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SUPER-PRIORITY CREDIT AGREEMENT

dated as of November 17, 2023

among

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

THE GUARANTORS PARTY HERETO,

and

BELVEDERE CREDIT OPPORTUNITIES FUND LP, a Delaware limited partnership, as Administrative Agent, Collateral Agent, and Initial Lender

BELVEDERE CREDIT OPPORTUNITIES FUND LP as Lead Arranger and Sole Bookrunner

Governed by the Laws of the State of New York

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RECITALS

A. The Borrower, Stonefield Logistics Group Inc. (EIN: 83-2457109; Delaware File No.: 6341872), a corporation duly organized and validly existing under the laws of the State of Delaware, with its principal executive offices located at 4200 Commerce Street, Suite 1500, Dallas, TX 75201, is engaged in the business of freight brokerage, last-mile delivery, and warehousing services throughout the United States.

B. The Borrower is a portfolio company of Ridgeline Capital Partners Fund III, L.P., a Delaware limited partnership, whose general partner is Ridgeline Capital Management III LLC, a Delaware limited liability company, with a principal office at 300 Park Avenue, 28th Floor, New York, NY 10022. Ridgeline Capital Partners Fund III, L.P. acquired the Borrower in a leveraged buyout transaction that closed on December 15, 2017, pursuant to which the Borrower's equity interests were acquired and the existing capital structure was established.

C. The Borrower is party to that certain First Lien Credit Agreement, dated as of December 15, 2017, among the Borrower, as borrower, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders from time to time party thereto (as amended, restated, supplemented, or otherwise modified from time to time, the "First Lien Credit Agreement"), pursuant to which the Borrower has outstanding (i) a revolving credit facility with aggregate commitments of $50,000,000 (of which $42,000,000 is currently drawn and $3,500,000 is allocated to outstanding letters of credit) and (ii) a Term Loan B in the outstanding principal amount of $285,000,000.

D. The Borrower is the issuer of $140,000,000 in aggregate principal amount of 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSIP: 861537 AA 2), issued under an Indenture dated as of December 15, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Indenture"), between the Borrower, as issuer, and Continental Fiduciary Trust Company, as Trustee and Second Lien Collateral Agent, and the holders of the notes from time to time party thereto.

E. In connection with a consensual out-of-court restructuring of the Borrower's capital structure, the Borrower, Ridgeline Capital Partners Fund III, L.P. (in its capacity as the Sponsor), the consenting first lien term loan lenders, the consenting revolving credit facility lenders, and the ad hoc group of holders of the Mezzanine Notes (consisting of Graystone Mezzanine Capital Fund II LP, Ashland Structured Credit LLC, and Dunmore Special Situations Fund LP, among others) entered into that certain Restructuring Support Agreement dated as of June 30, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "RSA"), which contemplates, among other things, the execution and delivery of this Super-Priority Credit Agreement and the related transactions described herein. The RSA has a long-stop date of December 31, 2023, by which date all restructuring transactions must be consummated.

F. The proceeds of the Loans made hereunder shall be used to fund working capital and general corporate purposes of the Borrower and its subsidiaries, to fund transaction costs and expenses incurred in connection with the restructuring (including professional fees, consent fees, insurance premiums, and administrative and filing expenses), and to provide a liquidity cushion for the Borrower and its subsidiaries during and following the implementation of the restructuring transactions.

G. The Guarantors identified herein have agreed to unconditionally guarantee all of the Obligations of the Borrower hereunder and to secure such Obligations with a first-priority super-priority lien on substantially all of their respective assets, in each case pursuant to the Super-Priority Guaranty Agreement dated as of the date hereof (the "Guaranty Agreement") and the Super-Priority Pledge and Security Agreement dated as of the date hereof (the "Pledge and Security Agreement"), each among the Guarantors, the Borrower, and the Collateral Agent.

H. The relative priorities of the liens securing the Obligations hereunder and the obligations under the First Lien Credit Agreement (as amended and restated pursuant to the Amended and Restated First Lien Credit Agreement) are set forth in the Amended and Restated Intercreditor Agreement dated as of November 10, 2023, among the Administrative Agent (in its capacity as Super-Priority Agent), Pinnacle National Bank, N.A. (in its capacity as First Lien Agent), and the Borrower (the "Intercreditor Agreement"), which establishes a super-priority first-out / first lien second-out waterfall with respect to the proceeds of the Collateral and the exercise of remedies.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, 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 AND INTERPRETATION

Section 1.01 — Defined Terms

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

"Administrative Agent" means Belvedere Credit Opportunities Fund LP, a Delaware limited partnership, with its principal office at 450 Lexington Avenue, 30th Floor, New York, NY 10017, in its capacity as administrative agent for the Lenders hereunder, or any successor administrative agent appointed pursuant to Section 8.06.

"Adjusted Term SOFR" means, for any Interest Period, Term SOFR for such Interest Period plus the SOFR Adjustment; provided that in no event shall Adjusted Term SOFR be less than the SOFR Floor.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise; provided that, for purposes of this Agreement, (a) portfolio companies of the Sponsor (other than the Borrower and its subsidiaries) shall not be deemed Affiliates of the Borrower solely by reason of the Sponsor's ownership interest in both such portfolio companies and the Borrower, and (b) none of the Administrative Agent, the Collateral Agent, or any Lender shall be deemed an Affiliate of the Borrower or any Guarantor solely by reason of this Agreement or the other Loan Documents.

"Amended First Lien Credit Agreement" means the Amended and Restated First Lien Credit Agreement dated as of December 1, 2023, among the Borrower, as borrower, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders from time to time party thereto, as such agreement may be further amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof and the Intercreditor Agreement.

"Applicable Rate" means, with respect to any Loan, a rate per annum equal to Adjusted Term SOFR (subject to the SOFR Floor) plus 7.00% (700 basis points).

"Borrower" means Stonefield Logistics Group Inc., a Delaware corporation (EIN: 83-2457109; Delaware File No.: 6341872), with its principal executive offices at 4200 Commerce Street, Suite 1500, Dallas, TX 75201.

"Business Day" means any day (other than a Saturday, Sunday, or legal holiday in the State of New York) on which commercial banks are open for business in New York City; provided that, when used in connection with a SOFR-related determination, "Business Day" shall also mean any such day that is a U.S. Government Securities Business Day.

"Call Protection Premium" means, with respect to any prepayment of Loans pursuant to Section 2.05(b) (and, to the extent applicable, any mandatory prepayment pursuant to Section 2.05(c)), the premium calculated in accordance with Section 2.05(b) as follows: (a) during Year 1 (from and including the Closing Date through but excluding the first anniversary of the Closing Date), 3.00% of the principal amount prepaid; (b) during Year 2 (from and including the first anniversary of the Closing Date through but excluding the second anniversary of the Closing Date), 2.00% of the principal amount prepaid; (c) during Year 3 (from and including the second anniversary of the Closing Date through but excluding the third anniversary of the Closing Date), 1.00% of the principal amount prepaid; and (d) during Year 4 and thereafter (from and including the third anniversary of the Closing Date through the Maturity Date), zero (par).

"Change of Control" means the occurrence of any of the following: (a) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than Ridgeline Capital Partners Fund III, L.P., the Mezzanine Equitization Recipients, and their respective Permitted Transferees, shall have acquired, directly or indirectly, beneficial ownership of more than 50% of the total voting power of the then-outstanding Equity Interests of the Borrower entitled to vote generally in the election of directors (or equivalent governing body); or (b) the Borrower shall cease to own, directly or indirectly, 100% of the Equity Interests of each Guarantor (other than directors' qualifying shares or shares required by applicable law to be held by a person other than the Borrower or a Guarantor).

"Closing Date" means December 19, 2023.

"Collateral" means all assets of the Borrower and the Guarantors that are subject to the Lien created by the Super-Priority Pledge and Security Agreement, including all personal property and fixtures of the Stonefield Parties (whether now owned or hereafter acquired), all Equity Interests in the subsidiaries of the Borrower, all accounts, inventory, equipment, general intangibles, intellectual property, instruments, chattel paper, deposit accounts, investment property, commercial tort claims, letter-of-credit rights, and proceeds and products of the foregoing, in each case as more particularly described in the Pledge and Security Agreement.

"Collateral Agent" means Belvedere Credit Opportunities Fund LP, a Delaware limited partnership, in its capacity as collateral agent for the Secured Parties under the Pledge and Security Agreement, or any successor collateral agent appointed pursuant to Section 8.06 or the Pledge and Security Agreement.

"Commitment" means, with respect to each Lender, the aggregate of such Lender's Initial Term Loan Commitment and Delayed Draw Term Loan Commitment as set forth on Schedule 1.01, as such amount may be reduced or modified from time to time in accordance with the terms hereof. As of the date hereof, the aggregate Commitment is $55,000,000, consisting of the Initial Term Loan Commitment of $45,000,000 and the Delayed Draw Term Loan Commitment of $10,000,000.

"Commitment Fee" means the fee payable pursuant to Section 2.06 at a rate of 1.00% per annum on the average daily undrawn Delayed Draw Term Loan Commitment during the DDTL Availability Period.

"Commitment Fee Payment Date" means each Quarterly Date during the DDTL Availability Period and the earlier of (i) the date on which the DDTL Commitment is terminated and (ii) the last day of the DDTL Availability Period.

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

"Consolidated EBITDA" means, for any period, Consolidated Net Income for such period, plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Expense, (ii) provision for income taxes, (iii) depreciation and amortization expense, (iv) non-cash charges and losses (including non-cash stock-based compensation), (v) fees, costs, and expenses incurred in connection with the restructuring transactions contemplated by the RSA (solely for the fiscal year ending December 31, 2023, and the fiscal year ending December 31, 2024), (vi) severance costs and restructuring charges, (vii) losses on asset dispositions (other than dispositions in the ordinary course of business), and (viii) other non-recurring charges and expenses approved by the Administrative Agent in its reasonable discretion, minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) non-cash gains, (ii) gains on asset dispositions (other than dispositions in the ordinary course of business), and (iii) interest income.

"Consolidated Interest Expense" means, for any period, total interest expense of the Borrower and its subsidiaries on a consolidated basis for such period (including imputed interest on capital lease obligations, amortization of debt issuance costs and original issue discount, and non-cash interest expense), determined in accordance with GAAP.

"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.

"Consolidated Total Net Debt" means, at any date of determination, (a) the aggregate principal amount of all Indebtedness of the Borrower and its subsidiaries on a consolidated basis at such date (including the outstanding principal amount of the Loans, the outstanding principal amount of indebtedness under the Amended First Lien Credit Agreement, and capital lease obligations), minus (b) unrestricted cash and Cash Equivalents of the Borrower and its subsidiaries on a consolidated basis at such date, in an amount not to exceed $25,000,000 for purposes of this calculation.

"Cooperation Agreement" means the cooperation agreement dated March 10, 2023, among Graystone Mezzanine Capital Fund II LP, Ashland Structured Credit LLC, and Dunmore Special Situations Fund LP, pursuant to which such parties agreed to act in concert with respect to the restructuring of the Borrower's Mezzanine Notes.

"D&O Insurance" means the directors' and officers' liability insurance policy issued by Northgate Specialty Insurance Company, Policy No. NSI-DOL-2023-07721, providing $15,000,000 in coverage with a six (6)-year tail from the Closing Date, as such policy may be renewed or replaced from time to time.

"DDTL" or "Delayed Draw Term Loan" means a Delayed Draw Term Loan made pursuant to Section 2.02, in an aggregate principal amount not to exceed $10,000,000.

"DDTL Availability Period" means the period from and including the Closing Date through and including the date that is twelve (12) months after the Closing Date (i.e., December 19, 2024).

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

"Default Rate" means a rate per annum equal to the Applicable Rate then in effect plus 2.00% (200 basis points).

"Equity Interests" means, with respect to any Person, all of the shares of capital stock, membership interests, partnership interests, or other equity interests of such Person and all warrants, options, or other rights to acquire any of the foregoing.

"Equitization" means the exchange, pursuant to the Exchange Agreement, of $140,000,000 in aggregate principal amount of Mezzanine Notes (together with the waiver of $8,100,000 in accrued payment-in-kind interest thereon) for (i) shares of Series A Preferred Stock of the Borrower with an aggregate liquidation preference of $35,000,000 and a 10.00% payment-in-kind dividend rate, and (ii) shares of common stock of the Borrower representing 47.5% of the pro forma fully diluted common equity of the Borrower (after giving effect to the Equitization, the Ridgeline equity contribution, and the establishment of the management incentive plan).

"Event of Default" has the meaning set forth in Section 7.01.

"Excess Cash Flow" means, for any fiscal year, an amount equal to (a) Consolidated EBITDA for such fiscal year, minus (b) Consolidated Interest Expense paid in cash during such fiscal year, minus (c) scheduled principal payments on Indebtedness actually paid in cash during such fiscal year (excluding any voluntary or mandatory prepayments), minus (d) capital expenditures made during such fiscal year (to the extent not financed with the proceeds of Indebtedness), minus (e) cash taxes paid during such fiscal year, plus or minus (f) changes in working capital during such fiscal year (increases in working capital being a reduction, decreases in working capital being an addition), minus (g) other customary adjustments as agreed between the Borrower and the Administrative Agent; provided that Excess Cash Flow shall not be less than zero.

"Excess Cash Flow Sweep Percentage" means 75%.

"Exchange Agreement" means the Exchange Agreement dated as of December 8, 2023, among the Borrower and the holders of Mezzanine Notes party thereto, pursuant to which the Equitization is to be consummated.

"First Lien Agent" means Pinnacle National Bank, N.A., in its capacity as administrative agent and collateral agent under the Amended First Lien Credit Agreement.

"First Lien Credit Agreement" has the meaning set forth in the Recitals.

"First Lien Obligations" means all obligations of the Borrower and the Guarantors under or in connection with the Amended First Lien Credit Agreement and the related loan documents, including all principal, interest, fees, indemnities, reimbursement obligations, and other amounts.

"GAAP" means United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent with the accounting principles applied in the preparation of the financial statements referred to in Section 4.04.

"Governing Law" means the laws of the State of New York, without regard to principles of conflicts of laws (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law).

"Guarantors" means, collectively, (a) Stonefield Logistics Holdings LLC, a Delaware limited liability company and the direct parent entity of the Borrower, (b) Stonefield Freight Services LLC, a Texas limited liability company and a direct wholly-owned operating subsidiary of the Borrower, (c) Stonefield Last Mile Inc., a Delaware corporation and a direct wholly-owned operating subsidiary of the Borrower, and (d) Stonefield Warehousing LLC, a Texas limited liability company and a direct wholly-owned operating subsidiary of the Borrower, together with any additional Guarantors that may become party hereto or to the Guaranty Agreement from time to time pursuant to Section 5.08 or Section 11.01.

"Guaranty Agreement" means the Super-Priority Guaranty Agreement dated as of November 17, 2023, among the Guarantors, the Borrower, and the Administrative Agent, for the benefit of the Secured Parties, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.

"Indebtedness" means, with respect to any Person at any date of determination, without duplication, (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations under conditional sale or other title retention agreements, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary course of business), (e) all capital lease obligations, (f) all guarantees of Indebtedness of other Persons, (g) all obligations with respect to letters of credit (whether or not drawn), (h) all net obligations under swap agreements, and (i) all Indebtedness of other Persons secured by a lien on any asset of such Person, whether or not assumed by such Person.

"Independent Auditor" means Whitfield & Pryce LLP, with offices in Dallas, Texas, engagement partner Todd Ashburn, CPA, or such other nationally recognized independent registered public accounting firm as may be designated by the Borrower with the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned, or delayed).

"Initial Lender" means Belvedere Credit Opportunities Fund LP, a Delaware limited partnership.

"Initial Term Loan" means the initial term loan made by the Initial Lender to the Borrower on the Closing Date pursuant to Section 2.01 in the aggregate principal amount of $45,000,000.

"Initial Term Loan Commitment" means $45,000,000.

"Intercreditor Agreement" means the Amended and Restated Intercreditor Agreement dated as of November 10, 2023, among the Administrative Agent (in its capacity as Super-Priority Agent), Pinnacle National Bank, N.A. (in its capacity as First Lien Agent), and the Borrower, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time, which establishes the relative priorities of the liens securing the Obligations and the First Lien Obligations as a super-priority first-out / first lien second-out waterfall.

"Interest Period" means, with respect to any Loan, each period commencing on a Quarterly Date (or, in the case of the initial Interest Period, commencing on the date such Loan is made) and ending on the next succeeding Quarterly Date; 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, and (b) no Interest Period shall extend beyond the Maturity Date.

"Lenders" means, collectively, the Initial Lender and any Person that shall have become a party hereto as a Lender pursuant to an Assignment and Assumption Agreement in accordance with Section 10.04.

"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.

"Liquidity" means, at any date of determination, the sum of (a) unrestricted cash and Cash Equivalents of the Borrower and its subsidiaries on a consolidated basis at such date, plus (b) undrawn and available revolving credit commitments under the Amended First Lien Credit Agreement at such date.

"Loan Documents" means, collectively, this Agreement, the Guaranty Agreement, the Pledge and Security Agreement, the Intercreditor Agreement, any promissory notes issued hereunder, each Borrowing Notice, each Compliance Certificate, each Guarantor Joinder Agreement, and each other document, instrument, certificate, or agreement delivered in connection with any of the foregoing or otherwise delivered by or on behalf of any Stonefield Party to the Administrative Agent or any Lender in connection herewith.

"Loans" means the Initial Term Loan and any Delayed Draw Term Loans made pursuant to this Agreement.

"Material Adverse Effect" means a material adverse effect on (a) the business, assets, financial condition, or results of operations of the Borrower and its subsidiaries, taken as a whole, (b) the ability of any Stonefield Party to perform its obligations under any Loan Document, (c) the legality, validity, binding effect, or enforceability of any Loan Document, or (d) the rights and remedies of the Administrative Agent and the Lenders under any Loan Document.

"Maturity Date" means December 19, 2027; provided that if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.

"Mezzanine Equitization Recipients" means the holders of Mezzanine Notes that exchange such notes for equity of the Borrower pursuant to the Exchange Agreement.

"Mezzanine Indenture" has the meaning set forth in the Recitals.

"Mezzanine Notes" means the 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSIP: 861537 AA 2) issued under the Mezzanine Indenture, in the original aggregate principal amount of $140,000,000.

"Minimum Liquidity" means $20,000,000.

"Net Cash Proceeds" means, with respect to any event, (a) the cash and Cash Equivalents received by the Borrower or any of its subsidiaries in connection with such event, minus (b) all reasonable and customary costs, fees, and expenses (including legal fees, investment banking fees, brokerage fees, and transfer taxes) incurred in connection therewith, minus (c) any taxes paid or reasonably estimated to be payable as a result thereof, minus (d) any amounts required to be applied to repay Indebtedness secured by a Lien on such asset that is senior to or pari passu with the Lien on such asset securing the Obligations (other than the Loans).

"Net Funded Proceeds" means, with respect to the Initial Term Loan, $43,900,000, being $45,000,000 less the OID of $1,100,000 applied to the total Commitment.

"Obligations" means all amounts owing or to be owing by the Borrower and the Guarantors under this Agreement and the other Loan Documents, including all principal, interest (including interest accruing after the commencement of any insolvency proceeding, whether or not a claim for such post-petition interest is allowed in such proceeding), fees, premiums (including any Call Protection Premium), expenses, indemnification obligations, and other amounts, in each case whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred.

"OID" means the original issue discount of 2.00% of the aggregate Commitment, in the amount of $1,100,000 ($55,000,000 × 2.00%).

"Permitted Indebtedness" means (a) Indebtedness under the Amended First Lien Credit Agreement in an aggregate principal amount not exceeding $320,000,000 (consisting of up to $285,000,000 in respect of the Term Loan B and up to $35,000,000 in respect of the revolving credit facility), (b) capital lease obligations in an aggregate amount not exceeding $5,000,000 at any time outstanding, (c) purchase money Indebtedness in an aggregate principal amount not exceeding $3,000,000 at any time outstanding, (d) Indebtedness among the Stonefield Parties, (e) guarantees of Indebtedness otherwise permitted hereunder, (f) Indebtedness in respect of workers' compensation, unemployment insurance, and other similar statutory obligations, (g) Indebtedness arising from the honoring of a check, draft, or similar instrument in the ordinary course of business, and (h) other Indebtedness in an aggregate principal amount not exceeding $1,000,000 at any time outstanding.

"Permitted Investments" means (a) cash and Cash Equivalents, (b) investments in securities of account debtors received in connection with the settlement of delinquent accounts and disputes in the ordinary course of business, (c) intercompany investments among the Stonefield Parties, (d) investments constituting Permitted Acquisitions, and (e) other investments in an aggregate amount not exceeding $2,000,000 in any fiscal year.

"Permitted Liens" means (a) Liens securing the Obligations, (b) Liens securing the First Lien Obligations (subject to the Intercreditor Agreement), (c) Liens for taxes, assessments, or governmental charges not yet delinquent or being contested in good faith with adequate reserves, (d) carriers', warehousemen's, mechanics', materialmen's, and other similar Liens arising in the ordinary course of business, (e) Liens arising in connection with workers' compensation, unemployment insurance, and similar statutory obligations, (f) easements, zoning restrictions, rights-of-way, and similar encumbrances on real property that do not materially interfere with the ordinary conduct of business, (g) Liens securing purchase money Indebtedness and capital lease obligations permitted under Section 6.01, (h) Liens arising from judgments not constituting an Event of Default under Section 7.01(f), and (i) Liens existing on the Closing Date as set forth on Schedule 6.02.

"Permitted Transferees" means (a) with respect to Ridgeline Capital Partners Fund III, L.P., its affiliated funds (including successor funds) and co-investors, and (b) with respect to the Mezzanine Equitization Recipients, their respective affiliated funds and managed accounts.

"Person" means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, governmental authority, or any other entity.

"Pledge and Security Agreement" means the Super-Priority Pledge and Security Agreement dated as of November 17, 2023, among the Borrower, the Guarantors, and the Collateral Agent, for the benefit of the Secured Parties, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.

"Quarterly Date" means the last Business Day of each March, June, September, and December of each year.

"Registered Agent" means Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, DE 19801, in its capacity as the Delaware registered agent for the Borrower.

"Required Lenders" means, at any time, Lenders holding more than 50% of the aggregate outstanding principal amount of the Loans and the unfunded Commitments at such time.

"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 first lien lenders, the consenting revolving credit lenders, and the consenting mezzanine holders party thereto, with a long-stop date of December 31, 2023, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.

"Secured Parties" means the Administrative Agent, the Collateral Agent, the Lenders, and each other holder of Obligations from time to time.

"SOFR" means the Secured Overnight Financing Rate published by the Federal Reserve Bank of New York (or a successor administrator) on the website of the Federal Reserve Bank of New York, currently at https://www.newyorkfed.org, or any successor source.

"SOFR Adjustment" means 0.10% (10 basis points) per annum.

"SOFR Floor" means 1.00% (100 basis points) per annum. In no event shall Adjusted Term SOFR be deemed to be less than 1.00% per annum for purposes of this Agreement.

"Solvent" means, with respect to any Person, that as of any date of determination, (a) the sum of the debt (including contingent liabilities) of such Person does not exceed the fair value of the assets of such Person, (b) the present fair salable 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 (including contingent liabilities) as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts and liabilities (including contingent liabilities) beyond such Person's ability to pay such debts and liabilities as they mature, and (d) such Person is not engaged in a business or transaction, and does not propose to engage in a business or transaction, for which such Person's assets would constitute unreasonably small capital.

"Sponsor" means Ridgeline Capital Partners Fund III, L.P., a Delaware limited partnership, whose general partner is Ridgeline Capital Management III LLC, a Delaware limited liability company, with a principal office at 300 Park Avenue, 28th Floor, New York, NY 10022.

"Stonefield Parties" means, collectively, the Borrower and each of the Guarantors.

"Super-Priority Lien" means a Lien on the Collateral that is senior in priority to all other Liens on such Collateral, including the Liens securing the First Lien Obligations, as established by and set forth in the Intercreditor Agreement.

"Term SOFR" means, for any Interest Period, the forward-looking term rate based on SOFR for a tenor comparable to such Interest Period as published by CME Group Benchmark Administration Limited (or a successor administrator approved by the Administrative Agent) and as selected by the Administrative Agent in its reasonable discretion.

"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) Consolidated EBITDA for the most recently ended four (4) fiscal quarter period for which financial statements have been (or were required to have been) delivered pursuant to Section 5.01.

"U.S. Government Securities Business Day" means any day except for (a) a Saturday, (b) a Sunday, or (c) a 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.

Section 1.02 — Rules of Interpretation

Unless the context otherwise requires, (a) headings and captions are for convenience of reference only and shall not affect the interpretation of this Agreement; (b) words importing the singular include the plural and vice versa; (c) words importing any gender include all genders; (d) the word "including" (and with correlative meaning, "include" and "includes") means "including, without limitation"; (e) references to any agreement or instrument (including this Agreement) are to such agreement or instrument as amended, restated, supplemented, or otherwise modified from time to time, except as otherwise expressly provided herein; (f) references to any Person include such Person's successors and permitted assigns; (g) references to "Sections," "Articles," "Schedules," and "Exhibits" are to Sections, Articles, Schedules, and Exhibits of this Agreement, unless otherwise specified; (h) references to any statute or regulation are to such statute or regulation as amended, modified, supplemented, or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated thereunder), and references to any section of any statute or regulation include any successor to such section; (i) references to "days" mean calendar days, unless the term "Business Days" is used; (j) the words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision hereof; and (k) references to "the date hereof" mean the date first written above.

Section 1.03 — Accounting Terms and GAAP

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, as applied by Whitfield & Pryce LLP in auditing the Borrower's consolidated financial statements for the most recently completed fiscal year for which audited financial statements have been delivered pursuant to Section 5.01(a), except as otherwise specifically prescribed herein. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders, and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Section 1.04 — SOFR Provisions

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (i) if a Benchmark Replacement has been determined in accordance with the definition thereof for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement has not been determined in accordance with the definition thereof for such Benchmark Replacement Date, the Benchmark will be the rate determined on the immediately preceding Business Day.

(b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption, or 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.

(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision, or election that may be made by the Administrative Agent or, if specified, any Lender (or group of Lenders) pursuant to this Section 1.04, including any determination with respect to a tenor, rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance, or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 1.04.

Section 1.05 — 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.

ARTICLE II — THE COMMITMENTS AND LOANS

Section 2.01 — Initial Term Loan Commitment

(a) Subject to the terms and conditions set forth herein, Belvedere Credit Opportunities Fund LP (as Initial Lender) hereby agrees to make a term loan (the "Initial Term Loan") to the Borrower on the Closing Date in a single drawing in the aggregate principal amount of $45,000,000. The Initial Term Loan shall be funded on December 19, 2023, which is the Closing Date.

(b) After giving effect to the original issue discount described in Section 2.07, the net funded proceeds of the Initial Term Loan on the Closing Date shall be $43,900,000 (being $45,000,000 less $1,100,000 of OID applied to the total Commitment amount).

(c) The Initial Term Loan Commitment of the Initial Lender shall automatically and permanently terminate upon the funding of the Initial Term Loan on the Closing Date. Amounts repaid or prepaid in respect of the Initial Term Loan may not be re-borrowed.

(d) The Initial Term Loan shall be evidenced by this Agreement and, if requested by any Lender, by one or more promissory notes in form and substance satisfactory to the Administrative Agent.

Section 2.02 — Delayed Draw Term Loan Commitment

(a) Subject to the terms and conditions set forth herein, Belvedere Credit Opportunities Fund LP (as Initial Lender) hereby agrees to make one or more delayed draw term loans (each, a "Delayed Draw Term Loan" or "DDTL") to the Borrower during the DDTL Availability Period in an aggregate principal amount not to exceed $10,000,000.

(b) Each Delayed Draw Term Loan shall be in a minimum principal amount of $2,500,000 (or, if less, the remaining undrawn DDTL Commitment).

(c) The DDTL Availability Period shall commence on the Closing Date and shall end on December 19, 2024 (i.e., the date that is twelve (12) months after the Closing Date). No Delayed Draw Term Loan may be requested or funded after the expiration of the DDTL Availability Period.

(d) Each request for a Delayed Draw Term Loan shall be subject to the satisfaction (or waiver by the Administrative Agent) of the following conditions precedent:

(i) the Borrower shall have delivered a Borrowing Notice to the Administrative Agent substantially in the form of Exhibit A at least five (5) Business Days prior to the proposed borrowing date, specifying the aggregate principal amount of the requested Delayed Draw Term Loan and the proposed borrowing date;

(ii) no Default or Event of Default shall exist on the proposed borrowing date or after giving effect to such borrowing;

(iii) the representations and warranties of the Borrower and each Guarantor set forth in Article IV and in each other Loan Document shall be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the proposed borrowing date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and

(iv) after giving pro forma effect to the making of such Delayed Draw Term Loan (and the use of proceeds thereof), the Borrower shall be in compliance with all financial covenants set forth in Section 5.02.

(e) The undrawn DDTL Commitment shall automatically and permanently terminate at the end of the DDTL Availability Period without penalty (other than accrued and unpaid Commitment Fees, which shall be payable on the date of such termination). Amounts repaid or prepaid in respect of any Delayed Draw Term Loan may not be re-borrowed.

Section 2.03 — Use of Proceeds

(a) Initial Term Loan. The proceeds of the Initial Term Loan shall be used solely (i) to fund working capital and general corporate purposes of the Borrower and its subsidiaries, (ii) to pay transaction costs and expenses incurred in connection with the restructuring transactions contemplated by the RSA (including, without limitation, fees and expenses payable to Calderwood & Harkness LLP (counsel to the Borrower), Hargrove Advisory Group LLC (financial advisor to the Borrower), Westlake Harden & Cole LLP (counsel to the ad hoc mezzanine group), Thornbury McCaffrey LLP (counsel to the Administrative Agent), Meridian Veltrian Partners LLC (investment banker to the ad hoc mezzanine group), consent fees payable to consenting first lien term loan lenders in the aggregate amount of $1,425,000, consent fees payable to consenting revolving credit facility lenders in the aggregate amount of $87,500, the premium for the D&O insurance tail policy, and all filing, administrative, and other related fees and expenses), and (iii) to provide a liquidity cushion for the Borrower and its subsidiaries.

(b) Delayed Draw Term Loans. The proceeds of any Delayed Draw Term Loan shall be used solely to fund working capital, capital expenditures, and general corporate purposes of the Borrower and its subsidiaries.

(c) Negative Use of Proceeds Covenant. No proceeds of any Loan shall be used, directly or indirectly, to prepay, repay, redeem, repurchase, or otherwise satisfy any obligation under the Amended First Lien Credit Agreement (other than regularly scheduled amortization payments and interest payments required to be made under the terms thereof) without the prior written consent of the Required Lenders.

Section 2.04 — Interest

(a) Interest Rate. Each Loan shall bear interest on the outstanding principal amount thereof from the date such Loan is made (or, in the case of the Initial Term Loan, from the Closing Date) until the date on which such Loan is repaid in full, at a rate per annum equal to Adjusted Term SOFR (subject to the SOFR Floor of 1.00%) plus 7.00% (700 basis points).

(b) Default Interest. Upon the occurrence and during the continuance of any Event of Default, interest on all outstanding Obligations (including, to the extent permitted by applicable law, interest on overdue interest) shall accrue at the Default Rate (i.e., the Applicable Rate then in effect plus 2.00% (200 basis points) per annum). Default interest shall accrue from the date of the occurrence of such Event of Default until the date on which such Event of Default is cured or waived in accordance with the terms hereof. Accrued default interest shall be payable on demand.

(c) Interest Payment Dates. Interest on each Loan shall be payable in arrears on (i) each Quarterly Date, (ii) the Maturity Date, and (iii) the date of any prepayment or repayment of such Loan (on the amount prepaid or repaid). Interest shall also be payable upon acceleration of the Loans pursuant to Section 7.02.

(d) Computation. All computations of interest hereunder shall be made on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day of any period). Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(e) SOFR Floor. In no event shall Adjusted Term SOFR be deemed to be less than 1.00% per annum for purposes of calculating the interest rate on any Loan.

Section 2.05 — Repayment; Prepayments

(a) Scheduled Repayment. The outstanding principal balance of all Loans, together with all accrued and unpaid interest thereon and all other Obligations then outstanding, shall be due and payable in full on the Maturity Date (December 19, 2027). There shall be no scheduled amortization of the Loans prior to the Maturity Date, and the entire outstanding principal amount of the Loans shall be a bullet payment due at maturity.

(b) Voluntary Prepayments. The Borrower may, at its option, prepay the Loans in whole or in part at any time and from time to time, subject to the following terms and conditions:

(i) Each voluntary prepayment shall be in a minimum principal amount of $1,000,000 (or such lesser amount as equals the entire outstanding principal balance of the Loans).

(ii) The Borrower shall deliver written notice of any voluntary prepayment to the Administrative Agent at least five (5) Business Days prior to the proposed prepayment date, specifying the proposed prepayment date and the aggregate principal amount to be prepaid.

(iii) Each voluntary prepayment shall be accompanied by payment of the applicable Call Protection Premium, as follows:

(A) During Year 1 (from and including the Closing Date through but excluding the first anniversary of the Closing Date): 103% of the principal amount prepaid (i.e., a premium of 3.00%);

(B) During Year 2 (from and including the first anniversary of the Closing Date through but excluding the second anniversary of the Closing Date): 102% of the principal amount prepaid (i.e., a premium of 2.00%);

(C) During Year 3 (from and including the second anniversary of the Closing Date through but excluding the third anniversary of the Closing Date): 101% of the principal amount prepaid (i.e., a premium of 1.00%); and

(D) During Year 4 and thereafter (from and including the third anniversary of the Closing Date through the Maturity Date): par (100% of the principal amount prepaid, with no Call Protection Premium).

(iv) Each voluntary prepayment shall be accompanied by accrued and unpaid interest on the principal amount prepaid to but excluding the date of prepayment.

(i) Excess Cash Flow. Within ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024, the Borrower shall prepay the Loans in an aggregate principal amount equal to 75% of the Excess Cash Flow for such fiscal year; provided that no such prepayment shall be required if, at the time of determination (after giving pro forma effect to such prepayment), the Borrower's Liquidity (unrestricted cash plus undrawn revolving credit availability under the Amended First Lien Credit Agreement) exceeds $20,000,000. For the avoidance of doubt, the excess cash flow sweep shall apply only when Liquidity is at or below $20,000,000 after giving effect to the proposed prepayment.

(ii) Asset Sales. Within five (5) Business Days after the receipt by the Borrower or any subsidiary thereof of Net Cash Proceeds from any Asset Sale (other than Asset Sales in the ordinary course of business and Asset Sales of assets with a fair market value not exceeding $500,000 individually or $2,000,000 in the aggregate in any fiscal year), the Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds; provided that the Borrower shall not be required to make such prepayment to the extent that (A) the Borrower delivers a written notice to the Administrative Agent within ten (10) Business Days after receipt of such Net Cash Proceeds stating its intention to reinvest such Net Cash Proceeds in assets useful in its business, and (B) such Net Cash Proceeds are so reinvested within 365 days after receipt thereof; provided, further, that the Borrower must deliver a binding commitment to reinvest (by entering into a definitive agreement or placing a binding purchase order) within 180 days after receipt of such Net Cash Proceeds. Any Net Cash Proceeds not so reinvested within the applicable reinvestment period shall be applied to prepay the Loans.

(iii) Debt Issuances. Promptly upon receipt by the Borrower or any subsidiary thereof of Net Cash Proceeds from the incurrence or issuance of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds.

(iv) Casualty and Condemnation Events. Within five (5) Business Days after the receipt by the Borrower or any subsidiary thereof of Net Cash Proceeds from any casualty or condemnation event in excess of $1,000,000 in the aggregate, the Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds in excess of $1,000,000; provided that the Borrower shall not be required to make such prepayment to the extent that (A) the Borrower delivers a written notice to the Administrative Agent within ten (10) Business Days after receipt of such Net Cash Proceeds stating its intention to use such Net Cash Proceeds to repair, rebuild, or replace the affected assets, and (B) such Net Cash Proceeds are so applied within 365 days after receipt thereof, subject to a 180-day reinvestment commitment deadline.

(v) Change of Control. Upon the occurrence of a Change of Control, all outstanding Loans shall become immediately due and payable at a price equal to 101% of the aggregate outstanding principal amount thereof, together with all accrued and unpaid interest thereon and the applicable Call Protection Premium (if any, calculated in accordance with Section 2.05(b)(iii) based on the date of the Change of Control).

(d) Application of Prepayments. All mandatory prepayments pursuant to this Section 2.05(c) shall be applied first to the outstanding principal amount of the Initial Term Loan until paid in full, and then to the outstanding principal amount of any Delayed Draw Term Loans, in each case in direct order of maturity. Voluntary prepayments shall be applied as directed by the Borrower or, absent direction, in the same order.

(e) No Re-borrowing. Amounts prepaid or repaid in respect of the Loans (whether voluntarily or pursuant to a mandatory prepayment) may not be re-borrowed.

Section 2.06 — Commitment Fee

(a) The Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders holding Delayed Draw Term Loan Commitments, a commitment fee (the "Commitment Fee") equal to 1.00% per annum on the average daily undrawn Delayed Draw Term Loan Commitment during the DDTL Availability Period.

(b) The Commitment Fee shall be payable quarterly in arrears on each Commitment Fee Payment Date and on the earlier of (i) the date on which the DDTL Commitment is terminated (whether upon the funding of the full DDTL Commitment or otherwise) and (ii) the last day of the DDTL Availability Period.

(c) The Commitment Fee shall be computed on the basis of actual days elapsed over a 360-day year. Accrued Commitment Fees shall be non-refundable for any reason whatsoever.

Section 2.07 — OID

(a) The Loans shall be issued at an original issue discount of 2.00% of the aggregate Commitment amount. The OID amount is $1,100,000 ($55,000,000 × 2.00%).

(b) The OID shall be applied ratably across the Initial Term Loan Commitment and the Delayed Draw Term Loan Commitment. Accordingly, the net funded proceeds of the Initial Term Loan on the Closing Date shall be $43,900,000 (being $45,000,000 less $1,100,000 of OID applied to the total Commitment).

(c) The OID shall be deemed fully earned and non-refundable upon the Closing Date regardless of whether the DDTL Commitment is drawn, cancelled, or otherwise terminated.

(d) For accounting purposes, the OID shall be amortized over the term of the applicable Loans using the effective interest method in accordance with GAAP.

Section 2.08 — Payments Generally

(a) All payments of principal, interest, fees, and other amounts by the Borrower hereunder and under the other Loan Documents shall be made in immediately available funds in lawful money of the United States of America, free and clear of any and all present or future taxes, deductions, charges, or withholdings (except as required by applicable law, in which case the provisions of Section 2.09 shall apply).

(b) All such payments shall be made to the Administrative Agent at the account specified on Schedule 2.08 (or at such other account as the Administrative Agent may designate in writing from time to time) not later than 2:00 p.m. (New York City time) on the date when due. Any payment received by the Administrative Agent after 2:00 p.m. (New York City time) on any Business Day shall be deemed to have been received on the next succeeding Business Day, and any applicable interest or fee shall continue to accrue during the period from and after such date of deemed receipt.

(c) The Administrative Agent shall promptly distribute to each Lender its pro rata share (based on the outstanding principal amount of such Lender's Loans and unfunded Commitments relative to the total outstanding principal amount of all Loans and unfunded Commitments) of all payments received by the Administrative Agent from the Borrower.

(d) If any payment hereunder becomes due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or fees, as applicable.

(e) Each Lender agrees that, if it receives any payment or proceeds in excess of its pro rata share of any payment (whether by voluntary payment, exercise of rights of setoff, counterclaim, or otherwise), such Lender shall purchase from the other Lenders such participations in the Loans held by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each other Lender in accordance with their respective pro rata shares.

Section 2.09 — Taxes

(a) Defined Terms. For purposes of this Section 2.09, the term "applicable law" includes FATCA.

(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Stonefield Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment by a Stonefield Party, then (i) in the case of Indemnified Taxes, the sum payable by the applicable Stonefield Party shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.09), the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deduction or withholding been made, (ii) the applicable Stonefield Party shall make such deductions or withholdings, and (iii) the applicable Stonefield Party shall timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law.

(c) Payment of Other Taxes by the Borrower. Without limiting the provisions of Section 2.09(b), the Borrower shall timely pay to the relevant governmental authority in accordance with applicable law any Other Taxes.

(d) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.09) payable or paid by the Administrative Agent or such Lender, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant governmental authority.

(e) Tax Forms. Each Lender that is a United States person (as defined in Section 7701(a)(30) of the Internal Revenue Code) shall deliver to the Borrower and the Administrative Agent, on or before the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax. Each Lender that is not a United States person shall deliver to the Borrower and the Administrative Agent (to the extent it is legally entitled to do so), on or before the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (i) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, (ii) executed copies of IRS Form W-8ECI, or (iii) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (A) a certificate to the effect that such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a "10 percent shareholder" of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, or a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Internal Revenue Code, and (B) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E.

(f) FATCA. If a payment made to a Lende

SUPER-PRIORITY CREDIT AGREEMENT
dated as of November 17, 2023
among
STONEFIELD LOGISTICS GROUP INC., a Delaware corporation, as Borrower,
THE GUARANTORS PARTY HERETO,
and
BELVEDERE CREDIT OPPORTUNITIES FUND LP, a Delaware limited partnership, as Administrative Agent, Collateral Agent, and Initial Lender
BELVEDERE CREDIT OPPORTUNITIES FUND LP as Lead Arranger and Sole Bookrunner
Governed by the Laws of the State of New York
TABLE OF CONTENTS
Right-click to update Table of Contents
RECITALS
A. The Borrower, Stonefield Logistics Group Inc. (EIN: 83-2457109; Delaware File No.: 6341872), a corporation duly organized and validly existing under the laws of the State of Delaware, with its principal executive offices located at 4200 Commerce Street, Suite 1500, Dallas, TX 75201, is engaged in the business of freight brokerage, last-mile delivery, and warehousing services throughout the United States.
B. The Borrower is a portfolio company of Ridgeline Capital Partners Fund III, L.P., a Delaware limited partnership, whose general partner is Ridgeline Capital Management III LLC, a Delaware limited liability company, with a principal office at 300 Park Avenue, 28th Floor, New York, NY 10022. Ridgeline Capital Partners Fund III, L.P. acquired the Borrower in a leveraged buyout transaction that closed on December 15, 2017, pursuant to which the Borrower's equity interests were acquired and the existing capital structure was established.
C. The Borrower is party to that certain First Lien Credit Agreement, dated as of December 15, 2017, among the Borrower, as borrower, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders from time to time party thereto (as amended, restated, supplemented, or otherwise modified from time to time, the "First Lien Credit Agreement"), pursuant to which the Borrower has outstanding (i) a revolving credit facility with aggregate commitments of $50,000,000 (of which $42,000,000 is currently drawn and $3,500,000 is allocated to outstanding letters of credit) and (ii) a Term Loan B in the outstanding principal amount of $285,000,000.
D. The Borrower is the issuer of $140,000,000 in aggregate principal amount of 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSIP: 861537 AA 2), issued under an Indenture dated as of December 15, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Indenture"), between the Borrower, as issuer, and Continental Fiduciary Trust Company, as Trustee and Second Lien Collateral Agent, and the holders of the notes from time to time party thereto.
E. In connection with a consensual out-of-court restructuring of the Borrower's capital structure, the Borrower, Ridgeline Capital Partners Fund III, L.P. (in its capacity as the Sponsor), the consenting first lien term loan lenders, the consenting revolving credit facility lenders, and the ad hoc group of holders of the Mezzanine Notes (consisting of Graystone Mezzanine Capital Fund II LP, Ashland Structured Credit LLC, and Dunmore Special Situations Fund LP, among others) entered into that certain Restructuring Support Agreement dated as of June 30, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "RSA"), which contemplates, among other things, the execution and delivery of this Super-Priority Credit Agreement and the related transactions described herein. The RSA has a long-stop date of December 31, 2023, by which date all restructuring transactions must be consummated.
F. The proceeds of the Loans made hereunder shall be used to fund working capital and general corporate purposes of the Borrower and its subsidiaries, to fund transaction costs and expenses incurred in connection with the restructuring (including professional fees, consent fees, insurance premiums, and administrative and filing expenses), and to provide a liquidity cushion for the Borrower and its subsidiaries during and following the implementation of the restructuring transactions.
G. The Guarantors identified herein have agreed to unconditionally guarantee all of the Obligations of the Borrower hereunder and to secure such Obligations with a first-priority super-priority lien on substantially all of their respective assets, in each case pursuant to the Super-Priority Guaranty Agreement dated as of the date hereof (the "Guaranty Agreement") and the Super-Priority Pledge and Security Agreement dated as of the date hereof (the "Pledge and Security Agreement"), each among the Guarantors, the Borrower, and the Collateral Agent.
H. The relative priorities of the liens securing the Obligations hereunder and the obligations under the First Lien Credit Agreement (as amended and restated pursuant to the Amended and Restated First Lien Credit Agreement) are set forth in the Amended and Restated Intercreditor Agreement dated as of November 10, 2023, among the Administrative Agent (in its capacity as Super-Priority Agent), Pinnacle National Bank, N.A. (in its capacity as First Lien Agent), and the Borrower (the "Intercreditor Agreement"), which establishes a super-priority first-out / first lien second-out waterfall with respect to the proceeds of the Collateral and the exercise of remedies.
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, 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 AND INTERPRETATION
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Administrative Agent" means Belvedere Credit Opportunities Fund LP, a Delaware limited partnership, with its principal office at 450 Lexington Avenue, 30th Floor, New York, NY 10017, in its capacity as administrative agent for the Lenders hereunder, or any successor administrative agent appointed pursuant to Section 8.06.
"Adjusted Term SOFR" means, for any Interest Period, Term SOFR for such Interest Period plus the SOFR Adjustment; provided that in no event shall Adjusted Term SOFR be less than the SOFR Floor.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise; provided that, for purposes of this Agreement, (a) portfolio companies of the Sponsor (other than the Borrower and its subsidiaries) shall not be deemed Affiliates of the Borrower solely by reason of the Sponsor's ownership interest in both such portfolio companies and the Borrower, and (b) none of the Administrative Agent, the Collateral Agent, or any Lender shall be deemed an Affiliate of the Borrower or any Guarantor solely by reason of this Agreement or the other Loan Documents.
"Amended First Lien Credit Agreement" means the Amended and Restated First Lien Credit Agreement dated as of December 1, 2023, among the Borrower, as borrower, Pinnacle National Bank, N.A., as Administrative Agent and Collateral Agent, and the lenders from time to time party thereto, as such agreement may be further amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof and the Intercreditor Agreement.
"Applicable Rate" means, with respect to any Loan, a rate per annum equal to Adjusted Term SOFR (subject to the SOFR Floor) plus 7.00% (700 basis points).
"Borrower" means Stonefield Logistics Group Inc., a Delaware corporation (EIN: 83-2457109; Delaware File No.: 6341872), with its principal executive offices at 4200 Commerce Street, Suite 1500, Dallas, TX 75201.
"Business Day" means any day (other than a Saturday, Sunday, or legal holiday in the State of New York) on which commercial banks are open for business in New York City; provided that, when used in connection with a SOFR-related determination, "Business Day" shall also mean any such day that is a U.S. Government Securities Business Day.
"Call Protection Premium" means, with respect to any prepayment of Loans pursuant to Section 2.05(b) (and, to the extent applicable, any mandatory prepayment pursuant to Section 2.05(c)), the premium calculated in accordance with Section 2.05(b) as follows: (a) during Year 1 (from and including the Closing Date through but excluding the first anniversary of the Closing Date), 3.00% of the principal amount prepaid; (b) during Year 2 (from and including the first anniversary of the Closing Date through but excluding the second anniversary of the Closing Date), 2.00% of the principal amount prepaid; (c) during Year 3 (from and including the second anniversary of the Closing Date through but excluding the third anniversary of the Closing Date), 1.00% of the principal amount prepaid; and (d) during Year 4 and thereafter (from and including the third anniversary of the Closing Date through the Maturity Date), zero (par).
"Change of Control" means the occurrence of any of the following: (a) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than Ridgeline Capital Partners Fund III, L.P., the Mezzanine Equitization Recipients, and their respective Permitted Transferees, shall have acquired, directly or indirectly, beneficial ownership of more than 50% of the total voting power of the then-outstanding Equity Interests of the Borrower entitled to vote generally in the election of directors (or equivalent governing body); or (b) the Borrower shall cease to own, directly or indirectly, 100% of the Equity Interests of each Guarantor (other than directors' qualifying shares or shares required by applicable law to be held by a person other than the Borrower or a Guarantor).
"Closing Date" means December 19, 2023.
"Collateral" means all assets of the Borrower and the Guarantors that are subject to the Lien created by the Super-Priority Pledge and Security Agreement, including all personal property and fixtures of the Stonefield Parties (whether now owned or hereafter acquired), all Equity Interests in the subsidiaries of the Borrower, all accounts, inventory, equipment, general intangibles, intellectual property, instruments, chattel paper, deposit accounts, investment property, commercial tort claims, letter-of-credit rights, and proceeds and products of the foregoing, in each case as more particularly described in the Pledge and Security Agreement.
"Collateral Agent" means Belvedere Credit Opportunities Fund LP, a Delaware limited partnership, in its capacity as collateral agent for the Secured Parties under the Pledge and Security Agreement, or any successor collateral agent appointed pursuant to Section 8.06 or the Pledge and Security Agreement.
"Commitment" means, with respect to each Lender, the aggregate of such Lender's Initial Term Loan Commitment and Delayed Draw Term Loan Commitment as set forth on Schedule 1.01, as such amount may be reduced or modified from time to time in accordance with the terms hereof. As of the date hereof, the aggregate Commitment is $55,000,000, consisting of the Initial Term Loan Commitment of $45,000,000 and the Delayed Draw Term Loan Commitment of $10,000,000.
"Commitment Fee" means the fee payable pursuant to Section 2.06 at a rate of 1.00% per annum on the average daily undrawn Delayed Draw Term Loan Commitment during the DDTL Availability Period.
"Commitment Fee Payment Date" means each Quarterly Date during the DDTL Availability Period and the earlier of (i) the date on which the DDTL Commitment is terminated and (ii) the last day of the DDTL Availability Period.
"Compliance Certificate" means a certificate substantially in the form of Exhibit B.
"Consolidated EBITDA" means, for any period, Consolidated Net Income for such period, plus (a) the following to the extent deducted in calculating such Consolidated Net Income: (i) Consolidated Interest Expense, (ii) provision for income taxes, (iii) depreciation and amortization expense, (iv) non-cash charges and losses (including non-cash stock-based compensation), (v) fees, costs, and expenses incurred in connection with the restructuring transactions contemplated by the RSA (solely for the fiscal year ending December 31, 2023, and the fiscal year ending December 31, 2024), (vi) severance costs and restructuring charges, (vii) losses on asset dispositions (other than dispositions in the ordinary course of business), and (viii) other non-recurring charges and expenses approved by the Administrative Agent in its reasonable discretion, minus (b) the following to the extent included in calculating such Consolidated Net Income: (i) non-cash gains, (ii) gains on asset dispositions (other than dispositions in the ordinary course of business), and (iii) interest income.
"Consolidated Interest Expense" means, for any period, total interest expense of the Borrower and its subsidiaries on a consolidated basis for such period (including imputed interest on capital lease obligations, amortization of debt issuance costs and original issue discount, and non-cash interest expense), determined in accordance with GAAP.
"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.
"Consolidated Total Net Debt" means, at any date of determination, (a) the aggregate principal amount of all Indebtedness of the Borrower and its subsidiaries on a consolidated basis at such date (including the outstanding principal amount of the Loans, the outstanding principal amount of indebtedness under the Amended First Lien Credit Agreement, and capital lease obligations), minus (b) unrestricted cash and Cash Equivalents of the Borrower and its subsidiaries on a consolidated basis at such date, in an amount not to exceed $25,000,000 for purposes of this calculation.
"Cooperation Agreement" means the cooperation agreement dated March 10, 2023, among Graystone Mezzanine Capital Fund II LP, Ashland Structured Credit LLC, and Dunmore Special Situations Fund LP, pursuant to which such parties agreed to act in concert with respect to the restructuring of the Borrower's Mezzanine Notes.
"D&O Insurance" means the directors' and officers' liability insurance policy issued by Northgate Specialty Insurance Company, Policy No. NSI-DOL-2023-07721, providing $15,000,000 in coverage with a six (6)-year tail from the Closing Date, as such policy may be renewed or replaced from time to time.
"DDTL" or "Delayed Draw Term Loan" means a Delayed Draw Term Loan made pursuant to Section 2.02, in an aggregate principal amount not to exceed $10,000,000.
"DDTL Availability Period" means the period from and including the Closing Date through and including the date that is twelve (12) months after the Closing Date (i.e., December 19, 2024).
"Default" means any event or condition that, with the giving of notice, the lapse of time, or both, would constitute an Event of Default.
"Default Rate" means a rate per annum equal to the Applicable Rate then in effect plus 2.00% (200 basis points).
"Equity Interests" means, with respect to any Person, all of the shares of capital stock, membership interests, partnership interests, or other equity interests of such Person and all warrants, options, or other rights to acquire any of the foregoing.
"Equitization" means the exchange, pursuant to the Exchange Agreement, of $140,000,000 in aggregate principal amount of Mezzanine Notes (together with the waiver of $8,100,000 in accrued payment-in-kind interest thereon) for (i) shares of Series A Preferred Stock of the Borrower with an aggregate liquidation preference of $35,000,000 and a 10.00% payment-in-kind dividend rate, and (ii) shares of common stock of the Borrower representing 47.5% of the pro forma fully diluted common equity of the Borrower (after giving effect to the Equitization, the Ridgeline equity contribution, and the establishment of the management incentive plan).
"Event of Default" has the meaning set forth in Section 7.01.
"Excess Cash Flow" means, for any fiscal year, an amount equal to (a) Consolidated EBITDA for such fiscal year, minus (b) Consolidated Interest Expense paid in cash during such fiscal year, minus (c) scheduled principal payments on Indebtedness actually paid in cash during such fiscal year (excluding any voluntary or mandatory prepayments), minus (d) capital expenditures made during such fiscal year (to the extent not financed with the proceeds of Indebtedness), minus (e) cash taxes paid during such fiscal year, plus or minus (f) changes in working capital during such fiscal year (increases in working capital being a reduction, decreases in working capital being an addition), minus (g) other customary adjustments as agreed between the Borrower and the Administrative Agent; provided that Excess Cash Flow shall not be less than zero.
"Excess Cash Flow Sweep Percentage" means 75%.
"Exchange Agreement" means the Exchange Agreement dated as of December 8, 2023, among the Borrower and the holders of Mezzanine Notes party thereto, pursuant to which the Equitization is to be consummated.
"First Lien Agent" means Pinnacle National Bank, N.A., in its capacity as administrative agent and collateral agent under the Amended First Lien Credit Agreement.
"First Lien Credit Agreement" has the meaning set forth in the Recitals.
"First Lien Obligations" means all obligations of the Borrower and the Guarantors under or in connection with the Amended First Lien Credit Agreement and the related loan documents, including all principal, interest, fees, indemnities, reimbursement obligations, and other amounts.
"GAAP" means United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent with the accounting principles applied in the preparation of the financial statements referred to in Section 4.04.
"Governing Law" means the laws of the State of New York, without regard to principles of conflicts of laws (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law).
"Guarantors" means, collectively, (a) Stonefield Logistics Holdings LLC, a Delaware limited liability company and the direct parent entity of the Borrower, (b) Stonefield Freight Services LLC, a Texas limited liability company and a direct wholly-owned operating subsidiary of the Borrower, (c) Stonefield Last Mile Inc., a Delaware corporation and a direct wholly-owned operating subsidiary of the Borrower, and (d) Stonefield Warehousing LLC, a Texas limited liability company and a direct wholly-owned operating subsidiary of the Borrower, together with any additional Guarantors that may become party hereto or to the Guaranty Agreement from time to time pursuant to Section 5.08 or Section 11.01.
"Guaranty Agreement" means the Super-Priority Guaranty Agreement dated as of November 17, 2023, among the Guarantors, the Borrower, and the Administrative Agent, for the benefit of the Secured Parties, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.
"Indebtedness" means, with respect to any Person at any date of determination, without duplication, (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations under conditional sale or other title retention agreements, (d) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable arising in the ordinary course of business), (e) all capital lease obligations, (f) all guarantees of Indebtedness of other Persons, (g) all obligations with respect to letters of credit (whether or not drawn), (h) all net obligations under swap agreements, and (i) all Indebtedness of other Persons secured by a lien on any asset of such Person, whether or not assumed by such Person.
"Independent Auditor" means Whitfield & Pryce LLP, with offices in Dallas, Texas, engagement partner Todd Ashburn, CPA, or such other nationally recognized independent registered public accounting firm as may be designated by the Borrower with the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned, or delayed).
"Initial Lender" means Belvedere Credit Opportunities Fund LP, a Delaware limited partnership.
"Initial Term Loan" means the initial term loan made by the Initial Lender to the Borrower on the Closing Date pursuant to Section 2.01 in the aggregate principal amount of $45,000,000.
"Initial Term Loan Commitment" means $45,000,000.
"Intercreditor Agreement" means the Amended and Restated Intercreditor Agreement dated as of November 10, 2023, among the Administrative Agent (in its capacity as Super-Priority Agent), Pinnacle National Bank, N.A. (in its capacity as First Lien Agent), and the Borrower, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time, which establishes the relative priorities of the liens securing the Obligations and the First Lien Obligations as a super-priority first-out / first lien second-out waterfall.
"Interest Period" means, with respect to any Loan, each period commencing on a Quarterly Date (or, in the case of the initial Interest Period, commencing on the date such Loan is made) and ending on the next succeeding Quarterly Date; 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, and (b) no Interest Period shall extend beyond the Maturity Date.
"Lenders" means, collectively, the Initial Lender and any Person that shall have become a party hereto as a Lender pursuant to an Assignment and Assumption Agreement in accordance with Section 10.04.
"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.
"Liquidity" means, at any date of determination, the sum of (a) unrestricted cash and Cash Equivalents of the Borrower and its subsidiaries on a consolidated basis at such date, plus (b) undrawn and available revolving credit commitments under the Amended First Lien Credit Agreement at such date.
"Loan Documents" means, collectively, this Agreement, the Guaranty Agreement, the Pledge and Security Agreement, the Intercreditor Agreement, any promissory notes issued hereunder, each Borrowing Notice, each Compliance Certificate, each Guarantor Joinder Agreement, and each other document, instrument, certificate, or agreement delivered in connection with any of the foregoing or otherwise delivered by or on behalf of any Stonefield Party to the Administrative Agent or any Lender in connection herewith.
"Loans" means the Initial Term Loan and any Delayed Draw Term Loans made pursuant to this Agreement.
"Material Adverse Effect" means a material adverse effect on (a) the business, assets, financial condition, or results of operations of the Borrower and its subsidiaries, taken as a whole, (b) the ability of any Stonefield Party to perform its obligations under any Loan Document, (c) the legality, validity, binding effect, or enforceability of any Loan Document, or (d) the rights and remedies of the Administrative Agent and the Lenders under any Loan Document.
"Maturity Date" means December 19, 2027; provided that if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.
"Mezzanine Equitization Recipients" means the holders of Mezzanine Notes that exchange such notes for equity of the Borrower pursuant to the Exchange Agreement.
"Mezzanine Indenture" has the meaning set forth in the Recitals.
"Mezzanine Notes" means the 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSIP: 861537 AA 2) issued under the Mezzanine Indenture, in the original aggregate principal amount of $140,000,000.
"Minimum Liquidity" means $20,000,000.
"Net Cash Proceeds" means, with respect to any event, (a) the cash and Cash Equivalents received by the Borrower or any of its subsidiaries in connection with such event, minus (b) all reasonable and customary costs, fees, and expenses (including legal fees, investment banking fees, brokerage fees, and transfer taxes) incurred in connection therewith, minus (c) any taxes paid or reasonably estimated to be payable as a result thereof, minus (d) any amounts required to be applied to repay Indebtedness secured by a Lien on such asset that is senior to or pari passu with the Lien on such asset securing the Obligations (other than the Loans).
"Net Funded Proceeds" means, with respect to the Initial Term Loan, $43,900,000, being $45,000,000 less the OID of $1,100,000 applied to the total Commitment.
"Obligations" means all amounts owing or to be owing by the Borrower and the Guarantors under this Agreement and the other Loan Documents, including all principal, interest (including interest accruing after the commencement of any insolvency proceeding, whether or not a claim for such post-petition interest is allowed in such proceeding), fees, premiums (including any Call Protection Premium), expenses, indemnification obligations, and other amounts, in each case whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred.
"OID" means the original issue discount of 2.00% of the aggregate Commitment, in the amount of $1,100,000 ($55,000,000 × 2.00%).
"Permitted Indebtedness" means (a) Indebtedness under the Amended First Lien Credit Agreement in an aggregate principal amount not exceeding $320,000,000 (consisting of up to $285,000,000 in respect of the Term Loan B and up to $35,000,000 in respect of the revolving credit facility), (b) capital lease obligations in an aggregate amount not exceeding $5,000,000 at any time outstanding, (c) purchase money Indebtedness in an aggregate principal amount not exceeding $3,000,000 at any time outstanding, (d) Indebtedness among the Stonefield Parties, (e) guarantees of Indebtedness otherwise permitted hereunder, (f) Indebtedness in respect of workers' compensation, unemployment insurance, and other similar statutory obligations, (g) Indebtedness arising from the honoring of a check, draft, or similar instrument in the ordinary course of business, and (h) other Indebtedness in an aggregate principal amount not exceeding $1,000,000 at any time outstanding.
"Permitted Investments" means (a) cash and Cash Equivalents, (b) investments in securities of account debtors received in connection with the settlement of delinquent accounts and disputes in the ordinary course of business, (c) intercompany investments among the Stonefield Parties, (d) investments constituting Permitted Acquisitions, and (e) other investments in an aggregate amount not exceeding $2,000,000 in any fiscal year.
"Permitted Liens" means (a) Liens securing the Obligations, (b) Liens securing the First Lien Obligations (subject to the Intercreditor Agreement), (c) Liens for taxes, assessments, or governmental charges not yet delinquent or being contested in good faith with adequate reserves, (d) carriers', warehousemen's, mechanics', materialmen's, and other similar Liens arising in the ordinary course of business, (e) Liens arising in connection with workers' compensation, unemployment insurance, and similar statutory obligations, (f) easements, zoning restrictions, rights-of-way, and similar encumbrances on real property that do not materially interfere with the ordinary conduct of business, (g) Liens securing purchase money Indebtedness and capital lease obligations permitted under Section 6.01, (h) Liens arising from judgments not constituting an Event of Default under Section 7.01(f), and (i) Liens existing on the Closing Date as set forth on Schedule 6.02.
"Permitted Transferees" means (a) with respect to Ridgeline Capital Partners Fund III, L.P., its affiliated funds (including successor funds) and co-investors, and (b) with respect to the Mezzanine Equitization Recipients, their respective affiliated funds and managed accounts.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, governmental authority, or any other entity.
"Pledge and Security Agreement" means the Super-Priority Pledge and Security Agreement dated as of November 17, 2023, among the Borrower, the Guarantors, and the Collateral Agent, for the benefit of the Secured Parties, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.
"Quarterly Date" means the last Business Day of each March, June, September, and December of each year.
"Registered Agent" means Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, DE 19801, in its capacity as the Delaware registered agent for the Borrower.
"Required Lenders" means, at any time, Lenders holding more than 50% of the aggregate outstanding principal amount of the Loans and the unfunded Commitments at such time.
"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 first lien lenders, the consenting revolving credit lenders, and the consenting mezzanine holders party thereto, with a long-stop date of December 31, 2023, as such agreement may be amended, restated, supplemented, or otherwise modified from time to time.
"Secured Parties" means the Administrative Agent, the Collateral Agent, the Lenders, and each other holder of Obligations from time to time.
"SOFR" means the Secured Overnight Financing Rate published by the Federal Reserve Bank of New York (or a successor administrator) on the website of the Federal Reserve Bank of New York, currently at https://www.newyorkfed.org, or any successor source.
"SOFR Adjustment" means 0.10% (10 basis points) per annum.
"SOFR Floor" means 1.00% (100 basis points) per annum. In no event shall Adjusted Term SOFR be deemed to be less than 1.00% per annum for purposes of this Agreement.
"Solvent" means, with respect to any Person, that as of any date of determination, (a) the sum of the debt (including contingent liabilities) of such Person does not exceed the fair value of the assets of such Person, (b) the present fair salable 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 (including contingent liabilities) as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts and liabilities (including contingent liabilities) beyond such Person's ability to pay such debts and liabilities as they mature, and (d) such Person is not engaged in a business or transaction, and does not propose to engage in a business or transaction, for which such Person's assets would constitute unreasonably small capital.
"Sponsor" means Ridgeline Capital Partners Fund III, L.P., a Delaware limited partnership, whose general partner is Ridgeline Capital Management III LLC, a Delaware limited liability company, with a principal office at 300 Park Avenue, 28th Floor, New York, NY 10022.
"Stonefield Parties" means, collectively, the Borrower and each of the Guarantors.
"Super-Priority Lien" means a Lien on the Collateral that is senior in priority to all other Liens on such Collateral, including the Liens securing the First Lien Obligations, as established by and set forth in the Intercreditor Agreement.
"Term SOFR" means, for any Interest Period, the forward-looking term rate based on SOFR for a tenor comparable to such Interest Period as published by CME Group Benchmark Administration Limited (or a successor administrator approved by the Administrative Agent) and as selected by the Administrative Agent in its reasonable discretion.
"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) Consolidated EBITDA for the most recently ended four (4) fiscal quarter period for which financial statements have been (or were required to have been) delivered pursuant to Section 5.01.
"U.S. Government Securities Business Day" means any day except for (a) a Saturday, (b) a Sunday, or (c) a 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.
Section 1.02 — Rules of Interpretation
Unless the context otherwise requires, (a) headings and captions are for convenience of reference only and shall not affect the interpretation of this Agreement; (b) words importing the singular include the plural and vice versa; (c) words importing any gender include all genders; (d) the word "including" (and with correlative meaning, "include" and "includes") means "including, without limitation"; (e) references to any agreement or instrument (including this Agreement) are to such agreement or instrument as amended, restated, supplemented, or otherwise modified from time to time, except as otherwise expressly provided herein; (f) references to any Person include such Person's successors and permitted assigns; (g) references to "Sections," "Articles," "Schedules," and "Exhibits" are to Sections, Articles, Schedules, and Exhibits of this Agreement, unless otherwise specified; (h) references to any statute or regulation are to such statute or regulation as amended, modified, supplemented, or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated thereunder), and references to any section of any statute or regulation include any successor to such section; (i) references to "days" mean calendar days, unless the term "Business Days" is used; (j) the words "herein," "hereof," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular Section or provision hereof; and (k) references to "the date hereof" mean the date first written above.
Section 1.03 — Accounting Terms and GAAP
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, as applied by Whitfield & Pryce LLP in auditing the Borrower's consolidated financial statements for the most recently completed fiscal year for which audited financial statements have been delivered pursuant to Section 5.01(a), except as otherwise specifically prescribed herein. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders, and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change and (b) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.
Section 1.04 — SOFR Provisions
(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (i) if a Benchmark Replacement has been determined in accordance with the definition thereof for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document, and (ii) if a Benchmark Replacement has not been determined in accordance with the definition thereof for such Benchmark Replacement Date, the Benchmark will be the rate determined on the immediately preceding Business Day.
(b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption, or 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.
(c) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision, or election that may be made by the Administrative Agent or, if specified, any Lender (or group of Lenders) pursuant to this Section 1.04, including any determination with respect to a tenor, rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance, or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 1.04.
Section 1.05 — 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.
ARTICLE II — THE COMMITMENTS AND LOANS
Section 2.01 — Initial Term Loan Commitment
(a) Subject to the terms and conditions set forth herein, Belvedere Credit Opportunities Fund LP (as Initial Lender) hereby agrees to make a term loan (the "Initial Term Loan") to the Borrower on the Closing Date in a single drawing in the aggregate principal amount of $45,000,000. The Initial Term Loan shall be funded on December 19, 2023, which is the Closing Date.
(b) After giving effect to the original issue discount described in Section 2.07, the net funded proceeds of the Initial Term Loan on the Closing Date shall be $43,900,000 (being $45,000,000 less $1,100,000 of OID applied to the total Commitment amount).
(c) The Initial Term Loan Commitment of the Initial Lender shall automatically and permanently terminate upon the funding of the Initial Term Loan on the Closing Date. Amounts repaid or prepaid in respect of the Initial Term Loan may not be re-borrowed.
(d) The Initial Term Loan shall be evidenced by this Agreement and, if requested by any Lender, by one or more promissory notes in form and substance satisfactory to the Administrative Agent.
Section 2.02 — Delayed Draw Term Loan Commitment
(a) Subject to the terms and conditions set forth herein, Belvedere Credit Opportunities Fund LP (as Initial Lender) hereby agrees to make one or more delayed draw term loans (each, a "Delayed Draw Term Loan" or "DDTL") to the Borrower during the DDTL Availability Period in an aggregate principal amount not to exceed $10,000,000.
(b) Each Delayed Draw Term Loan shall be in a minimum principal amount of $2,500,000 (or, if less, the remaining undrawn DDTL Commitment).
(c) The DDTL Availability Period shall commence on the Closing Date and shall end on December 19, 2024 (i.e., the date that is twelve (12) months after the Closing Date). No Delayed Draw Term Loan may be requested or funded after the expiration of the DDTL Availability Period.
(d) Each request for a Delayed Draw Term Loan shall be subject to the satisfaction (or waiver by the Administrative Agent) of the following conditions precedent:
(i) the Borrower shall have delivered a Borrowing Notice to the Administrative Agent substantially in the form of Exhibit A at least five (5) Business Days prior to the proposed borrowing date, specifying the aggregate principal amount of the requested Delayed Draw Term Loan and the proposed borrowing date;
(ii) no Default or Event of Default shall exist on the proposed borrowing date or after giving effect to such borrowing;
(iii) the representations and warranties of the Borrower and each Guarantor set forth in Article IV and in each other Loan Document shall be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, in all respects) on and as of the proposed borrowing date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and
(iv) after giving pro forma effect to the making of such Delayed Draw Term Loan (and the use of proceeds thereof), the Borrower shall be in compliance with all financial covenants set forth in Section 5.02.
(e) The undrawn DDTL Commitment shall automatically and permanently terminate at the end of the DDTL Availability Period without penalty (other than accrued and unpaid Commitment Fees, which shall be payable on the date of such termination). Amounts repaid or prepaid in respect of any Delayed Draw Term Loan may not be re-borrowed.
Section 2.03 — Use of Proceeds
(a) Initial Term Loan. The proceeds of the Initial Term Loan shall be used solely (i) to fund working capital and general corporate purposes of the Borrower and its subsidiaries, (ii) to pay transaction costs and expenses incurred in connection with the restructuring transactions contemplated by the RSA (including, without limitation, fees and expenses payable to Calderwood & Harkness LLP (counsel to the Borrower), Hargrove Advisory Group LLC (financial advisor to the Borrower), Westlake Harden & Cole LLP (counsel to the ad hoc mezzanine group), Thornbury McCaffrey LLP (counsel to the Administrative Agent), Meridian Veltrian Partners LLC (investment banker to the ad hoc mezzanine group), consent fees payable to consenting first lien term loan lenders in the aggregate amount of $1,425,000, consent fees payable to consenting revolving credit facility lenders in the aggregate amount of $87,500, the premium for the D&O insurance tail policy, and all filing, administrative, and other related fees and expenses), and (iii) to provide a liquidity cushion for the Borrower and its subsidiaries.
(b) Delayed Draw Term Loans. The proceeds of any Delayed Draw Term Loan shall be used solely to fund working capital, capital expenditures, and general corporate purposes of the Borrower and its subsidiaries.
(c) Negative Use of Proceeds Covenant. No proceeds of any Loan shall be used, directly or indirectly, to prepay, repay, redeem, repurchase, or otherwise satisfy any obligation under the Amended First Lien Credit Agreement (other than regularly scheduled amortization payments and interest payments required to be made under the terms thereof) without the prior written consent of the Required Lenders.
Section 2.04 — Interest
(a) Interest Rate. Each Loan shall bear interest on the outstanding principal amount thereof from the date such Loan is made (or, in the case of the Initial Term Loan, from the Closing Date) until the date on which such Loan is repaid in full, at a rate per annum equal to Adjusted Term SOFR (subject to the SOFR Floor of 1.00%) plus 7.00% (700 basis points).
(b) Default Interest. Upon the occurrence and during the continuance of any Event of Default, interest on all outstanding Obligations (including, to the extent permitted by applicable law, interest on overdue interest) shall accrue at the Default Rate (i.e., the Applicable Rate then in effect plus 2.00% (200 basis points) per annum). Default interest shall accrue from the date of the occurrence of such Event of Default until the date on which such Event of Default is cured or waived in accordance with the terms hereof. Accrued default interest shall be payable on demand.
(c) Interest Payment Dates. Interest on each Loan shall be payable in arrears on (i) each Quarterly Date, (ii) the Maturity Date, and (iii) the date of any prepayment or repayment of such Loan (on the amount prepaid or repaid). Interest shall also be payable upon acceleration of the Loans pursuant to Section 7.02.
(d) Computation. All computations of interest hereunder shall be made on the basis of a year of 360 days and actual days elapsed (including the first day but excluding the last day of any period). Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
(e) SOFR Floor. In no event shall Adjusted Term SOFR be deemed to be less than 1.00% per annum for purposes of calculating the interest rate on any Loan.
Section 2.05 — Repayment; Prepayments
(a) Scheduled Repayment. The outstanding principal balance of all Loans, together with all accrued and unpaid interest thereon and all other Obligations then outstanding, shall be due and payable in full on the Maturity Date (December 19, 2027). There shall be no scheduled amortization of the Loans prior to the Maturity Date, and the entire outstanding principal amount of the Loans shall be a bullet payment due at maturity.
(b) Voluntary Prepayments. The Borrower may, at its option, prepay the Loans in whole or in part at any time and from time to time, subject to the following terms and conditions:
(i) Each voluntary prepayment shall be in a minimum principal amount of $1,000,000 (or such lesser amount as equals the entire outstanding principal balance of the Loans).
(ii) The Borrower shall deliver written notice of any voluntary prepayment to the Administrative Agent at least five (5) Business Days prior to the proposed prepayment date, specifying the proposed prepayment date and the aggregate principal amount to be prepaid.
(iii) Each voluntary prepayment shall be accompanied by payment of the applicable Call Protection Premium, as follows:
(A) During Year 1 (from and including the Closing Date through but excluding the first anniversary of the Closing Date): 103% of the principal amount prepaid (i.e., a premium of 3.00%);
(B) During Year 2 (from and including the first anniversary of the Closing Date through but excluding the second anniversary of the Closing Date): 102% of the principal amount prepaid (i.e., a premium of 2.00%);
(C) During Year 3 (from and including the second anniversary of the Closing Date through but excluding the third anniversary of the Closing Date): 101% of the principal amount prepaid (i.e., a premium of 1.00%); and
(D) During Year 4 and thereafter (from and including the third anniversary of the Closing Date through the Maturity Date): par (100% of the principal amount prepaid, with no Call Protection Premium).
(iv) Each voluntary prepayment shall be accompanied by accrued and unpaid interest on the principal amount prepaid to but excluding the date of prepayment.
(c) Mandatory Prepayments.
(i) Excess Cash Flow. Within ninety (90) days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2024, the Borrower shall prepay the Loans in an aggregate principal amount equal to 75% of the Excess Cash Flow for such fiscal year; provided that no such prepayment shall be required if, at the time of determination (after giving pro forma effect to such prepayment), the Borrower's Liquidity (unrestricted cash plus undrawn revolving credit availability under the Amended First Lien Credit Agreement) exceeds $20,000,000. For the avoidance of doubt, the excess cash flow sweep shall apply only when Liquidity is at or below $20,000,000 after giving effect to the proposed prepayment.
(ii) Asset Sales. Within five (5) Business Days after the receipt by the Borrower or any subsidiary thereof of Net Cash Proceeds from any Asset Sale (other than Asset Sales in the ordinary course of business and Asset Sales of assets with a fair market value not exceeding $500,000 individually or $2,000,000 in the aggregate in any fiscal year), the Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds; provided that the Borrower shall not be required to make such prepayment to the extent that (A) the Borrower delivers a written notice to the Administrative Agent within ten (10) Business Days after receipt of such Net Cash Proceeds stating its intention to reinvest such Net Cash Proceeds in assets useful in its business, and (B) such Net Cash Proceeds are so reinvested within 365 days after receipt thereof; provided, further, that the Borrower must deliver a binding commitment to reinvest (by entering into a definitive agreement or placing a binding purchase order) within 180 days after receipt of such Net Cash Proceeds. Any Net Cash Proceeds not so reinvested within the applicable reinvestment period shall be applied to prepay the Loans.
(iii) Debt Issuances. Promptly upon receipt by the Borrower or any subsidiary thereof of Net Cash Proceeds from the incurrence or issuance of any Indebtedness (other than Permitted Indebtedness), the Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds.
(iv) Casualty and Condemnation Events. Within five (5) Business Days after the receipt by the Borrower or any subsidiary thereof of Net Cash Proceeds from any casualty or condemnation event in excess of $1,000,000 in the aggregate, the Borrower shall prepay the Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds in excess of $1,000,000; provided that the Borrower shall not be required to make such prepayment to the extent that (A) the Borrower delivers a written notice to the Administrative Agent within ten (10) Business Days after receipt of such Net Cash Proceeds stating its intention to use such Net Cash Proceeds to repair, rebuild, or replace the affected assets, and (B) such Net Cash Proceeds are so applied within 365 days after receipt thereof, subject to a 180-day reinvestment commitment deadline.
(v) Change of Control. Upon the occurrence of a Change of Control, all outstanding Loans shall become immediately due and payable at a price equal to 101% of the aggregate outstanding principal amount thereof, together with all accrued and unpaid interest thereon and the applicable Call Protection Premium (if any, calculated in accordance with Section 2.05(b)(iii) based on the date of the Change of Control).
(d) Application of Prepayments. All mandatory prepayments pursuant to this Section 2.05(c) shall be applied first to the outstanding principal amount of the Initial Term Loan until paid in full, and then to the outstanding principal amount of any Delayed Draw Term Loans, in each case in direct order of maturity. Voluntary prepayments shall be applied as directed by the Borrower or, absent direction, in the same order.
(e) No Re-borrowing. Amounts prepaid or repaid in respect of the Loans (whether voluntarily or pursuant to a mandatory prepayment) may not be re-borrowed.
Section 2.06 — Commitment Fee
(a) The Borrower shall pay to the Administrative Agent, for the ratable benefit of the Lenders holding Delayed Draw Term Loan Commitments, a commitment fee (the "Commitment Fee") equal to 1.00% per annum on the average daily undrawn Delayed Draw Term Loan Commitment during the DDTL Availability Period.
(b) The Commitment Fee shall be payable quarterly in arrears on each Commitment Fee Payment Date and on the earlier of (i) the date on which the DDTL Commitment is terminated (whether upon the funding of the full DDTL Commitment or otherwise) and (ii) the last day of the DDTL Availability Period.
(c) The Commitment Fee shall be computed on the basis of actual days elapsed over a 360-day year. Accrued Commitment Fees shall be non-refundable for any reason whatsoever.
Section 2.07 — OID
(a) The Loans shall be issued at an original issue discount of 2.00% of the aggregate Commitment amount. The OID amount is $1,100,000 ($55,000,000 × 2.00%).
(b) The OID shall be applied ratably across the Initial Term Loan Commitment and the Delayed Draw Term Loan Commitment. Accordingly, the net funded proceeds of the Initial Term Loan on the Closing Date shall be $43,900,000 (being $45,000,000 less $1,100,000 of OID applied to the total Commitment).
(c) The OID shall be deemed fully earned and non-refundable upon the Closing Date regardless of whether the DDTL Commitment is drawn, cancelled, or otherwise terminated.
(d) For accounting purposes, the OID shall be amortized over the term of the applicable Loans using the effective interest method in accordance with GAAP.
Section 2.08 — Payments Generally
(a) All payments of principal, interest, fees, and other amounts by the Borrower hereunder and under the other Loan Documents shall be made in immediately available funds in lawful money of the United States of America, free and clear of any and all present or future taxes, deductions, charges, or withholdings (except as required by applicable law, in which case the provisions of Section 2.09 shall apply).
(b) All such payments shall be made to the Administrative Agent at the account specified on Schedule 2.08 (or at such other account as the Administrative Agent may designate in writing from time to time) not later than 2:00 p.m. (New York City time) on the date when due. Any payment received by the Administrative Agent after 2:00 p.m. (New York City time) on any Business Day shall be deemed to have been received on the next succeeding Business Day, and any applicable interest or fee shall continue to accrue during the period from and after such date of deemed receipt.
(c) The Administrative Agent shall promptly distribute to each Lender its pro rata share (based on the outstanding principal amount of such Lender's Loans and unfunded Commitments relative to the total outstanding principal amount of all Loans and unfunded Commitments) of all payments received by the Administrative Agent from the Borrower.
(d) If any payment hereunder becomes due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest or fees, as applicable.
(e) Each Lender agrees that, if it receives any payment or proceeds in excess of its pro rata share of any payment (whether by voluntary payment, exercise of rights of setoff, counterclaim, or otherwise), such Lender shall purchase from the other Lenders such participations in the Loans held by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each other Lender in accordance with their respective pro rata shares.
Section 2.09 — Taxes
(a) Defined Terms. For purposes of this Section 2.09, the term "applicable law" includes FATCA.
(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Stonefield Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment by a Stonefield Party, then (i) in the case of Indemnified Taxes, the sum payable by the applicable Stonefield Party shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 2.09), the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deduction or withholding been made, (ii) the applicable Stonefield Party shall make such deductions or withholdings, and (iii) the applicable Stonefield Party shall timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law.
(c) Payment of Other Taxes by the Borrower. Without limiting the provisions of Section 2.09(b), the Borrower shall timely pay to the relevant governmental authority in accordance with applicable law any Other Taxes.
(d) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.09) payable or paid by the Administrative Agent or such Lender, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant governmental authority.
(e) Tax Forms. Each Lender that is a United States person (as defined in Section 7701(a)(30) of the Internal Revenue Code) shall deliver to the Borrower and the Administrative Agent, on or before the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax. Each Lender that is not a United States person shall deliver to the Borrower and the Administrative Agent (to the extent it is legally entitled to do so), on or before the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: (i) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, (ii) executed copies of IRS Form W-8ECI, or (iii) in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (A) a certificate to the effect that such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a "10 percent shareholder" of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code, or a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Internal Revenue Code, and (B) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E.
(f) FATCA. If a payment made to a Lende

SUPER-PRIORITY CREDIT AGREEMENT

THE GUARANTORS PARTY HERETO,

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