to confirm the absence of any federal tax liens, state tax liens, or judgment liens filed against any of the searched entities; and

(e) to support the conclusions to be rendered in the Calderwood & Harkness UCC/Lien Perfection Opinion to be delivered at closing.

The lien searches were ordered on September 7, 2023, through Penrose Software, a nationally recognized third-party search vendor engaged by Calderwood & Harkness for purposes of this transaction. Search results were received between September 9, 2023 and September 11, 2023. All search results have been reviewed by the undersigned and are summarized herein. Copies of the original search reports are attached as Exhibits A and B to this memorandum.

It should be noted that UCC search results reflect filings indexed by the applicable filing office as of the date and time of the search, and do not capture any filings that may have been submitted but not yet indexed, or any filings made after the search date. As a result, we recommend that updated "bring-down" searches be conducted immediately prior to the anticipated closing date of September 29, 2023, to confirm that no intervening filings have been made against any of the Obligors or the Parent. This is standard practice in secured lending transactions and will be coordinated by the undersigned in advance of closing.

II. Entities Searched

The following table sets forth each debtor entity for which UCC lien searches were conducted, including the entity type, jurisdiction of organization, employer identification number ("EIN"), and the filing jurisdiction(s) in which searches were performed:

Under Section 9-301(1) of the Uniform Commercial Code, as adopted in each applicable jurisdiction, the law of the jurisdiction in which a debtor is organized governs perfection of a security interest by filing. Accordingly, for registered organizations (i.e., corporations and limited liability companies), UCC financing statements must be filed with the filing office of the debtor's state of organization. For each of the Delaware-organized entities — Stonefield Logistics Group Inc., Cascade Ridge SLG Holdings, LLC, and Stonefield Freight Brokerage, Inc. — the appropriate filing office is the Delaware Secretary of State, Division of Corporations, located in Dover, Delaware. For each of the Texas-organized entities — Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC — the appropriate filing office is the Texas Secretary of State, UCC Section, located in Austin, Texas.

We note for the record that the registered agent for all three Delaware-organized entities is Pinnacle Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The registered agent information was confirmed through our independent review of good standing certificates and organizational documents obtained in connection with the closing diligence for the Mezzanine Facility, and is consistent with the information reflected in the Delaware Secretary of State's online records.

The entity names used in the search requests were derived from the exact legal names set forth in the respective certificates of incorporation, certificates of formation, and other organizational documents reviewed by the Firm. As discussed further in Section VI.B below, the debtor names reflected in the existing senior filings match the exact legal names confirmed through our organizational document review, and we will use identical debtor names in the mezzanine UCC-1 filings to ensure consistency and proper indexing by the filing offices.

III. Summary of Search Results

A. Overview

The UCC lien searches revealed existing UCC-1 financing statements filed by Whitmore National Bank, N.A., in its capacity as Collateral Agent under the Senior Credit Facility, for each of the Borrower and the subsidiary guarantors — Stonefield Intermodal Services, Inc., Stonefield Fleet Management, LLC, and Stonefield Freight Brokerage, Inc. These filings were expected and are consistent with the first-priority senior lien structure disclosed by the Borrower and confirmed through our review of the Senior Credit Agreement and related senior loan documents.

Critically, no competing, unexpected, or unauthorized liens were identified against any of the searched entities. The search results do not reveal any UCC-1 financing statements in favor of any party other than Whitmore as Collateral Agent. In addition, no federal tax lien or judgment lien filings were discovered against any of the searched entities in either the Delaware or Texas search results.

The results are consistent with the representations and warranties to be made by Stonefield and the subsidiary guarantors in the Mezzanine Credit Agreement and the related Mezzanine Security Agreement, including without limitation the representation that no liens exist on the Obligors' assets other than the first-priority senior liens in favor of Whitmore as Collateral Agent and certain permitted liens as defined therein.

The absence of any UCC filings against Cascade Ridge SLG Holdings, LLC at the Delaware Secretary of State confirms that the 100% equity interest in Stonefield held by Cascade Ridge Holdings is not currently encumbered by any perfected security interest, which is consistent with the expected first-priority status of the equity pledge to be granted in favor of Ridgeline under the Parent Equity Pledge Agreement.

A consolidated summary table of all search results is set forth in Section IV below.

B. Detailed Results by Debtor

The following sections set forth the detailed results of the UCC lien searches conducted for each debtor entity. For each filing identified, we provide the file number, date of filing, secured party, debtor, collateral description, amendment history, and current status.

1. Stonefield Logistics Group Inc. (Delaware Secretary of State)

A search of the records of the Delaware Secretary of State, Division of Corporations, UCC filing records, using the debtor name "Stonefield Logistics Group Inc." returned one active UCC-1 financing statement. No other filings — whether UCC-1 financing statements, federal tax liens, state tax liens, or judgment liens — were identified against this debtor.

Filing 1:

File Number: 2019-7834521

Date Filed: November 15, 2019

Secured Party: Whitmore National Bank, N.A., as Collateral Agent 350 Park Avenue New York, New York 10022

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

Collateral Description: All assets of the Debtor, including but not limited to all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, letters of credit, money, and all proceeds and products thereof.

Amendments: A UCC-3 amendment was filed on April 7, 2022, which amended and restated the collateral description in conformity with the Amended and Restated Credit Agreement of the same date. No termination statements have been filed with respect to this financing statement.

Continuation: A UCC-3 continuation statement is expected to be required on or before November 15, 2024, the five-year anniversary of the original filing date, in order to maintain the effectiveness of this financing statement. Under UCC §9-515(d), a continuation statement may be filed within the six-month period preceding the lapse date (i.e., between May 15, 2024 and November 15, 2024).

Status: Active.

No other filings were found against this debtor.

2. Cascade Ridge SLG Holdings, LLC (Delaware Secretary of State)

A search of the records of the Delaware Secretary of State, Division of Corporations, UCC filing records, using the debtor name "Cascade Ridge SLG Holdings, LLC" returned no results. No UCC-1 financing statements, federal tax liens, state tax liens, or judgment liens were identified against this debtor.

This result is consistent with our expectation. The Senior Credit Facility does not include a pledge of the equity interests in Stonefield Logistics Group Inc. held by the Parent. Accordingly, no UCC-1 financing statement has been filed against Cascade Ridge Holdings in connection with the Senior Credit Facility or otherwise. The Parent Equity Pledge Agreement in favor of Ridgeline will constitute a first-priority security interest in 100% of the equity interests in Stonefield held by Cascade Ridge Holdings.

To perfect the equity pledge, a new UCC-1 financing statement should be filed with the Delaware Secretary of State at closing, naming Ridgeline Mezzanine Capital Fund III, LP as secured party and Cascade Ridge SLG Holdings, LLC as debtor, covering the pledged equity interests in Stonefield Logistics Group Inc. A draft of this filing is included in Exhibit C to this memorandum for the deal team's review.

3. Stonefield Intermodal Services, Inc. (Texas Secretary of State)

A search of the records of the Texas Secretary of State, UCC Section, using the debtor name "Stonefield Intermodal Services, Inc." returned one active UCC-1 financing statement. No other filings were identified against this debtor.

Filing 1:

File Number: 19-0043287651

Date Filed: November 15, 2019

Secured Party: Whitmore National Bank, N.A., as Collateral Agent 350 Park Avenue New York, New York 10022

Debtor: Stonefield Intermodal Services, Inc. (Texas corporation, EIN 75-6849321)

Collateral Description: All assets of the Debtor, including all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, and all proceeds and products thereof.

Amendments: A UCC-3 amendment was filed on April 7, 2022, conforming the financing statement to the Amended and Restated Credit Agreement of the same date. No termination statements have been filed.

Status: Active.

No other filings were found against this debtor.

4. Stonefield Fleet Management, LLC (Texas Secretary of State)

A search of the records of the Texas Secretary of State, UCC Section, using the debtor name "Stonefield Fleet Management, LLC" returned one active UCC-1 financing statement. No other filings were identified against this debtor.

Filing 1:

File Number: 19-0043287709

Date Filed: November 15, 2019

Secured Party: Whitmore National Bank, N.A., as Collateral Agent 350 Park Avenue New York, New York 10022

Debtor: Stonefield Fleet Management, LLC (Texas limited liability company, EIN 75-6912488)

Amendments: A UCC-3 amendment was filed on April 7, 2022, conforming the financing statement to the Amended and Restated Credit Agreement of the same date. No termination statements have been filed.

Status: Active.

No other filings were found against this debtor.

5. Stonefield Freight Brokerage, Inc. (Delaware Secretary of State)

A search of the records of the Delaware Secretary of State, Division of Corporations, UCC filing records, using the debtor name "Stonefield Freight Brokerage, Inc." returned one active UCC-1 financing statement. No other filings were identified against this debtor.

Filing 1:

File Number: 2019-7834598

Date Filed: November 15, 2019

Secured Party: Whitmore National Bank, N.A., as Collateral Agent 350 Park Avenue New York, New York 10022

Debtor: Stonefield Freight Brokerage, Inc. (Delaware corporation, EIN 84-3306715)

Amendments: A UCC-3 amendment was filed on April 7, 2022, conforming the financing statement to the Amended and Restated Credit Agreement of the same date. No termination statements have been filed.

Status: Active.

No other filings were found against this debtor.

IV. Consolidated Summary Table

The following table provides a consolidated view of all UCC filings identified across all debtors and jurisdictions. This summary is intended to facilitate a quick reference for the deal team and for inclusion in closing documentation as appropriate.

As reflected in the table above, four active UCC-1 financing statements were identified, all of which are held by Whitmore National Bank, N.A. as Collateral Agent under the Senior Credit Facility. No filings were found against Cascade Ridge SLG Holdings, LLC. No filings by any other secured party were identified in any jurisdiction.

V. Analysis and Observations

A. Consistency with Senior Credit Facility

All identified UCC filings are fully consistent with the Senior Credit Facility, which is governed by the Amended and Restated Credit Agreement, dated as of April 7, 2022, among Stonefield Logistics Group Inc. as Borrower, the subsidiary guarantors, Whitmore National Bank, N.A. as Administrative Agent and Collateral Agent, and the senior lender syndicate. The senior lender syndicate consists of the following institutions and commitments:

• Whitmore National Bank, N.A. — $90,000,000 hold

• Greystone Commercial Lending Corp. — $75,000,000

• Heritage Pacific Bank — $60,000,000

• Clearfield Capital Finance, LLC — $50,000,000

The aggregate senior facility commitment is $275,000,000.

The original UCC-1 filing dates of November 15, 2019 correspond to the date of the original Senior Credit Agreement and the date of Cascade Ridge Capital Partners, LLC's leveraged acquisition of Stonefield. This is consistent with the typical practice of filing UCC-1 financing statements simultaneously with the closing of the acquisition financing. The UCC-3 amendments filed on April 7, 2022 correspond to the date the Senior Credit Agreement was amended and restated, reflecting the refinancing and upsizing of the senior facility at that time. Our review of the amendment filings confirms that they were filed as amendments to the collateral description rather than as terminations and refilings, which preserved the original November 15, 2019 filing priority date for the senior liens.

B. Absence of Competing Liens

No filings by any party other than Whitmore National Bank, N.A. as Collateral Agent were identified in any jurisdiction searched. This is a significant and favorable finding for purposes of the Mezzanine Facility. The absence of competing liens confirms that no other creditor has a perfected security interest in the assets of the Borrower or the subsidiary guarantors, and that no third-party lien claimant would hold priority over or pari passu with the mezzanine security interests to be granted to Ridgeline.

Additionally, no federal tax liens, state tax liens, or judgment liens were identified in either the Delaware or Texas search results. Federal tax liens, if any existed, would typically be filed with the applicable state filing office (in Delaware, the office of the Recorder of Deeds in the county of the debtor's principal executive office; in Texas, the county clerk's office) as well as with the relevant IRS district office. While the scope of our UCC-focused searches through the state secretaries of state may not capture all federal or state tax lien filings in every possible location, the absence of any such filings in the records of the Delaware and Texas Secretaries of State is a positive indicator. We note that separate federal and state tax lien searches at the county level were not included in the scope of the searches ordered and may be recommended as an additional closing condition depending on the lender's requirements.

The clean lien profile supports the Borrower's representations to be made under the Mezzanine Credit Agreement regarding the absence of liens other than permitted liens, and is consistent with the compliance certificate and officer's certificate to be delivered at closing.

C. Collateral Coverage

All of the senior UCC-1 filings describe the collateral as "all assets" of the respective debtor, including comprehensive enumerations of UCC Article 9 collateral categories (accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, and proceeds). This blanket "all assets" description is consistent with the first-priority security interest granted under the Senior Credit Agreement and the related pledge and security agreement executed in connection therewith.

Under the Mezzanine Facility, Ridgeline will receive a second-priority security interest in the same collateral package. The relative priority of the senior and mezzanine liens, as well as the respective rights and remedies of the Senior Agent and the Mezzanine Lender with respect to the shared collateral, will be governed by the Intercreditor Agreement dated September 14, 2023 (the "Intercreditor Agreement"), among Whitmore National Bank, N.A. as Senior Agent, Ridgeline Mezzanine Capital Fund III, LP as Mezzanine Lender, and acknowledged by Stonefield and the subsidiary guarantors. Our filing of second-priority UCC-1 financing statements in favor of Ridgeline at closing is consistent with and contemplated by the Intercreditor Agreement.

With respect to the Parent Equity Pledge, our search confirms that the 100% equity interest in Stonefield held by Cascade Ridge SLG Holdings, LLC is not encumbered by any existing UCC filing. This finding confirms the first-priority status of the security interest to be granted to Ridgeline under the Parent Equity Pledge Agreement. Because no prior UCC-1 financing statement has been filed against Cascade Ridge Holdings covering any collateral — including the pledged equity interests — Ridgeline's UCC-1 filing at closing will establish first-in-time perfection priority under UCC §9-322(a)(1).

D. Continuation Filing Observation

The original UCC-1 financing statements for all four Obligor entities were filed on November 15, 2019. Under UCC §9-515(a), a filed financing statement is effective for a period of five years after the date of filing, unless a continuation statement is filed in accordance with UCC §9-515(d). If a continuation statement is not timely filed, the financing statement lapses and the security interest becomes unperfected, unless perfection is maintained by an alternative method.

The five-year anniversary of the original filings falls on November 15, 2024. Under UCC §9-515(d), a continuation statement may be filed only within the six-month period preceding the lapse date — that is, between May 15, 2024 and November 15, 2024. A continuation statement filed before May 15, 2024 would be ineffective.

Calderwood & Harkness should flag this timing for client awareness and communicate the same to Ridgeline's counsel. A lapse in the senior lien perfection could have significant consequences for the intercreditor lien priority framework established by the Intercreditor Agreement. If the senior UCC-1 filings were to lapse, the mezzanine UCC-1 filings (which will be filed at closing on September 29, 2023) could potentially become the first-in-time perfected filings, disrupting the intended first-lien/second-lien priority structure. While we expect that Whitmore as Collateral Agent (or its counsel) will timely file the required continuation statements, we recommend that the closing documentation include a covenant or acknowledgment from the Borrower requiring notice to the Mezzanine Lender in the event that the senior continuation statements are not timely filed. Alternatively, Ridgeline's counsel may wish to calendar the May 15, 2024 through November 15, 2024 window independently to monitor compliance.

VI. Recommendations

Based on the foregoing analysis of the UCC lien search results, we make the following recommendations to the deal team.

A. Proceed with Mezzanine UCC-1 Filings

The search results confirm a clean lien environment with no competing or unexpected filings. Accordingly, we recommend proceeding with the preparation and filing of the following UCC-1 financing statements at or immediately prior to closing on September 29, 2023:

1. Delaware Secretary of State — Stonefield Logistics Group Inc. Filing of a UCC-1 financing statement naming Ridgeline Mezzanine Capital Fund III, LP as secured party and Stonefield Logistics Group Inc. as debtor, covering a second-priority security interest in substantially all assets of the debtor, as described in the Mezzanine Security Agreement.

2. Delaware Secretary of State — Cascade Ridge SLG Holdings, LLC. Filing of a UCC-1 financing statement naming Ridgeline Mezzanine Capital Fund III, LP as secured party and Cascade Ridge SLG Holdings, LLC as debtor, covering a first-priority pledge of 100% of the equity interests in Stonefield Logistics Group Inc. held by the debtor, as described in the Parent Equity Pledge Agreement.

3. Delaware Secretary of State — Stonefield Freight Brokerage, Inc. Filing of a UCC-1 financing statement naming Ridgeline Mezzanine Capital Fund III, LP as secured party and Stonefield Freight Brokerage, Inc. as debtor, covering a second-priority security interest in substantially all assets of the debtor, as described in the Mezzanine Security Agreement.

4. Texas Secretary of State — Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC. Filing of UCC-1 financing statements naming Ridgeline Mezzanine Capital Fund III, LP as secured party and each of Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC as debtor, covering a second-priority security interest in substantially all assets of the respective Texas subsidiary guarantors, as described in the Mezzanine Security Agreement.

Drafts of the foregoing UCC-1 financing statements have been prepared and are attached as Exhibit C to this memorandum for the deal team's review and comment. Filing fees for Delaware UCC-1 financing statements are currently $281.00 per filing; filing fees for Texas UCC-1 financing statements are currently $25.00 per filing. We will coordinate with the filing vendor to ensure same-day or next-day filing upon instruction from the deal team at closing.

B. Confirm Debtor Names

All debtor names reflected in the existing senior UCC filings appear to match the exact legal names of the respective entities as confirmed through our review of certificates of incorporation, certificates of formation, and good standing certificates obtained in connection with the organizational document review for the Mezzanine Facility. We will use identical debtor names in the mezzanine UCC-1 filings to ensure consistency and proper indexing by the filing offices.

We note that under UCC §9-503(a), a financing statement sufficiently provides the name of a registered organization debtor only if it provides the name of the debtor indicated on the public organic record of the debtor's jurisdiction of organization. A deviation from the exact legal name, even if minor, could render a filing "seriously misleading" under UCC §9-506 and potentially unperfected. Accordingly, we have taken care to verify the exact legal names and will use those names precisely in all filings.

C. UCC/Lien Perfection Opinion

The UCC lien search results summarized in this memorandum support the conclusions to be rendered in the Calderwood & Harkness UCC/Lien Perfection Opinion to be delivered at closing. Specifically, the search results provide the factual basis for the opinions regarding (i) the creation and attachment of the second-priority security interests granted under the Mezzanine Security Agreement, (ii) the perfection of such security interests upon the filing of UCC-1 financing statements with the appropriate filing offices, (iii) the creation and attachment of the first-priority security interest in the pledged equity interests granted under the Parent Equity Pledge Agreement, and (iv) the perfection of such security interest upon the filing of a UCC-1 financing statement with the Delaware Secretary of State.

The perfection opinion will be subject to customary assumptions and qualifications, including assumptions regarding the accuracy of the debtor information, the proper authorization of the security agreements, and the absence of intervening filings between the date of the lien searches and the date of closing. As noted above, we recommend that bring-down searches be conducted immediately prior to closing to confirm the continued accuracy of the search results summarized herein.

D. Intercreditor Agreement Coordination

The lien subordination framework established by the Intercreditor Agreement dated September 14, 2023, among Whitmore National Bank, N.A. as Senior Agent, Ridgeline Mezzanine Capital Fund III, LP as Mezzanine Lender, and acknowledged by Stonefield Logistics Group Inc. and the subsidiary guarantors, governs the relative priorities and remedies of the Senior Agent and the Mezzanine Lender with respect to the shared collateral. The Intercreditor Agreement contemplates that the Mezzanine Lender will file second-priority UCC-1 financing statements covering the same collateral categories encumbered by the senior UCC filings.

Our filing of second-priority UCC-1 financing statements at closing is consistent with and expressly contemplated by the Intercreditor Agreement. We have reviewed the relevant provisions of the Intercreditor Agreement and confirm that the proposed mezzanine filings are permitted under the terms thereof. We will coordinate with Whitmore's counsel, as necessary, to ensure that the senior agent has received notice of the mezzanine filings, as may be required under the notice provisions of the Intercreditor Agreement.

VII. Attachments

The following exhibits are attached to this memorandum and are incorporated herein by reference:

Exhibit A: Copies of UCC search reports from the Delaware Secretary of State for each of Stonefield Logistics Group Inc., Cascade Ridge SLG Holdings, LLC, and Stonefield Freight Brokerage, Inc. (search reports dated September 9–11, 2023, prepared by Penrose Software).

Exhibit B: Copies of UCC search reports from the Texas Secretary of State for each of Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC (search reports dated September 9–11, 2023, prepared by Penrose Software).

Exhibit C: Draft UCC-1 financing statements for the mezzanine filings (Delaware Secretary of State and Texas Secretary of State), prepared for review and comment by the deal team prior to closing. These drafts are subject to final approval by the Mezzanine Lender's counsel and by the deal team prior to submission for filing.

This memorandum has been prepared solely for the internal use of Calderwood & Harkness LLP and its client in connection with the matter referenced herein. This memorandum is protected by the attorney-client privilege and the work product doctrine and should not be disclosed to any third party without the prior written consent of the Firm.

Prepared by:

Lisa Morrow Associate Calderwood & Harkness LLP

Distribution:

Daniel Obi, Associate, Calderwood & Harkness LLP Stephanie Okafor, Partner, Calderwood & Harkness LLP Philip Hartmann, Partner, Calderwood & Harkness LLP (cc — billing partner awareness)

Copy to File: Matter No. 1012-00001

Debtor Entity	Entity Type	Jurisdiction of Organization	EIN	Search Jurisdiction(s)
Stonefield Logistics Group Inc.	Corporation	Delaware	84-3217650	Delaware Secretary of State
Cascade Ridge SLG Holdings, LLC	Limited Liability Company	Delaware	84-3195472	Delaware Secretary of State
Stonefield Intermodal Services, Inc.	Corporation	Texas	75-6849321	Texas Secretary of State
Stonefield Fleet Management, LLC	Limited Liability Company	Texas	75-6912488	Texas Secretary of State
Stonefield Freight Brokerage, Inc.	Corporation	Delaware	84-3306715	Delaware Secretary of State
Debtor	Filing Jurisdiction	File Number	Date Filed	Secured Party	Collateral	Amendments	Status
Stonefield Logistics Group Inc.	DE SOS	2019-7834521	11/15/2019	Whitmore National Bank, N.A. (Collateral Agent)	All assets	UCC-3 (4/7/2022)	Active
Stonefield Intermodal Services, Inc.	TX SOS	19-0043287651	11/15/2019	Whitmore National Bank, N.A. (Collateral Agent)	All assets	UCC-3 (4/7/2022)	Active
Stonefield Fleet Management, LLC	TX SOS	19-0043287709	11/15/2019	Whitmore National Bank, N.A. (Collateral Agent)	All assets	UCC-3 (4/7/2022)	Active
Stonefield Freight Brokerage, Inc.	DE SOS	2019-7834598	11/15/2019	Whitmore National Bank, N.A. (Collateral Agent)	All assets	UCC-3 (4/7/2022)	Active
Cascade Ridge SLG Holdings, LLC	DE SOS	—	—	—	—	—	No filings

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Daniel Obi, Associate, Calderwood & Harkness LLP Stephanie Okafor, Partner, Calderwood & Harkness LLP
FROM: Lisa Morrow, Associate, Calderwood & Harkness LLP
DATE: September 12, 2023
RE: UCC Lien Search Results — Stonefield Logistics Group Inc. $120,000,000 Mezzanine Financing
Matter No.: 1012-00001
Billing Code: 231892.SLG
I. Purpose and Scope of Memorandum
The purpose of this memorandum is to summarize the results of pre-closing Uniform Commercial Code ("UCC") lien searches conducted in connection with the proposed $120,000,000 mezzanine term loan (the "Mezzanine Facility") from Ridgeline Mezzanine Capital Fund III, LP ("Ridgeline" or the "Mezzanine Lender") to Stonefield Logistics Group Inc. ("Stonefield" or the "Borrower"). This memorandum is intended to provide the deal team with a comprehensive analysis of the current UCC filing landscape for the Borrower and its affiliates, so that Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") may advise the client with respect to lien priority, perfection requirements, and any issues that may require resolution prior to closing.
As background, under the Mezzanine Pledge and Security Agreement dated September 14, 2023 (the "Mezzanine Security Agreement"), Ridgeline will receive a second-priority perfected security interest in substantially all assets of Stonefield and the subsidiary guarantors (collectively, the "Obligors"). In addition, under the Parent Equity Pledge Agreement dated September 14, 2023 (the "Parent Equity Pledge Agreement"), Ridgeline will receive a first-priority pledge of 100% of the membership interests in Stonefield held by Cascade Ridge SLG Holdings, LLC ("Cascade Ridge Holdings" or the "Parent"). The Mezzanine Facility is structured to sit behind the existing senior credit facility in priority with respect to personal property collateral, while the equity pledge at the holding company level is intended to be first-priority and unencumbered by prior liens.
The lien searches were undertaken for the following purposes:
(a) to confirm the existence, scope, and status of existing UCC filings in favor of Whitmore National Bank, N.A. ("Whitmore"), in its capacity as Collateral Agent under the Amended and Restated Credit Agreement dated as of April 7, 2022 (the "Senior Credit Agreement"), among Stonefield, Whitmore as Administrative Agent and Collateral Agent, and the senior lender syndicate (the "Senior Credit Facility");
(b) to identify any competing, unexpected, or unauthorized liens that could affect the priority of the mezzanine security interests to be granted in favor of Ridgeline;
(c) to confirm the absence of any UCC filings against Cascade Ridge Holdings, thereby supporting the first-priority nature of the equity pledge in favor of Ridgeline under the Parent Equity Pledge Agreement;
(d) to confirm the absence of any federal tax liens, state tax liens, or judgment liens filed against any of the searched entities; and
(e) to support the conclusions to be rendered in the Calderwood & Harkness UCC/Lien Perfection Opinion to be delivered at closing.
The lien searches were ordered on September 7, 2023, through Penrose Software, a nationally recognized third-party search vendor engaged by Calderwood & Harkness for purposes of this transaction. Search results were received between September 9, 2023 and September 11, 2023. All search results have been reviewed by the undersigned and are summarized herein. Copies of the original search reports are attached as Exhibits A and B to this memorandum.
It should be noted that UCC search results reflect filings indexed by the applicable filing office as of the date and time of the search, and do not capture any filings that may have been submitted but not yet indexed, or any filings made after the search date. As a result, we recommend that updated "bring-down" searches be conducted immediately prior to the anticipated closing date of September 29, 2023, to confirm that no intervening filings have been made against any of the Obligors or the Parent. This is standard practice in secured lending transactions and will be coordinated by the undersigned in advance of closing.
II. Entities Searched
The following table sets forth each debtor entity for which UCC lien searches were conducted, including the entity type, jurisdiction of organization, employer identification number ("EIN"), and the filing jurisdiction(s) in which searches were performed:
Under Section 9-301(1) of the Uniform Commercial Code, as adopted in each applicable jurisdiction, the law of the jurisdiction in which a debtor is organized governs perfection of a security interest by filing. Accordingly, for registered organizations (i.e., corporations and limited liability companies), UCC financing statements must be filed with the filing office of the debtor's state of organization. For each of the Delaware-organized entities — Stonefield Logistics Group Inc., Cascade Ridge SLG Holdings, LLC, and Stonefield Freight Brokerage, Inc. — the appropriate filing office is the Delaware Secretary of State, Division of Corporations, located in Dover, Delaware. For each of the Texas-organized entities — Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC — the appropriate filing office is the Texas Secretary of State, UCC Section, located in Austin, Texas.
We note for the record that the registered agent for all three Delaware-organized entities is Pinnacle Corporate Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The registered agent information was confirmed through our independent review of good standing certificates and organizational documents obtained in connection with the closing diligence for the Mezzanine Facility, and is consistent with the information reflected in the Delaware Secretary of State's online records.
The entity names used in the search requests were derived from the exact legal names set forth in the respective certificates of incorporation, certificates of formation, and other organizational documents reviewed by the Firm. As discussed further in Section VI.B below, the debtor names reflected in the existing senior filings match the exact legal names confirmed through our organizational document review, and we will use identical debtor names in the mezzanine UCC-1 filings to ensure consistency and proper indexing by the filing offices.
III. Summary of Search Results
A. Overview
The UCC lien searches revealed existing UCC-1 financing statements filed by Whitmore National Bank, N.A., in its capacity as Collateral Agent under the Senior Credit Facility, for each of the Borrower and the subsidiary guarantors — Stonefield Intermodal Services, Inc., Stonefield Fleet Management, LLC, and Stonefield Freight Brokerage, Inc. These filings were expected and are consistent with the first-priority senior lien structure disclosed by the Borrower and confirmed through our review of the Senior Credit Agreement and related senior loan documents.
Critically, no competing, unexpected, or unauthorized liens were identified against any of the searched entities. The search results do not reveal any UCC-1 financing statements in favor of any party other than Whitmore as Collateral Agent. In addition, no federal tax lien or judgment lien filings were discovered against any of the searched entities in either the Delaware or Texas search results.
The results are consistent with the representations and warranties to be made by Stonefield and the subsidiary guarantors in the Mezzanine Credit Agreement and the related Mezzanine Security Agreement, including without limitation the representation that no liens exist on the Obligors' assets other than the first-priority senior liens in favor of Whitmore as Collateral Agent and certain permitted liens as defined therein.
The absence of any UCC filings against Cascade Ridge SLG Holdings, LLC at the Delaware Secretary of State confirms that the 100% equity interest in Stonefield held by Cascade Ridge Holdings is not currently encumbered by any perfected security interest, which is consistent with the expected first-priority status of the equity pledge to be granted in favor of Ridgeline under the Parent Equity Pledge Agreement.
A consolidated summary table of all search results is set forth in Section IV below.
B. Detailed Results by Debtor
The following sections set forth the detailed results of the UCC lien searches conducted for each debtor entity. For each filing identified, we provide the file number, date of filing, secured party, debtor, collateral description, amendment history, and current status.
1. Stonefield Logistics Group Inc. (Delaware Secretary of State)
A search of the records of the Delaware Secretary of State, Division of Corporations, UCC filing records, using the debtor name "Stonefield Logistics Group Inc." returned one active UCC-1 financing statement. No other filings — whether UCC-1 financing statements, federal tax liens, state tax liens, or judgment liens — were identified against this debtor.
Filing 1:
File Number: 2019-7834521
Date Filed: November 15, 2019
Secured Party: Whitmore National Bank, N.A., as Collateral Agent 350 Park Avenue New York, New York 10022
Debtor: Stonefield Logistics Group Inc. 4800 Commerce Parkway, Suite 1200 Fort Worth, Texas 76107
Collateral Description: All assets of the Debtor, including but not limited to all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, letters of credit, money, and all proceeds and products thereof.
Amendments: A UCC-3 amendment was filed on April 7, 2022, which amended and restated the collateral description in conformity with the Amended and Restated Credit Agreement of the same date. No termination statements have been filed with respect to this financing statement.
Continuation: A UCC-3 continuation statement is expected to be required on or before November 15, 2024, the five-year anniversary of the original filing date, in order to maintain the effectiveness of this financing statement. Under UCC §9-515(d), a continuation statement may be filed within the six-month period preceding the lapse date (i.e., between May 15, 2024 and November 15, 2024).
Status: Active.
No other filings were found against this debtor.
2. Cascade Ridge SLG Holdings, LLC (Delaware Secretary of State)
A search of the records of the Delaware Secretary of State, Division of Corporations, UCC filing records, using the debtor name "Cascade Ridge SLG Holdings, LLC" returned no results. No UCC-1 financing statements, federal tax liens, state tax liens, or judgment liens were identified against this debtor.
This result is consistent with our expectation. The Senior Credit Facility does not include a pledge of the equity interests in Stonefield Logistics Group Inc. held by the Parent. Accordingly, no UCC-1 financing statement has been filed against Cascade Ridge Holdings in connection with the Senior Credit Facility or otherwise. The Parent Equity Pledge Agreement in favor of Ridgeline will constitute a first-priority security interest in 100% of the equity interests in Stonefield held by Cascade Ridge Holdings.
To perfect the equity pledge, a new UCC-1 financing statement should be filed with the Delaware Secretary of State at closing, naming Ridgeline Mezzanine Capital Fund III, LP as secured party and Cascade Ridge SLG Holdings, LLC as debtor, covering the pledged equity interests in Stonefield Logistics Group Inc. A draft of this filing is included in Exhibit C to this memorandum for the deal team's review.
3. Stonefield Intermodal Services, Inc. (Texas Secretary of State)
A search of the records of the Texas Secretary of State, UCC Section, using the debtor name "Stonefield Intermodal Services, Inc." returned one active UCC-1 financing statement. No other filings were identified against this debtor.
Filing 1:
File Number: 19-0043287651
Date Filed: November 15, 2019
Secured Party: Whitmore National Bank, N.A., as Collateral Agent 350 Park Avenue New York, New York 10022
Debtor: Stonefield Intermodal Services, Inc. (Texas corporation, EIN 75-6849321)
Collateral Description: All assets of the Debtor, including all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, and all proceeds and products thereof.
Amendments: A UCC-3 amendment was filed on April 7, 2022, conforming the financing statement to the Amended and Restated Credit Agreement of the same date. No termination statements have been filed.
Status: Active.
No other filings were found against this debtor.
4. Stonefield Fleet Management, LLC (Texas Secretary of State)
A search of the records of the Texas Secretary of State, UCC Section, using the debtor name "Stonefield Fleet Management, LLC" returned one active UCC-1 financing statement. No other filings were identified against this debtor.
Filing 1:
File Number: 19-0043287709
Date Filed: November 15, 2019
Secured Party: Whitmore National Bank, N.A., as Collateral Agent 350 Park Avenue New York, New York 10022
Debtor: Stonefield Fleet Management, LLC (Texas limited liability company, EIN 75-6912488)
Collateral Description: All assets of the Debtor, including all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, and all proceeds and products thereof.
Amendments: A UCC-3 amendment was filed on April 7, 2022, conforming the financing statement to the Amended and Restated Credit Agreement of the same date. No termination statements have been filed.
Status: Active.
No other filings were found against this debtor.
5. Stonefield Freight Brokerage, Inc. (Delaware Secretary of State)
A search of the records of the Delaware Secretary of State, Division of Corporations, UCC filing records, using the debtor name "Stonefield Freight Brokerage, Inc." returned one active UCC-1 financing statement. No other filings were identified against this debtor.
Filing 1:
File Number: 2019-7834598
Date Filed: November 15, 2019
Secured Party: Whitmore National Bank, N.A., as Collateral Agent 350 Park Avenue New York, New York 10022
Debtor: Stonefield Freight Brokerage, Inc. (Delaware corporation, EIN 84-3306715)
Collateral Description: All assets of the Debtor, including all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, and all proceeds and products thereof.
Amendments: A UCC-3 amendment was filed on April 7, 2022, conforming the financing statement to the Amended and Restated Credit Agreement of the same date. No termination statements have been filed.
Status: Active.
No other filings were found against this debtor.
IV. Consolidated Summary Table
The following table provides a consolidated view of all UCC filings identified across all debtors and jurisdictions. This summary is intended to facilitate a quick reference for the deal team and for inclusion in closing documentation as appropriate.
As reflected in the table above, four active UCC-1 financing statements were identified, all of which are held by Whitmore National Bank, N.A. as Collateral Agent under the Senior Credit Facility. No filings were found against Cascade Ridge SLG Holdings, LLC. No filings by any other secured party were identified in any jurisdiction.
V. Analysis and Observations
A. Consistency with Senior Credit Facility
All identified UCC filings are fully consistent with the Senior Credit Facility, which is governed by the Amended and Restated Credit Agreement, dated as of April 7, 2022, among Stonefield Logistics Group Inc. as Borrower, the subsidiary guarantors, Whitmore National Bank, N.A. as Administrative Agent and Collateral Agent, and the senior lender syndicate. The senior lender syndicate consists of the following institutions and commitments:
• Whitmore National Bank, N.A. — $90,000,000 hold
• Greystone Commercial Lending Corp. — $75,000,000
• Heritage Pacific Bank — $60,000,000
• Clearfield Capital Finance, LLC — $50,000,000
The aggregate senior facility commitment is $275,000,000.
The original UCC-1 filing dates of November 15, 2019 correspond to the date of the original Senior Credit Agreement and the date of Cascade Ridge Capital Partners, LLC's leveraged acquisition of Stonefield. This is consistent with the typical practice of filing UCC-1 financing statements simultaneously with the closing of the acquisition financing. The UCC-3 amendments filed on April 7, 2022 correspond to the date the Senior Credit Agreement was amended and restated, reflecting the refinancing and upsizing of the senior facility at that time. Our review of the amendment filings confirms that they were filed as amendments to the collateral description rather than as terminations and refilings, which preserved the original November 15, 2019 filing priority date for the senior liens.
B. Absence of Competing Liens
No filings by any party other than Whitmore National Bank, N.A. as Collateral Agent were identified in any jurisdiction searched. This is a significant and favorable finding for purposes of the Mezzanine Facility. The absence of competing liens confirms that no other creditor has a perfected security interest in the assets of the Borrower or the subsidiary guarantors, and that no third-party lien claimant would hold priority over or pari passu with the mezzanine security interests to be granted to Ridgeline.
Additionally, no federal tax liens, state tax liens, or judgment liens were identified in either the Delaware or Texas search results. Federal tax liens, if any existed, would typically be filed with the applicable state filing office (in Delaware, the office of the Recorder of Deeds in the county of the debtor's principal executive office; in Texas, the county clerk's office) as well as with the relevant IRS district office. While the scope of our UCC-focused searches through the state secretaries of state may not capture all federal or state tax lien filings in every possible location, the absence of any such filings in the records of the Delaware and Texas Secretaries of State is a positive indicator. We note that separate federal and state tax lien searches at the county level were not included in the scope of the searches ordered and may be recommended as an additional closing condition depending on the lender's requirements.
The clean lien profile supports the Borrower's representations to be made under the Mezzanine Credit Agreement regarding the absence of liens other than permitted liens, and is consistent with the compliance certificate and officer's certificate to be delivered at closing.
C. Collateral Coverage
All of the senior UCC-1 filings describe the collateral as "all assets" of the respective debtor, including comprehensive enumerations of UCC Article 9 collateral categories (accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, and proceeds). This blanket "all assets" description is consistent with the first-priority security interest granted under the Senior Credit Agreement and the related pledge and security agreement executed in connection therewith.
Under the Mezzanine Facility, Ridgeline will receive a second-priority security interest in the same collateral package. The relative priority of the senior and mezzanine liens, as well as the respective rights and remedies of the Senior Agent and the Mezzanine Lender with respect to the shared collateral, will be governed by the Intercreditor Agreement dated September 14, 2023 (the "Intercreditor Agreement"), among Whitmore National Bank, N.A. as Senior Agent, Ridgeline Mezzanine Capital Fund III, LP as Mezzanine Lender, and acknowledged by Stonefield and the subsidiary guarantors. Our filing of second-priority UCC-1 financing statements in favor of Ridgeline at closing is consistent with and contemplated by the Intercreditor Agreement.
With respect to the Parent Equity Pledge, our search confirms that the 100% equity interest in Stonefield held by Cascade Ridge SLG Holdings, LLC is not encumbered by any existing UCC filing. This finding confirms the first-priority status of the security interest to be granted to Ridgeline under the Parent Equity Pledge Agreement. Because no prior UCC-1 financing statement has been filed against Cascade Ridge Holdings covering any collateral — including the pledged equity interests — Ridgeline's UCC-1 filing at closing will establish first-in-time perfection priority under UCC §9-322(a)(1).
D. Continuation Filing Observation
The original UCC-1 financing statements for all four Obligor entities were filed on November 15, 2019. Under UCC §9-515(a), a filed financing statement is effective for a period of five years after the date of filing, unless a continuation statement is filed in accordance with UCC §9-515(d). If a continuation statement is not timely filed, the financing statement lapses and the security interest becomes unperfected, unless perfection is maintained by an alternative method.
The five-year anniversary of the original filings falls on November 15, 2024. Under UCC §9-515(d), a continuation statement may be filed only within the six-month period preceding the lapse date — that is, between May 15, 2024 and November 15, 2024. A continuation statement filed before May 15, 2024 would be ineffective.
Calderwood & Harkness should flag this timing for client awareness and communicate the same to Ridgeline's counsel. A lapse in the senior lien perfection could have significant consequences for the intercreditor lien priority framework established by the Intercreditor Agreement. If the senior UCC-1 filings were to lapse, the mezzanine UCC-1 filings (which will be filed at closing on September 29, 2023) could potentially become the first-in-time perfected filings, disrupting the intended first-lien/second-lien priority structure. While we expect that Whitmore as Collateral Agent (or its counsel) will timely file the required continuation statements, we recommend that the closing documentation include a covenant or acknowledgment from the Borrower requiring notice to the Mezzanine Lender in the event that the senior continuation statements are not timely filed. Alternatively, Ridgeline's counsel may wish to calendar the May 15, 2024 through November 15, 2024 window independently to monitor compliance.
VI. Recommendations
Based on the foregoing analysis of the UCC lien search results, we make the following recommendations to the deal team.
A. Proceed with Mezzanine UCC-1 Filings
The search results confirm a clean lien environment with no competing or unexpected filings. Accordingly, we recommend proceeding with the preparation and filing of the following UCC-1 financing statements at or immediately prior to closing on September 29, 2023:
1. Delaware Secretary of State — Stonefield Logistics Group Inc. Filing of a UCC-1 financing statement naming Ridgeline Mezzanine Capital Fund III, LP as secured party and Stonefield Logistics Group Inc. as debtor, covering a second-priority security interest in substantially all assets of the debtor, as described in the Mezzanine Security Agreement.
2. Delaware Secretary of State — Cascade Ridge SLG Holdings, LLC. Filing of a UCC-1 financing statement naming Ridgeline Mezzanine Capital Fund III, LP as secured party and Cascade Ridge SLG Holdings, LLC as debtor, covering a first-priority pledge of 100% of the equity interests in Stonefield Logistics Group Inc. held by the debtor, as described in the Parent Equity Pledge Agreement.
3. Delaware Secretary of State — Stonefield Freight Brokerage, Inc. Filing of a UCC-1 financing statement naming Ridgeline Mezzanine Capital Fund III, LP as secured party and Stonefield Freight Brokerage, Inc. as debtor, covering a second-priority security interest in substantially all assets of the debtor, as described in the Mezzanine Security Agreement.
4. Texas Secretary of State — Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC. Filing of UCC-1 financing statements naming Ridgeline Mezzanine Capital Fund III, LP as secured party and each of Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC as debtor, covering a second-priority security interest in substantially all assets of the respective Texas subsidiary guarantors, as described in the Mezzanine Security Agreement.
Drafts of the foregoing UCC-1 financing statements have been prepared and are attached as Exhibit C to this memorandum for the deal team's review and comment. Filing fees for Delaware UCC-1 financing statements are currently $281.00 per filing; filing fees for Texas UCC-1 financing statements are currently $25.00 per filing. We will coordinate with the filing vendor to ensure same-day or next-day filing upon instruction from the deal team at closing.
B. Confirm Debtor Names
All debtor names reflected in the existing senior UCC filings appear to match the exact legal names of the respective entities as confirmed through our review of certificates of incorporation, certificates of formation, and good standing certificates obtained in connection with the organizational document review for the Mezzanine Facility. We will use identical debtor names in the mezzanine UCC-1 filings to ensure consistency and proper indexing by the filing offices.
We note that under UCC §9-503(a), a financing statement sufficiently provides the name of a registered organization debtor only if it provides the name of the debtor indicated on the public organic record of the debtor's jurisdiction of organization. A deviation from the exact legal name, even if minor, could render a filing "seriously misleading" under UCC §9-506 and potentially unperfected. Accordingly, we have taken care to verify the exact legal names and will use those names precisely in all filings.
C. UCC/Lien Perfection Opinion
The UCC lien search results summarized in this memorandum support the conclusions to be rendered in the Calderwood & Harkness UCC/Lien Perfection Opinion to be delivered at closing. Specifically, the search results provide the factual basis for the opinions regarding (i) the creation and attachment of the second-priority security interests granted under the Mezzanine Security Agreement, (ii) the perfection of such security interests upon the filing of UCC-1 financing statements with the appropriate filing offices, (iii) the creation and attachment of the first-priority security interest in the pledged equity interests granted under the Parent Equity Pledge Agreement, and (iv) the perfection of such security interest upon the filing of a UCC-1 financing statement with the Delaware Secretary of State.
The perfection opinion will be subject to customary assumptions and qualifications, including assumptions regarding the accuracy of the debtor information, the proper authorization of the security agreements, and the absence of intervening filings between the date of the lien searches and the date of closing. As noted above, we recommend that bring-down searches be conducted immediately prior to closing to confirm the continued accuracy of the search results summarized herein.
D. Intercreditor Agreement Coordination
The lien subordination framework established by the Intercreditor Agreement dated September 14, 2023, among Whitmore National Bank, N.A. as Senior Agent, Ridgeline Mezzanine Capital Fund III, LP as Mezzanine Lender, and acknowledged by Stonefield Logistics Group Inc. and the subsidiary guarantors, governs the relative priorities and remedies of the Senior Agent and the Mezzanine Lender with respect to the shared collateral. The Intercreditor Agreement contemplates that the Mezzanine Lender will file second-priority UCC-1 financing statements covering the same collateral categories encumbered by the senior UCC filings.
Our filing of second-priority UCC-1 financing statements at closing is consistent with and expressly contemplated by the Intercreditor Agreement. We have reviewed the relevant provisions of the Intercreditor Agreement and confirm that the proposed mezzanine filings are permitted under the terms thereof. We will coordinate with Whitmore's counsel, as necessary, to ensure that the senior agent has received notice of the mezzanine filings, as may be required under the notice provisions of the Intercreditor Agreement.
VII. Attachments
The following exhibits are attached to this memorandum and are incorporated herein by reference:
Exhibit A: Copies of UCC search reports from the Delaware Secretary of State for each of Stonefield Logistics Group Inc., Cascade Ridge SLG Holdings, LLC, and Stonefield Freight Brokerage, Inc. (search reports dated September 9–11, 2023, prepared by Penrose Software).
Exhibit B: Copies of UCC search reports from the Texas Secretary of State for each of Stonefield Intermodal Services, Inc. and Stonefield Fleet Management, LLC (search reports dated September 9–11, 2023, prepared by Penrose Software).
Exhibit C: Draft UCC-1 financing statements for the mezzanine filings (Delaware Secretary of State and Texas Secretary of State), prepared for review and comment by the deal team prior to closing. These drafts are subject to final approval by the Mezzanine Lender's counsel and by the deal team prior to submission for filing.
This memorandum has been prepared solely for the internal use of Calderwood & Harkness LLP and its client in connection with the matter referenced herein. This memorandum is protected by the attorney-client privilege and the work product doctrine and should not be disclosed to any third party without the prior written consent of the Firm.
Prepared by:
Lisa Morrow Associate Calderwood & Harkness LLP
Distribution:
Daniel Obi, Associate, Calderwood & Harkness LLP Stephanie Okafor, Partner, Calderwood & Harkness LLP Philip Hartmann, Partner, Calderwood & Harkness LLP (cc — billing partner awareness)
Copy to File: Matter No. 1012-00001
Debtor Entity | Entity Type | Jurisdiction of Organization | EIN | Search Jurisdiction(s)
Stonefield Logistics Group Inc. | Corporation | Delaware | 84-3217650 | Delaware Secretary of State
Cascade Ridge SLG Holdings, LLC | Limited Liability Company | Delaware | 84-3195472 | Delaware Secretary of State
Stonefield Intermodal Services, Inc. | Corporation | Texas | 75-6849321 | Texas Secretary of State
Stonefield Fleet Management, LLC | Limited Liability Company | Texas | 75-6912488 | Texas Secretary of State
Stonefield Freight Brokerage, Inc. | Corporation | Delaware | 84-3306715 | Delaware Secretary of State
Debtor | Filing Jurisdiction | File Number | Date Filed | Secured Party | Collateral | Amendments | Status
Stonefield Logistics Group Inc. | DE SOS | 2019-7834521 | 11/15/2019 | Whitmore National Bank, N.A. (Collateral Agent) | All assets | UCC-3 (4/7/2022) | Active
Stonefield Intermodal Services, Inc. | TX SOS | 19-0043287651 | 11/15/2019 | Whitmore National Bank, N.A. (Collateral Agent) | All assets | UCC-3 (4/7/2022) | Active
Stonefield Fleet Management, LLC | TX SOS | 19-0043287709 | 11/15/2019 | Whitmore National Bank, N.A. (Collateral Agent) | All assets | UCC-3 (4/7/2022) | Active
Stonefield Freight Brokerage, Inc. | DE SOS | 2019-7834598 | 11/15/2019 | Whitmore National Bank, N.A. (Collateral Agent) | All assets | UCC-3 (4/7/2022) | Active
Cascade Ridge SLG Holdings, LLC | DE SOS | — | — | — | — | — | No filings

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

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