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AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT

EXECUTION VERSION

Dated as of December 1, 2023

Among

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

THE GUARANTORS PARTY HERETO,

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

and

THE LENDERS FROM TIME TO TIME PARTY HERETO

PINNACLE NATIONAL BANK, N.A. as Sole Lead Arranger and Sole Bookrunner (with respect to the original facility)

This Agreement amends and restates in its entirety that certain First Lien Credit Agreement, dated as of December 15, 2017 (as previously amended, supplemented, or otherwise modified prior to the date hereof, the "Original Credit Agreement"), among the Borrower, the Guarantors, Pinnacle National Bank, N.A., as Administrative Agent, and the Lenders party thereto.

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ARTICLE I — DEFINITIONS AND INTERPRETATION

This AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (this "Agreement"), dated as of December 1, 2023, is entered into among STONEFIELD LOGISTICS GROUP INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto, PINNACLE NATIONAL BANK, N.A., as Administrative Agent and Collateral Agent, and the Lenders from time to time party hereto.

RECITALS

WHEREAS, the Borrower, the Guarantors, the Administrative Agent, and certain Lenders are parties to that certain First Lien Credit Agreement, dated as of December 15, 2017 (as amended, supplemented, or otherwise modified prior to the date hereof, the "Original Credit Agreement");

WHEREAS, the Borrower has requested that the Lenders amend and restate the Original Credit Agreement in its entirety to, among other things, extend the maturity dates of the Term Loans and the Revolving Commitments, modify certain financial covenants and other terms of the Original Credit Agreement, and reflect the Restructuring Transactions described in Annex I hereto;

WHEREAS, the Required Lenders and all Revolving Lenders have consented to such amendment and restatement on the terms and conditions set forth herein;

WHEREAS, the Restructuring Transactions are being consummated on a consensual, out-of-court basis pursuant to the Restructuring Support Agreement dated as of June 30, 2023, among the Borrower, Ridgeline Capital Partners Fund III, L.P., the Consenting Term Lenders, the Consenting Revolving Lenders, and the Consenting Mezzanine Holders; and

WHEREAS, in connection with the Restructuring Transactions, (a) Belvedere Credit Opportunities Fund LP has agreed to provide a super-priority first-out term loan facility of $55,000,000 pursuant to the Super-Priority Credit Agreement, (b) the Mezzanine Notes are being equitized in exchange for Series A Preferred Stock and Common Stock of the Borrower pursuant to the Exchange Agreement, and (c) Ridgeline Capital Partners Fund III, L.P. has agreed to contribute $12,500,000 in new cash equity to the Borrower;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.01 — Defined Terms

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

"Adjusted EBITDA" means, for any Test Period, Consolidated Net Income of the Borrower and its Subsidiaries on a consolidated basis for such period, plus, without duplication, to the extent deducted (or not included) in computing Consolidated Net Income for such period: (a) consolidated interest expense (including, without limitation, (i) amortization of original issue discount and debt issuance costs, (ii) non-cash interest expense, (iii) the interest component of any payments made under Capital Leases, and (iv) any net payments made (or minus any net payments received) under Swap Agreements in respect of interest rates), (b) provision for income taxes (whether or not paid during such period), (c) depreciation and amortization expense, (d) non-cash stock-based compensation expense and other non-cash charges (including non-cash charges arising under FASB ASC 718 or any successor standard) but excluding any non-cash charge to the extent that it represents an accrual or reserve for a cash expenditure in a future period, (e) restructuring charges, including severance costs, retention payments, facility closure costs, and lease termination costs, in an aggregate amount not to exceed $15,000,000 during the term of this Agreement, (f) transaction costs, fees, and expenses (including legal, accounting, advisory, and investment banking fees) incurred in connection with the Restructuring Transactions, (g) sponsor management fees paid or payable to Ridgeline Capital Partners Fund III, L.P. or its Affiliates, to the extent permitted under this Agreement, (h) extraordinary, unusual, or non-recurring losses, charges, and expenses (including losses on asset dispositions other than in the ordinary course of business), (i) any loss attributable to the early extinguishment of Indebtedness or Swap Agreements, and (j) any other adjustments consistent with the management calculation methodology historically employed by the Borrower and reported upon by Whitfield & Pryce LLP, the Borrower's independent auditor; minus, to the extent included in computing Consolidated Net Income for such period, (x) extraordinary, unusual, or non-recurring gains, (y) non-cash gains (excluding any non-cash gain to the extent that it represents the reversal of an accrual of, or reserve for, a potential cash item that reduced Adjusted EBITDA in any prior period), and (z) interest income. Notwithstanding the foregoing, (A) the aggregate amount of add-backs pursuant to clauses (e), (f), (g), and (h) above shall not exceed 25% of Adjusted EBITDA for any Test Period (calculated before giving effect to such add-backs), and (B) for purposes of calculating Adjusted EBITDA for any Test Period, if at any time during such Test Period the Borrower or any of its Subsidiaries shall have made any Permitted Acquisition or any Permitted Disposition, Adjusted EBITDA for such Test Period shall be calculated on a pro forma basis giving effect to such Permitted Acquisition or Permitted Disposition as if it had occurred on the first day of such Test Period.

"Adjusted Term SOFR" means, for any Interest Period, Term SOFR for such Interest Period plus 0.10% (10 basis points) for one-month Interest Periods, 0.15% (15 basis points) for three-month Interest Periods, and 0.25% (25 basis points) for six-month Interest Periods; provided that in no event shall Adjusted Term SOFR be less than the SOFR Floor.

"Administrative Agent" means Pinnacle National Bank, N.A., in its capacity as administrative agent for the Lenders hereunder, and its successors and assigns in such capacity. The Administrative Agent's address for notice purposes is 200 Liberty Street, New York, New York 10281, Attention: Daniel Wexford, Managing Director, Loan Restructuring Group, or such other address as the Administrative Agent may designate from time to time.

"Affiliate" means, with respect to any Person, another Person that directly or indirectly Controls, is Controlled by, or is under common Control with, such Person; provided, however, that the Administrative Agent and the Lenders shall not be deemed to be Affiliates of the Borrower or any of its Subsidiaries solely by reason of their respective capacities as Administrative Agent or Lender under this Agreement.

"Amended and Restated Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of the Borrower as filed with the Secretary of State of the State of Delaware on December 12, 2023, as amended, restated, supplemented, or otherwise modified from time to time.

"Amended and Restated Intercreditor Agreement" means that certain Amended and Restated Intercreditor Agreement dated as of November 10, 2023, among Belvedere Credit Opportunities Fund LP (in its capacity as Super-Priority Agent), Pinnacle National Bank, N.A. (in its capacity as First Lien Agent), the Borrower, and the Guarantors, as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof.

"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and any other similar laws of any jurisdiction in which the Borrower or any of its Subsidiaries operates.

"Applicable Rate" means (a) with respect to Term Loans, a rate per annum equal to 5.00% (500 basis points), (b) with respect to Revolving Loans, a rate per annum equal to 4.50% (450 basis points), (c) with respect to Letter of Credit fees payable under Section 2.08(b), a per annum fee equal to the Applicable Rate then in effect for Revolving Loans, and (d) with respect to the commitment fee on unused Revolving Commitments payable under Section 2.08(a), a rate per annum equal to 0.50% (50 basis points).

"Assignment and Assumption" means an assignment and assumption substantially in the form of Exhibit B hereto or any other form approved by the Administrative Agent.

"Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended from time to time.

"Board" means the board of directors (or equivalent governing body) of the Borrower.

"Borrower" means Stonefield Logistics Group Inc., a Delaware corporation, EIN 83-2457109, Delaware Secretary of State File No. 6341872, and its successors and permitted assigns.

"Borrowing" means a borrowing consisting of Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period, made, converted, or continued on the same date and, in the case of Revolving Loans, by each Revolving Lender pursuant to its Revolving Commitment.

"Borrowing Request" means a request by the Borrower for a Borrowing in accordance with Section 2.02, which shall be substantially in the form of Exhibit C hereto or any other form approved by the Administrative Agent.

"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Term SOFR Loan, the term "Business Day" shall also exclude any day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

"Capital Lease" means, as applied to any Person, any lease of any property by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease or finance lease on the balance sheet of that Person; provided that, for the avoidance of doubt, operating leases of the Borrower and its Subsidiaries that were reclassified as finance leases solely as a result of the adoption of ASC 842 shall not be treated as Capital Leases for purposes of this Agreement (in accordance with Section 1.03).

"Capital Stock" means (a) in the case of a corporation, capital stock or shares, (b) in the case of an association or business entity, any and all shares, interests, participations, rights, or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests, and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

"Cash Equivalents" means (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof, (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody's, (c) investments in certificates of deposit, banker's acceptances, and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any state thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000, and (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above.

"Change of Control" means the occurrence of any of the following: (a) any Person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than any Permitted Holder, acquiring direct or indirect beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of more than 50% of the total outstanding voting equity interests of the Borrower, (b) the Borrower ceasing to directly or indirectly own, beneficially and of record, 100% of the issued and outstanding equity interests of each Guarantor (subject to Permitted Dispositions expressly permitted under Section 6.04), or (c) the occurrence of a "Change of Control" (or any term of similar import) under the Super-Priority Credit Agreement.

"Closing Date" means December 19, 2023, being the date on which all conditions precedent set forth in Sections 4.01 and 4.02 of this Agreement are satisfied or waived and the initial funding of the Super-Priority Credit Agreement occurs.

"Collateral" means all property and assets of the Borrower and the Guarantors, whether real, personal, or mixed, tangible or intangible, now owned or hereafter acquired, that are or are required to be subject to the Liens created by the Security Documents, as more particularly described in the Pledge and Security Agreement and the other Security Documents.

"Collateral Agent" means Pinnacle National Bank, N.A., in its capacity as collateral agent for the First Lien Secured Parties under the Security Documents and the Amended and Restated Intercreditor Agreement, and its successors and assigns in such capacity.

"Commitment Fee" has the meaning assigned to such term in Section 2.08(a).

"Compliance Certificate" means a certificate substantially in the form of Exhibit A hereto.

"Consent Fee" means (a) with respect to the Term Loans, the consent fee equal to 0.50% of the outstanding principal amount of Term Loans held by each Consenting Term Lender (being an aggregate amount of $285,000,000 multiplied by 0.50%, equaling $1,425,000 in the aggregate), and (b) with respect to the Revolving Commitments, the consent fee equal to 0.25% of the Revolving Commitment of each Consenting Revolving Lender (being an aggregate amount of $35,000,000 multiplied by 0.25%, equaling $87,500 in the aggregate). The Consent Fee was earned and became payable on the Closing Date.

"Consenting Mezzanine Holders" means the holders of Mezzanine Notes that executed the RSA or a joinder thereto and consented to the Restructuring Transactions, representing $134,500,000 in aggregate principal amount of Mezzanine Notes (96.1% of the total outstanding).

"Consenting Revolving Lenders" means all Revolving Lenders that executed the RSA, being Pinnacle National Bank, N.A., Great Basin Commercial Bank, and Tidewater Lending Corporation, representing 100% of the aggregate Revolving Commitments.

"Consenting Term Lenders" means the Term Lenders that executed the RSA or a joinder thereto and consented to the Restructuring Transactions, holding $228,500,000 in aggregate principal amount of Term Loans (80.2% of the total outstanding).

"Consolidated Net Income" means, for any period, the net income (or loss) of the Borrower and its Subsidiaries on a consolidated basis for such period, determined in accordance with GAAP; provided that there shall be excluded (a) the net income of any Person that is not a Subsidiary of the Borrower, except to the extent of the amount of dividends or distributions or other payments actually paid in cash or Cash Equivalents to the Borrower or a Subsidiary of the Borrower during such period by such Person, (b) the net income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries or the date on which all or substantially all of the property or assets of such Person are acquired by the Borrower or any of its Subsidiaries, and (c) the net income of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such net income is not permitted at the date of determination by the organizational documents of such Subsidiary, any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to such Subsidiary, except to the extent of the amount of dividends or distributions or other payments actually paid in cash or Cash Equivalents to the Borrower or any of its Subsidiaries during such period by such Subsidiary.

"Consolidated Total Net Debt" means, as of any date of determination, (a) all funded Indebtedness (including, without limitation, Indebtedness arising under this Agreement, the Super-Priority Credit Agreement, and any Capital Leases) of the Borrower and its Subsidiaries on a consolidated basis as of such date, minus (b) unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries on a consolidated basis as of such date; provided that the amount subtracted pursuant to clause (b) shall not exceed $25,000,000.

"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract, or otherwise. "Controlled" and "Controlling" have meanings correlative thereto.

"DDTL" means the delayed-draw term loan under the Super-Priority Credit Agreement in an aggregate principal amount of $10,000,000, available for drawing by the Borrower subject to the terms and conditions of the Super-Priority Credit Agreement.

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

"Default Rate" has the meaning assigned to such term in Section 2.07(c).

"Disqualified Institutions" means the Persons listed on Schedule 10.06 hereto, as such schedule may be updated by the Borrower from time to time upon written notice to the Administrative Agent (provided that no such update shall apply retroactively to any assignment that has already been consummated).

"Dollar" and "$" mean lawful money of the United States of America.

"Environmental Laws" means all federal, state, local, and foreign laws, statutes, ordinances, rules, regulations, codes, orders, judgments, decrees, or legally binding requirements relating to pollution or protection of the environment, human health, or safety (as it relates to exposure to Hazardous Materials), or the generation, use, storage, treatment, transport, Release, or disposal of Hazardous Materials.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Sections 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

"Event of Default" has the meaning assigned to such term in Section 7.01.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Exchange Agreement" means that certain Exchange Agreement dated as of December 8, 2023, among the Borrower and the Exchanging Mezzanine Holders, pursuant to which the Mezzanine Notes are exchanged for Series A Preferred Stock and Common Stock of the Borrower, as amended, supplemented, or otherwise modified from time to time.

"Exchanging Mezzanine Holders" means the Mezzanine Equitization Recipients.

"First Lien Obligations" means all Obligations of the Borrower and the Guarantors arising under or in connection with this Agreement and the other Loan Documents, including, without limitation, all principal, interest (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization, or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, premiums, expenses, indemnification obligations, and other amounts, in each case whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising. The First Lien Obligations are secured on a second-out basis relative to the Super-Priority Obligations pursuant to the terms and provisions of the Amended and Restated Intercreditor Agreement.

"First Lien Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the LC Issuer, the Swingline Lender, and each other Person to whom First Lien Obligations are owed.

"First Supplemental Indenture" means the Supplemental Indenture dated as of December 8, 2023, to the Mezzanine Indenture, among Stonefield Logistics Group Inc. as Issuer and Continental Fiduciary Trust Company as Trustee.

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

"Governmental Authority" means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

"Guarantors" means, collectively, (a) Stonefield Logistics Holdings LLC, a Delaware limited liability company (direct parent holding company), (b) Stonefield Freight Services LLC, a Texas limited liability company (operating subsidiary), (c) Stonefield Last Mile Inc., a Delaware corporation (operating subsidiary), (d) Stonefield Warehousing LLC, a Texas limited liability company (operating subsidiary), and (e) each other Subsidiary of the Borrower that becomes a Guarantor pursuant to Section 5.12, and their respective successors and assigns.

"Guaranty" means the guaranty set forth in Article IX hereof.

"Hazardous Materials" means all explosive or radioactive substances or wastes, hazardous or toxic substances, wastes, or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

"Indebtedness" means, as to any Person at any time, without duplication, all of the following: (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (other than current accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all guarantees by such Person of Indebtedness of others, (g) all Capital Lease obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, and (i) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

"Interest Election Request" means a request by the Borrower to convert or continue a Borrowing, which shall be substantially in the form of Exhibit D hereto or any other form approved by the Administrative Agent.

"Interest Period" means, with respect to any Term SOFR Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is 1, 3, or 6 months thereafter, as the Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (c) no Interest Period shall extend beyond the applicable Maturity Date.

"LC Exposure" means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time.

"LC Issuer" means Pinnacle National Bank, N.A. (or its designee acceptable to the Administrative Agent), in its capacity as the issuer of Letters of Credit hereunder, and its successors and assigns in such capacity.

"Lenders" means the financial institutions from time to time party hereto as lenders, including the Term Lenders and the Revolving Lenders, and their respective successors and assigns.

"Letter of Credit" means any letter of credit issued pursuant to Section 2.03.

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

"Loan Documents" means, collectively, this Agreement, the Notes (if any), the Guaranty, the Pledge and Security Agreement, the other Security Documents, and each other agreement, instrument, or document executed and delivered in connection herewith or therewith, as each may be amended, restated, supplemented, or otherwise modified from time to time.

"Loans" means, collectively, the Term Loans, the Revolving Loans, and the Swingline Loans.

"Management Incentive Plan" or "MIP" means the management equity incentive plan adopted by the Board of the Borrower pursuant to which members of the management of the Borrower and its Subsidiaries will hold options, restricted stock units, or other equity awards representing, in the aggregate, 5.0% of the pro forma Common Stock of the Borrower (on a fully diluted basis), on terms and conditions approved by the Board.

"Material Adverse Effect" means (a) a material adverse change in, or a material adverse effect upon, the business, operations, properties, assets, financial condition, or prospects of the Borrower and its Subsidiaries taken as a whole, (b) a material adverse effect on the ability of the Borrower or any Guarantor to perform any of its material obligations under any Loan Document to which it is a party, or (c) a material adverse effect on the rights and remedies of the Administrative Agent and the Lenders under any Loan Document.

"Maturity Date" means (a) with respect to the Term Loans, December 19, 2028 (the "Term Loan Maturity Date"), and (b) with respect to the Revolving Loans, December 19, 2027 (the "Revolving Maturity Date"); provided that the Revolving Maturity Date shall spring to the date that is 91 days prior to the Term Loan Maturity Date (i.e., September 19, 2028) if the Term Loans have not been repaid in full or refinanced in full with Indebtedness having a maturity date at least 91 days after the scheduled Revolving Maturity Date prior to such date (such earlier date, the "Springing Maturity Date").

"Mezzanine Equitization" means the exchange of $140,000,000 in aggregate principal amount of 11.50% Senior Secured Second Lien Notes due June 15, 2025 (the Mezzanine Notes), together with the waiver by the Exchanging Mezzanine Holders of accrued and unpaid PIK interest of $8,100,000 thereon, for (a) Series A Preferred Stock of the Borrower having an aggregate liquidation preference of $35,000,000, and (b) shares of Common Stock of the Borrower representing 47.5% of the pro forma Common Stock (on a fully diluted basis, but prior to giving effect to the Management Incentive Plan), in each case pursuant to the Exchange Agreement.

"Mezzanine Equitization Recipients" means, collectively, Graystone Mezzanine Capital Fund II LP, Ashland Structured Credit LLC, Dunmore Special Situations Fund LP, and each of the other holders of Mezzanine Notes that exchanged their Mezzanine Notes for Series A Preferred Stock and Common Stock of the Borrower pursuant to the Exchange Agreement.

"Mezzanine Indenture" means that certain Indenture dated as of December 15, 2017, among Stonefield Logistics Group Inc. as Issuer and Continental Fiduciary Trust Company as Trustee, as supplemented by the First Supplemental Indenture dated as of December 8, 2023, and as further amended, restated, supplemented, or otherwise modified from time to time.

"Mezzanine Notes" means the 11.50% Senior Secured Second Lien Notes due June 15, 2025, CUSIP 861537 AA 2, issued under the Mezzanine Indenture, all of which have been cancelled or stripped of covenants pursuant to the Exchange Agreement and the First Supplemental Indenture (including pursuant to exit consent amendments effected in connection with the Restructuring Transactions).

"Minimum Liquidity" has the meaning assigned to such term in Section 6.12(b).

"Moody's" means Moody's Investors Service, Inc., and its successors.

"Net Cash Proceeds" means, with respect to any event, the aggregate cash proceeds received by the Borrower or any Subsidiary in respect of such event, net of (a) out-of-pocket fees, costs, commissions, and expenses incurred and actually paid in connection therewith, (b) taxes paid or reasonably estimated to be payable as a result thereof, (c) amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such event (other than the Obligations), and (d) appropriate amounts to be provided by the Borrower or any Subsidiary as a reserve, in accordance with GAAP, against any liabilities associated with such event and retained by the Borrower or such Subsidiary after such event.

"Note" means a Term Loan Note or a Revolving Loan Note.

"Obligations" means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities, and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations, and liabilities of any of the Loan Parties to any of the Lenders, the Administrative Agent, the Collateral Agent, the LC Issuer, or any indemnified party, individually or collectively, existing on the Closing Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law, or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any of the Loans made or reimbursement or other obligations incurred or any of the Notes, Letters of Credit, or other instruments at any time evidencing any thereof.

"Original Credit Agreement" means the First Lien Credit Agreement dated as of December 15, 2017, among the Borrower, the Guarantors party thereto, Pinnacle National Bank, N.A. as Administrative Agent, and the Lenders party thereto, as amended by that certain Amendment No. 1 dated as of March 22, 2019, as further amended by that certain Waiver Letter dated as of September 15, 2022, and as otherwise amended, supplemented, or otherwise modified prior to the Restatement Effective Date.

"Permitted Acquisition" means any acquisition by the Borrower or any Subsidiary of all or substantially all of the assets of, or all of the Capital Stock of, any Person engaged in a line of business permitted by Section 6.10, provided that (a) no Default or Event of Default has occurred and is continuing or would result therefrom, (b) the Total Net Leverage Ratio, calculated on a pro forma basis after giving effect to such acquisition, would not exceed the applicable level in effect under Section 6.12(a) for the most recently ended Test Period, (c) the aggregate consideration paid for all such acquisitions during the term of this Agreement does not exceed $15,000,000, (d) any Person or assets so acquired are incorporated into the collateral and guaranty structure required hereunder within 30 days, and (e) the Administrative Agent shall have received such information and documentation as it may reasonably request in connection therewith.

"Permitted Dispositions" has the meaning assigned to such term in Section 6.04.

"Permitted Holders" means (a) Ridgeline Capital Partners Fund III, L.P., Ridgeline Capital Management III LLC, and their respective Affiliates, (b) the Mezzanine Equitization Recipients and their Permitted Transferees (as defined in the Stockholders' Agreement), and (c) members of the management of the Borrower and its Subsidiaries holding equity interests pursuant to the Management Incentive Plan or otherwise.

"Permitted Indebtedness" has the meaning assigned to such term in Section 6.01.

"Permitted Liens" has the meaning assigned to such term in Section 6.02.

"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority, or other entity.

"Pledge and Security Agreement" means the Amended and Restated Pledge and Security Agreement dated as of December 19, 2023, among the Borrower, the Guarantors, and the Collateral Agent, as amended, restated, supplemented, or otherwise modified from time to time.

"Quarterly Payment Date" means each March 31, June 30, September 30, and December 31, commencing March 31, 2024.

"Register" has the meaning assigned to such term in Section 2.10.

"Related Parties" means, with respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents, trustees, advisors, and representatives of such Person and of such Person's Affiliates.

"Required Lenders" means, at any time, Lenders holding more than 50% of the sum of (a) the aggregate outstanding principal amount of Term Loans at such time and (b) the aggregate Revolving Commitments at such time (or, if the Revolving Commitments have been terminated, the sum of the aggregate outstanding principal amount of Revolving Loans and the aggregate LC Exposure at such time). For the avoidance of doubt, the outstanding principal amount of Term Loans and the aggregate Revolving Commitments of any Defaulting Lender shall be excluded from the calculation of Required Lenders at any time such Lender is a Defaulting Lender.

"Restatement Effective Date" means December 1, 2023, being the date on which this Amended and Restated Credit Agreement became effective in accordance with its terms.

"Restructuring Support Agreement" or "RSA" means the Restructuring Support Agreement dated as of June 30, 2023, among the Borrower, Ridgeline Capital Partners Fund III, L.P., the Consenting Term Lenders, the Consenting Revolving Lenders, and the Consenting Mezzanine Holders, as amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Restructuring Transactions" means, collectively, the transactions contemplated by the RSA, including (a) the amendment and restatement of the Original Credit Agreement effected by this Agreement, (b) the entry into the Super-Priority Credit Agreement and the funding of loans thereunder, (c) the Mezzanine Equitization, (d) the entry into the Amended and Restated Intercreditor Agreement, (e) the execution and delivery of the Exchange Agreement and the First Supplemental Indenture, (f) the filing of the Amended and Restated Certificate of Incorporation and the Series A Preferred Certificate of Designations, (g) the execution and delivery of the Stockholders' Agreement, (h) the equity contribution by Ridgeline Capital Partners Fund III, L.P. of $12,500,000, (i) the adoption of the Management Incentive Plan, (j) the reconstitution of the Board, and (k) all other transactions described in Annex I hereto.

"Revolving Commitment" means, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans, in an amount not exceeding the amount set forth opposite such Revolving Lender's name on Schedule 1.01 under the caption "Revolving Commitment," as such amount may be reduced from time to time in accordance with this Agreement. The aggregate amount of Revolving Commitments as of the Restatement Effective Date is $35,000,000.

"Revolving Lender" means each Lender that has a Revolving Commitment or that holds Revolving Loans.

"Revolving Loan" means a loan made pursuant to Section 2.02.

"S&P" means S&P Global Ratings, a division of S&P Global Inc., and its successors.

"Sanctions" means all economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) the United Nations Security Council, (c) the European Union, (d) Her Majesty's Treasury of the United Kingdom, or (e) any other relevant Governmental Authority.

"Security Documents" means, collectively, the Pledge and Security Agreement, the Mortgages (if any), any intellectual property security agreements, any deposit account control agreements, and any and all other instruments, documents, and agreements delivered by any Loan Party pursuant to this Agreement or any of the other Loan Documents in order to grant to the Collateral Agent, for the benefit of the First Lien Secured Parties, a Lien on any assets of any Loan Party as security for the First Lien Obligations.

"Series A Preferred Certificate of Designations" means the Certificate of Designations of Series A Preferred Stock of the Borrower as filed with the Secretary of State of the State of Delaware on December 12, 2023, setting forth the rights, preferences, privileges, and restrictions applicable to the Series A Preferred Stock.

"Series A Preferred Stock" means the Series A Preferred Stock of the Borrower, par value $0.001 per share, having an aggregate liquidation preference of $35,000,000 and bearing PIK dividends at a rate of 10.00% per annum, issued pursuant to the Series A Preferred Certificate of Designations.

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

"SOFR Floor" means (a) with respect to Term Loans, 1.00% (100 basis points), and (b) with respect to Revolving Loans, 1.00% (100 basis points).

"Solvent" means, with respect to any Person on any date of determination, that on such date (a) the fair value of the assets of such Person, at a fair valuation, exceeds the debts and liabilities, direct, subordinated, contingent, or otherwise, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities, direct, subordinated, contingent, or otherwise, as such debts and other liabilities become absolute and matured, (c) such Person is able to pay its debts and liabilities, direct, subordinated, contingent, or otherwise, as such debts and liabilities become absolute and matured, and (d) such Person is not engaged in business or a transaction, and does not propose to engage in business or a transaction, for which such Person's property would constitute an unreasonably small capital.

"Sponsor" means Ridgeline Capital Partners Fund III, L.P., a Delaware limited partnership, and its successors and assigns.

"Stockholders' Agreement" means the Amended and Restated Stockholders' Agreement dated as of December 12, 2023, among the Borrower, Ridgeline Capital Partners Fund III, L.P., and the Mezzanine Equitization Recipients, as amended, restated, supplemented, or otherwise modified from time to time.

"Subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership, association, or other entity the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited liability company, partnership, association, or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests, are, as of such date, directly or indirectly owned, controlled, or held by such parent, or (b) that is, as of such date, otherwise Controlled by such parent.

"Super-Priority Agent" means Belvedere Credit Opportunities Fund LP, in its capacity as Administrative Agent and Collateral Agent under the Super-Priority Credit Agreement, and its successors and assigns in such capacity.

"Super-Priority Credit Agreement" means that certain Super-Priority Credit Agreement dated as of November 17, 2023, among the Borrower, the Guarantors, and Belvedere Credit Opportunities Fund LP as Administrative Agent, Collateral Agent, and Initial Lender, providing for a $55,000,000 super-priority first-out term loan facility (consisting of an initial term loan of $45,000,000 and a delayed-draw term loan commitment of $10,000,000), as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Super-Priority Obligations" means all obligations arising under or in connection with the Super-Priority Credit Agreement and the related loan documents (as defined therein), which rank senior in priority of lien and right of payment to the First Lien Obligations pursuant to the terms and provisions of the Amended and Restated Intercreditor Agreement.

"Swap Agreement" means any agreement with respect to any swap, forward, future, or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial, or pricing indices or measures of economic, financial, or pricing risk or value, or any similar transaction or any combination of these transactions.

"Swingline Lender" means Pinnacle National Bank, N.A., in its capacity as Swingline Lender hereunder, and its successors and assigns in such capacity.

"Swingline Loan" means a loan made pursuant to Section 2.04.

"Term Lender" means each Lender that holds outstanding Term Loans.

"Term Loan" means the term loans in the aggregate principal amount of $285,000,000 outstanding on the Restatement Effective Date, which were originally made under the Original Credit Agreement and continue hereunder as amended and restated.

"Term Loan Note" means a promissory note of the Borrower substantially in the form of Exhibit E, payable to a Term Lender and evidencing the Term Loans made by such Term Lender.

"Term SOFR" means, for any Interest Period, the Term SOFR Reference Rate for a tenor comparable to such Interest Period on the day that is two U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the CME Group Benchmark Administration Limited (or a successor administrator).

"Test Period" means, as of any date of determination, the most recently ended four consecutive fiscal quarter period of the Borrower for which financial statements are required to have been delivered pursuant to Section 5.01.

"Total Net Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated Total Net Debt as of such date to (b) Adjusted EBITDA for the most recently ended Test Period.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such other state.

Section 1.02 — Other Interpretive Provisions

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "herein," "hereof," and "hereunder," and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, such Loan Document unless otherwise specified, and (v) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.

(b) The word "or" is not exclusive.

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(d) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including," the word "to" means "to but excluding," and the word "through" means "to and including."

Section 1.03 — Accounting Terms and Determinations

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect on the Restatement Effective Date, except as otherwise specifically prescribed herein.

(b) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at "fair value," as defined therein, and (ii) any change in GAAP occurring after the Restatement Effective Date (including any reclassification of operating leases as finance leases or capital leases under ASC 842 or any successor standard) that would require treating any lease or other obligation that was not required to be so treated prior to such change as a Capital Lease (a "Frozen GAAP Election"). The Borrower may revoke a Frozen GAAP Election at any time by notice to the Administrative Agent; provided that any such revocation shall be irrevocable.

Section 1.04 — Rounding

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number) to the number of decimal places to which such ratio is expressed in this Agreement. For purposes of this Agreement, all financial ratios shall be calculated to the nearest 1/100th.

Section 1.05 — References to Agreements, Laws, Etc.

Unless otherwise specified, (a) all references herein to any agreement, instrument, or other document (including this Agreement, the other Loan Documents, the Super-Priority Credit Agreement, the Amended and Restated Intercreditor Agreement, and any organizational document) shall be deemed to refer to such agreement, instrument, or other document as it may be amended, restated, supplemented, or otherwise modified from time to time, subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or in any other Loan Document, and (b) all references herein to any statute, rule, regulation, or other law shall be deemed to refer to such statute, rule, regulation, or other law as amended from time to time and to any successor statute, rule, regulation, or other law.

Section 1.06 — Times of Day

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

Section 1.07 — Timing of Payment or Performance

When the payment of any obligation or the performance of any covenant, duty, or obligation is stated to be due or required to be performed on a day that is not a Business Day, the date of such payment or performance shall be extended to the immediately succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension at the rate applicable to such payment.

Section 1.08 — Divisions

For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction's laws): (a) if any asset, right, obligation, or liability of any Person becomes the asset, right, obligation, or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and created on the first date of its existence by the holders of its equity interests at such time. For the avoidance of doubt, the division of a limited liability company shall be treated as the creation of a new entity for all purposes under this Agreement, and any assets and liabilities allocated to such new entity in connection with such division shall be treated as having been transferred to such new entity.

Section 1.09 — Rates; Benchmark Replacement

(a) The interest rate on Term SOFR Loans may be determined by reference to the Term SOFR Reference Rate, which is derived from the Secured Overnight Financing Rate, as published by the Federal Reserve Bank of New York. Term SOFR is intended to be a forward-looking rate and is based on market expectations for the SOFR over the applicable Interest Period.

(b) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment. No replacement of the Benchmark with a Benchmark Replacement pursuant to this Section 1.09 will require the consent of any other party hereto. For purposes of this Section 1.09:

(i) "Benchmark Replacement" means the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (A) the sum of (1) the alternate rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark, giving due consideration to any evolving or then-prevailing market convention for determining a rate of interest for syndicated credit facilities denominated in Dollars at such time, and (2) the related Benchmark Replacement Adjustment; or (B) the sum of (1) the alternate rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark, giving due consideration to any then-prevailing market convention for determining a rate of interest for syndicated credit facilities denominated in Dollars at such time, and (2) the related Benchmark Replacement Adjustment.

(ii) "Benchmark Transition Event" means the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark (or the regulatory supervisor for the administrator of such Benchmark) announcing that all available tenors of such Benchmark have ceased or will cease to be provided or are or will no longer be representative, or that such Benchmark is no longer in compliance with or aligned to applicable industry standards.

(c) Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

ARTICLE II — THE CREDITS

Section 2.01 — Term Loans

(a) The parties hereto acknowledge and agree that the Term Loans in the aggregate outstanding principal amount of $285,000,000 were originally made by the Term Lenders under the Original Credit Agreement on or about December 15, 2017, and such Term Loans continue hereunder as amended and restated by this Agreement. No new Term Loans are being funded on the Restatement Effective Date or the Closing Date under this Agreement (it being understood that new term loans are being funded under the Super-Priority Credit Agreement in accordance with the terms thereof). Each Term Lender's outstanding Term Loan balance on the Restatement Effective Date is as set forth on Schedule 2.01 hereto.

(b) Amounts of Term Loans that are repaid or prepaid (whether voluntarily or pursuant to the mandatory prepayment provisions of Section 2.05) may not be reborrowed.

(c) Each Term Lender's outstanding principal balance of Term Loans as of the Restatement Effective Date is set forth opposite such Term Lender's name on Schedule 2.01 hereto.

Section 2.02 — Revolving Loans

(a) Revolving Commitments. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Revolving Lender's Revolving Credit Exposure exceeding such Revolving Lender's Revolving Commitment or (ii) the Total Revolving Credit Exposure exceeding the Total Revolving Commitment. The aggregate amount of Revolving Commitments as of the Restatement Effective Date is $35,000,000, which represents a reduction from the $50,000,000 aggregate Revolving Commitments in effect under the Original Credit Agreement. For the avoidance of doubt, the "Availability Period" means the period from and including the Closing Date to but excluding the earlier of the Revolving Maturity Date and the date of termination of the Revolving Commitments.

(b) Revolving Lenders and Commitments. As of the Restatement Effective Date, the Revolving Lenders and their respective Revolving Commitments are as follows:

(c) Continuation of Outstanding Revolving Loans. Any Revolving Loans outstanding immediately prior to the Restatement Effective Date under the Original Credit Agreement shall continue as Revolving Loans hereunder without any further action by the parties hereto. On the Closing Date, the outstanding Revolving Loans shall be adjusted as necessary to reflect the reduced Revolving Commitments set forth in Section 2.02(b), and any drawn amounts in excess of the reduced Revolving Commitments shall be repaid by the Borrower from closing proceeds available to the Borrower.

(d) Reborrowing. Within the foregoing limits and subject to the terms and conditions set forth herein and the satisfaction of the conditions precedent set forth in Section 4.03, the Borrower may borrow, repay, and reborrow Revolving Loans.

Section 2.03 — Letters of Credit

(a) LC Sub-Facility. Subject to the terms and conditions set forth herein, the LC Issuer agrees to issue Lett

AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT
EXECUTION VERSION
Dated as of December 1, 2023
Among
STONEFIELD LOGISTICS GROUP INC., a Delaware corporation, as Borrower,
THE GUARANTORS PARTY HERETO,
PINNACLE NATIONAL BANK, N.A., as Administrative Agent and Collateral Agent,
and
THE LENDERS FROM TIME TO TIME PARTY HERETO
PINNACLE NATIONAL BANK, N.A. as Sole Lead Arranger and Sole Bookrunner (with respect to the original facility)
This Agreement amends and restates in its entirety that certain First Lien Credit Agreement, dated as of December 15, 2017 (as previously amended, supplemented, or otherwise modified prior to the date hereof, the "Original Credit Agreement"), among the Borrower, the Guarantors, Pinnacle National Bank, N.A., as Administrative Agent, and the Lenders party thereto.
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ARTICLE I — DEFINITIONS AND INTERPRETATION
This AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (this "Agreement"), dated as of December 1, 2023, is entered into among STONEFIELD LOGISTICS GROUP INC., a Delaware corporation (the "Borrower"), the Guarantors party hereto, PINNACLE NATIONAL BANK, N.A., as Administrative Agent and Collateral Agent, and the Lenders from time to time party hereto.
RECITALS
WHEREAS, the Borrower, the Guarantors, the Administrative Agent, and certain Lenders are parties to that certain First Lien Credit Agreement, dated as of December 15, 2017 (as amended, supplemented, or otherwise modified prior to the date hereof, the "Original Credit Agreement");
WHEREAS, the Borrower has requested that the Lenders amend and restate the Original Credit Agreement in its entirety to, among other things, extend the maturity dates of the Term Loans and the Revolving Commitments, modify certain financial covenants and other terms of the Original Credit Agreement, and reflect the Restructuring Transactions described in Annex I hereto;
WHEREAS, the Required Lenders and all Revolving Lenders have consented to such amendment and restatement on the terms and conditions set forth herein;
WHEREAS, the Restructuring Transactions are being consummated on a consensual, out-of-court basis pursuant to the Restructuring Support Agreement dated as of June 30, 2023, among the Borrower, Ridgeline Capital Partners Fund III, L.P., the Consenting Term Lenders, the Consenting Revolving Lenders, and the Consenting Mezzanine Holders; and
WHEREAS, in connection with the Restructuring Transactions, (a) Belvedere Credit Opportunities Fund LP has agreed to provide a super-priority first-out term loan facility of $55,000,000 pursuant to the Super-Priority Credit Agreement, (b) the Mezzanine Notes are being equitized in exchange for Series A Preferred Stock and Common Stock of the Borrower pursuant to the Exchange Agreement, and (c) Ridgeline Capital Partners Fund III, L.P. has agreed to contribute $12,500,000 in new cash equity to the Borrower;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Adjusted EBITDA" means, for any Test Period, Consolidated Net Income of the Borrower and its Subsidiaries on a consolidated basis for such period, plus, without duplication, to the extent deducted (or not included) in computing Consolidated Net Income for such period: (a) consolidated interest expense (including, without limitation, (i) amortization of original issue discount and debt issuance costs, (ii) non-cash interest expense, (iii) the interest component of any payments made under Capital Leases, and (iv) any net payments made (or minus any net payments received) under Swap Agreements in respect of interest rates), (b) provision for income taxes (whether or not paid during such period), (c) depreciation and amortization expense, (d) non-cash stock-based compensation expense and other non-cash charges (including non-cash charges arising under FASB ASC 718 or any successor standard) but excluding any non-cash charge to the extent that it represents an accrual or reserve for a cash expenditure in a future period, (e) restructuring charges, including severance costs, retention payments, facility closure costs, and lease termination costs, in an aggregate amount not to exceed $15,000,000 during the term of this Agreement, (f) transaction costs, fees, and expenses (including legal, accounting, advisory, and investment banking fees) incurred in connection with the Restructuring Transactions, (g) sponsor management fees paid or payable to Ridgeline Capital Partners Fund III, L.P. or its Affiliates, to the extent permitted under this Agreement, (h) extraordinary, unusual, or non-recurring losses, charges, and expenses (including losses on asset dispositions other than in the ordinary course of business), (i) any loss attributable to the early extinguishment of Indebtedness or Swap Agreements, and (j) any other adjustments consistent with the management calculation methodology historically employed by the Borrower and reported upon by Whitfield & Pryce LLP, the Borrower's independent auditor; minus, to the extent included in computing Consolidated Net Income for such period, (x) extraordinary, unusual, or non-recurring gains, (y) non-cash gains (excluding any non-cash gain to the extent that it represents the reversal of an accrual of, or reserve for, a potential cash item that reduced Adjusted EBITDA in any prior period), and (z) interest income. Notwithstanding the foregoing, (A) the aggregate amount of add-backs pursuant to clauses (e), (f), (g), and (h) above shall not exceed 25% of Adjusted EBITDA for any Test Period (calculated before giving effect to such add-backs), and (B) for purposes of calculating Adjusted EBITDA for any Test Period, if at any time during such Test Period the Borrower or any of its Subsidiaries shall have made any Permitted Acquisition or any Permitted Disposition, Adjusted EBITDA for such Test Period shall be calculated on a pro forma basis giving effect to such Permitted Acquisition or Permitted Disposition as if it had occurred on the first day of such Test Period.
"Adjusted Term SOFR" means, for any Interest Period, Term SOFR for such Interest Period plus 0.10% (10 basis points) for one-month Interest Periods, 0.15% (15 basis points) for three-month Interest Periods, and 0.25% (25 basis points) for six-month Interest Periods; provided that in no event shall Adjusted Term SOFR be less than the SOFR Floor.
"Administrative Agent" means Pinnacle National Bank, N.A., in its capacity as administrative agent for the Lenders hereunder, and its successors and assigns in such capacity. The Administrative Agent's address for notice purposes is 200 Liberty Street, New York, New York 10281, Attention: Daniel Wexford, Managing Director, Loan Restructuring Group, or such other address as the Administrative Agent may designate from time to time.
"Affiliate" means, with respect to any Person, another Person that directly or indirectly Controls, is Controlled by, or is under common Control with, such Person; provided, however, that the Administrative Agent and the Lenders shall not be deemed to be Affiliates of the Borrower or any of its Subsidiaries solely by reason of their respective capacities as Administrative Agent or Lender under this Agreement.
"Amended and Restated Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of the Borrower as filed with the Secretary of State of the State of Delaware on December 12, 2023, as amended, restated, supplemented, or otherwise modified from time to time.
"Amended and Restated Intercreditor Agreement" means that certain Amended and Restated Intercreditor Agreement dated as of November 10, 2023, among Belvedere Credit Opportunities Fund LP (in its capacity as Super-Priority Agent), Pinnacle National Bank, N.A. (in its capacity as First Lien Agent), the Borrower, and the Guarantors, as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof.
"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and any other similar laws of any jurisdiction in which the Borrower or any of its Subsidiaries operates.
"Applicable Rate" means (a) with respect to Term Loans, a rate per annum equal to 5.00% (500 basis points), (b) with respect to Revolving Loans, a rate per annum equal to 4.50% (450 basis points), (c) with respect to Letter of Credit fees payable under Section 2.08(b), a per annum fee equal to the Applicable Rate then in effect for Revolving Loans, and (d) with respect to the commitment fee on unused Revolving Commitments payable under Section 2.08(a), a rate per annum equal to 0.50% (50 basis points).
"Assignment and Assumption" means an assignment and assumption substantially in the form of Exhibit B hereto or any other form approved by the Administrative Agent.
"Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended from time to time.
"Board" means the board of directors (or equivalent governing body) of the Borrower.
"Borrower" means Stonefield Logistics Group Inc., a Delaware corporation, EIN 83-2457109, Delaware Secretary of State File No. 6341872, and its successors and permitted assigns.
"Borrowing" means a borrowing consisting of Loans of the same Type and, in the case of Term SOFR Loans, having the same Interest Period, made, converted, or continued on the same date and, in the case of Revolving Loans, by each Revolving Lender pursuant to its Revolving Commitment.
"Borrowing Request" means a request by the Borrower for a Borrowing in accordance with Section 2.02, which shall be substantially in the form of Exhibit C hereto or any other form approved by the Administrative Agent.
"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Term SOFR Loan, the term "Business Day" shall also exclude any day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
"Capital Lease" means, as applied to any Person, any lease of any property by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease or finance lease on the balance sheet of that Person; provided that, for the avoidance of doubt, operating leases of the Borrower and its Subsidiaries that were reclassified as finance leases solely as a result of the adoption of ASC 842 shall not be treated as Capital Leases for purposes of this Agreement (in accordance with Section 1.03).
"Capital Stock" means (a) in the case of a corporation, capital stock or shares, (b) in the case of an association or business entity, any and all shares, interests, participations, rights, or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case of a limited liability company, membership interests, and (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
"Cash Equivalents" means (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof, (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody's, (c) investments in certificates of deposit, banker's acceptances, and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any state thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000, and (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above.
"Change of Control" means the occurrence of any of the following: (a) any Person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than any Permitted Holder, acquiring direct or indirect beneficial ownership (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of more than 50% of the total outstanding voting equity interests of the Borrower, (b) the Borrower ceasing to directly or indirectly own, beneficially and of record, 100% of the issued and outstanding equity interests of each Guarantor (subject to Permitted Dispositions expressly permitted under Section 6.04), or (c) the occurrence of a "Change of Control" (or any term of similar import) under the Super-Priority Credit Agreement.
"Closing Date" means December 19, 2023, being the date on which all conditions precedent set forth in Sections 4.01 and 4.02 of this Agreement are satisfied or waived and the initial funding of the Super-Priority Credit Agreement occurs.
"Collateral" means all property and assets of the Borrower and the Guarantors, whether real, personal, or mixed, tangible or intangible, now owned or hereafter acquired, that are or are required to be subject to the Liens created by the Security Documents, as more particularly described in the Pledge and Security Agreement and the other Security Documents.
"Collateral Agent" means Pinnacle National Bank, N.A., in its capacity as collateral agent for the First Lien Secured Parties under the Security Documents and the Amended and Restated Intercreditor Agreement, and its successors and assigns in such capacity.
"Commitment Fee" has the meaning assigned to such term in Section 2.08(a).
"Compliance Certificate" means a certificate substantially in the form of Exhibit A hereto.
"Consent Fee" means (a) with respect to the Term Loans, the consent fee equal to 0.50% of the outstanding principal amount of Term Loans held by each Consenting Term Lender (being an aggregate amount of $285,000,000 multiplied by 0.50%, equaling $1,425,000 in the aggregate), and (b) with respect to the Revolving Commitments, the consent fee equal to 0.25% of the Revolving Commitment of each Consenting Revolving Lender (being an aggregate amount of $35,000,000 multiplied by 0.25%, equaling $87,500 in the aggregate). The Consent Fee was earned and became payable on the Closing Date.
"Consenting Mezzanine Holders" means the holders of Mezzanine Notes that executed the RSA or a joinder thereto and consented to the Restructuring Transactions, representing $134,500,000 in aggregate principal amount of Mezzanine Notes (96.1% of the total outstanding).
"Consenting Revolving Lenders" means all Revolving Lenders that executed the RSA, being Pinnacle National Bank, N.A., Great Basin Commercial Bank, and Tidewater Lending Corporation, representing 100% of the aggregate Revolving Commitments.
"Consenting Term Lenders" means the Term Lenders that executed the RSA or a joinder thereto and consented to the Restructuring Transactions, holding $228,500,000 in aggregate principal amount of Term Loans (80.2% of the total outstanding).
"Consolidated Net Income" means, for any period, the net income (or loss) of the Borrower and its Subsidiaries on a consolidated basis for such period, determined in accordance with GAAP; provided that there shall be excluded (a) the net income of any Person that is not a Subsidiary of the Borrower, except to the extent of the amount of dividends or distributions or other payments actually paid in cash or Cash Equivalents to the Borrower or a Subsidiary of the Borrower during such period by such Person, (b) the net income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries or the date on which all or substantially all of the property or assets of such Person are acquired by the Borrower or any of its Subsidiaries, and (c) the net income of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such net income is not permitted at the date of determination by the organizational documents of such Subsidiary, any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to such Subsidiary, except to the extent of the amount of dividends or distributions or other payments actually paid in cash or Cash Equivalents to the Borrower or any of its Subsidiaries during such period by such Subsidiary.
"Consolidated Total Net Debt" means, as of any date of determination, (a) all funded Indebtedness (including, without limitation, Indebtedness arising under this Agreement, the Super-Priority Credit Agreement, and any Capital Leases) of the Borrower and its Subsidiaries on a consolidated basis as of such date, minus (b) unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries on a consolidated basis as of such date; provided that the amount subtracted pursuant to clause (b) shall not exceed $25,000,000.
"Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract, or otherwise. "Controlled" and "Controlling" have meanings correlative thereto.
"DDTL" means the delayed-draw term loan under the Super-Priority Credit Agreement in an aggregate principal amount of $10,000,000, available for drawing by the Borrower subject to the terms and conditions of the Super-Priority Credit Agreement.
"Default" means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would constitute an Event of Default.
"Default Rate" has the meaning assigned to such term in Section 2.07(c).
"Disqualified Institutions" means the Persons listed on Schedule 10.06 hereto, as such schedule may be updated by the Borrower from time to time upon written notice to the Administrative Agent (provided that no such update shall apply retroactively to any assignment that has already been consummated).
"Dollar" and "$" mean lawful money of the United States of America.
"Environmental Laws" means all federal, state, local, and foreign laws, statutes, ordinances, rules, regulations, codes, orders, judgments, decrees, or legally binding requirements relating to pollution or protection of the environment, human health, or safety (as it relates to exposure to Hazardous Materials), or the generation, use, storage, treatment, transport, Release, or disposal of Hazardous Materials.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.
"ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Sections 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
"Event of Default" has the meaning assigned to such term in Section 7.01.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Exchange Agreement" means that certain Exchange Agreement dated as of December 8, 2023, among the Borrower and the Exchanging Mezzanine Holders, pursuant to which the Mezzanine Notes are exchanged for Series A Preferred Stock and Common Stock of the Borrower, as amended, supplemented, or otherwise modified from time to time.
"Exchanging Mezzanine Holders" means the Mezzanine Equitization Recipients.
"First Lien Obligations" means all Obligations of the Borrower and the Guarantors arising under or in connection with this Agreement and the other Loan Documents, including, without limitation, all principal, interest (including interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization, or like proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, premiums, expenses, indemnification obligations, and other amounts, in each case whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising. The First Lien Obligations are secured on a second-out basis relative to the Super-Priority Obligations pursuant to the terms and provisions of the Amended and Restated Intercreditor Agreement.
"First Lien Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the LC Issuer, the Swingline Lender, and each other Person to whom First Lien Obligations are owed.
"First Supplemental Indenture" means the Supplemental Indenture dated as of December 8, 2023, to the Mezzanine Indenture, among Stonefield Logistics Group Inc. as Issuer and Continental Fiduciary Trust Company as Trustee.
"GAAP" means generally accepted accounting principles in the United States of America, as in effect from time to time, subject to Section 1.03.
"Governmental Authority" means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
"Guarantors" means, collectively, (a) Stonefield Logistics Holdings LLC, a Delaware limited liability company (direct parent holding company), (b) Stonefield Freight Services LLC, a Texas limited liability company (operating subsidiary), (c) Stonefield Last Mile Inc., a Delaware corporation (operating subsidiary), (d) Stonefield Warehousing LLC, a Texas limited liability company (operating subsidiary), and (e) each other Subsidiary of the Borrower that becomes a Guarantor pursuant to Section 5.12, and their respective successors and assigns.
"Guaranty" means the guaranty set forth in Article IX hereof.
"Hazardous Materials" means all explosive or radioactive substances or wastes, hazardous or toxic substances, wastes, or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
"Indebtedness" means, as to any Person at any time, without duplication, all of the following: (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (other than current accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all guarantees by such Person of Indebtedness of others, (g) all Capital Lease obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, and (i) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.
"Interest Election Request" means a request by the Borrower to convert or continue a Borrowing, which shall be substantially in the form of Exhibit D hereto or any other form approved by the Administrative Agent.
"Interest Period" means, with respect to any Term SOFR Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is 1, 3, or 6 months thereafter, as the Borrower may elect; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (c) no Interest Period shall extend beyond the applicable Maturity Date.
"LC Exposure" means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time.
"LC Issuer" means Pinnacle National Bank, N.A. (or its designee acceptable to the Administrative Agent), in its capacity as the issuer of Letters of Credit hereunder, and its successors and assigns in such capacity.
"Lenders" means the financial institutions from time to time party hereto as lenders, including the Term Lenders and the Revolving Lenders, and their respective successors and assigns.
"Letter of Credit" means any letter of credit issued pursuant to Section 2.03.
"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority, or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way, or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).
"Loan Documents" means, collectively, this Agreement, the Notes (if any), the Guaranty, the Pledge and Security Agreement, the other Security Documents, and each other agreement, instrument, or document executed and delivered in connection herewith or therewith, as each may be amended, restated, supplemented, or otherwise modified from time to time.
"Loans" means, collectively, the Term Loans, the Revolving Loans, and the Swingline Loans.
"Management Incentive Plan" or "MIP" means the management equity incentive plan adopted by the Board of the Borrower pursuant to which members of the management of the Borrower and its Subsidiaries will hold options, restricted stock units, or other equity awards representing, in the aggregate, 5.0% of the pro forma Common Stock of the Borrower (on a fully diluted basis), on terms and conditions approved by the Board.
"Material Adverse Effect" means (a) a material adverse change in, or a material adverse effect upon, the business, operations, properties, assets, financial condition, or prospects of the Borrower and its Subsidiaries taken as a whole, (b) a material adverse effect on the ability of the Borrower or any Guarantor to perform any of its material obligations under any Loan Document to which it is a party, or (c) a material adverse effect on the rights and remedies of the Administrative Agent and the Lenders under any Loan Document.
"Maturity Date" means (a) with respect to the Term Loans, December 19, 2028 (the "Term Loan Maturity Date"), and (b) with respect to the Revolving Loans, December 19, 2027 (the "Revolving Maturity Date"); provided that the Revolving Maturity Date shall spring to the date that is 91 days prior to the Term Loan Maturity Date (i.e., September 19, 2028) if the Term Loans have not been repaid in full or refinanced in full with Indebtedness having a maturity date at least 91 days after the scheduled Revolving Maturity Date prior to such date (such earlier date, the "Springing Maturity Date").
"Mezzanine Equitization" means the exchange of $140,000,000 in aggregate principal amount of 11.50% Senior Secured Second Lien Notes due June 15, 2025 (the Mezzanine Notes), together with the waiver by the Exchanging Mezzanine Holders of accrued and unpaid PIK interest of $8,100,000 thereon, for (a) Series A Preferred Stock of the Borrower having an aggregate liquidation preference of $35,000,000, and (b) shares of Common Stock of the Borrower representing 47.5% of the pro forma Common Stock (on a fully diluted basis, but prior to giving effect to the Management Incentive Plan), in each case pursuant to the Exchange Agreement.
"Mezzanine Equitization Recipients" means, collectively, Graystone Mezzanine Capital Fund II LP, Ashland Structured Credit LLC, Dunmore Special Situations Fund LP, and each of the other holders of Mezzanine Notes that exchanged their Mezzanine Notes for Series A Preferred Stock and Common Stock of the Borrower pursuant to the Exchange Agreement.
"Mezzanine Indenture" means that certain Indenture dated as of December 15, 2017, among Stonefield Logistics Group Inc. as Issuer and Continental Fiduciary Trust Company as Trustee, as supplemented by the First Supplemental Indenture dated as of December 8, 2023, and as further amended, restated, supplemented, or otherwise modified from time to time.
"Mezzanine Notes" means the 11.50% Senior Secured Second Lien Notes due June 15, 2025, CUSIP 861537 AA 2, issued under the Mezzanine Indenture, all of which have been cancelled or stripped of covenants pursuant to the Exchange Agreement and the First Supplemental Indenture (including pursuant to exit consent amendments effected in connection with the Restructuring Transactions).
"Minimum Liquidity" has the meaning assigned to such term in Section 6.12(b).
"Moody's" means Moody's Investors Service, Inc., and its successors.
"Net Cash Proceeds" means, with respect to any event, the aggregate cash proceeds received by the Borrower or any Subsidiary in respect of such event, net of (a) out-of-pocket fees, costs, commissions, and expenses incurred and actually paid in connection therewith, (b) taxes paid or reasonably estimated to be payable as a result thereof, (c) amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such event (other than the Obligations), and (d) appropriate amounts to be provided by the Borrower or any Subsidiary as a reserve, in accordance with GAAP, against any liabilities associated with such event and retained by the Borrower or such Subsidiary after such event.
"Note" means a Term Loan Note or a Revolving Loan Note.
"Obligations" means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities, and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership, or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations, and liabilities of any of the Loan Parties to any of the Lenders, the Administrative Agent, the Collateral Agent, the LC Issuer, or any indemnified party, individually or collectively, existing on the Closing Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law, or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any of the Loans made or reimbursement or other obligations incurred or any of the Notes, Letters of Credit, or other instruments at any time evidencing any thereof.
"Original Credit Agreement" means the First Lien Credit Agreement dated as of December 15, 2017, among the Borrower, the Guarantors party thereto, Pinnacle National Bank, N.A. as Administrative Agent, and the Lenders party thereto, as amended by that certain Amendment No. 1 dated as of March 22, 2019, as further amended by that certain Waiver Letter dated as of September 15, 2022, and as otherwise amended, supplemented, or otherwise modified prior to the Restatement Effective Date.
"Permitted Acquisition" means any acquisition by the Borrower or any Subsidiary of all or substantially all of the assets of, or all of the Capital Stock of, any Person engaged in a line of business permitted by Section 6.10, provided that (a) no Default or Event of Default has occurred and is continuing or would result therefrom, (b) the Total Net Leverage Ratio, calculated on a pro forma basis after giving effect to such acquisition, would not exceed the applicable level in effect under Section 6.12(a) for the most recently ended Test Period, (c) the aggregate consideration paid for all such acquisitions during the term of this Agreement does not exceed $15,000,000, (d) any Person or assets so acquired are incorporated into the collateral and guaranty structure required hereunder within 30 days, and (e) the Administrative Agent shall have received such information and documentation as it may reasonably request in connection therewith.
"Permitted Dispositions" has the meaning assigned to such term in Section 6.04.
"Permitted Holders" means (a) Ridgeline Capital Partners Fund III, L.P., Ridgeline Capital Management III LLC, and their respective Affiliates, (b) the Mezzanine Equitization Recipients and their Permitted Transferees (as defined in the Stockholders' Agreement), and (c) members of the management of the Borrower and its Subsidiaries holding equity interests pursuant to the Management Incentive Plan or otherwise.
"Permitted Indebtedness" has the meaning assigned to such term in Section 6.01.
"Permitted Liens" has the meaning assigned to such term in Section 6.02.
"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority, or other entity.
"Pledge and Security Agreement" means the Amended and Restated Pledge and Security Agreement dated as of December 19, 2023, among the Borrower, the Guarantors, and the Collateral Agent, as amended, restated, supplemented, or otherwise modified from time to time.
"Quarterly Payment Date" means each March 31, June 30, September 30, and December 31, commencing March 31, 2024.
"Register" has the meaning assigned to such term in Section 2.10.
"Related Parties" means, with respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents, trustees, advisors, and representatives of such Person and of such Person's Affiliates.
"Required Lenders" means, at any time, Lenders holding more than 50% of the sum of (a) the aggregate outstanding principal amount of Term Loans at such time and (b) the aggregate Revolving Commitments at such time (or, if the Revolving Commitments have been terminated, the sum of the aggregate outstanding principal amount of Revolving Loans and the aggregate LC Exposure at such time). For the avoidance of doubt, the outstanding principal amount of Term Loans and the aggregate Revolving Commitments of any Defaulting Lender shall be excluded from the calculation of Required Lenders at any time such Lender is a Defaulting Lender.
"Restatement Effective Date" means December 1, 2023, being the date on which this Amended and Restated Credit Agreement became effective in accordance with its terms.
"Restructuring Support Agreement" or "RSA" means the Restructuring Support Agreement dated as of June 30, 2023, among the Borrower, Ridgeline Capital Partners Fund III, L.P., the Consenting Term Lenders, the Consenting Revolving Lenders, and the Consenting Mezzanine Holders, as amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Restructuring Transactions" means, collectively, the transactions contemplated by the RSA, including (a) the amendment and restatement of the Original Credit Agreement effected by this Agreement, (b) the entry into the Super-Priority Credit Agreement and the funding of loans thereunder, (c) the Mezzanine Equitization, (d) the entry into the Amended and Restated Intercreditor Agreement, (e) the execution and delivery of the Exchange Agreement and the First Supplemental Indenture, (f) the filing of the Amended and Restated Certificate of Incorporation and the Series A Preferred Certificate of Designations, (g) the execution and delivery of the Stockholders' Agreement, (h) the equity contribution by Ridgeline Capital Partners Fund III, L.P. of $12,500,000, (i) the adoption of the Management Incentive Plan, (j) the reconstitution of the Board, and (k) all other transactions described in Annex I hereto.
"Revolving Commitment" means, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans and to acquire participations in Letters of Credit and Swingline Loans, in an amount not exceeding the amount set forth opposite such Revolving Lender's name on Schedule 1.01 under the caption "Revolving Commitment," as such amount may be reduced from time to time in accordance with this Agreement. The aggregate amount of Revolving Commitments as of the Restatement Effective Date is $35,000,000.
"Revolving Lender" means each Lender that has a Revolving Commitment or that holds Revolving Loans.
"Revolving Loan" means a loan made pursuant to Section 2.02.
"S&P" means S&P Global Ratings, a division of S&P Global Inc., and its successors.
"Sanctions" means all economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, (b) the United Nations Security Council, (c) the European Union, (d) Her Majesty's Treasury of the United Kingdom, or (e) any other relevant Governmental Authority.
"Security Documents" means, collectively, the Pledge and Security Agreement, the Mortgages (if any), any intellectual property security agreements, any deposit account control agreements, and any and all other instruments, documents, and agreements delivered by any Loan Party pursuant to this Agreement or any of the other Loan Documents in order to grant to the Collateral Agent, for the benefit of the First Lien Secured Parties, a Lien on any assets of any Loan Party as security for the First Lien Obligations.
"Series A Preferred Certificate of Designations" means the Certificate of Designations of Series A Preferred Stock of the Borrower as filed with the Secretary of State of the State of Delaware on December 12, 2023, setting forth the rights, preferences, privileges, and restrictions applicable to the Series A Preferred Stock.
"Series A Preferred Stock" means the Series A Preferred Stock of the Borrower, par value $0.001 per share, having an aggregate liquidation preference of $35,000,000 and bearing PIK dividends at a rate of 10.00% per annum, issued pursuant to the Series A Preferred Certificate of Designations.
"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
"SOFR Floor" means (a) with respect to Term Loans, 1.00% (100 basis points), and (b) with respect to Revolving Loans, 1.00% (100 basis points).
"Solvent" means, with respect to any Person on any date of determination, that on such date (a) the fair value of the assets of such Person, at a fair valuation, exceeds the debts and liabilities, direct, subordinated, contingent, or otherwise, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities, direct, subordinated, contingent, or otherwise, as such debts and other liabilities become absolute and matured, (c) such Person is able to pay its debts and liabilities, direct, subordinated, contingent, or otherwise, as such debts and liabilities become absolute and matured, and (d) such Person is not engaged in business or a transaction, and does not propose to engage in business or a transaction, for which such Person's property would constitute an unreasonably small capital.
"Sponsor" means Ridgeline Capital Partners Fund III, L.P., a Delaware limited partnership, and its successors and assigns.
"Stockholders' Agreement" means the Amended and Restated Stockholders' Agreement dated as of December 12, 2023, among the Borrower, Ridgeline Capital Partners Fund III, L.P., and the Mezzanine Equitization Recipients, as amended, restated, supplemented, or otherwise modified from time to time.
"Subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership, association, or other entity the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited liability company, partnership, association, or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests, are, as of such date, directly or indirectly owned, controlled, or held by such parent, or (b) that is, as of such date, otherwise Controlled by such parent.
"Super-Priority Agent" means Belvedere Credit Opportunities Fund LP, in its capacity as Administrative Agent and Collateral Agent under the Super-Priority Credit Agreement, and its successors and assigns in such capacity.
"Super-Priority Credit Agreement" means that certain Super-Priority Credit Agreement dated as of November 17, 2023, among the Borrower, the Guarantors, and Belvedere Credit Opportunities Fund LP as Administrative Agent, Collateral Agent, and Initial Lender, providing for a $55,000,000 super-priority first-out term loan facility (consisting of an initial term loan of $45,000,000 and a delayed-draw term loan commitment of $10,000,000), as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Super-Priority Obligations" means all obligations arising under or in connection with the Super-Priority Credit Agreement and the related loan documents (as defined therein), which rank senior in priority of lien and right of payment to the First Lien Obligations pursuant to the terms and provisions of the Amended and Restated Intercreditor Agreement.
"Swap Agreement" means any agreement with respect to any swap, forward, future, or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial, or pricing indices or measures of economic, financial, or pricing risk or value, or any similar transaction or any combination of these transactions.
"Swingline Lender" means Pinnacle National Bank, N.A., in its capacity as Swingline Lender hereunder, and its successors and assigns in such capacity.
"Swingline Loan" means a loan made pursuant to Section 2.04.
"Term Lender" means each Lender that holds outstanding Term Loans.
"Term Loan" means the term loans in the aggregate principal amount of $285,000,000 outstanding on the Restatement Effective Date, which were originally made under the Original Credit Agreement and continue hereunder as amended and restated.
"Term Loan Note" means a promissory note of the Borrower substantially in the form of Exhibit E, payable to a Term Lender and evidencing the Term Loans made by such Term Lender.
"Term SOFR" means, for any Interest Period, the Term SOFR Reference Rate for a tenor comparable to such Interest Period on the day that is two U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the CME Group Benchmark Administration Limited (or a successor administrator).
"Test Period" means, as of any date of determination, the most recently ended four consecutive fiscal quarter period of the Borrower for which financial statements are required to have been delivered pursuant to Section 5.01.
"Total Net Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated Total Net Debt as of such date to (b) Adjusted EBITDA for the most recently ended Test Period.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any of the Collateral, the Uniform Commercial Code as in effect from time to time in such other state.
Section 1.02 — Other Interpretive Provisions
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "herein," "hereof," and "hereunder," and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, such Loan Document unless otherwise specified, and (v) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.
(b) The word "or" is not exclusive.
(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
(d) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including," the word "to" means "to but excluding," and the word "through" means "to and including."
Section 1.03 — Accounting Terms and Determinations
(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect on the Restatement Effective Date, except as otherwise specifically prescribed herein.
(b) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at "fair value," as defined therein, and (ii) any change in GAAP occurring after the Restatement Effective Date (including any reclassification of operating leases as finance leases or capital leases under ASC 842 or any successor standard) that would require treating any lease or other obligation that was not required to be so treated prior to such change as a Capital Lease (a "Frozen GAAP Election"). The Borrower may revoke a Frozen GAAP Election at any time by notice to the Administrative Agent; provided that any such revocation shall be irrevocable.
Section 1.04 — Rounding
Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number) to the number of decimal places to which such ratio is expressed in this Agreement. For purposes of this Agreement, all financial ratios shall be calculated to the nearest 1/100th.
Section 1.05 — References to Agreements, Laws, Etc.
Unless otherwise specified, (a) all references herein to any agreement, instrument, or other document (including this Agreement, the other Loan Documents, the Super-Priority Credit Agreement, the Amended and Restated Intercreditor Agreement, and any organizational document) shall be deemed to refer to such agreement, instrument, or other document as it may be amended, restated, supplemented, or otherwise modified from time to time, subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or in any other Loan Document, and (b) all references herein to any statute, rule, regulation, or other law shall be deemed to refer to such statute, rule, regulation, or other law as amended from time to time and to any successor statute, rule, regulation, or other law.
Section 1.06 — Times of Day
Unless otherwise specified, all references herein to times of day shall be references to Eastern time (New York City time).
Section 1.07 — Timing of Payment or Performance
When the payment of any obligation or the performance of any covenant, duty, or obligation is stated to be due or required to be performed on a day that is not a Business Day, the date of such payment or performance shall be extended to the immediately succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension at the rate applicable to such payment.
Section 1.08 — Divisions
For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction's laws): (a) if any asset, right, obligation, or liability of any Person becomes the asset, right, obligation, or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and created on the first date of its existence by the holders of its equity interests at such time. For the avoidance of doubt, the division of a limited liability company shall be treated as the creation of a new entity for all purposes under this Agreement, and any assets and liabilities allocated to such new entity in connection with such division shall be treated as having been transferred to such new entity.
Section 1.09 — Rates; Benchmark Replacement
(a) The interest rate on Term SOFR Loans may be determined by reference to the Term SOFR Reference Rate, which is derived from the Secured Overnight Financing Rate, as published by the Federal Reserve Bank of New York. Term SOFR is intended to be a forward-looking rate and is based on market expectations for the SOFR over the applicable Interest Period.
(b) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment shall become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to such amendment. No replacement of the Benchmark with a Benchmark Replacement pursuant to this Section 1.09 will require the consent of any other party hereto. For purposes of this Section 1.09:
(i) "Benchmark Replacement" means the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (A) the sum of (1) the alternate rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark, giving due consideration to any evolving or then-prevailing market convention for determining a rate of interest for syndicated credit facilities denominated in Dollars at such time, and (2) the related Benchmark Replacement Adjustment; or (B) the sum of (1) the alternate rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark, giving due consideration to any then-prevailing market convention for determining a rate of interest for syndicated credit facilities denominated in Dollars at such time, and (2) the related Benchmark Replacement Adjustment.
(ii) "Benchmark Transition Event" means the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark (or the regulatory supervisor for the administrator of such Benchmark) announcing that all available tenors of such Benchmark have ceased or will cease to be provided or are or will no longer be representative, or that such Benchmark is no longer in compliance with or aligned to applicable industry standards.
(c) Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
ARTICLE II — THE CREDITS
Section 2.01 — Term Loans
(a) The parties hereto acknowledge and agree that the Term Loans in the aggregate outstanding principal amount of $285,000,000 were originally made by the Term Lenders under the Original Credit Agreement on or about December 15, 2017, and such Term Loans continue hereunder as amended and restated by this Agreement. No new Term Loans are being funded on the Restatement Effective Date or the Closing Date under this Agreement (it being understood that new term loans are being funded under the Super-Priority Credit Agreement in accordance with the terms thereof). Each Term Lender's outstanding Term Loan balance on the Restatement Effective Date is as set forth on Schedule 2.01 hereto.
(b) Amounts of Term Loans that are repaid or prepaid (whether voluntarily or pursuant to the mandatory prepayment provisions of Section 2.05) may not be reborrowed.
(c) Each Term Lender's outstanding principal balance of Term Loans as of the Restatement Effective Date is set forth opposite such Term Lender's name on Schedule 2.01 hereto.
Section 2.02 — Revolving Loans
(a) Revolving Commitments. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make Revolving Loans to the Borrower from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Revolving Lender's Revolving Credit Exposure exceeding such Revolving Lender's Revolving Commitment or (ii) the Total Revolving Credit Exposure exceeding the Total Revolving Commitment. The aggregate amount of Revolving Commitments as of the Restatement Effective Date is $35,000,000, which represents a reduction from the $50,000,000 aggregate Revolving Commitments in effect under the Original Credit Agreement. For the avoidance of doubt, the "Availability Period" means the period from and including the Closing Date to but excluding the earlier of the Revolving Maturity Date and the date of termination of the Revolving Commitments.
(b) Revolving Lenders and Commitments. As of the Restatement Effective Date, the Revolving Lenders and their respective Revolving Commitments are as follows:
(c) Continuation of Outstanding Revolving Loans. Any Revolving Loans outstanding immediately prior to the Restatement Effective Date under the Original Credit Agreement shall continue as Revolving Loans hereunder without any further action by the parties hereto. On the Closing Date, the outstanding Revolving Loans shall be adjusted as necessary to reflect the reduced Revolving Commitments set forth in Section 2.02(b), and any drawn amounts in excess of the reduced Revolving Commitments shall be repaid by the Borrower from closing proceeds available to the Borrower.
(d) Reborrowing. Within the foregoing limits and subject to the terms and conditions set forth herein and the satisfaction of the conditions precedent set forth in Section 4.03, the Borrower may borrow, repay, and reborrow Revolving Loans.
Section 2.03 — Letters of Credit
(a) LC Sub-Facility. Subject to the terms and conditions set forth herein, the LC Issuer agrees to issue Lett

AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT

EXECUTION VERSION

THE GUARANTORS PARTY HERETO,

THE LENDERS FROM TIME TO TIME PARTY HERETO

RECITALS

Record

Parties

Dates

Amounts