1012-00002 · Stonefield Logistics Group · Closing

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OFFICER'S CERTIFICATE

Pursuant to Section 4.01(e) of the Amended and Restated First Lien Credit Agreement dated as of December 1, 2023, and Section 4.01(d) of the Super-Priority Credit Agreement dated as of November 17, 2023

Stonefield Logistics Group Inc. a Delaware corporation

EIN: 83-2457109 Delaware File No.: 6341872

December 19, 2023

The undersigned, Priya Sundaram, in her capacity as the duly appointed and acting Chief Financial Officer of Stonefield Logistics Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or the "Borrower"), with its principal executive offices located at 4200 Commerce Street, Suite 1500, Dallas, Texas 75201, and its registered agent for service of process in the State of Delaware being Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801, hereby certifies as follows in connection with the closing of the restructuring transactions described herein:

This Officer's Certificate (this "Certificate") is delivered pursuant to the closing conditions set forth in:

(i) the Amended and Restated First Lien Credit Agreement, dated as of December 1, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Amended Credit Agreement"), among Stonefield Logistics Group Inc., as Borrower, the Guarantors party thereto from time to time, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent (the "First Lien Agent"), and the Lenders party thereto from time to time; and

(ii) the Super-Priority Credit Agreement, dated as of November 17, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Super-Priority Credit Agreement" and, together with the Amended Credit Agreement, the "Credit Agreements"), among Stonefield Logistics Group Inc., as Borrower, the Guarantors party thereto from time to time, and Belvedere Credit Opportunities Fund LP, as Administrative Agent, Collateral Agent (the "Super-Priority Agent"), and Initial Lender.

This Certificate is being delivered in connection with, and as a condition precedent to, the closing of the restructuring transactions contemplated by the Credit Agreements and the other Transaction Documents, which closing is occurring on December 19, 2023 (the "Closing Date").

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Amended Credit Agreement or the Super-Priority Credit Agreement, as applicable. In the event of any conflict between the definitions set forth in the Amended Credit Agreement and those set forth in the Super-Priority Credit Agreement, the definitions in the Amended Credit Agreement shall control for purposes of this Certificate, unless the context otherwise requires or a specific provision of this Certificate expressly references the Super-Priority Credit Agreement.

The undersigned further certifies that she is duly authorized to execute and deliver this Certificate on behalf of the Company in her capacity as Chief Financial Officer, and that no further corporate action, consent, or approval is necessary or required to authorize the execution, delivery, and performance by the Company of this Certificate.

Having conducted a thorough review of the Credit Agreements, the related Transaction Documents, the financial records and books of account of the Company and its Subsidiaries, and such other documents and records as the undersigned has deemed necessary or appropriate in connection with the certifications set forth herein, the undersigned hereby certifies to the Administrative Agents, the Collateral Agents, and the Lenders under each of the Credit Agreements as follows:

Section 1: Representations and Warranties — Amended Credit Agreement

The undersigned has reviewed the representations and warranties of the Borrower and the Guarantors set forth in Article V of the Amended Credit Agreement, dated as of December 1, 2023, among the Company, the Guarantors party thereto, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto. For purposes of this Certificate, the Guarantors under the Amended Credit Agreement are:

(a) Stonefield Logistics Holdings LLC, a Delaware limited liability company and the direct parent entity of the Company;

(b) Stonefield Freight Services LLC, a Texas limited liability company and an operating subsidiary of the Company;

(d) Stonefield Warehousing LLC, a Texas limited liability company and an operating subsidiary of the Company

(each, a "Guarantor" and, collectively, the "Guarantors").

The undersigned hereby certifies that each representation and warranty of the Borrower and each Guarantor contained in the Amended Credit Agreement (including, without limitation, the representations and warranties set forth in Sections 5.01 through 5.24 thereof) is true and correct in all material respects as of December 19, 2023, the Closing Date, with the same effect as though each such representation and warranty had been made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date.

Without limiting the generality of the foregoing, the undersigned further certifies that each representation and warranty of the Borrower and each Guarantor contained in the Amended Credit Agreement that is qualified by reference to "materiality," "Material Adverse Effect," or words of similar import is true and correct in all respects (without regard to any such materiality or Material Adverse Effect qualification) as of December 19, 2023, or, in the case of any such representation or warranty that expressly relates to an earlier date, as of such earlier date.

Section 2: Representations and Warranties — Super-Priority Credit Agreement

The undersigned has reviewed the representations and warranties of the Borrower and the Guarantors set forth in Article V of the Super-Priority Credit Agreement, dated as of November 17, 2023, among the Company, the Guarantors party thereto, and Belvedere Credit Opportunities Fund LP, as Administrative Agent, Collateral Agent, and Initial Lender.

The undersigned hereby certifies that each representation and warranty of the Borrower and each Guarantor contained in the Super-Priority Credit Agreement (including, without limitation, the representations and warranties set forth in Sections 5.01 through 5.22 thereof) is true and correct in all material respects as of December 19, 2023, the Closing Date, with the same effect as though each such representation and warranty had been made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date.

Without limiting the generality of the foregoing, the undersigned further certifies that each representation and warranty of the Borrower and each Guarantor contained in the Super-Priority Credit Agreement that is qualified by reference to "materiality," "Material Adverse Effect," or words of similar import is true and correct in all respects (without regard to any such materiality or Material Adverse Effect qualification) as of December 19, 2023, or, in the case of any such representation or warranty that expressly relates to an earlier date, as of such earlier date.

Section 3: No Default or Event of Default

The undersigned hereby certifies that, after giving pro forma effect to each of the following transactions contemplated to occur on or prior to December 19, 2023, including:

(a) the amendment and restatement of the First Lien Credit Agreement (originally dated as of December 15, 2017) pursuant to the Amended Credit Agreement and that certain Amendment No. 1 Cover Agreement, each dated as of December 1, 2023;

(b) the extension of the maturity date of the Term Loan B from December 15, 2024 to December 19, 2028, together with the increase in the applicable interest rate spread from Term SOFR + 425 basis points to Term SOFR + 500 basis points (with a 100 basis point Term SOFR floor), and the maintenance of the 1.00% per annum mandatory amortization rate on the outstanding principal balance of the Term Loan B;

(c) the reduction of the aggregate commitments under the Revolving Credit Facility from $50.0 million to $35.0 million, together with the extension of the maturity date of the Revolving Credit Facility to December 19, 2027, and the increase in the applicable interest rate spread from Term SOFR + 375 basis points to Term SOFR + 450 basis points;

(d) the initial funding of the super-priority term loan under the Super-Priority Credit Agreement in the aggregate principal amount of $45.0 million (less original issue discount of $1.1 million, for net funded proceeds to the Borrower of $43.9 million), together with the availability of the delayed-draw term loan commitment in an aggregate principal amount of $10.0 million, subject to the terms and conditions set forth in the Super-Priority Credit Agreement;

(e) the payment of consent fees to (i) consenting Term Loan B lenders in the aggregate amount of $1,425,000 (representing 50 basis points on the aggregate consenting principal amount of $285.0 million) and (ii) consenting Revolving Credit Facility lenders in the aggregate amount of $87,500 (representing 25 basis points on the aggregate consenting commitment amount of $35.0 million);

(f) the equitization of $140.0 million in aggregate principal amount of outstanding 11.50% Senior Subordinated Mezzanine Notes due December 15, 2025, and the waiver of $8.1 million in accrued and unpaid paid-in-kind interest thereon, in each case pursuant to that certain Exchange Agreement, dated as of December 8, 2023, among the Company and the exchanging mezzanine noteholders party thereto;

(g) the execution and delivery of that certain Amended and Restated Intercreditor Agreement, dated as of November 10, 2023, among Belvedere Credit Opportunities Fund LP (as Super-Priority Agent), Pinnacle National Bank, N.A. (as First Lien Agent), and the Company, setting forth the relative priorities, rights, and remedies of the Super-Priority Secured Parties and the First Lien Secured Parties;

(h) the receipt by the Company of the $12.5 million new cash equity contribution from Ridgeline Capital Partners Fund III, L.P.; and

(i) the payment by the Company of all transaction costs, fees, and expenses incurred in connection with the foregoing transactions, including legal fees, advisory fees, agent fees, and other costs associated with the restructuring,

no Default or Event of Default (as each such term is defined in the Amended Credit Agreement or the Super-Priority Credit Agreement, as applicable) has occurred and is continuing, or would result from the consummation of the transactions described above, under the Amended Credit Agreement or the Super-Priority Credit Agreement.

Section 4: Satisfaction of Closing Conditions

The undersigned hereby certifies that all conditions precedent to (i) the effectiveness of the Amended Credit Agreement and the Amendment No. 1 Cover Agreement, and (ii) the initial funding under the Super-Priority Credit Agreement, have been satisfied or, where expressly permitted by the terms of the applicable Credit Agreement, waived in writing by the applicable parties as of December 19, 2023, including without limitation the following:

4.1 Execution and Delivery of Transaction Documents

The undersigned certifies that each of the following Transaction Documents has been duly executed and delivered by the applicable parties thereto, and that true, correct, and complete copies of each such document have been delivered to the Administrative Agents:

(a) Amended and Restated First Lien Credit Agreement, dated as of December 1, 2023, among the Company, the Guarantors party thereto, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto;

(b) Amendment No. 1 Cover Agreement, dated as of December 1, 2023, among the Company, the Guarantors party thereto, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent, and the consenting Lenders party thereto;

(c) Super-Priority Credit Agreement, dated as of November 17, 2023, among the Company, the Guarantors party thereto, and Belvedere Credit Opportunities Fund LP, as Administrative Agent, Collateral Agent, and Initial Lender;

(d) Super-Priority Guaranty Agreement, dated as of November 17, 2023, executed by Stonefield Logistics Holdings LLC, Stonefield Freight Services LLC, Stonefield Last Mile Inc., and Stonefield Warehousing LLC, as Guarantors, in favor of Belvedere Credit Opportunities Fund LP, as Collateral Agent for the benefit of the Super-Priority Secured Parties;

(e) Super-Priority Pledge and Security Agreement, dated as of November 17, 2023, executed by the Company and each of the Guarantors in favor of Belvedere Credit Opportunities Fund LP, as Collateral Agent, granting a first-priority super-priority lien on and security interest in substantially all assets of the Company and the Guarantors, subject to Permitted Liens;

(f) Amended and Restated Intercreditor Agreement, dated as of November 10, 2023, among Belvedere Credit Opportunities Fund LP (as Super-Priority Agent), Pinnacle National Bank, N.A. (as First Lien Agent), and the Company, and acknowledged and agreed to by each Guarantor;

(g) Exchange Agreement, dated as of December 8, 2023, among the Company and the exchanging mezzanine noteholders holding $134.5 million in aggregate principal amount of the 11.50% Senior Subordinated Mezzanine Notes due December 15, 2025 (representing approximately 96.1% of the $140.0 million aggregate principal amount of such notes outstanding), providing for the equitization of such notes and the waiver of accrued PIK interest;

(h) First Supplemental Indenture and Exit Consent Amendments, dated as of December 8, 2023, to the Mezzanine Indenture, dated as of December 15, 2017, among the Company, the Guarantors party thereto, and Continental Fiduciary Trust Company, as Trustee, effectuating the exit consent amendments to the Mezzanine Indenture in connection with the Exchange Agreement;

(i) Amended and Restated Stockholders' Agreement, dated as of December 12, 2023, among the Company, Ridgeline Capital Partners Fund III, L.P., and the other stockholders party thereto;

(j) Amended and Restated Certificate of Incorporation of the Company, dated as of December 12, 2023, as filed with the Secretary of State of the State of Delaware on December 12, 2023;

(k) Certificate of Designations for Series A Preferred Stock of the Company, dated as of December 12, 2023, as filed with the Secretary of State of the State of Delaware on December 12, 2023, designating the terms, rights, preferences, and privileges of the Series A Preferred Stock of the Company, with an aggregate liquidation preference of $35.0 million and a 10.00% per annum paid-in-kind dividend rate; and

(l) Registration Rights Agreement, dated as of December 12, 2023, among the Company and the holders party thereto, providing for customary demand and piggyback registration rights with respect to the Company's common stock.

4.2 Required Consents and Approvals

The undersigned certifies that all required consents and approvals necessary for the consummation of the restructuring transactions have been obtained, including without limitation:

(a) Consent of Required Lenders under the Term Loan B: Lenders holding $228.5 million of the $285.0 million aggregate principal amount of Term Loan B outstanding (representing approximately 80.2% of such aggregate principal amount) have provided their written consent to the amendment and restatement of the First Lien Credit Agreement, which exceeds the threshold of more than 50% of the aggregate outstanding principal amount required to constitute "Required Lenders" under Section 1.01 of the original First Lien Credit Agreement;

(b) Consent of all Revolving Credit Facility Lenders: Each of the three Revolving Credit Facility lenders — Pinnacle National Bank, N.A. (commitment of $20.0 million), Great Basin Commercial Bank (commitment of $15.0 million), and Tidewater Lending Corporation (commitment of $15.0 million) — has provided its written consent to the amendment and restatement of the First Lien Credit Agreement and the reduction of the aggregate Revolving Credit Facility commitments from $50.0 million to $35.0 million, representing unanimous consent of all Revolving Credit Facility lenders;

(c) Consent of Mezzanine Noteholders: Holders of $134.5 million of the $140.0 million aggregate principal amount of the 11.50% Senior Subordinated Mezzanine Notes due December 15, 2025 (representing approximately 96.1% of such aggregate principal amount) have provided their written consent to the equitization of such notes and the exit consent amendments, which exceeds the threshold of more than 66⅔% of the aggregate outstanding principal amount required under Section 9.02 of the Mezzanine Indenture; and

(d) Exit Consents: The requisite exit consents from holders of the Mezzanine Notes were obtained as of November 3, 2023, enabling the execution and delivery of the First Supplemental Indenture and the effectuation of the exit consent amendments to the Mezzanine Indenture.

4.3 Corporate Authorizations

The undersigned certifies that all necessary corporate authorizations have been obtained, including:

(a) Resolutions of the Board of Directors of Stonefield Logistics Group Inc., adopted at duly convened meetings held on June 29, 2023 (approving the Company's entry into the restructuring transactions in principle and authorizing management to negotiate and finalize the terms thereof) and December 11, 2023 (approving the final terms of the restructuring transactions and authorizing the execution, delivery, and performance of the Transaction Documents and the consummation of the transactions contemplated thereby); and

(b) A Secretary's Certificate, dated as of December 19, 2023, executed by Howard Kessler, General Counsel and Secretary of the Company, certifying (i) the incumbency and specimen signatures of the officers of the Company authorized to execute the Transaction Documents, (ii) the resolutions of the Board of Directors referenced above, and (iii) the true, correct, and complete nature of the attached organizational documents of the Company, including the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws.

4.4 Legal Opinions

The undersigned certifies that the following legal opinion has been delivered in connection with the closing:

A legal opinion letter, dated as of December 19, 2023, from Calderwood & Harkness LLP (Nathaniel Bower, Responsible Partner), addressed to Pinnacle National Bank, N.A., in its capacities as Administrative Agent and Collateral Agent under the Amended Credit Agreement, and to Belvedere Credit Opportunities Fund LP, in its capacities as Administrative Agent and Collateral Agent under the Super-Priority Credit Agreement, covering, among other matters, (i) the due organization, valid existence, and good standing of the Company and each Guarantor, (ii) the corporate power and authority of the Company and each Guarantor to execute, deliver, and perform the Transaction Documents to which it is a party, (iii) the due authorization, execution, and delivery of the Transaction Documents by the Company and each Guarantor, (iv) the enforceability of the Transaction Documents against the Company and each Guarantor in accordance with their respective terms (subject to customary enforceability exceptions), (v) the absence of conflicts between the Transaction Documents and applicable law, the organizational documents of the Company and each Guarantor, and other material agreements, and (vi) the absence of any required governmental approvals, consents, registrations, or filings that have not been obtained or made, in each case subject to customary assumptions, qualifications, and limitations.

4.5 Financial Conditions

The undersigned certifies as follows with respect to the financial conditions of the Company and its Subsidiaries:

(a) After giving pro forma effect to the transactions contemplated to occur on the Closing Date, the Company's total funded debt is $375.0 million, consisting of $55.0 million in aggregate commitments under the Super-Priority Credit Agreement (comprised of $45.0 million funded on the Closing Date and $10.0 million available under the delayed-draw term loan commitment), $35.0 million in aggregate commitments under the Revolving Credit Facility (undrawn as of the Closing Date), and $285.0 million in aggregate principal amount of Term Loan B outstanding. This represents a total debt reduction of approximately $100.1 million from the pre-restructuring total funded debt level of approximately $475.1 million (inclusive of the $285.0 million Term Loan B, $50.0 million Revolving Credit Facility, and $140.0 million Mezzanine Notes, plus accrued PIK interest of $8.1 million, and after deducting amounts repaid or cancelled in connection with the restructuring).

(b) The post-restructuring financial maintenance covenants under the Amended Credit Agreement are as follows: (i) a Total Net Leverage Ratio covenant of not greater than 6.50x, first tested for the fiscal quarter ending December 31, 2025, stepping down to not greater than 6.25x for the fiscal quarter ending December 31, 2026, and further stepping down to not greater than 5.75x for the fiscal quarter ending December 31, 2027 and each fiscal quarter thereafter; and (ii) a Minimum Liquidity covenant requiring the Company to maintain Liquidity of not less than $20.0 million at all times, commencing on the Closing Date.

(c) Based on the Company's projected fiscal year 2024 Adjusted EBITDA of $52.0 million (as set forth in the financial projections delivered to the Administrative Agents in connection with the closing), the post-restructuring total leverage ratio is approximately 7.2x (calculated as $375.0 million total funded debt divided by $52.0 million projected Adjusted EBITDA). The undersigned notes that the Total Net Leverage Ratio covenant under the Amended Credit Agreement is not tested until Q4 2025, providing the Company with a runway period to achieve deleveraging through operational improvements and debt repayment.

4.6 No Material Adverse Effect

The undersigned certifies that no Material Adverse Effect (as defined in the Amended Credit Agreement and the Super-Priority Credit Agreement, as applicable) has occurred since the date of the Amended Credit Agreement (December 1, 2023) through and including December 19, 2023, the Closing Date. No event, condition, or circumstance has occurred that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the business, assets, operations, financial condition, or prospects of the Company and its Subsidiaries, taken as a whole.

4.7 Insurance. The undersigned confirms that the Company has maintained, and continues to maintain as of the Closing Date, all insurance required to be maintained pursuant to the terms of the Amended Credit Agreement and the Super-Priority Credit Agreement, including all property and casualty insurance, general liability insurance, and workers' compensation insurance. Without limiting the foregoing, the undersigned confirms that the Company maintains directors' and officers' liability insurance with Northgate Specialty Insurance Company under Policy No. NSI-DOL-2023-07721, providing coverage in the amount of $15.0 million, with a six (6)-year tail period from the Closing Date, on terms and conditions satisfactory to the Administrative Agents.

4.8 Equity Contribution

The undersigned confirms that Ridgeline Capital Partners Fund III, L.P. has funded its $12.5 million new cash equity contribution to the Company on December 15, 2023, and that such funds have been received by the Company and deposited into the Company's operating account maintained at Pinnacle National Bank, N.A. The equity contribution was made in accordance with the terms and conditions of the Amended and Restated Stockholders' Agreement and the subscription documents executed by Ridgeline Capital Partners Fund III, L.P. in connection therewith.

4.9 Solvency. The undersigned certifies that, after giving pro forma effect to all of the transactions contemplated to occur on December 19, 2023, including the funding of the super-priority term loan, the receipt of the equity contribution, the equitization of the mezzanine notes, and the payment of all transaction costs, the Company and its Subsidiaries, taken as a whole, are Solvent (as such term is defined in Section 1.01 of the Amended Credit Agreement and Section 1.01 of the Super-Priority Credit Agreement). Specifically, as of the Closing Date and after giving effect to the transactions:

(a) the fair value of the assets of the Company and its Subsidiaries, taken as a whole, exceeds the total amount of the liabilities (including contingent liabilities) of the Company and its Subsidiaries, taken as a whole;

(b) the present fair saleable value of the assets of the Company and its Subsidiaries, taken as a whole, is greater than the probable total amount of the liabilities (including contingent liabilities) of the Company and its Subsidiaries, taken as a whole, as such liabilities become absolute and matured;

(c) the Company and its Subsidiaries, taken as a whole, are able to pay their debts and other liabilities (including contingent liabilities) as they mature in the ordinary course of business; and

(d) the Company and its Subsidiaries, taken as a whole, do not have unreasonably small capital with which to conduct their business as currently conducted and as proposed to be conducted following the Closing Date.

The undersigned has based the foregoing solvency certification on the Company's financial projections, the pro forma balance sheet delivered in connection with the closing, and such other financial and operational information as the undersigned has deemed appropriate. The undersigned acknowledges that this solvency certification is being delivered in reliance upon, and as a condition to, the extensions of credit under the Credit Agreements.

Section 5: Pro Forma Capitalization Summary

The undersigned certifies that the following table accurately reflects the post-restructuring capital structure of the Company and its Subsidiaries as of the Closing Date, after giving pro forma effect to all of the transactions described herein:

The total post-restructuring funded debt of $375.0 million represents a reduction of approximately $100.1 million from the pre-restructuring total funded debt level of approximately $475.1 million.

Section 6: Post-Closing Equity Ownership

The undersigned confirms that, after giving pro forma effect to the transactions occurring on the Closing Date, including the equitization of the mezzanine notes and the receipt of the new cash equity contribution from Ridgeline Capital Partners Fund III, L.P., the common equity ownership of the Company is as follows:

The Board of Directors of the Company, effective as of the Closing Date and in accordance with the Amended and Restated Stockholders' Agreement dated December 12, 2023, shall be composed of seven (7) directors, as follows:

(a) Three (3) directors designated by Ridgeline Capital Partners Fund III, L.P.;

(b) Three (3) directors designated by the mezzanine equitization recipients (acting through a majority in interest thereof); and

(c) One (1) independent director, selected by mutual agreement of Ridgeline Capital Partners Fund III, L.P. and the mezzanine equitization recipients.

Section 7: Governing Law

This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

[Remainder of page intentionally left blank; signature page follows.]

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Officer's Certificate as of December 19, 2023.

STONEFIELD LOGISTICS GROUP INC.

By: ________

Name: Priya Sundaram

Title: Chief Financial Officer

Address:

4200 Commerce Street, Suite 1500 Dallas, Texas 75201

Addressees / Delivery

This Certificate is delivered to the following parties:

Administrative Agents:

Pinnacle National Bank, N.A. as Administrative Agent under the Amended Credit Agreement 200 Liberty Street New York, New York 10281

Attention: Daniel Wexford, Managing Director, Loan Restructuring Group

Belvedere Credit Opportunities Fund LP as Administrative Agent under the Super-Priority Credit Agreement 450 Lexington Avenue, 30th Floor New York, New York 10017

Attention: Christopher Hartigan, Managing Partner

Copies to:

Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022

Attention: Nathaniel Bower

(Counsel to the Company)

Westlake Harden & Cole LLP 787 Seventh Avenue, 34th Floor New York, New York 10019

Attention: Ramona Quelibo

(Counsel to Pinnacle National Bank, N.A., as Administrative Agent)

Thornbury McCaffrey LLP 375 Park Avenue, 25th Floor New York, New York 10152

Attention: Alan Driscoll

(Counsel to Belvedere Credit Opportunities Fund LP, as Administrative Agent)

Instrument	Amount	Interest Rate / Return	Maturity
Super-Priority Term Loan ($45.0M funded + $10.0M DDTL)	$55,000,000	Term SOFR + 700 bps (100 bps floor)	December 19, 2027
Amended Revolving Credit Facility (committed; undrawn at close)	$35,000,000	Term SOFR + 450 bps	December 19, 2027
Amended First Lien Term Loan B	$285,000,000	Term SOFR + 500 bps (100 bps floor)	December 19, 2028
Mezzanine Notes (cancelled / equitized)	$0	N/A	N/A
Total Post-Restructuring Funded Debt	$375,000,000
Series A Preferred Stock	$35,000,000 (liq. pref.)	10.00% PIK	N/A
Common Equity	Per ownership table below	N/A	N/A
Stockholder	Ownership Percentage
Ridgeline Capital Partners Fund III, L.P. (diluted from 100% pre-restructuring)	47.5%
Mezzanine equitization recipients, including:	47.5%

— Graystone Mezzanine Capital Fund II LP

— Ashland Structured Credit LLC

— Dunmore Special Situations Fund LP

— Other participating mezzanine noteholders

Management incentive plan (MIP) pool (reserved)	5.0%
Total	100.0%

OFFICER'S CERTIFICATE
Pursuant to Section 4.01(e) of the Amended and Restated First Lien Credit Agreement dated as of December 1, 2023, and Section 4.01(d) of the Super-Priority Credit Agreement dated as of November 17, 2023
Stonefield Logistics Group Inc. a Delaware corporation
EIN: 83-2457109 Delaware File No.: 6341872
December 19, 2023
The undersigned, Priya Sundaram, in her capacity as the duly appointed and acting Chief Financial Officer of Stonefield Logistics Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or the "Borrower"), with its principal executive offices located at 4200 Commerce Street, Suite 1500, Dallas, Texas 75201, and its registered agent for service of process in the State of Delaware being Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801, hereby certifies as follows in connection with the closing of the restructuring transactions described herein:
This Officer's Certificate (this "Certificate") is delivered pursuant to the closing conditions set forth in:
(i) the Amended and Restated First Lien Credit Agreement, dated as of December 1, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Amended Credit Agreement"), among Stonefield Logistics Group Inc., as Borrower, the Guarantors party thereto from time to time, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent (the "First Lien Agent"), and the Lenders party thereto from time to time; and
(ii) the Super-Priority Credit Agreement, dated as of November 17, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Super-Priority Credit Agreement" and, together with the Amended Credit Agreement, the "Credit Agreements"), among Stonefield Logistics Group Inc., as Borrower, the Guarantors party thereto from time to time, and Belvedere Credit Opportunities Fund LP, as Administrative Agent, Collateral Agent (the "Super-Priority Agent"), and Initial Lender.
This Certificate is being delivered in connection with, and as a condition precedent to, the closing of the restructuring transactions contemplated by the Credit Agreements and the other Transaction Documents, which closing is occurring on December 19, 2023 (the "Closing Date").
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Amended Credit Agreement or the Super-Priority Credit Agreement, as applicable. In the event of any conflict between the definitions set forth in the Amended Credit Agreement and those set forth in the Super-Priority Credit Agreement, the definitions in the Amended Credit Agreement shall control for purposes of this Certificate, unless the context otherwise requires or a specific provision of this Certificate expressly references the Super-Priority Credit Agreement.
The undersigned further certifies that she is duly authorized to execute and deliver this Certificate on behalf of the Company in her capacity as Chief Financial Officer, and that no further corporate action, consent, or approval is necessary or required to authorize the execution, delivery, and performance by the Company of this Certificate.
Having conducted a thorough review of the Credit Agreements, the related Transaction Documents, the financial records and books of account of the Company and its Subsidiaries, and such other documents and records as the undersigned has deemed necessary or appropriate in connection with the certifications set forth herein, the undersigned hereby certifies to the Administrative Agents, the Collateral Agents, and the Lenders under each of the Credit Agreements as follows:
Section 1: Representations and Warranties — Amended Credit Agreement
The undersigned has reviewed the representations and warranties of the Borrower and the Guarantors set forth in Article V of the Amended Credit Agreement, dated as of December 1, 2023, among the Company, the Guarantors party thereto, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto. For purposes of this Certificate, the Guarantors under the Amended Credit Agreement are:
(a) Stonefield Logistics Holdings LLC, a Delaware limited liability company and the direct parent entity of the Company;
(b) Stonefield Freight Services LLC, a Texas limited liability company and an operating subsidiary of the Company;
(c) Stonefield Last Mile Inc., a Delaware corporation and an operating subsidiary of the Company; and
(d) Stonefield Warehousing LLC, a Texas limited liability company and an operating subsidiary of the Company
(each, a "Guarantor" and, collectively, the "Guarantors").
The undersigned hereby certifies that each representation and warranty of the Borrower and each Guarantor contained in the Amended Credit Agreement (including, without limitation, the representations and warranties set forth in Sections 5.01 through 5.24 thereof) is true and correct in all material respects as of December 19, 2023, the Closing Date, with the same effect as though each such representation and warranty had been made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date.
Without limiting the generality of the foregoing, the undersigned further certifies that each representation and warranty of the Borrower and each Guarantor contained in the Amended Credit Agreement that is qualified by reference to "materiality," "Material Adverse Effect," or words of similar import is true and correct in all respects (without regard to any such materiality or Material Adverse Effect qualification) as of December 19, 2023, or, in the case of any such representation or warranty that expressly relates to an earlier date, as of such earlier date.
Section 2: Representations and Warranties — Super-Priority Credit Agreement
The undersigned has reviewed the representations and warranties of the Borrower and the Guarantors set forth in Article V of the Super-Priority Credit Agreement, dated as of November 17, 2023, among the Company, the Guarantors party thereto, and Belvedere Credit Opportunities Fund LP, as Administrative Agent, Collateral Agent, and Initial Lender.
The undersigned hereby certifies that each representation and warranty of the Borrower and each Guarantor contained in the Super-Priority Credit Agreement (including, without limitation, the representations and warranties set forth in Sections 5.01 through 5.22 thereof) is true and correct in all material respects as of December 19, 2023, the Closing Date, with the same effect as though each such representation and warranty had been made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date.
Without limiting the generality of the foregoing, the undersigned further certifies that each representation and warranty of the Borrower and each Guarantor contained in the Super-Priority Credit Agreement that is qualified by reference to "materiality," "Material Adverse Effect," or words of similar import is true and correct in all respects (without regard to any such materiality or Material Adverse Effect qualification) as of December 19, 2023, or, in the case of any such representation or warranty that expressly relates to an earlier date, as of such earlier date.
Section 3: No Default or Event of Default
The undersigned hereby certifies that, after giving pro forma effect to each of the following transactions contemplated to occur on or prior to December 19, 2023, including:
(a) the amendment and restatement of the First Lien Credit Agreement (originally dated as of December 15, 2017) pursuant to the Amended Credit Agreement and that certain Amendment No. 1 Cover Agreement, each dated as of December 1, 2023;
(b) the extension of the maturity date of the Term Loan B from December 15, 2024 to December 19, 2028, together with the increase in the applicable interest rate spread from Term SOFR + 425 basis points to Term SOFR + 500 basis points (with a 100 basis point Term SOFR floor), and the maintenance of the 1.00% per annum mandatory amortization rate on the outstanding principal balance of the Term Loan B;
(c) the reduction of the aggregate commitments under the Revolving Credit Facility from $50.0 million to $35.0 million, together with the extension of the maturity date of the Revolving Credit Facility to December 19, 2027, and the increase in the applicable interest rate spread from Term SOFR + 375 basis points to Term SOFR + 450 basis points;
(d) the initial funding of the super-priority term loan under the Super-Priority Credit Agreement in the aggregate principal amount of $45.0 million (less original issue discount of $1.1 million, for net funded proceeds to the Borrower of $43.9 million), together with the availability of the delayed-draw term loan commitment in an aggregate principal amount of $10.0 million, subject to the terms and conditions set forth in the Super-Priority Credit Agreement;
(e) the payment of consent fees to (i) consenting Term Loan B lenders in the aggregate amount of $1,425,000 (representing 50 basis points on the aggregate consenting principal amount of $285.0 million) and (ii) consenting Revolving Credit Facility lenders in the aggregate amount of $87,500 (representing 25 basis points on the aggregate consenting commitment amount of $35.0 million);
(f) the equitization of $140.0 million in aggregate principal amount of outstanding 11.50% Senior Subordinated Mezzanine Notes due December 15, 2025, and the waiver of $8.1 million in accrued and unpaid paid-in-kind interest thereon, in each case pursuant to that certain Exchange Agreement, dated as of December 8, 2023, among the Company and the exchanging mezzanine noteholders party thereto;
(g) the execution and delivery of that certain Amended and Restated Intercreditor Agreement, dated as of November 10, 2023, among Belvedere Credit Opportunities Fund LP (as Super-Priority Agent), Pinnacle National Bank, N.A. (as First Lien Agent), and the Company, setting forth the relative priorities, rights, and remedies of the Super-Priority Secured Parties and the First Lien Secured Parties;
(h) the receipt by the Company of the $12.5 million new cash equity contribution from Ridgeline Capital Partners Fund III, L.P.; and
(i) the payment by the Company of all transaction costs, fees, and expenses incurred in connection with the foregoing transactions, including legal fees, advisory fees, agent fees, and other costs associated with the restructuring,
no Default or Event of Default (as each such term is defined in the Amended Credit Agreement or the Super-Priority Credit Agreement, as applicable) has occurred and is continuing, or would result from the consummation of the transactions described above, under the Amended Credit Agreement or the Super-Priority Credit Agreement.
Section 4: Satisfaction of Closing Conditions
The undersigned hereby certifies that all conditions precedent to (i) the effectiveness of the Amended Credit Agreement and the Amendment No. 1 Cover Agreement, and (ii) the initial funding under the Super-Priority Credit Agreement, have been satisfied or, where expressly permitted by the terms of the applicable Credit Agreement, waived in writing by the applicable parties as of December 19, 2023, including without limitation the following:
4.1 Execution and Delivery of Transaction Documents
The undersigned certifies that each of the following Transaction Documents has been duly executed and delivered by the applicable parties thereto, and that true, correct, and complete copies of each such document have been delivered to the Administrative Agents:
(a) Amended and Restated First Lien Credit Agreement, dated as of December 1, 2023, among the Company, the Guarantors party thereto, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent, and the Lenders party thereto;
(b) Amendment No. 1 Cover Agreement, dated as of December 1, 2023, among the Company, the Guarantors party thereto, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent, and the consenting Lenders party thereto;
(c) Super-Priority Credit Agreement, dated as of November 17, 2023, among the Company, the Guarantors party thereto, and Belvedere Credit Opportunities Fund LP, as Administrative Agent, Collateral Agent, and Initial Lender;
(d) Super-Priority Guaranty Agreement, dated as of November 17, 2023, executed by Stonefield Logistics Holdings LLC, Stonefield Freight Services LLC, Stonefield Last Mile Inc., and Stonefield Warehousing LLC, as Guarantors, in favor of Belvedere Credit Opportunities Fund LP, as Collateral Agent for the benefit of the Super-Priority Secured Parties;
(e) Super-Priority Pledge and Security Agreement, dated as of November 17, 2023, executed by the Company and each of the Guarantors in favor of Belvedere Credit Opportunities Fund LP, as Collateral Agent, granting a first-priority super-priority lien on and security interest in substantially all assets of the Company and the Guarantors, subject to Permitted Liens;
(f) Amended and Restated Intercreditor Agreement, dated as of November 10, 2023, among Belvedere Credit Opportunities Fund LP (as Super-Priority Agent), Pinnacle National Bank, N.A. (as First Lien Agent), and the Company, and acknowledged and agreed to by each Guarantor;
(g) Exchange Agreement, dated as of December 8, 2023, among the Company and the exchanging mezzanine noteholders holding $134.5 million in aggregate principal amount of the 11.50% Senior Subordinated Mezzanine Notes due December 15, 2025 (representing approximately 96.1% of the $140.0 million aggregate principal amount of such notes outstanding), providing for the equitization of such notes and the waiver of accrued PIK interest;
(h) First Supplemental Indenture and Exit Consent Amendments, dated as of December 8, 2023, to the Mezzanine Indenture, dated as of December 15, 2017, among the Company, the Guarantors party thereto, and Continental Fiduciary Trust Company, as Trustee, effectuating the exit consent amendments to the Mezzanine Indenture in connection with the Exchange Agreement;
(i) Amended and Restated Stockholders' Agreement, dated as of December 12, 2023, among the Company, Ridgeline Capital Partners Fund III, L.P., and the other stockholders party thereto;
(j) Amended and Restated Certificate of Incorporation of the Company, dated as of December 12, 2023, as filed with the Secretary of State of the State of Delaware on December 12, 2023;
(k) Certificate of Designations for Series A Preferred Stock of the Company, dated as of December 12, 2023, as filed with the Secretary of State of the State of Delaware on December 12, 2023, designating the terms, rights, preferences, and privileges of the Series A Preferred Stock of the Company, with an aggregate liquidation preference of $35.0 million and a 10.00% per annum paid-in-kind dividend rate; and
(l) Registration Rights Agreement, dated as of December 12, 2023, among the Company and the holders party thereto, providing for customary demand and piggyback registration rights with respect to the Company's common stock.
4.2 Required Consents and Approvals
The undersigned certifies that all required consents and approvals necessary for the consummation of the restructuring transactions have been obtained, including without limitation:
(a) Consent of Required Lenders under the Term Loan B: Lenders holding $228.5 million of the $285.0 million aggregate principal amount of Term Loan B outstanding (representing approximately 80.2% of such aggregate principal amount) have provided their written consent to the amendment and restatement of the First Lien Credit Agreement, which exceeds the threshold of more than 50% of the aggregate outstanding principal amount required to constitute "Required Lenders" under Section 1.01 of the original First Lien Credit Agreement;
(b) Consent of all Revolving Credit Facility Lenders: Each of the three Revolving Credit Facility lenders — Pinnacle National Bank, N.A. (commitment of $20.0 million), Great Basin Commercial Bank (commitment of $15.0 million), and Tidewater Lending Corporation (commitment of $15.0 million) — has provided its written consent to the amendment and restatement of the First Lien Credit Agreement and the reduction of the aggregate Revolving Credit Facility commitments from $50.0 million to $35.0 million, representing unanimous consent of all Revolving Credit Facility lenders;
(c) Consent of Mezzanine Noteholders: Holders of $134.5 million of the $140.0 million aggregate principal amount of the 11.50% Senior Subordinated Mezzanine Notes due December 15, 2025 (representing approximately 96.1% of such aggregate principal amount) have provided their written consent to the equitization of such notes and the exit consent amendments, which exceeds the threshold of more than 66⅔% of the aggregate outstanding principal amount required under Section 9.02 of the Mezzanine Indenture; and
(d) Exit Consents: The requisite exit consents from holders of the Mezzanine Notes were obtained as of November 3, 2023, enabling the execution and delivery of the First Supplemental Indenture and the effectuation of the exit consent amendments to the Mezzanine Indenture.
4.3 Corporate Authorizations
The undersigned certifies that all necessary corporate authorizations have been obtained, including:
(a) Resolutions of the Board of Directors of Stonefield Logistics Group Inc., adopted at duly convened meetings held on June 29, 2023 (approving the Company's entry into the restructuring transactions in principle and authorizing management to negotiate and finalize the terms thereof) and December 11, 2023 (approving the final terms of the restructuring transactions and authorizing the execution, delivery, and performance of the Transaction Documents and the consummation of the transactions contemplated thereby); and
(b) A Secretary's Certificate, dated as of December 19, 2023, executed by Howard Kessler, General Counsel and Secretary of the Company, certifying (i) the incumbency and specimen signatures of the officers of the Company authorized to execute the Transaction Documents, (ii) the resolutions of the Board of Directors referenced above, and (iii) the true, correct, and complete nature of the attached organizational documents of the Company, including the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws.
4.4 Legal Opinions
The undersigned certifies that the following legal opinion has been delivered in connection with the closing:
A legal opinion letter, dated as of December 19, 2023, from Calderwood & Harkness LLP (Nathaniel Bower, Responsible Partner), addressed to Pinnacle National Bank, N.A., in its capacities as Administrative Agent and Collateral Agent under the Amended Credit Agreement, and to Belvedere Credit Opportunities Fund LP, in its capacities as Administrative Agent and Collateral Agent under the Super-Priority Credit Agreement, covering, among other matters, (i) the due organization, valid existence, and good standing of the Company and each Guarantor, (ii) the corporate power and authority of the Company and each Guarantor to execute, deliver, and perform the Transaction Documents to which it is a party, (iii) the due authorization, execution, and delivery of the Transaction Documents by the Company and each Guarantor, (iv) the enforceability of the Transaction Documents against the Company and each Guarantor in accordance with their respective terms (subject to customary enforceability exceptions), (v) the absence of conflicts between the Transaction Documents and applicable law, the organizational documents of the Company and each Guarantor, and other material agreements, and (vi) the absence of any required governmental approvals, consents, registrations, or filings that have not been obtained or made, in each case subject to customary assumptions, qualifications, and limitations.
4.5 Financial Conditions
The undersigned certifies as follows with respect to the financial conditions of the Company and its Subsidiaries:
(a) After giving pro forma effect to the transactions contemplated to occur on the Closing Date, the Company's total funded debt is $375.0 million, consisting of $55.0 million in aggregate commitments under the Super-Priority Credit Agreement (comprised of $45.0 million funded on the Closing Date and $10.0 million available under the delayed-draw term loan commitment), $35.0 million in aggregate commitments under the Revolving Credit Facility (undrawn as of the Closing Date), and $285.0 million in aggregate principal amount of Term Loan B outstanding. This represents a total debt reduction of approximately $100.1 million from the pre-restructuring total funded debt level of approximately $475.1 million (inclusive of the $285.0 million Term Loan B, $50.0 million Revolving Credit Facility, and $140.0 million Mezzanine Notes, plus accrued PIK interest of $8.1 million, and after deducting amounts repaid or cancelled in connection with the restructuring).
(b) The post-restructuring financial maintenance covenants under the Amended Credit Agreement are as follows: (i) a Total Net Leverage Ratio covenant of not greater than 6.50x, first tested for the fiscal quarter ending December 31, 2025, stepping down to not greater than 6.25x for the fiscal quarter ending December 31, 2026, and further stepping down to not greater than 5.75x for the fiscal quarter ending December 31, 2027 and each fiscal quarter thereafter; and (ii) a Minimum Liquidity covenant requiring the Company to maintain Liquidity of not less than $20.0 million at all times, commencing on the Closing Date.
(c) Based on the Company's projected fiscal year 2024 Adjusted EBITDA of $52.0 million (as set forth in the financial projections delivered to the Administrative Agents in connection with the closing), the post-restructuring total leverage ratio is approximately 7.2x (calculated as $375.0 million total funded debt divided by $52.0 million projected Adjusted EBITDA). The undersigned notes that the Total Net Leverage Ratio covenant under the Amended Credit Agreement is not tested until Q4 2025, providing the Company with a runway period to achieve deleveraging through operational improvements and debt repayment.
4.6 No Material Adverse Effect
The undersigned certifies that no Material Adverse Effect (as defined in the Amended Credit Agreement and the Super-Priority Credit Agreement, as applicable) has occurred since the date of the Amended Credit Agreement (December 1, 2023) through and including December 19, 2023, the Closing Date. No event, condition, or circumstance has occurred that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the business, assets, operations, financial condition, or prospects of the Company and its Subsidiaries, taken as a whole.
4.7 Insurance.  The undersigned confirms that the Company has maintained, and continues to maintain as of the Closing Date, all insurance required to be maintained pursuant to the terms of the Amended Credit Agreement and the Super-Priority Credit Agreement, including all property and casualty insurance, general liability insurance, and workers' compensation insurance. Without limiting the foregoing, the undersigned confirms that the Company maintains directors' and officers' liability insurance with Northgate Specialty Insurance Company under Policy No. NSI-DOL-2023-07721, providing coverage in the amount of $15.0 million, with a six (6)-year tail period from the Closing Date, on terms and conditions satisfactory to the Administrative Agents.
4.8 Equity Contribution
The undersigned confirms that Ridgeline Capital Partners Fund III, L.P. has funded its $12.5 million new cash equity contribution to the Company on December 15, 2023, and that such funds have been received by the Company and deposited into the Company's operating account maintained at Pinnacle National Bank, N.A. The equity contribution was made in accordance with the terms and conditions of the Amended and Restated Stockholders' Agreement and the subscription documents executed by Ridgeline Capital Partners Fund III, L.P. in connection therewith.
4.9 Solvency.  The undersigned certifies that, after giving pro forma effect to all of the transactions contemplated to occur on December 19, 2023, including the funding of the super-priority term loan, the receipt of the equity contribution, the equitization of the mezzanine notes, and the payment of all transaction costs, the Company and its Subsidiaries, taken as a whole, are Solvent (as such term is defined in Section 1.01 of the Amended Credit Agreement and Section 1.01 of the Super-Priority Credit Agreement). Specifically, as of the Closing Date and after giving effect to the transactions:
(a) the fair value of the assets of the Company and its Subsidiaries, taken as a whole, exceeds the total amount of the liabilities (including contingent liabilities) of the Company and its Subsidiaries, taken as a whole;
(b) the present fair saleable value of the assets of the Company and its Subsidiaries, taken as a whole, is greater than the probable total amount of the liabilities (including contingent liabilities) of the Company and its Subsidiaries, taken as a whole, as such liabilities become absolute and matured;
(c) the Company and its Subsidiaries, taken as a whole, are able to pay their debts and other liabilities (including contingent liabilities) as they mature in the ordinary course of business; and
(d) the Company and its Subsidiaries, taken as a whole, do not have unreasonably small capital with which to conduct their business as currently conducted and as proposed to be conducted following the Closing Date.
The undersigned has based the foregoing solvency certification on the Company's financial projections, the pro forma balance sheet delivered in connection with the closing, and such other financial and operational information as the undersigned has deemed appropriate. The undersigned acknowledges that this solvency certification is being delivered in reliance upon, and as a condition to, the extensions of credit under the Credit Agreements.
Section 5: Pro Forma Capitalization Summary
The undersigned certifies that the following table accurately reflects the post-restructuring capital structure of the Company and its Subsidiaries as of the Closing Date, after giving pro forma effect to all of the transactions described herein:
The total post-restructuring funded debt of $375.0 million represents a reduction of approximately $100.1 million from the pre-restructuring total funded debt level of approximately $475.1 million.
Section 6: Post-Closing Equity Ownership
The undersigned confirms that, after giving pro forma effect to the transactions occurring on the Closing Date, including the equitization of the mezzanine notes and the receipt of the new cash equity contribution from Ridgeline Capital Partners Fund III, L.P., the common equity ownership of the Company is as follows:
The Board of Directors of the Company, effective as of the Closing Date and in accordance with the Amended and Restated Stockholders' Agreement dated December 12, 2023, shall be composed of seven (7) directors, as follows:
(a) Three (3) directors designated by Ridgeline Capital Partners Fund III, L.P.;
(b) Three (3) directors designated by the mezzanine equitization recipients (acting through a majority in interest thereof); and
(c) One (1) independent director, selected by mutual agreement of Ridgeline Capital Partners Fund III, L.P. and the mezzanine equitization recipients.
Section 7: Governing Law
This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
[Remainder of page intentionally left blank; signature page follows.]
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Officer's Certificate as of December 19, 2023.
STONEFIELD LOGISTICS GROUP INC.
By: ________
Name: Priya Sundaram
Title: Chief Financial Officer
Address:
4200 Commerce Street, Suite 1500 Dallas, Texas 75201
Addressees / Delivery
This Certificate is delivered to the following parties:
Administrative Agents:
Pinnacle National Bank, N.A. as Administrative Agent under the Amended Credit Agreement 200 Liberty Street New York, New York 10281
Attention: Daniel Wexford, Managing Director, Loan Restructuring Group
Belvedere Credit Opportunities Fund LP as Administrative Agent under the Super-Priority Credit Agreement 450 Lexington Avenue, 30th Floor New York, New York 10017
Attention: Christopher Hartigan, Managing Partner
Copies to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
Attention: Nathaniel Bower
(Counsel to the Company)
Westlake Harden & Cole LLP 787 Seventh Avenue, 34th Floor New York, New York 10019
Attention: Ramona Quelibo
(Counsel to Pinnacle National Bank, N.A., as Administrative Agent)
Thornbury McCaffrey LLP 375 Park Avenue, 25th Floor New York, New York 10152
Attention: Alan Driscoll
(Counsel to Belvedere Credit Opportunities Fund LP, as Administrative Agent)
Instrument | Amount | Interest Rate / Return | Maturity
Super-Priority Term Loan ($45.0M funded + $10.0M DDTL) | $55,000,000 | Term SOFR + 700 bps (100 bps floor) | December 19, 2027
Amended Revolving Credit Facility (committed; undrawn at close) | $35,000,000 | Term SOFR + 450 bps | December 19, 2027
Amended First Lien Term Loan B | $285,000,000 | Term SOFR + 500 bps (100 bps floor) | December 19, 2028
Mezzanine Notes (cancelled / equitized) | $0 | N/A | N/A
Total Post-Restructuring Funded Debt | $375,000,000
Series A Preferred Stock | $35,000,000 (liq. pref.) | 10.00% PIK | N/A
Common Equity | Per ownership table below | N/A | N/A
Stockholder | Ownership Percentage
Ridgeline Capital Partners Fund III, L.P. (diluted from 100% pre-restructuring) | 47.5%
Mezzanine equitization recipients, including: | 47.5%
— Graystone Mezzanine Capital Fund II LP
— Ashland Structured Credit LLC
— Dunmore Special Situations Fund LP
— Other participating mezzanine noteholders
Management incentive plan (MIP) pool (reserved) | 5.0%
Total | 100.0%

OFFICER'S CERTIFICATE

STONEFIELD LOGISTICS GROUP INC.

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