AMENDMENT NO. 1 AND RESTATEMENT AGREEMENT
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 SIGNATORY HERETO
Amendment No. 1 to that certain Credit Agreement, dated as of December 15, 2017 (as amended, restated, supplemented, or otherwise modified prior to the date hereof, the "Existing Credit Agreement")
Amended and Restated Credit Agreement attached hereto as Exhibit A (the "Amended and Restated Credit Agreement")
Right-click to update Table of Contents
This AMENDMENT NO. 1 AND RESTATEMENT AGREEMENT (this "Amendment"), dated as of December 1, 2023, is entered into by and among:
(1) STONEFIELD LOGISTICS GROUP INC., a corporation duly organized and existing under the laws of the State of Delaware (the "Borrower"), with its principal office located at 4200 Commerce Street, Suite 1500, Dallas, TX 75201, Employer Identification Number 83-2457109, Delaware File No. 6341872, with its registered agent in the State of Delaware being Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801;
(2) PINNACLE NATIONAL BANK, N.A., a national banking association, with its principal office located at 200 Liberty Street, New York, NY 10281, acting in its capacity as Administrative Agent and Collateral Agent under the Existing Credit Agreement (in such capacities, the "Administrative Agent"), contact: Daniel Wexford, Managing Director, Loan Restructuring Group;
(3) THE LENDERS SIGNATORY HERETO, constituting the Required Lenders under the Existing Credit Agreement (the "Consenting Lenders"); and
(4) THE GUARANTORS SIGNATORY HERETO (the "Guarantors"), being:
(a) Stonefield Logistics Holdings LLC, a limited liability company organized under the laws of the State of Delaware (direct parent of the Borrower);
(b) Stonefield Freight Services LLC, a limited liability company organized under the laws of the State of Texas (operating subsidiary of the Borrower);
(c) Stonefield Last Mile Inc., a corporation organized under the laws of the State of Delaware (operating subsidiary of the Borrower); and
(d) Stonefield Warehousing LLC, a limited liability company organized under the laws of the State of Texas (operating subsidiary of the Borrower).
RECITALS
A. The Borrower, the Guarantors, the Administrative Agent, and the Lenders are parties to that certain Credit Agreement, dated as of December 15, 2017 (as amended, restated, supplemented, or otherwise modified prior to the date hereof, the "Existing Credit Agreement"), pursuant to which the Lenders extended credit facilities to the Borrower consisting of:
(i) a revolving credit facility in an aggregate principal amount of $50,000,000 (the "Existing Revolving Facility"), of which $42,000,000 is currently drawn and $3,500,000 is committed under outstanding letters of credit, with $4,500,000 in remaining availability; and
(ii) a term loan B facility in an original aggregate principal amount of $310,000,000, of which $285,000,000 in aggregate principal amount remains outstanding after $25,000,000 in scheduled amortization payments (the "Existing Term Loan B").
Both facilities bear interest at rates based on the Secured Overnight Financing Rate ("SOFR"): the Existing Revolving Facility at SOFR plus 375 basis points per annum and the Existing Term Loan B at SOFR plus 425 basis points per annum (with a 75 basis point SOFR floor). Both facilities mature on December 15, 2024.
B. The Borrower has requested that the Lenders agree to amend and restate the Existing Credit Agreement in its entirety in the form of the Amended and Restated Credit Agreement attached hereto as Exhibit A (the "Amended and Restated Credit Agreement"), to, among other things:
(i) extend the maturity date of the Term Loan B from December 15, 2024 to December 19, 2028;
(ii) increase the applicable margin on the Term Loan B from SOFR plus 425 basis points to SOFR plus 500 basis points per annum and increase the SOFR floor from 75 basis points to 100 basis points;
(iii) reduce the aggregate commitment under the Revolving Facility from $50,000,000 to $35,000,000;
(iv) extend the maturity date of the Revolving Facility from December 15, 2024 to December 19, 2027, subject to a springing maturity 91 days prior to the maturity of the Term Loan B if the Term Loan B has not been refinanced or repaid in full on or prior to such date;
(v) increase the applicable margin on the Revolving Facility from SOFR plus 375 basis points to SOFR plus 450 basis points per annum;
(vi) maintain 1.00% annual amortization on the Term Loan B, payable in equal quarterly installments;
(vii) add financial covenants requiring (A) a Total Net Leverage Ratio not to exceed 6.50:1.00 by the fiscal quarter ending December 31, 2025, stepping down to 5.75:1.00 by the fiscal quarter ending December 31, 2027, and (B) Minimum Liquidity of not less than $20,000,000 at all times, tested monthly; and
(viii) make certain other modifications to the covenants, events of default, and other provisions of the Existing Credit Agreement, as more fully set forth in the Amended and Restated Credit Agreement.
C. In connection with the transactions contemplated hereby, the Borrower, Ridgeline Capital Partners Fund III, L.P. (the "Sponsor"), certain first lien term loan lenders holding $228,500,000 in aggregate principal amount of the outstanding Term Loan B (representing approximately 80.2% of the outstanding Term Loan B), all revolving facility lenders (consisting of Pinnacle National Bank, N.A., Great Basin Commercial Bank, and Tidewater Lending Corporation), and members of the ad hoc group of mezzanine holders have entered into that certain Restructuring Support Agreement, dated as of June 30, 2023 (as amended, supplemented, or otherwise modified from time to time, the "RSA"), pursuant to which, among other things, the parties agreed to support the consensual out-of-court restructuring of the Borrower's capital structure, including the execution, delivery, and performance of this Amendment and the entry into the Amended and Restated Credit Agreement.
D. This Amendment is being entered into in connection with the broader consensual out-of-court restructuring of the Borrower's capital structure (the "Restructuring"), which includes, in addition to the amendment and restatement of the Existing Credit Agreement contemplated hereby, the following related transactions:
(i) A new $55,000,000 super-priority first-out term loan facility (the "Super-Priority Facility") provided by Belvedere Credit Opportunities Fund LP, pursuant to a Super-Priority Credit Agreement dated as of November 17, 2023 (the "Super-Priority Credit Agreement"), among the Borrower, the Guarantors, and Belvedere Credit Opportunities Fund LP, as Administrative Agent, Collateral Agent, and Initial Lender;
(ii) An Amended and Restated Intercreditor Agreement dated as of November 10, 2023 (the "Intercreditor Agreement"), among Belvedere Credit Opportunities Fund LP (as Super-Priority Agent), the Administrative Agent (as First Lien Agent), and the Borrower, establishing a super-priority first-out / first lien second-out intercreditor arrangement governing the relative priorities and rights of the holders of Obligations under the Super-Priority Credit Agreement and the holders of Obligations under the Amended and Restated Credit Agreement;
(iii) The equitization of $140,000,000 in aggregate principal amount (plus $8,100,000 in accrued pay-in-kind interest) of 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSIP 861537 AA 2) (the "Mezzanine Notes") issued under the Indenture dated as of December 15, 2017 (Continental Fiduciary Trust Company, as Trustee) into Series A Preferred Stock of the Borrower ($35,000,000 aggregate liquidation preference) and 47.5% of the pro forma common equity of the Borrower, pursuant to an Exchange Agreement dated as of December 8, 2023 (the "Exchange Agreement"); and
(iv) A $12,500,000 new cash equity contribution by the Sponsor to the Borrower in exchange for additional common equity interests in the Borrower, to be funded on or prior to the Amendment Effective Date.
E. Section 10.01 of the Existing Credit Agreement provides that amendments thereto require the consent of the Required Lenders, defined as Lenders holding more than 50% of the sum of (x) the aggregate outstanding principal amount of the Term Loans and (y) the aggregate unused Revolving Commitments. The Consenting Lenders signatory hereto hold (i) $228,500,000 of the $285,000,000 in aggregate outstanding principal amount of the Existing Term Loan B (representing approximately 80.2% thereof), and (ii) 100% of the Revolving Facility commitments (consisting of Pinnacle National Bank, N.A. ($20,000,000), Great Basin Commercial Bank ($15,000,000), and Tidewater Lending Corporation ($15,000,000)), thereby constituting the Required Lenders under the Existing Credit Agreement. Accordingly, the Consenting Lenders are authorized to approve the amendment and restatement contemplated hereby.
F. As consideration for the agreements of the Consenting Lenders hereunder, and as an inducement for each Consenting Lender to consent to this Amendment, the Borrower has agreed to pay the following consent fees:
(i) To each Consenting Lender that holds Term Loan B loans, a consent fee (the "TLB Consent Fee") equal to 0.50% (50 basis points) of the outstanding principal amount of such Consenting Lender's Term Loan B loans as of the Amendment Effective Date, in the aggregate amount of $1,425,000 (calculated as $285,000,000 × 0.50%);
(ii) To each Consenting Lender that holds Revolving Commitments under the Amended and Restated Credit Agreement, a consent fee (the "Revolver Consent Fee") equal to 0.25% (25 basis points) of such Consenting Lender's Revolving Commitment as of the Amendment Effective Date, in the aggregate amount of $87,500 (calculated as $35,000,000 × 0.25%); and
(iii) All consent fees shall be paid in cash on the Amendment Effective Date in immediately available funds to the account designated by the Administrative Agent for distribution to the Consenting Lenders in accordance with Schedule 1 hereto.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms.
As used in this Amendment, the following terms shall have the meanings set forth below:
"Amendment" means this Amendment No. 1 and Restatement Agreement, dated as of December 1, 2023, among the Borrower, the Guarantors, the Administrative Agent, and the Consenting Lenders, including all schedules and exhibits hereto.
"Amended and Restated Credit Agreement" means the Existing Credit Agreement as amended and restated in its entirety in the form attached hereto as Exhibit A, effective as of the Amendment Effective Date.
"Amendment Effective Date" means the date on which all conditions precedent set forth in Article IV hereof have been satisfied or waived in accordance with the terms hereof, which date is expected to be December 19, 2023.
"Consenting Lenders" means the Lenders signatory hereto, as identified on the signature pages hereto and on Schedule 1 hereto.
"Exchange Agreement" means the Exchange Agreement, dated as of December 8, 2023, among the Borrower, Continental Fiduciary Trust Company (as Trustee under the Mezzanine Indenture), and the holders of Mezzanine Notes party thereto.
"Existing Credit Agreement" means the Credit Agreement, dated as of December 15, 2017, among the Borrower, the Guarantors, the Administrative Agent, and the Lenders party thereto from time to time, as in effect immediately prior to the Amendment Effective Date, as the same may have been amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof.
"Intercreditor Agreement" means the Amended and Restated Intercreditor Agreement, dated as of November 10, 2023, among Belvedere Credit Opportunities Fund LP (as Super-Priority Agent), the Administrative Agent (as First Lien Agent), and the Borrower.
"Mezzanine Notes" means the 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSIP 861537 AA 2), issued pursuant to the Indenture dated as of December 15, 2017, between the Borrower and Continental Fiduciary Trust Company, as Trustee.
"Restructuring" has the meaning set forth in Recital D hereof.
"Revolver Consent Fee" has the meaning set forth in Recital F hereof.
"RSA" means the Restructuring Support Agreement, dated as of June 30, 2023, among the Borrower, the Sponsor, certain first lien term loan lenders, the revolving facility lenders, and members of the ad hoc group of mezzanine holders, as amended, supplemented, or otherwise modified from time to time.
"Sponsor" means Ridgeline Capital Partners Fund III, L.P.
"Super-Priority Credit Agreement" means the 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.
"TLB Consent Fee" has the meaning set forth in Recital F hereof.
Capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Amended and Restated Credit Agreement (or, prior to the Amendment Effective Date, in the Existing Credit Agreement, as applicable).
Section 1.02 — Rules of Construction.
(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 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, shall be construed to refer to this Amendment in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections, Schedules, and Exhibits shall be construed to refer to Articles and Sections of, and Schedules and Exhibits to, this Amendment, 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) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.
(c) This Amendment shall be construed in accordance with, and governed by, the laws of the State of New York, and all terms used herein that are defined in the Uniform Commercial Code as in effect in the State of New York from time to time shall have the meanings set forth therein.
ARTICLE II — AMENDMENT AND RESTATEMENT
Section 2.01 — Amendment and Restatement of the Existing Credit Agreement.
(a) Effective as of the Amendment Effective Date, and subject to the satisfaction (or waiver) of the conditions precedent set forth in Article IV hereof, the Existing Credit Agreement is hereby amended and restated in its entirety in the form of the Amended and Restated Credit Agreement attached hereto as Exhibit A. On and after the Amendment Effective Date, the Amended and Restated Credit Agreement shall supersede the Existing Credit Agreement in its entirety and shall constitute the "Credit Agreement" for all purposes under the Loan Documents.
(b) From and after the Amendment Effective Date, all references to the "Credit Agreement" in the Loan Documents (including any Security Document, Guaranty, or other ancillary document entered into in connection with or pursuant to the Existing Credit Agreement) shall be deemed to refer to the Amended and Restated Credit Agreement, without the necessity of any further amendment to any such Loan Document.
(c) The parties hereto acknowledge and agree that the amendment and restatement of the Existing Credit Agreement effected hereby does not constitute a novation of the Obligations outstanding under the Existing Credit Agreement. All Obligations outstanding under the Existing Credit Agreement immediately prior to the Amendment Effective Date (including, without limitation, all outstanding principal, accrued and unpaid interest, fees, reimbursement obligations, and other amounts owing thereunder) shall continue as Obligations under the Amended and Restated Credit Agreement, and all rights, remedies, and security interests of the Administrative Agent, the Collateral Agent, and the Lenders under the Existing Credit Agreement and the other Loan Documents shall continue in full force and effect under and with respect to the Amended and Restated Credit Agreement and the other Loan Documents (as amended, supplemented, or otherwise modified in connection herewith).
Section 2.02 — Term Loan B — Continuation of Outstanding Loans.
(a) The outstanding aggregate principal amount of the Existing Term Loan B immediately prior to the Amendment Effective Date, which amount is $285,000,000, shall continue as Term Loans outstanding under the Amended and Restated Credit Agreement. No additional Term Loans shall be made pursuant to this Amendment, and no portion of the outstanding Term Loans is being repaid in connection with the effectiveness of this Amendment (except to the extent otherwise required by the terms of the Amended and Restated Credit Agreement or the funds flow memorandum delivered pursuant to Section 4.01(m) hereof).
(b) From and after the Amendment Effective Date, such Term Loans shall bear interest at a rate per annum equal to SOFR (subject to a floor of 100 basis points) plus 500 basis points, and such Term Loans shall mature on December 19, 2028.
(c) Scheduled amortization payments on the Term Loans under the Amended and Restated Credit Agreement shall be payable in equal quarterly installments on the last Business Day of each March, June, September, and December, commencing with the first full fiscal quarter ending after the Amendment Effective Date, in an aggregate annual amount equal to 1.00% of the original principal amount of the Existing Term Loan B (as continued under the Amended and Restated Credit Agreement), with the balance payable on the maturity date thereof.
Section 2.03 — Revolving Facility — Reduction and Continuation.
(a) The aggregate Revolving Commitments shall be permanently reduced from $50,000,000 to $35,000,000 as of the Amendment Effective Date. Such reduction shall be applied ratably to each Revolving Lender's Revolving Commitment in accordance with its pro rata share.
(b) All Revolving Loans and Letters of Credit outstanding under the Existing Credit Agreement immediately prior to the Amendment Effective Date shall continue under the Amended and Restated Credit Agreement. To the extent that the aggregate outstanding Revolving Loans (together with the aggregate undrawn face amount of all outstanding Letters of Credit) exceed the reduced aggregate Revolving Commitments of $35,000,000 as of the Amendment Effective Date, the Borrower shall repay such excess on the Amendment Effective Date in immediately available funds, together with any accrued and unpaid interest on the amount so repaid and any breakage costs incurred by the Revolving Lenders in connection therewith. Based on the Borrower's outstanding revolving utilization as of the date hereof ($42,000,000 in drawn revolving loans and $3,500,000 in outstanding letters of credit, for total utilization of $45,500,000), the Borrower anticipates that a mandatory prepayment of $10,500,000 in Revolving Loans will be required on the Amendment Effective Date to reduce aggregate revolving utilization to within the reduced commitment amount, subject to final determination based on utilization levels as of the Amendment Effective Date.
(c) From and after the Amendment Effective Date, Revolving Loans shall bear interest at a rate per annum equal to SOFR plus 450 basis points, and the Revolving Facility shall mature on December 19, 2027; provided, however, that the maturity date of the Revolving Facility shall be subject to a springing maturity occurring 91 days prior to the maturity date of the Term Loan B (i.e., September 19, 2028), if the Term Loan B has not been refinanced in full or repaid in full on or prior to such date.
Section 2.04 — Financial Covenants.
The Amended and Restated Credit Agreement includes the following financial covenants, which are not contained in the Existing Credit Agreement:
(a) Total Net Leverage Ratio. Commencing with the fiscal quarter ending March 31, 2024, the Borrower shall not permit the Total Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement) as of the last day of any fiscal quarter to exceed the applicable ratio set forth below:
(b) Minimum Liquidity. Commencing on the Amendment Effective Date, the Borrower shall not permit Liquidity (as defined in the Amended and Restated Credit Agreement) at any time to be less than $20,000,000. Compliance with this covenant shall be tested monthly as of the last Business Day of each calendar month and shall be certified in writing by the Borrower to the Administrative Agent within fifteen (15) days after the end of each such calendar month.
Section 2.05 — Consent Fees.
(a) On the Amendment Effective Date, the Borrower shall pay to the Administrative Agent, for the account of each Consenting Lender, the following consent fees:
(i) TLB Consent Fee. To each Consenting Lender that holds Term Loan B loans, a consent fee equal to 0.50% (50 basis points) of the outstanding principal amount of such Consenting Lender's Term Loan B loans as of the Amendment Effective Date. The aggregate amount of TLB Consent Fees payable hereunder is $1,425,000 (calculated as $285,000,000 multiplied by 0.50%). The allocation of TLB Consent Fees among the Consenting Lenders is set forth on Schedule 1, Part A hereto.
(ii) Revolver Consent Fee. To each Consenting Lender that holds Revolving Commitments under the Amended and Restated Credit Agreement, a consent fee equal to 0.25% (25 basis points) of such Consenting Lender's Revolving Commitment under the Amended and Restated Credit Agreement as of the Amendment Effective Date. The aggregate amount of Revolver Consent Fees payable hereunder is $87,500 (calculated as $35,000,000 multiplied by 0.25%). The allocation of Revolver Consent Fees among the Consenting Lenders is set forth on Schedule 1, Part B hereto.
(b) All consent fees payable hereunder shall be fully earned when paid and shall be non-refundable for any reason whatsoever.
(c) All consent fees shall be paid by the Borrower in immediately available funds to the account designated by the Administrative Agent for distribution to the applicable Consenting Lenders pro rata in accordance with their respective entitlements as set forth on Schedule 1 hereto.
Section 2.06 — Security and Collateral.
(a) All Liens on the Collateral securing the Obligations under the Existing Credit Agreement shall continue in full force and effect and, without any further action by any party hereto, shall secure the Obligations under the Amended and Restated Credit Agreement. No re-grant, re-pledge, or re-assignment of any security interest in the Collateral is intended or required hereby, and the amendment and restatement of the Existing Credit Agreement shall not be deemed to constitute a release of any Lien or a re-grant of any security interest.
(b) The Collateral Agent's Liens on the Collateral are subject to the terms and conditions of the Amended and Restated Intercreditor Agreement dated as of November 10, 2023, establishing the super-priority first-out / first lien second-out waterfall as between the obligations under the Super-Priority Credit Agreement and the obligations under the Amended and Restated Credit Agreement. Each of the Borrower, the Guarantors, and the Consenting Lenders hereby acknowledges and consents to the terms of the Intercreditor Agreement and agrees to be bound thereby.
(c) The Administrative Agent, in its capacity as Collateral Agent, is hereby authorized to execute and deliver the Intercreditor Agreement and any amendments, supplements, or modifications thereto, on behalf of the Lenders, in accordance with the terms of the Amended and Restated Credit Agreement and the Intercreditor Agreement.
ARTICLE III — REPRESENTATIONS AND WARRANTIES
Section 3.01 — Representations and Warranties of the Borrower.
The Borrower hereby represents and warrants to the Administrative Agent and each Consenting Lender, as of the date hereof and as of the Amendment Effective Date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date), as follows:
(a) Organization and Good Standing. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Borrower's Delaware File Number is 6341872 and its Employer Identification Number is 83-2457109. The Borrower has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted and as proposed to be conducted. The Borrower is duly qualified and authorized to do business and is in good standing in each jurisdiction where the character of its properties or the nature of its business requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.
(b) Corporate Authority. The execution, delivery, and performance by the Borrower of this Amendment and the Amended and Restated Credit Agreement, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Borrower, including resolutions of the Board of Directors of the Borrower dated June 29, 2023 (approving entry into the Restructuring transactions, including the RSA and the transactions contemplated thereby) and December 11, 2023 (authorizing the closing and execution of the definitive documents for the Restructuring, including this Amendment, the Amended and Restated Credit Agreement, and the related documents). No other corporate action or proceeding on the part of the Borrower or its stockholders is necessary to authorize the execution, delivery, or performance of this Amendment or the Amended and Restated Credit Agreement.
(c) Enforceability. This Amendment and the Amended and Restated Credit Agreement have been duly executed and delivered by the Borrower and constitute the legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, subject to (i) the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, (ii) general principles of equity (whether considered in a proceeding in equity or at law), and (iii) an implied covenant of good faith and fair dealing.
(d) No Conflict. The execution, delivery, and performance by the Borrower of this Amendment and the Amended and Restated Credit Agreement, and the consummation of the transactions contemplated hereby and thereby, do not and will not:
(i) violate or conflict with the Amended and Restated Certificate of Incorporation or the Bylaws of the Borrower (in each case, as amended through the date hereof and as to be amended on the Amendment Effective Date);
(ii) violate any applicable law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any Governmental Authority applicable to the Borrower or any of its properties;
(iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, amendment, acceleration, or cancellation under, any material contractual obligation to which the Borrower is a party or by which its properties or assets may be bound; or
(iv) result in the creation or imposition of any Lien on any property or assets of the Borrower, other than Liens permitted under the Amended and Restated Credit Agreement or the Intercreditor Agreement.
(e) Governmental Approvals. No governmental or regulatory approval, consent, license, permit, order, or filing with any Governmental Authority is required in connection with the execution, delivery, and performance by the Borrower of this Amendment or the Amended and Restated Credit Agreement or the consummation of the transactions contemplated hereby or thereby, except (i) filings with the Secretary of State of the State of Delaware in connection with the Amended and Restated Certificate of Incorporation and the Certificate of Designations (Series A Preferred Stock), and (ii) such filings, consents, or approvals as have already been obtained or made on or prior to the date hereof.
(f) No Default. Immediately before and immediately after giving effect to this Amendment and the transactions contemplated hereby (including the amendment and restatement of the Existing Credit Agreement), no Default or Event of Default exists or would result therefrom under the Existing Credit Agreement or the Amended and Restated Credit Agreement.
(g) Accuracy of Representations in the Amended and Restated Credit Agreement. All representations and warranties of the Borrower and the Guarantors set forth in the Amended and Restated Credit Agreement and in the other Loan Documents are true and correct in all material respects as of the Amendment Effective Date (or, in the case of any representation or warranty that is qualified by materiality or Material Adverse Effect, such representation or warranty is true and correct in all respects) as of the Amendment Effective Date, except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or in all respects, as applicable) as of such earlier date.
Section 3.02 — Representations and Warranties of Each Guarantor.
Each Guarantor hereby represents and warrants to the Administrative Agent and each Consenting Lender, as of the date hereof and as of the Amendment Effective Date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date), mutatis mutandis, the same matters as are set forth in Section 3.01(a) through Section 3.01(g) above with respect to its organizational status (including due organization, valid existence, and good standing under the laws of its jurisdiction of formation), its authority to execute, deliver, and perform this Amendment and the Amended and Restated Credit Agreement, the enforceability of this Amendment and the Amended and Restated Credit Agreement against such Guarantor, the absence of any conflict resulting from the execution and delivery of this Amendment, the absence of any required governmental approval (other than as set forth in Section 3.01(e)), the absence of any Default or Event of Default, and the accuracy of its representations and warranties set forth in the Amended and Restated Credit Agreement and the other Loan Documents.
ARTICLE IV — CONDITIONS PRECEDENT TO AMENDMENT EFFECTIVE DATE
Section 4.01 — Conditions Precedent.
The effectiveness of this Amendment (including the amendment and restatement of the Existing Credit Agreement in the form of the Amended and Restated Credit Agreement) is subject to the satisfaction (or waiver by the Administrative Agent and the Required Lenders, acting in their sole discretion) of each of the following conditions precedent on or prior to the Amendment Effective Date:
(a) Execution and Delivery. This Amendment shall have been duly executed and delivered by the Borrower, each Guarantor, the Administrative Agent, and the Consenting Lenders constituting the Required Lenders under the Existing Credit Agreement. The Administrative Agent shall have received from each such party an executed counterpart of this Amendment (or, in the case of any party from which the Administrative Agent has not received an original counterpart, written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic PDF transmission of a signed counterpart) that such party has executed a counterpart hereof).
(b) Amended and Restated Credit Agreement. The Amended and Restated Credit Agreement, substantially in the form of Exhibit A hereto, together with all schedules and exhibits thereto, shall have been duly executed and delivered by the Borrower, each Guarantor, the Administrative Agent, and all Lenders required to be parties thereto, and the Administrative Agent shall have received executed counterparts thereof from each such party.
(c) Super-Priority Credit Agreement. The 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), shall have been duly executed and delivered by all parties thereto, and the initial funding thereunder in an aggregate principal amount of $45,000,000 (funded at closing, less original issue discount of $1,100,000, for net cash proceeds of $43,900,000) shall have occurred or shall occur substantially simultaneously with the Amendment Effective Date. The remaining $10,000,000 of the Super-Priority Facility shall remain available to the Borrower as a delayed draw facility in accordance with the terms of the Super-Priority Credit Agreement.
(d) Intercreditor Agreement. The Amended and Restated Intercreditor Agreement, dated as of November 10, 2023, among Belvedere Credit Opportunities Fund LP (as Super-Priority Agent), the Administrative Agent (as First Lien Agent), and the Borrower, shall have been duly executed and delivered by all parties thereto and shall be in full force and effect as of the Amendment Effective Date.
(e) Mezzanine Equitization. The Exchange Agreement, dated as of December 8, 2023, and the First Supplemental Indenture to the Mezzanine Indenture dated as of December 15, 2017 (Continental Fiduciary Trust Company, as Trustee), shall have been duly executed and delivered by all parties thereto. The Mezzanine Notes (CUSIP 861537 AA 2), in an aggregate principal amount of $140,000,000 (plus $8,100,000 in accrued pay-in-kind interest), shall have been or shall substantially simultaneously with the Amendment Effective Date be exchanged for (i) Series A Preferred Stock of the Borrower ($35,000,000 aggregate liquidation preference) and (ii) 47.5% of the pro forma common equity of the Borrower, and shall have been or shall substantially simultaneously be cancelled and retired. Evidence of such exchange and cancellation, in form and substance satisfactory to the Administrative Agent, shall have been delivered to the Administrative Agent.
(f) Equity Documents. Each of the following documents shall have been duly executed and/or filed, as applicable, and the Administrative Agent shall have received true, correct, and complete copies thereof:
(i) the Amended and Restated Certificate of Incorporation of the Borrower, dated as of December 12, 2023, duly filed with the Secretary of State of the State of Delaware;
(ii) the Certificate of Designations, Preferences, and Rights of the Series A Preferred Stock of the Borrower, dated as of December 12, 2023, duly filed with the Secretary of State of the State of Delaware; and
(iii) the Amended and Restated Stockholders' Agreement, dated as of December 12, 2023, among the Borrower, the Sponsor, and the other stockholders party thereto, duly executed and delivered by all parties thereto.
(g) Sponsor Equity Contribution. Ridgeline Capital Partners Fund III, L.P. shall have funded its $12,500,000 new cash equity contribution to the Borrower, and the Administrative Agent shall have received evidence, in form and substance satisfactory to the Administrative Agent, that such funds have been deposited into the Borrower's operating account.
(h) Officer's Certificate. The Administrative Agent shall have received an Officer's Certificate, duly executed by Priya Sundaram, Chief Financial Officer of the Borrower, dated as of the Amendment Effective Date, certifying that:
(i) each of the representations and warranties of the Borrower and the Guarantors set forth in Article III of this Amendment and in the Amended and Restated Credit Agreement is true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, true and correct in all respects) as of the Amendment Effective Date (except to the extent any such representation or warranty expressly relates to an earlier date);
(ii) no Default or Event of Default exists or would result from the effectiveness of this Amendment and the consummation of the transactions contemplated hereby; and
(iii) since March 31, 2023, no Material Adverse Effect has occurred.
(i) Secretary's Certificate. The Administrative Agent shall have received a Secretary's Certificate, duly executed by Howard Kessler, General Counsel and Secretary of the Borrower, dated as of the Amendment Effective Date, certifying as to:
(i) the incumbency, title, and specimen signature of each officer of the Borrower authorized to execute and deliver this Amendment, the Amended and Restated Credit Agreement, and the other documents to be delivered in connection herewith;
(ii) true, correct, and complete copies of the Amended and Restated Certificate of Incorporation and the Bylaws of the Borrower, each as in effect on the Amendment Effective Date;
(iii) a certificate of good standing of the Borrower issued by the Secretary of State of the State of Delaware, dated not more than thirty (30) days prior to the Amendment Effective Date; and
(iv) true, correct, and complete copies of the resolutions of the Board of Directors of the Borrower, dated June 29, 2023 and December 11, 2023, authorizing the execution, delivery, and performance of this Amendment, the Amended and Restated Credit Agreement, and the other Restructuring documents.
(j) Legal Opinion. The Administrative Agent shall have received a legal opinion from Calderwood & Harkness LLP (Nathaniel Bower, Responsible Partner), counsel to the Borrower, addressed to the Administrative Agent and the Lenders, dated as of the Amendment Effective Date, and opining as to, among other things:
(i) due organization, valid existence, and good standing of the Borrower and each Guarantor;
(ii) corporate or organizational authority of the Borrower and each Guarantor to execute, deliver, and perform this Amendment and the Amended and Restated Credit Agreement;
(iii) due execution, delivery, and enforceability of this Amendment and the Amended and Restated Credit Agreement against the Borrower and each Guarantor, subject to customary qualifications and assumptions;
(iv) no conflicts with the organizational documents of the Borrower or any Guarantor, or with applicable law, or with material contractual obligations of the Borrower or any Guarantor; and
(v) no governmental approvals required in connection with the execution, delivery, and performance of this Amendment and the Amended and Restated Credit Agreement, except as noted therein.
Such legal opinion shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(k) Payment of Consent Fees. The Borrower shall have deposited with the Administrative Agent, in immediately available funds, the TLB Consent Fee in the aggregate amount of $1,425,000 and the Revolver Consent Fee in the aggregate amount of $87,500, in each case for distribution to the Consenting Lenders in accordance with Schedule 1 hereto.
(l) Payment of Fees and Expenses. The Borrower shall have paid all reasonable and documented fees, costs, and expenses of the Administrative Agent (including the reasonable and documented fees and disbursements of its counsel) and the reasonable and documented fees and expenses of Westlake Harden & Cole LLP (Ramona Quelibo, Lead Partner; Gregory Noll, Associate), as counsel to the Consenting Lenders, in connection with the negotiation, preparation, execution, and delivery of this Amendment, the Amended and Restated Credit Agreement, and the other documents delivered in connection herewith, in each case to the extent invoiced at least two (2) Business Days prior to the Amendment Effective Date (it being understood that the foregoing shall not limit the Borrower's obligation to pay any such fees and expenses invoiced after the Amendment Effective Date to the extent payable pursuant to the terms of the Amended and Restated Credit Agreement).
(m) Funds Flow. The Borrower shall have delivered to the Administrative Agent a funds flow memorandum (the "Funds Flow Memorandum"), in form and substance satisfactory to the Administrative Agent, detailing all payments, distributions, and wire transfers to be made on the Amendment Effective Date, including, without limitation, (i) the initial funding under the Super-Priority Credit Agreement, (ii) the payment of the consent fees, (iii) the repayment of any excess revolving borrowings, (iv) the payment of accrued and unpaid interest, fees, and expenses, and (v) the application of the Sponsor's equity contribution. The Administrative Agent shall have approved such Funds Flow Memorandum.
(n) No Material Adverse Effect. Since March 31, 2023, no event, condition, circumstance, development, or occurrence shall have occurred that has had or could reasonably be expected to have a Material Adverse Effect (as defined in the Existing Credit Agreement or the Amended and Restated Credit Agreement, as applicable).
(o) RSA Compliance. All applicable milestones set forth in the RSA, dated as of June 30, 2023, shall have been satisfied or waived in accordance with the terms thereof (including, without limitation, the milestone requiring definitive documentation to be executed on or prior to December 15, 2023, and the milestone requiring the Amendment Effective Date to have occurred on or prior to December 31, 2023), and the RSA long-stop date of December 31, 2023 shall not have passed without the Amendment Effective Date having occurred.
The Administrative Agent shall notify the Borrower and the Consenting Lenders of the occurrence of the Amendment Effective Date, and such notice shall be conclusive and binding. The failure by the Administrative Agent to give such notice shall not affect the occurrence of the Amendment Effective Date if all conditions set forth in this Section 4.01 have been satisfied or waived.
ARTICLE V — CONSENT AND REAFFIRMATION BY GUARANTORS
Section 5.01 — Consent of Guarantors.
Each of the Guarantors (consisting of Stonefield Logistics Holdings LLC, Stonefield Freight Services LLC, Stonefield Last Mile Inc., and Stonefield Warehousing LLC) hereby consents to this Amendment, the amendment and restatement of the Existing Credit Agreement in the form of the Amended and Restated Credit Agreement, and each of the other transactions contemplated hereby and thereby. Each Guarantor acknowledges that it has reviewed the terms of this Amendment and the Amended and Restated Credit Agreement and understands the effect thereof on its obligations under the Guaranty and the Security Documents. Each Guarantor confirms that its consent is given voluntarily and is not the result of any duress, coercion, or undue influence.
Section 5.02 — Reaffirmation of Guaranty.
(a) Each Guarantor hereby ratifies and reaffirms its obligations under its Guaranty (as defined in the Existing Credit Agreement and as continued under the Amended and Restated Credit Agreement) and confirms that such Guaranty remains in full force and effect and is not released, diminished, impaired, or otherwise affected by this Amendment or the amendment and restatement of the Existing Credit Agreement. Each Guarantor confirms that its Guaranty extends to and covers all Obligations of the Borrower under the Amended and Restated Credit Agreement (including, without limitation, all obligations arising from the extension of the maturity dates, the modification of the interest rate provisions, the addition of the financial covenants, and all other modifications set forth in the Amended and Restated Credit Agreement).
(b) Each Guarantor hereby ratifies and reaffirms all Liens granted by it under the Security Documents (including, without limitation, the Security Agreement, the Pledge Agreement, and any intellectual Property Security Agreement to which it is a party) and confirms that such Liens continue in full force and effect and secure the Obligations under the Amended and Restated Credit Agreement. Each Guarantor confirms that no further grant of a security interest, pledge, or assignment is necessary in connection with the effectiveness of this Amendment and the Amended and Restated Credit Agreement, and that the existing Security Documents are sufficient to create and evidence the Liens securing the Obligations under the Amended and Restated Credit Agreement.
(c) Each Guarantor acknowledges and agrees that its Guaranty and the Liens granted by it under the Security Documents extend to and secure the Obligations as modified by the Amended and Restated Credit Agreement, including without limitation the Obligations arising in connection with the increased applicable margins, extended maturity dates, and new financial covenants set forth in the Amended and Restated Credit Agreement.
ARTICLE VI — COVENANTS
Section 6.01 — Post-Amendment Effective Date Covenants.
From and after the Amendment Effective Date, the Borrower shall comply with all covenants and agreements set forth in the Amended and Restated Credit Agreement, including, without limitation:
(a) the financial covenants set forth in Section 2.04 hereof (Total Net Leverage Ratio and Minimum Liquidity), as more fully set forth in the Amended and Restated Credit Agreement;
(b) all affirmative covenants (including reporting and information covenants, maintenance of properties, insurance, compliance with laws, and inspection rights);
(c) all negative covenants (including limitations on indebtedness, liens, fundamental changes, investments, restricted payments, asset sales, transactions with affiliates, and amendments of subordinated or mezzanine debt); and
(d) all other covenants, agreements, and obligations of the Borrower and the Guarantors under the Amended and Restated Credit Agreement and the other Loan Documents.
Section 6.02 — UCC Filings.
(a) The Borrower and each Guarantor shall cooperate with the Administrative Agent (in its capacity as Collateral Agent) and its counsel in connection with any UCC financing statement amendments, UCC-3 amendments, or other filings with any filing office reasonably necessary or desirable to reflect the amendment and restatement of the Existing Credit Agreement, including, without limitation, any amendments to existing UCC-1 financing statements naming the Administrative Agent as secured party to reflect the Amended and Restated Credit Agreement or any changes to the Borrower's or any Guarantor's name, organizational structure, or jurisdiction of organization.
(b) The Borrower and each Guarantor hereby authorize the Administrative Agent to file, at the Borrower's expense, any UCC financing statement amendments or other filings that the Administrative Agent reasonably determines to be necessary or desirable in connection with the amendment and restatement contemplated hereby, without the further consent or signature of the Borrower or any Guarantor, to the fullest extent permitted by applicable law.
ARTICLE VII — MISCELLANEOUS
Section 7.01 — Effect of Amendment.
(a) Except as expressly amended and restated hereby, the Existing Credit Agreement and all other Loan Documents (including all Security Documents, Guaranties, and any other agreements, instruments, certificates, and documents executed and delivered in connection with or pursuant to the Existing Credit Agreement) shall remain in full force and effect and are hereby ratified and confirmed in all respects. Nothing herein shall be deemed to constitute a waiver of any Default or Event of Default or of any right or remedy that the Administrative Agent or any Lender may have under the Existing Credit Agreement, the Amended and Restated Credit Agreement, or any other Loan Document, except to the extent expressly set forth herein.
(b) This Amendment does not constitute a novation of the Obligations under the Existing Credit Agreement. All Obligations outstanding under the Existing Credit Agreement immediately prior to the Amendment Effective Date (including, without limitation, all outstanding principal, accrued and unpaid interest, fees, reimbursement obligations, indemnification obligations, and other amounts owing under or in respect of the Existing Credit Agreement and the other Loan Documents) shall continue as Obligations under the Amended and Restated Credit Agreement, and the Borrower and each Guarantor hereby acknowledges and confirms that such Obligations are and remain valid, binding, and enforceable against the Borrower and each Guarantor, respectively.
(c) From and after the Amendment Effective Date, (i) all references to the "Credit Agreement" in any Loan Document shall be deemed to refer to the Amended and Restated Credit Agreement, (ii) all references to "Obligations" in any Security Document or Guaranty shall be deemed to include the Obligations as defined in and arising under the Amended and Restated Credit Agreement, and (iii) all references to the "Administrative Agent" or "Collateral Agent" in any Loan Document shall continue to refer to Pinnacle National Bank, N.A., in its capacity as Administrative Agent and Collateral Agent under the Amended and Restated Credit Agreement.
Section 7.02 — Governing Law.
This Amendment and all claims or causes of action (whether in contract, tort, or otherwise) arising out of, based upon, or relating to this Amendment or the negotiation, execution, or performance hereof shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
Section 7.03 — Submission to Jurisdiction; Waiver of Jury Trial.
(a) Submission to Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, the City of New York, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment or the Amended and Restated Credit Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by law, in such United States federal court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 7.03 shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Amendment against the Borrower or any Guarantor or their respective properties in the courts of any other jurisdiction.
(b) Waiver of Venue. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Amendment or the Amended and Restated Credit Agreement in any court referred to in Section 7.03(a). Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(c) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE AMENDED AND RESTATED CREDIT AGREEMENT, OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.03(c).
Section 7.04 — Severability.
If any provision of this Amendment is held to be illegal, invalid, or unenforceable by any court of competent jurisdiction, such provision shall be fully severable, and this Amendment shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof. The remaining provisions of this Amendment shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance herefrom. In lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Amendment a legal, valid, and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible.
Section 7.05 — Counterparts; Electronic Execution.
(a) This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of which, taken together, shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment by telecopy, emailed .pdf, or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.
(b) The words "execution," "signed," "signature," "delivery," and words of like import in or relating to this Amendment or any document to be signed in connection with this Amendment shall be deemed to include electronic signatures, deliveries, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature, physical delivery thereof, or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
Section 7.06 — Entire Agreement.
This Amendment, together with the Amended and Restated Credit Agreement (including all schedules and exhibits thereto), the Intercreditor Agreement, and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, among the parties hereto with respect to the subject matter hereof. There are no restrictions, promises, warranties, covenants, or undertakings, other than those expressly set forth or referred to herein or in the Amended and Restated Credit Agreement and the other Loan Documents, with respect to the credit facilities provided hereunder or thereunder or the rights or obligations of any party hereto or thereto.
Section 7.07 — Headings.
Section headings and Article headings used in this Amendment are for convenience of reference only, are not part of this Amendment, and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
Section 7.08 — Successors and Assigns.
This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither the Borrower nor any Guarantor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender. The Lenders may assign or otherwise transfer their rights and obligations hereunder in accordance with the provisions of the Amended and Restated Credit Agreement.
Section 7.09 — Notices.
All notices, requests, demands, consents, approvals, and other communications under this Amendment shall be given in accordance with the notice provisions set forth in the Amended and Restated Credit Agreement, to the addresses set forth on Schedule 2 hereto, or to such other address as any party may from time to time designate by written notice to the other parties in accordance with the provisions thereof.
The key notice addresses for the parties hereto are as follows:
If to the Borrower:
Stonefield Logistics Group Inc. 4200 Commerce Street, Suite 1500 Dallas, TX 75201
Attention: Howard Kessler, General Counsel
Telephone: (214) 555-8200
Email: hkessler@stonefieldlogistics.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Attention: Nathaniel Bower
Telephone: (212) 555-4100
Email: nbower@calderwoodharkness.com
If to the Administrative Agent:
Pinnacle National Bank, N.A. 200 Liberty Street New York, NY 10281