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FIRST SUPPLEMENTAL INDENTURE

to the Indenture dated as of December 15, 2017

among

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

and

CONTINENTAL FIDUCIARY TRUST COMPANY, a New York trust company, as Trustee

Relating to

11.50% Senior Secured Second Lien Notes due June 15, 2025

CUSIP: 861537 AA 2

Dated as of December 8, 2023

FIRST SUPPLEMENTAL INDENTURE

THIS FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"), dated as of December 8, 2023, is entered into by and between STONEFIELD LOGISTICS GROUP INC., a corporation organized under the laws of the State of Delaware (the "Issuer"), and CONTINENTAL FIDUCIARY TRUST COMPANY, a trust company organized under the laws of the State of New York, as trustee (in such capacity, the "Trustee") and as second lien collateral agent under the Original Indenture (as defined below).

RECITALS

WHEREAS:

A. The Issuer and the Trustee are parties to that certain Indenture, dated as of December 15, 2017 (the "Original Indenture"), by and between Stonefield Logistics Group Inc., a corporation organized under the laws of the State of Delaware (the "Issuer"), and Continental Fiduciary Trust Company, a trust company organized under the laws of the State of New York (the "Trustee"), pursuant to which the Issuer issued its 11.50% Senior Secured Second Lien Notes due June 15, 2025 (the "Notes"), identified by CUSIP No. 861537 AA 2. As of the date hereof, $140,000,000 in aggregate principal amount of the Notes is outstanding, together with accrued and unpaid pay-in-kind interest in the amount of $8,100,000.

B. On October 6, 2023, the Issuer commenced a consent solicitation (the "Consent Solicitation") pursuant to a Consent Solicitation Statement dated October 6, 2023 (the "Consent Solicitation Statement"), pursuant to which the Issuer solicited consents from registered and beneficial holders of the Notes (the "Holders") to the amendments to the Original Indenture set forth herein (collectively, the "Exit Consent Amendments"). The Consent Solicitation provided for an early consent deadline of October 20, 2023 and a final consent deadline of November 3, 2023.

C. Section 9.02 of the Original Indenture provides that, with the consent of Holders of not less than 66⅔% in aggregate principal amount of the outstanding Notes (excluding Notes held by the Issuer or any of its Affiliates), the Issuer and the Trustee may amend or supplement the Original Indenture for the purpose of adding, changing, or eliminating any provision thereof, subject to the limitation that certain provisions constituting "Sacred Rights" (as defined in Section 9.02 of the Original Indenture) may not be amended without the consent of each Holder affected thereby. The Exit Consent Amendments do not modify any provision constituting a Sacred Right. As of the final consent deadline of November 3, 2023, the Issuer received valid and unrevoked consents from Holders of $134,500,000 in aggregate principal amount of Notes, constituting approximately 96.1% of the $140,000,000 in aggregate principal amount of outstanding Notes. Accordingly, the requisite consents (in excess of the 66⅔% threshold) have been duly obtained.

D. Concurrently with the execution and delivery of this First Supplemental Indenture, the Issuer and certain Holders who delivered consents in the Consent Solicitation are entering into that certain Exchange Agreement dated as of December 8, 2023 (the "Exchange Agreement"), pursuant to which consenting Holders will exchange their Notes for (i) shares of Series A Preferred Stock of the Issuer with an aggregate liquidation preference of $35,000,000 and a 10.00% pay-in-kind dividend rate and (ii) shares of common stock of the Issuer representing, in the aggregate, 47.5% of the pro forma common equity of the Issuer (on a fully diluted basis) as of the closing of the exchange (collectively, the "Exchange Consideration"). In connection with the exchange, the consenting Holders have agreed to waive all accrued and unpaid pay-in-kind interest of $8,100,000 on the Notes exchanged by such Holders. The Exit Consent Amendments set forth herein are being effectuated concurrently with the consummation of the exchange contemplated by the Exchange Agreement, and the effectiveness of this First Supplemental Indenture is a condition to the closing of the transactions contemplated by the Exchange Agreement.

E. The Board of Directors of the Issuer has duly authorized the execution, delivery, and performance by the Issuer of this First Supplemental Indenture and the transactions contemplated hereby, pursuant to resolutions duly adopted at a meeting of the Board of Directors held on December 11, 2023 (the "Board Resolutions"). The Issuer's principal executive offices are located at 4200 Commerce Street, Suite 1500, Dallas, TX 75201. The Issuer is incorporated in the State of Delaware under File No. 6341872 and has been assigned Employer Identification Number 83-2457109. The Issuer's registered agent for service of process in the State of Delaware is Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, DE 19801.

F. In connection with the execution and delivery of this First Supplemental Indenture, the Trustee has received (i) an Officers' Certificate from the Issuer pursuant to Section 12.04 of the Original Indenture, and (ii) an Opinion of Counsel pursuant to Section 12.05 of the Original Indenture, each satisfying the conditions precedent to the Trustee's execution and delivery of this First Supplemental Indenture as set forth in Section 9.02 of the Original Indenture. The Trustee is entering into this First Supplemental Indenture in its dual capacity as Trustee and as second lien collateral agent under the Original Indenture.

G. All acts and things necessary to make this First Supplemental Indenture a valid, binding, and legally enforceable instrument in accordance with its terms, and all conditions precedent and requirements set forth in the Original Indenture relating to the execution and delivery of supplemental indentures with the consent of Holders, have been duly done, performed, and satisfied.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth 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 — Definitions.

For all purposes of this First Supplemental Indenture, the following terms shall have the meanings specified below:

"Effective Date" has the meaning assigned to such term in Section 3.01 hereof.

"Exchange Agreement" means the Exchange Agreement dated as of December 8, 2023, among the Issuer and the exchanging Holders party thereto, as the same may be amended, supplemented, or otherwise modified from time to time.

"Exit Consent Amendments" means the amendments to the Original Indenture set forth in Article II of this First Supplemental Indenture.

"First Supplemental Indenture" means this First Supplemental Indenture dated as of December 8, 2023, between the Issuer and the Trustee.

"Holders" means the registered holders of the Notes from time to time, as reflected in the register maintained by the Trustee or any registrar appointed pursuant to the Indenture.

"Indenture" means the Original Indenture, as amended and supplemented by this First Supplemental Indenture and as may be further amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Notes" means the Issuer's 11.50% Senior Secured Second Lien Notes due June 15, 2025, issued pursuant to the Indenture, identified by CUSIP No. 861537 AA 2.

"Original Indenture" means the Indenture dated as of December 15, 2017, between the Issuer and the Trustee, as in effect immediately prior to the effectiveness of this First Supplemental Indenture.

All other capitalized terms used but not otherwise defined in this First Supplemental Indenture shall have the respective meanings ascribed to such terms in the Original Indenture, unless the context otherwise requires or unless such terms have been deleted or rendered inoperative pursuant to the Exit Consent Amendments set forth in Article II hereof.

Section 1.02 — Rules of Construction.

Unless the context otherwise requires:

(a) References herein to specific Articles, Sections, Exhibits, and other subdivisions are to the corresponding Articles, Sections, Exhibits, and other subdivisions of this First Supplemental Indenture unless otherwise indicated.

(b) References in this First Supplemental Indenture to specific Sections of the Original Indenture are to such Sections as they existed immediately prior to the effectiveness of this First Supplemental Indenture.

(c) The headings and captions used in this First Supplemental Indenture and the table of contents, if any, are inserted for convenience of reference only and shall not affect the meaning or interpretation of any provision hereof.

(d) Words importing the singular number include the plural number and vice versa, and words importing the masculine gender include the feminine and neuter genders.

(e) The words "herein," "hereof," "hereunder," and words of similar import refer to this First Supplemental Indenture as a whole and not to any particular provision hereof.

(f) The word "including" (and correlative words such as "include" and "includes") means including without limiting the generality of any description preceding or following such word and shall be deemed to be followed by the phrase "without limitation."

(g) References to any law, statute, rule, or regulation shall be deemed to include all amendments thereto, successor statutes and regulations, and all rules and regulations promulgated thereunder, unless the context otherwise requires.

(h) References to any agreement or instrument shall be deemed to include all amendments, supplements, restatements, and other modifications thereto, in each case to the extent permitted by the terms thereof and by the terms of this First Supplemental Indenture.

(i) A "business day" means any day other than a Saturday, Sunday, or a day on which banking institutions in New York, New York are authorized or required by law, regulation, or executive order to remain closed.

ARTICLE II — EXIT CONSENT AMENDMENTS

Section 2.01 — Deletion of Restrictive Covenants.

Effective as of the Effective Date, the following Sections of the Original Indenture are hereby deleted in their entirety and replaced with the text "[Intentionally Deleted]":

(a) Section 4.03 (Limitation on Incurrence of Additional Indebtedness) — which formerly restricted the ability of the Issuer and its Restricted Subsidiaries to incur, create, assume, or otherwise become liable for Indebtedness, subject to certain exceptions and baskets specified therein;

(b) Section 4.04 (Limitation on Restricted Payments) — which formerly restricted the ability of the Issuer and its Restricted Subsidiaries to declare or pay dividends, purchase or redeem equity interests, make investments, or make other restricted payments;

(c) Section 4.05 (Limitation on Asset Sales) — which formerly restricted the ability of the Issuer and its Restricted Subsidiaries to consummate Asset Sales and imposed requirements with respect to the application of Net Cash Proceeds therefrom;

(d) Section 4.06 (Limitation on Transactions with Affiliates) — which formerly restricted the ability of the Issuer and its Restricted Subsidiaries to enter into transactions with Affiliates, except in compliance with specified arm's-length requirements and approval procedures;

(e) Section 4.07 (Limitation on Liens) — which formerly restricted the ability of the Issuer and its Restricted Subsidiaries to create, incur, assume, or permit to exist any Lien on any of their assets or properties, subject to certain Permitted Liens;

(f) Section 4.08 (Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries) — which formerly restricted the ability of the Issuer to permit any Restricted Subsidiary to create or otherwise cause or suffer to exist any encumbrance or restriction on the ability of such Restricted Subsidiary to pay dividends, make loans, or transfer property to the Issuer;

(g) Section 4.09 (Limitation on Designation of Unrestricted Subsidiaries) — which formerly imposed conditions and limitations on the ability of the Issuer to designate any Subsidiary as an "Unrestricted Subsidiary" under the Original Indenture;

(h) Section 4.10 (Limitation on Sale-Leaseback Transactions) — which formerly restricted the ability of the Issuer and its Restricted Subsidiaries to enter into sale-leaseback transactions;

(i) Section 4.11 (Limitation on Merger, Consolidation, or Sale of All or Substantially All Assets) — which formerly restricted the ability of the Issuer to consolidate with or merge into another Person or to sell, transfer, or otherwise dispose of all or substantially all of its assets, and imposed successor obligor requirements and related covenants; provided, however, that the basic corporate existence covenant formerly contained in Section 4.11(a)(i) is not deleted but is instead retained in modified form as set forth in Section 2.04(a) of this First Supplemental Indenture;

(j) Section 4.12 (Limitation on Issuances of Guarantees by Subsidiaries) — which formerly required certain Subsidiaries of the Issuer to guarantee the Notes under specified circumstances; and

(k) Section 4.13 (Offer to Purchase upon Change of Control) — which formerly required the Issuer to make an offer to repurchase the Notes upon the occurrence of a Change of Control at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest.

(l) Section 4.14 (Offer to Purchase with Excess Asset Sale Proceeds) — which formerly required the Issuer to apply Net Cash Proceeds from Asset Sales in excess of specified thresholds to make an offer to repurchase the Notes at par.

The effect of the foregoing deletions is that substantially all restrictive covenants governing the Notes and the conduct of the Issuer's business are eliminated, thereby removing operational and financial constraints on the Issuer that would otherwise limit, among other things, the Issuer's ability to incur indebtedness, grant liens, make restricted payments or investments, sell or dispose of assets, enter into transactions with affiliates, engage in mergers or consolidations, or undertake any of the other activities formerly restricted by the foregoing Sections of the Original Indenture. From and after the Effective Date, the Issuer shall have no obligation to comply with any of the covenants set forth in the deleted Sections, and no failure by the Issuer to comply with the terms of any such deleted Section (whether such failure occurs before, on, or after the Effective Date) shall constitute a Default or an Event of Default under the Indenture.

Section 2.02 — Deletion of Events of Default.

Effective as of the Effective Date, the following clauses of Section 6.01 of the Original Indenture (which sets forth the Events of Default under the Original Indenture) are hereby deleted in their entirety:

(a) Clause (c) — Failure to comply with covenants: The Event of Default triggered by the failure of the Issuer or any Restricted Subsidiary to comply with any of the covenants or agreements set forth in the Sections of the Original Indenture deleted under Section 2.01 hereof is hereby deleted, as the underlying covenants giving rise to such Event of Default have been eliminated.

(b) Clause (d) — Cross-default and cross-acceleration: The Event of Default triggered by a default under, or acceleration of, any other Indebtedness of the Issuer or any Restricted Subsidiary (including, without limitation, defaults under or acceleration of obligations arising under the First Lien Credit Agreement dated as of December 15, 2017, among the Issuer, the lenders from time to time party thereto, and Pinnacle National Bank, N.A., as administrative agent) is hereby deleted.

(c) Clause (e) — Judgment defaults: The Event of Default triggered by the entry of one or more final, non-appealable judgments against the Issuer or any Restricted Subsidiary in an aggregate amount in excess of specified thresholds is hereby deleted.

(d) Clause (f) — Certain defaults relating to guarantees: The Event of Default triggered by any guarantee of the Notes ceasing to be in full force and effect or being declared null and void is hereby deleted, as the underlying guarantee provisions have been eliminated pursuant to Section 2.06 hereof.

(e) Clause (g) — Defaults relating to the security documents and collateral: The Event of Default triggered by any security interest created by the Security Documents ceasing to constitute a valid and perfected security interest, or by any Security Document ceasing to be in full force and effect, is hereby deleted, as the underlying security and collateral provisions have been eliminated pursuant to Section 2.05 hereof.

(f) Clause (h) — Change of control triggering event: The Event of Default triggered by the failure of the Issuer to make a Change of Control Offer or to consummate a purchase of Notes tendered in connection therewith is hereby deleted, as the underlying Change of Control covenant has been eliminated pursuant to Section 2.01(k) hereof.

The following Events of Default set forth in Section 6.01 of the Original Indenture are hereby retained without modification and shall continue in full force and effect:

(i) Clause (a) — Failure to pay principal: The failure by the Issuer to pay any installment of principal of any Note when due (whether at stated maturity, upon required redemption, upon acceleration, or otherwise).

(ii) Clause (b) — Failure to pay interest: The failure by the Issuer to pay any installment of interest on any Note when due, and the continuance of such failure for a period of thirty (30) days after the date on which such payment was due.

(iii) Clause (i) — Bankruptcy, insolvency, or reorganization: The occurrence of certain events of bankruptcy, insolvency, receivership, or reorganization with respect to the Issuer, as more fully set forth in Section 6.01(i) of the Original Indenture.

For the avoidance of doubt, from and after the Effective Date, no event or circumstance relating to any deleted Event of Default (whether occurring before, on, or after the Effective Date) shall constitute a Default or an Event of Default under the Indenture, and neither the Trustee nor any Holder shall have any right to declare the principal of the Notes to be due and payable, or to exercise any other remedy, on the basis of any such deleted Event of Default.

Section 2.03 — Deletion of Reporting and Information Covenants.

Effective as of the Effective Date, the following Sections of the Original Indenture are hereby deleted in their entirety and replaced with the text "[Intentionally Deleted]":

(a) Section 4.15 (Annual Reports) — which formerly obligated the Issuer to furnish to the Trustee and to each Holder, within 120 days after the end of each fiscal year, audited consolidated financial statements of the Issuer for such fiscal year, prepared in accordance with generally accepted accounting principles;

(b) Section 4.16 (Quarterly Reports) — which formerly obligated the Issuer to furnish to the Trustee and to each Holder, within 60 days after the end of each of the first three fiscal quarters of each fiscal year, unaudited consolidated financial statements of the Issuer for such quarter, prepared in accordance with generally accepted accounting principles;

(c) Section 4.17 (Compliance Certificates) — which formerly obligated the Issuer to deliver to the Trustee an annual certificate signed by the principal executive officer, principal financial officer, or principal accounting officer of the Issuer, stating whether or not the Issuer was in compliance with all covenants under the Original Indenture;

(d) Section 4.18 (Notices of Default) — which formerly obligated the Issuer to deliver to the Trustee prompt written notice of the occurrence of any Default or Event of Default under the Original Indenture;

(e) Section 4.19 (SEC Reporting Covenant / Rule 144A Information) — which formerly obligated the Issuer to file with the Securities and Exchange Commission, to the extent permitted, and to furnish to the Trustee, all reports and other documents required to be filed under the Securities Exchange Act of 1934, as amended, and to make available to any Holder or prospective purchaser of Notes such information as may be required under Rule 144A(d)(4) under the Securities Act of 1933, as amended; and

(f) Section 4.20 (Provision of Financial Information to Holders and Prospective Purchasers) — which formerly obligated the Issuer to make available, upon request, to any Holder or bona fide prospective purchaser of the Notes, such financial and other information about the Issuer as would be required to be provided in connection with a private placement under Rule 144A.

As a result of the foregoing deletions, from and after the Effective Date, the Issuer shall have no obligation to provide any periodic financial reports, annual or quarterly financial statements, compliance certificates, notices of Default, or other information to Holders, prospective purchasers of Notes, or the Trustee. The Trustee shall have no duty or obligation to monitor the financial condition of the Issuer, to request any financial information from the Issuer, or to provide any financial information to Holders or any other Person.

Section 2.04 — Modification of Remaining Covenants.

Effective as of the Effective Date, the following Sections of the Original Indenture are hereby amended or retained as indicated below:

(a) Section 4.01 (Corporate Existence) — Section 4.01 of the Original Indenture is hereby amended and restated in its entirety as follows:

"Section 4.01. Corporate Existence. The Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence under the laws of the State of Delaware."

All provisions of the Original Indenture formerly requiring the Issuer to preserve or cause to be preserved the corporate existence and organizational standing of any Subsidiary of the Issuer are hereby deleted.

(b) Section 4.02 (Payment of Notes) — Section 4.02 of the Original Indenture is hereby retained without modification. The Issuer remains fully obligated to pay the principal of and interest (including any pay-in-kind interest) on the Notes when and as the same shall become due and payable, in accordance with the terms of the Notes and the Indenture.

(c) Section 4.21 (Maintenance of Office or Agency) — Section 4.21 of the Original Indenture is hereby amended and restated in its entirety as follows:

"Section 4.21. Maintenance of Office or Agency. The Issuer shall maintain an office or agency where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and the Indenture may be served. Such office or agency shall be located at the corporate trust office of the Trustee at 100 Wall Street, 15th Floor, New York, NY 10005, or at such other office or agency as the Issuer shall designate by written notice to the Trustee and the Holders."

All other covenants and agreements of the Issuer set forth in the Original Indenture that are not expressly deleted or amended by Sections 2.01, 2.03, or this Section 2.04 shall, to the extent they remain relevant and operative after giving effect to the Exit Consent Amendments, remain in full force and effect.

Section 2.05 — Deletion of Security and Collateral Provisions.

Effective as of the Effective Date:

(a) All references in the Original Indenture to the "Collateral," "Security Documents," "Second Lien Collateral Agent," "Collateral Agent," "Secured Parties," and the Issuer's obligations to maintain, preserve, protect, perfect, or grant security interests in any property or assets are hereby deleted in their entirety and shall be of no further force or effect.

(b) The second lien security interest in the assets and properties of the Issuer and its Subsidiaries that formerly secured the Notes and the other obligations of the Issuer under the Original Indenture is hereby released and discharged in full. The Trustee (acting in its capacity as second lien collateral agent) hereby confirms the release of all Liens on the Collateral securing the Notes, and the Issuer is authorized to file UCC-3 termination statements, lien releases, and such other instruments as may be necessary or appropriate to evidence the release of such Liens in all applicable filing offices.

(c) All definitions of "Collateral," "Security Documents," "Intercreditor Agreement," "Collateral Agent," and "Secured Parties" set forth in Article I of the Original Indenture are hereby deleted. All cross-references within the Original Indenture to any such deleted definitions or to any provisions of the Security Documents shall be deemed to be without force or effect.

(d) The release of the second lien security interest effected by this Section 2.05 is consistent with, and has been coordinated in connection with, the Amended and Restated Intercreditor Agreement dated as of November 10, 2023 (the "A&R Intercreditor Agreement"), among Belvedere Credit Opportunities Fund LP (in its capacity as super-priority agent), Pinnacle National Bank, N.A. (in its capacity as first lien agent), and the Issuer, which A&R Intercreditor Agreement addresses, among other things, the relative priorities and rights of the super-priority, first lien, and second lien creditors in connection with the restructuring transactions of which this First Supplemental Indenture forms a part.

Section 2.06 — Deletion of Guarantee Provisions.

Effective as of the Effective Date, all provisions of the Original Indenture relating to subsidiary guarantees of the Notes are hereby deleted in their entirety, including, without limitation, the definitions of "Guarantor," "Guarantee," and "Subsidiary Guarantee," and all obligations of any Subsidiary of the Issuer to guarantee the payment or performance of the Issuer's obligations under the Notes or the Original Indenture. Without limiting the generality of the foregoing, any guarantees of the Notes previously granted or required to be granted by Stonefield Logistics Holdings LLC, a Delaware limited liability company, Stonefield Freight Services LLC, a Texas limited liability company, Stonefield Last Mile Inc., a Delaware corporation, and Stonefield Warehousing LLC, a Delaware limited liability company (collectively, the "Former Guarantors"), are hereby unconditionally and irrevocably released and discharged, and no Former Guarantor shall have any further liability or obligation in respect of the Notes or the Indenture. Each of the Former Guarantors (to the extent it was a guarantor) is hereby released from all obligations under any Subsidiary Guarantee previously executed and delivered by it.

Section 2.07 — Deletion of Redemption and Repurchase Provisions.

Effective as of the Effective Date, all provisions of the Original Indenture relating to optional redemption of the Notes by the Issuer (including, without limitation, make-whole redemption provisions, equity clawback redemption provisions, and any other provisions permitting the Issuer to redeem Notes prior to stated maturity) and all provisions relating to mandatory offers to repurchase the Notes (including, without limitation, Change of Control offers and Asset Sale offers) are hereby deleted in their entirety and replaced with the text "[Intentionally Deleted]." From and after the Effective Date, the Notes shall not be redeemable at the option of the Issuer, and neither the Issuer nor any other Person shall be required to make any mandatory offer to repurchase the Notes for any reason.

Section 2.08 — Amendment to Defeasance Provisions.

Effective as of the Effective Date, Sections 8.02 (Legal Defeasance) and 8.03 (Covenant Defeasance) of the Original Indenture, together with all related provisions of Article VIII of the Original Indenture pertaining to the conditions, procedures, and effects of legal defeasance and covenant defeasance, are hereby deleted in their entirety and replaced with the text "[Intentionally Deleted]." The deletion of such provisions is appropriate given the deletion of substantially all covenants and Events of Default pursuant to Sections 2.01, 2.02, and 2.03 hereof, which renders the defeasance provisions moot. The provisions of Article VIII of the Original Indenture relating to satisfaction and discharge (Section 8.01) shall remain in effect to the extent applicable.

Section 2.09 — Conforming Amendments to Definitions.

Effective as of the Effective Date, the following defined terms set forth in Section 1.01 of the Original Indenture are hereby amended or deleted, as applicable, to conform to the Exit Consent Amendments set forth in this Article II:

(a) The following defined terms are hereby deleted in their entirety:

"Permitted Indebtedness" "Permitted Liens" "Restricted Payment" "Asset Sale" "Net Cash Proceeds" (as used in connection with Asset Sales) "Change of Control" "Change of Control Offer" "Change of Control Payment" "Consolidated Net Income" "Consolidated EBITDA" "Total Leverage Ratio" "Fixed Charge Coverage Ratio" "Consolidated Total Debt" "Consolidated Secured Debt" "Security Documents" "Collateral" "Collateral Agent" "Secured Parties" "Intercreditor Agreement" "Guarantor" "Guarantee" "Subsidiary Guarantee" "Unrestricted Subsidiary" "Restricted Subsidiary" (provided that any references in retained provisions of the Indenture to "Subsidiary" shall mean any entity of which the Issuer, directly or indirectly, owns more than 50% of the outstanding voting securities)

(b) Any other defined term set forth in Section 1.01 of the Original Indenture that is solely referenced by or solely relevant to a Section or provision of the Original Indenture that has been deleted pursuant to this Article II is hereby deemed deleted and of no further force or effect.

(c) All cross-references within the Original Indenture (including in the definitions section and elsewhere) to any Section, provision, or defined term that has been deleted pursuant to this Article II shall be deemed to be without force or effect, and no such cross-reference shall be interpreted or construed to impose any obligation on, or confer any right upon, any party to the Indenture.

ARTICLE III — EFFECTIVENESS

Section 3.01 — Effective Date.

This First Supplemental Indenture shall become effective upon the due execution and delivery hereof by each of the Issuer and the Trustee (the date of such execution and delivery, the "Effective Date"). The parties hereto acknowledge and confirm that the execution and delivery of this First Supplemental Indenture is occurring concurrently with, and is conditioned upon, the consummation of the exchange contemplated by the Exchange Agreement dated as of December 8, 2023. The Effective Date is December 8, 2023.

Section 3.02 — Conditions Precedent to Effectiveness.

The effectiveness of this First Supplemental Indenture is subject to the prior or concurrent satisfaction of each of the following conditions:

(a) Execution and Delivery. The Trustee shall have received this First Supplemental Indenture, duly executed and delivered by the Issuer.

(b) Evidence of Consents. The Trustee shall have received evidence satisfactory to it that valid and unrevoked consents to the Exit Consent Amendments have been obtained from Holders of not less than 66⅔% in aggregate principal amount of the outstanding Notes. As of the final consent deadline of November 3, 2023, consents were received from Holders of $134,500,000 in aggregate principal amount of Notes, constituting approximately 96.1% of the $140,000,000 in aggregate principal amount of outstanding Notes, which exceeds the required 66⅔% threshold.

(c) Officers' Certificate. The Trustee shall have received an Officers' Certificate from the Issuer, executed by Priya Sundaram, Chief Financial Officer of the Issuer, substantially in the form attached hereto as Exhibit A, certifying that (i) the execution and delivery of this First Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Issuer, (ii) all conditions precedent to the execution and delivery of this First Supplemental Indenture set forth in the Original Indenture have been satisfied, and (iii) the representations and warranties contained in such Officers' Certificate are true and correct in all material respects as of the Effective Date.

(d) Opinion of Counsel. The Trustee shall have received an Opinion of Counsel from Calderwood & Harkness LLP, counsel to the Issuer (signed by Nathaniel Bower, a partner of such firm), addressed to the Trustee, confirming that (i) this First Supplemental Indenture has been duly authorized, executed, and delivered by the Issuer, (ii) this First Supplemental Indenture constitutes a valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms (subject to customary enforceability exceptions), and (iii) the execution, delivery, and performance by the Issuer of this First Supplemental Indenture do not conflict with or result in a breach of any of the terms of the Issuer's certificate of incorporation or bylaws or any material agreement or instrument to which the Issuer is a party.

(e) Payment of Trustee Fees and Expenses. The Issuer shall have paid to the Trustee all accrued and unpaid fees and expenses of the Trustee incurred in connection with the negotiation, preparation, execution, and delivery of this First Supplemental Indenture and the related restructuring transactions, including reasonable fees and disbursements of counsel to the Trustee.

The Trustee hereby confirms that each of the foregoing conditions has been satisfied as of the Effective Date.

ARTICLE IV — EFFECT ON ORIGINAL INDENTURE AND NOTES

Section 4.01 — Original Indenture as Supplemented.

Except as expressly amended, supplemented, or otherwise modified by this First Supplemental Indenture, the Original Indenture shall remain in full force and effect and is hereby ratified and confirmed in all respects. The Original Indenture, as amended and supplemented by this First Supplemental Indenture, shall be read together and construed as a single instrument for all purposes. All references in the Original Indenture and in the Notes to the "Indenture" shall hereafter be deemed to refer to the Original Indenture as amended and supplemented by this First Supplemental Indenture.

Section 4.02 — Effect on Notes.

The Exit Consent Amendments set forth in Article II hereof shall be binding upon all Holders of the Notes, including, without limitation, Holders who did not deliver consents in connection with the Consent Solicitation or who affirmatively declined to consent. As of the final consent deadline, Holders of approximately $5,500,000 in aggregate principal amount of Notes (constituting approximately 3.9% of the $140,000,000 in aggregate principal amount of outstanding Notes) did not deliver consents. Such non-consenting Holders are bound by this First Supplemental Indenture pursuant to Section 9.02 of the Original Indenture, which provides that amendments approved by Holders of not less than 66⅔% in aggregate principal amount of the outstanding Notes are binding upon all Holders. The Notes shall continue to be outstanding in accordance with the terms and provisions of the Indenture as amended hereby, subject only to the retained obligations of the Issuer (including the obligation to pay principal of and interest on the Notes when due, to maintain its corporate existence under Delaware law, and to maintain an office or agency for the purposes set forth in Section 2.04(c) hereof).

Section 4.03 — No Impairment of Payment Rights.

Nothing contained in this First Supplemental Indenture shall impair or otherwise adversely affect the right of any Holder to receive payment of the principal of, or interest on, its Notes on or after the respective dates on which such payments are due and payable, solely in accordance with the terms of such Notes as in effect prior to the execution of this First Supplemental Indenture, or the right of any Holder to institute suit for the enforcement of any such payment on or after such respective dates. For the avoidance of doubt, the amendments set forth herein do not modify the principal amount of any Note, the stated maturity date of any Note, the interest rate applicable to any Note, or the dates on which payments of principal or interest are required to be made on the Notes.

Section 4.04 — References in Notes.

All Notes authenticated and delivered by the Trustee after the Effective Date in connection with any transfer, exchange, or replacement of outstanding Notes shall bear a notation or legend substantially in the form set forth in Exhibit B hereto, referencing this First Supplemental Indenture and the Exit Consent Amendments, or shall be issued in a form of Note that reflects the Exit Consent Amendments. The Trustee is hereby authorized and directed to authenticate and deliver Notes bearing such notation or legend, or in such modified form, without the need for any further action by the Issuer or the Holders.

ARTICLE V — TRUSTEE

Section 5.01 — Trustee Disclaimer.

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture, the Notes, or the recitals contained herein, all of which recitals are made solely by the Issuer. The Trustee makes no representation as to, and shall have no responsibility for, the validity, adequacy, or value of the consideration received or to be received by any Holder who consented to the Exit Consent Amendments, or the fairness, reasonableness, or adequacy of the Exchange Consideration or any other consideration provided to any Holder in connection with the Consent Solicitation or the transactions contemplated by the Exchange Agreement. The Trustee shall have no duty to investigate or inquire into the accuracy or completeness of any information set forth in the Consent Solicitation Statement.

Section 5.02 — Trustee's Rights and Protections.

Following the Effective Date, the Trustee shall be entitled to all of the rights, protections, immunities, and indemnities afforded to it under the Original Indenture (including, without limitation, Sections 7.01 through 7.08 thereof), which provisions are hereby incorporated by reference as though fully set forth herein. Without limiting the generality of the foregoing, the Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default under the Indenture unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Issuer or any Holder, specifying such Default or Event of Default and referring to the Indenture. In the absence of such written notice, the Trustee may conclusively assume that no Default or Event of Default has occurred and is continuing. The Trustee may rely, and shall be fully protected in relying, upon any certificate, opinion, notice, request, direction, consent, or other document or instrument believed by the Trustee in good faith to be genuine and to have been signed, presented, or delivered by the proper Person.

Section 5.03 — Trustee Fees and Expenses.

The Issuer hereby agrees to pay all reasonable fees and expenses of Continental Fiduciary Trust Company, in its capacity as Trustee, incurred in connection with the negotiation, preparation, review, execution, and delivery of this First Supplemental Indenture, including the reasonable fees and disbursements of counsel to the Trustee, which fees and expenses are included within the total filing, administrative, and trustee fees relating to the restructuring transactions of which this First Supplemental Indenture forms a part. The obligations of the Issuer under this Section 5.03 shall survive the termination of this First Supplemental Indenture and the resignation or removal of the Trustee.

Section 5.04 — Continuing Role.

Following the Effective Date, the duties, responsibilities, and obligations of the Trustee under the Indenture as amended by this First Supplemental Indenture shall be limited to the following:

(a) receiving and distributing payments of principal of and interest on the Notes in accordance with the terms of the Indenture and the Notes;

(b) maintaining the register of Holders in accordance with the Indenture;

(c) authenticating and delivering Notes in connection with transfers, exchanges, or replacements in accordance with the Indenture; and

(d) performing such other ministerial duties as may be expressly provided for in the Indenture as amended hereby.

For the avoidance of doubt, the Trustee is no longer acting as, and shall have no further duties, responsibilities, or obligations in the capacity of, second lien collateral agent under the Original Indenture, as all provisions of the Original Indenture relating to the Collateral, the Security Documents, and the role of the second lien collateral agent have been deleted and released pursuant to Section 2.05 hereof. The Trustee shall not be required to monitor or supervise the Issuer's compliance with the Indenture (as amended hereby) or to take any action with respect to any matter unless specifically directed to do so by Holders in accordance with the Indenture.

ARTICLE VI — MISCELLANEOUS

Section 6.01 — Governing Law.

This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of another jurisdiction; provided, however, that Section 5-1401 of the New York General Obligations Law shall apply. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of any federal or state court located in the Borough of Manhattan, City of New York, State of New York, in any action or proceeding arising out of or relating to this First Supplemental Indenture, and each of the parties hereto irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

Section 6.02 — Successors and Assigns.

All covenants, agreements, representations, and warranties in this First Supplemental Indenture by or on behalf of the Issuer or the Trustee shall bind and inure to the benefit of the respective successors and assigns of each such party, whether so expressed or not. Without limiting the generality of the foregoing, all obligations of the Issuer hereunder shall be binding upon any entity that succeeds to the Issuer by way of merger, consolidation, or otherwise, and all rights conferred upon the Holders shall inure to the benefit of the successors and assigns of such Holders.

Section 6.03 — Severability.

In the event that any provision of this First Supplemental Indenture is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby, and such remaining provisions shall continue in full force and effect. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.

Section 6.04 — Counterparts.

This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of which when taken together shall constitute one and the same instrument. The exchange of copies of this First Supplemental Indenture and of signature pages hereto by facsimile transmission or by electronic transmission in portable document format (PDF) shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 6.05 — Headings.

The headings of the Articles and Sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. Any table of contents that may accompany this First Supplemental Indenture is for convenience of reference only and shall not be considered in construing this First Supplemental Indenture.

Section 6.06 — Entire Agreement.

This First Supplemental Indenture, together with the Original Indenture (as amended and supplemented hereby), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, agreements, understandings, and commitments (whether written or oral) among the parties hereto relating to the Exit Consent Amendments and the other matters addressed herein. There are no restrictions, promises, representations, warranties, covenants, or undertakings other than those expressly set forth or referred to herein.

Section 6.07 — Notices.

All notices, requests, demands, and other communications under this First Supplemental Indenture shall be in writing and shall be deemed to have been duly given or made when delivered in person, when sent by registered or certified mail (postage prepaid, return receipt requested), when sent by nationally recognized overnight delivery service (charges prepaid), or when transmitted by facsimile or electronic mail (with confirmation of receipt), addressed as follows:

If to the Issuer:

Stonefield Logistics Group Inc. 4200 Commerce Street, Suite 1500 Dallas, TX 75201

Attention: Howard Kessler, General Counsel

Telephone: (214) 555-7800

Email: hkessler@stonefieldlogistics.com

with a copy (which shall not constitute notice) to:

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

Attention: Nathaniel Bower

Telephone: (212) 555-3400

Email: nbower@calderwoodharkness.com

If to the Trustee:

Continental Fiduciary Trust Company 100 Wall Street, 15th Floor New York, NY 10005

Attention: Corporate Trust Administration

Telephone: (212) 555-9100

Email: corptrust@continentalfiduciary.com

Any party hereto may change the address at which it receives notices hereunder by giving written notice of such change to the other party in the manner set forth above.

Section 6.08 — No Personal Liability.

No past, present, or future director, officer, employee, incorporator, member, manager, partner, stockholder, agent, or other representative of the Issuer (in each such person's individual capacity) shall have any personal liability in respect of the obligations of the Issuer under this First Supplemental Indenture, the Notes, or the Indenture, by reason of his or her status as such director, officer, employee, incorporator, member, manager, partner, stockholder, agent, or other representative. Each Holder of a Note, by accepting such Note, waives and releases all such personal liability. Such waiver and release are part of the consideration for the issuance of the Notes. This Section 6.08 shall survive the termination of this First Supplemental Indenture.

Section 6.09 — USA PATRIOT Act.

The Trustee hereby notifies the Issuer that, pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56, signed into law on October 26, 2001) (the "Patriot Act"), the Trustee is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The information the Trustee will request includes the name, address, tax identification number, and other information that will allow the Trustee to identify the Issuer in accordance with the Patriot Act. The Issuer agrees to provide such information upon reasonable request by the Trustee.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and delivered as of the date first above written.

STONEFIELD LOGISTICS GROUP INC., as Issuer

By: ________

Name: Marcus Delano

Title: Chief Executive Officer

Date: December 8, 2023

Address:

4200 Commerce Street, Suite 1500 Dallas, TX 75201

STONEFIELD LOGISTICS GROUP INC., as Issuer

By: ________

Name: Priya Sundaram

Title: Chief Financial Officer

Date: December 8, 2023

Address:

4200 Commerce Street, Suite 1500 Dallas, TX 75201

CONTINENTAL FIDUCIARY TRUST COMPANY, as Trustee

By: ________

Name: Victoria Chen

Title: Vice President, Authorized Signatory

Date: December 8, 2023

FIRST SUPPLEMENTAL INDENTURE
to the Indenture dated as of December 15, 2017
among
STONEFIELD LOGISTICS GROUP INC., a Delaware corporation, as Issuer,
and
CONTINENTAL FIDUCIARY TRUST COMPANY, a New York trust company, as Trustee
Relating to
11.50% Senior Secured Second Lien Notes due June 15, 2025
CUSIP: 861537 AA 2
Dated as of December 8, 2023
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental Indenture"), dated as of December 8, 2023, is entered into by and between STONEFIELD LOGISTICS GROUP INC., a corporation organized under the laws of the State of Delaware (the "Issuer"), and CONTINENTAL FIDUCIARY TRUST COMPANY, a trust company organized under the laws of the State of New York, as trustee (in such capacity, the "Trustee") and as second lien collateral agent under the Original Indenture (as defined below).
RECITALS
WHEREAS:
A. The Issuer and the Trustee are parties to that certain Indenture, dated as of December 15, 2017 (the "Original Indenture"), by and between Stonefield Logistics Group Inc., a corporation organized under the laws of the State of Delaware (the "Issuer"), and Continental Fiduciary Trust Company, a trust company organized under the laws of the State of New York (the "Trustee"), pursuant to which the Issuer issued its 11.50% Senior Secured Second Lien Notes due June 15, 2025 (the "Notes"), identified by CUSIP No. 861537 AA 2. As of the date hereof, $140,000,000 in aggregate principal amount of the Notes is outstanding, together with accrued and unpaid pay-in-kind interest in the amount of $8,100,000.
B. On October 6, 2023, the Issuer commenced a consent solicitation (the "Consent Solicitation") pursuant to a Consent Solicitation Statement dated October 6, 2023 (the "Consent Solicitation Statement"), pursuant to which the Issuer solicited consents from registered and beneficial holders of the Notes (the "Holders") to the amendments to the Original Indenture set forth herein (collectively, the "Exit Consent Amendments"). The Consent Solicitation provided for an early consent deadline of October 20, 2023 and a final consent deadline of November 3, 2023.
C. Section 9.02 of the Original Indenture provides that, with the consent of Holders of not less than 66⅔% in aggregate principal amount of the outstanding Notes (excluding Notes held by the Issuer or any of its Affiliates), the Issuer and the Trustee may amend or supplement the Original Indenture for the purpose of adding, changing, or eliminating any provision thereof, subject to the limitation that certain provisions constituting "Sacred Rights" (as defined in Section 9.02 of the Original Indenture) may not be amended without the consent of each Holder affected thereby. The Exit Consent Amendments do not modify any provision constituting a Sacred Right. As of the final consent deadline of November 3, 2023, the Issuer received valid and unrevoked consents from Holders of $134,500,000 in aggregate principal amount of Notes, constituting approximately 96.1% of the $140,000,000 in aggregate principal amount of outstanding Notes. Accordingly, the requisite consents (in excess of the 66⅔% threshold) have been duly obtained.
D. Concurrently with the execution and delivery of this First Supplemental Indenture, the Issuer and certain Holders who delivered consents in the Consent Solicitation are entering into that certain Exchange Agreement dated as of December 8, 2023 (the "Exchange Agreement"), pursuant to which consenting Holders will exchange their Notes for (i) shares of Series A Preferred Stock of the Issuer with an aggregate liquidation preference of $35,000,000 and a 10.00% pay-in-kind dividend rate and (ii) shares of common stock of the Issuer representing, in the aggregate, 47.5% of the pro forma common equity of the Issuer (on a fully diluted basis) as of the closing of the exchange (collectively, the "Exchange Consideration"). In connection with the exchange, the consenting Holders have agreed to waive all accrued and unpaid pay-in-kind interest of $8,100,000 on the Notes exchanged by such Holders. The Exit Consent Amendments set forth herein are being effectuated concurrently with the consummation of the exchange contemplated by the Exchange Agreement, and the effectiveness of this First Supplemental Indenture is a condition to the closing of the transactions contemplated by the Exchange Agreement.
E. The Board of Directors of the Issuer has duly authorized the execution, delivery, and performance by the Issuer of this First Supplemental Indenture and the transactions contemplated hereby, pursuant to resolutions duly adopted at a meeting of the Board of Directors held on December 11, 2023 (the "Board Resolutions"). The Issuer's principal executive offices are located at 4200 Commerce Street, Suite 1500, Dallas, TX 75201. The Issuer is incorporated in the State of Delaware under File No. 6341872 and has been assigned Employer Identification Number 83-2457109. The Issuer's registered agent for service of process in the State of Delaware is Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, DE 19801.
F. In connection with the execution and delivery of this First Supplemental Indenture, the Trustee has received (i) an Officers' Certificate from the Issuer pursuant to Section 12.04 of the Original Indenture, and (ii) an Opinion of Counsel pursuant to Section 12.05 of the Original Indenture, each satisfying the conditions precedent to the Trustee's execution and delivery of this First Supplemental Indenture as set forth in Section 9.02 of the Original Indenture. The Trustee is entering into this First Supplemental Indenture in its dual capacity as Trustee and as second lien collateral agent under the Original Indenture.
G. All acts and things necessary to make this First Supplemental Indenture a valid, binding, and legally enforceable instrument in accordance with its terms, and all conditions precedent and requirements set forth in the Original Indenture relating to the execution and delivery of supplemental indentures with the consent of Holders, have been duly done, performed, and satisfied.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth 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 — Definitions.
For all purposes of this First Supplemental Indenture, the following terms shall have the meanings specified below:
"Effective Date" has the meaning assigned to such term in Section 3.01 hereof.
"Exchange Agreement" means the Exchange Agreement dated as of December 8, 2023, among the Issuer and the exchanging Holders party thereto, as the same may be amended, supplemented, or otherwise modified from time to time.
"Exit Consent Amendments" means the amendments to the Original Indenture set forth in Article II of this First Supplemental Indenture.
"First Supplemental Indenture" means this First Supplemental Indenture dated as of December 8, 2023, between the Issuer and the Trustee.
"Holders" means the registered holders of the Notes from time to time, as reflected in the register maintained by the Trustee or any registrar appointed pursuant to the Indenture.
"Indenture" means the Original Indenture, as amended and supplemented by this First Supplemental Indenture and as may be further amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Notes" means the Issuer's 11.50% Senior Secured Second Lien Notes due June 15, 2025, issued pursuant to the Indenture, identified by CUSIP No. 861537 AA 2.
"Original Indenture" means the Indenture dated as of December 15, 2017, between the Issuer and the Trustee, as in effect immediately prior to the effectiveness of this First Supplemental Indenture.
All other capitalized terms used but not otherwise defined in this First Supplemental Indenture shall have the respective meanings ascribed to such terms in the Original Indenture, unless the context otherwise requires or unless such terms have been deleted or rendered inoperative pursuant to the Exit Consent Amendments set forth in Article II hereof.
Section 1.02 — Rules of Construction.
Unless the context otherwise requires:
(a) References herein to specific Articles, Sections, Exhibits, and other subdivisions are to the corresponding Articles, Sections, Exhibits, and other subdivisions of this First Supplemental Indenture unless otherwise indicated.
(b) References in this First Supplemental Indenture to specific Sections of the Original Indenture are to such Sections as they existed immediately prior to the effectiveness of this First Supplemental Indenture.
(c) The headings and captions used in this First Supplemental Indenture and the table of contents, if any, are inserted for convenience of reference only and shall not affect the meaning or interpretation of any provision hereof.
(d) Words importing the singular number include the plural number and vice versa, and words importing the masculine gender include the feminine and neuter genders.
(e) The words "herein," "hereof," "hereunder," and words of similar import refer to this First Supplemental Indenture as a whole and not to any particular provision hereof.
(f) The word "including" (and correlative words such as "include" and "includes") means including without limiting the generality of any description preceding or following such word and shall be deemed to be followed by the phrase "without limitation."
(g) References to any law, statute, rule, or regulation shall be deemed to include all amendments thereto, successor statutes and regulations, and all rules and regulations promulgated thereunder, unless the context otherwise requires.
(h) References to any agreement or instrument shall be deemed to include all amendments, supplements, restatements, and other modifications thereto, in each case to the extent permitted by the terms thereof and by the terms of this First Supplemental Indenture.
(i) A "business day" means any day other than a Saturday, Sunday, or a day on which banking institutions in New York, New York are authorized or required by law, regulation, or executive order to remain closed.
ARTICLE II — EXIT CONSENT AMENDMENTS
Section 2.01 — Deletion of Restrictive Covenants.
Effective as of the Effective Date, the following Sections of the Original Indenture are hereby deleted in their entirety and replaced with the text "[Intentionally Deleted]":
(a) Section 4.03 (Limitation on Incurrence of Additional Indebtedness) — which formerly restricted the ability of the Issuer and its Restricted Subsidiaries to incur, create, assume, or otherwise become liable for Indebtedness, subject to certain exceptions and baskets specified therein;
(b) Section 4.04 (Limitation on Restricted Payments) — which formerly restricted the ability of the Issuer and its Restricted Subsidiaries to declare or pay dividends, purchase or redeem equity interests, make investments, or make other restricted payments;
(c) Section 4.05 (Limitation on Asset Sales) — which formerly restricted the ability of the Issuer and its Restricted Subsidiaries to consummate Asset Sales and imposed requirements with respect to the application of Net Cash Proceeds therefrom;
(d) Section 4.06 (Limitation on Transactions with Affiliates) — which formerly restricted the ability of the Issuer and its Restricted Subsidiaries to enter into transactions with Affiliates, except in compliance with specified arm's-length requirements and approval procedures;
(e) Section 4.07 (Limitation on Liens) — which formerly restricted the ability of the Issuer and its Restricted Subsidiaries to create, incur, assume, or permit to exist any Lien on any of their assets or properties, subject to certain Permitted Liens;
(f) Section 4.08 (Limitation on Dividend and Other Payment Restrictions Affecting Subsidiaries) — which formerly restricted the ability of the Issuer to permit any Restricted Subsidiary to create or otherwise cause or suffer to exist any encumbrance or restriction on the ability of such Restricted Subsidiary to pay dividends, make loans, or transfer property to the Issuer;
(g) Section 4.09 (Limitation on Designation of Unrestricted Subsidiaries) — which formerly imposed conditions and limitations on the ability of the Issuer to designate any Subsidiary as an "Unrestricted Subsidiary" under the Original Indenture;
(h) Section 4.10 (Limitation on Sale-Leaseback Transactions) — which formerly restricted the ability of the Issuer and its Restricted Subsidiaries to enter into sale-leaseback transactions;
(i) Section 4.11 (Limitation on Merger, Consolidation, or Sale of All or Substantially All Assets) — which formerly restricted the ability of the Issuer to consolidate with or merge into another Person or to sell, transfer, or otherwise dispose of all or substantially all of its assets, and imposed successor obligor requirements and related covenants; provided, however, that the basic corporate existence covenant formerly contained in Section 4.11(a)(i) is not deleted but is instead retained in modified form as set forth in Section 2.04(a) of this First Supplemental Indenture;
(j) Section 4.12 (Limitation on Issuances of Guarantees by Subsidiaries) — which formerly required certain Subsidiaries of the Issuer to guarantee the Notes under specified circumstances; and
(k) Section 4.13 (Offer to Purchase upon Change of Control) — which formerly required the Issuer to make an offer to repurchase the Notes upon the occurrence of a Change of Control at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest.
(l) Section 4.14 (Offer to Purchase with Excess Asset Sale Proceeds) — which formerly required the Issuer to apply Net Cash Proceeds from Asset Sales in excess of specified thresholds to make an offer to repurchase the Notes at par.
The effect of the foregoing deletions is that substantially all restrictive covenants governing the Notes and the conduct of the Issuer's business are eliminated, thereby removing operational and financial constraints on the Issuer that would otherwise limit, among other things, the Issuer's ability to incur indebtedness, grant liens, make restricted payments or investments, sell or dispose of assets, enter into transactions with affiliates, engage in mergers or consolidations, or undertake any of the other activities formerly restricted by the foregoing Sections of the Original Indenture. From and after the Effective Date, the Issuer shall have no obligation to comply with any of the covenants set forth in the deleted Sections, and no failure by the Issuer to comply with the terms of any such deleted Section (whether such failure occurs before, on, or after the Effective Date) shall constitute a Default or an Event of Default under the Indenture.
Section 2.02 — Deletion of Events of Default.
Effective as of the Effective Date, the following clauses of Section 6.01 of the Original Indenture (which sets forth the Events of Default under the Original Indenture) are hereby deleted in their entirety:
(a) Clause (c) — Failure to comply with covenants: The Event of Default triggered by the failure of the Issuer or any Restricted Subsidiary to comply with any of the covenants or agreements set forth in the Sections of the Original Indenture deleted under Section 2.01 hereof is hereby deleted, as the underlying covenants giving rise to such Event of Default have been eliminated.
(b) Clause (d) — Cross-default and cross-acceleration: The Event of Default triggered by a default under, or acceleration of, any other Indebtedness of the Issuer or any Restricted Subsidiary (including, without limitation, defaults under or acceleration of obligations arising under the First Lien Credit Agreement dated as of December 15, 2017, among the Issuer, the lenders from time to time party thereto, and Pinnacle National Bank, N.A., as administrative agent) is hereby deleted.
(c) Clause (e) — Judgment defaults: The Event of Default triggered by the entry of one or more final, non-appealable judgments against the Issuer or any Restricted Subsidiary in an aggregate amount in excess of specified thresholds is hereby deleted.
(d) Clause (f) — Certain defaults relating to guarantees: The Event of Default triggered by any guarantee of the Notes ceasing to be in full force and effect or being declared null and void is hereby deleted, as the underlying guarantee provisions have been eliminated pursuant to Section 2.06 hereof.
(e) Clause (g) — Defaults relating to the security documents and collateral: The Event of Default triggered by any security interest created by the Security Documents ceasing to constitute a valid and perfected security interest, or by any Security Document ceasing to be in full force and effect, is hereby deleted, as the underlying security and collateral provisions have been eliminated pursuant to Section 2.05 hereof.
(f) Clause (h) — Change of control triggering event: The Event of Default triggered by the failure of the Issuer to make a Change of Control Offer or to consummate a purchase of Notes tendered in connection therewith is hereby deleted, as the underlying Change of Control covenant has been eliminated pursuant to Section 2.01(k) hereof.
The following Events of Default set forth in Section 6.01 of the Original Indenture are hereby retained without modification and shall continue in full force and effect:
(i) Clause (a) — Failure to pay principal: The failure by the Issuer to pay any installment of principal of any Note when due (whether at stated maturity, upon required redemption, upon acceleration, or otherwise).
(ii) Clause (b) — Failure to pay interest: The failure by the Issuer to pay any installment of interest on any Note when due, and the continuance of such failure for a period of thirty (30) days after the date on which such payment was due.
(iii) Clause (i) — Bankruptcy, insolvency, or reorganization: The occurrence of certain events of bankruptcy, insolvency, receivership, or reorganization with respect to the Issuer, as more fully set forth in Section 6.01(i) of the Original Indenture.
For the avoidance of doubt, from and after the Effective Date, no event or circumstance relating to any deleted Event of Default (whether occurring before, on, or after the Effective Date) shall constitute a Default or an Event of Default under the Indenture, and neither the Trustee nor any Holder shall have any right to declare the principal of the Notes to be due and payable, or to exercise any other remedy, on the basis of any such deleted Event of Default.
Section 2.03 — Deletion of Reporting and Information Covenants.
Effective as of the Effective Date, the following Sections of the Original Indenture are hereby deleted in their entirety and replaced with the text "[Intentionally Deleted]":
(a) Section 4.15 (Annual Reports) — which formerly obligated the Issuer to furnish to the Trustee and to each Holder, within 120 days after the end of each fiscal year, audited consolidated financial statements of the Issuer for such fiscal year, prepared in accordance with generally accepted accounting principles;
(b) Section 4.16 (Quarterly Reports) — which formerly obligated the Issuer to furnish to the Trustee and to each Holder, within 60 days after the end of each of the first three fiscal quarters of each fiscal year, unaudited consolidated financial statements of the Issuer for such quarter, prepared in accordance with generally accepted accounting principles;
(c) Section 4.17 (Compliance Certificates) — which formerly obligated the Issuer to deliver to the Trustee an annual certificate signed by the principal executive officer, principal financial officer, or principal accounting officer of the Issuer, stating whether or not the Issuer was in compliance with all covenants under the Original Indenture;
(d) Section 4.18 (Notices of Default) — which formerly obligated the Issuer to deliver to the Trustee prompt written notice of the occurrence of any Default or Event of Default under the Original Indenture;
(e) Section 4.19 (SEC Reporting Covenant / Rule 144A Information) — which formerly obligated the Issuer to file with the Securities and Exchange Commission, to the extent permitted, and to furnish to the Trustee, all reports and other documents required to be filed under the Securities Exchange Act of 1934, as amended, and to make available to any Holder or prospective purchaser of Notes such information as may be required under Rule 144A(d)(4) under the Securities Act of 1933, as amended; and
(f) Section 4.20 (Provision of Financial Information to Holders and Prospective Purchasers) — which formerly obligated the Issuer to make available, upon request, to any Holder or bona fide prospective purchaser of the Notes, such financial and other information about the Issuer as would be required to be provided in connection with a private placement under Rule 144A.
As a result of the foregoing deletions, from and after the Effective Date, the Issuer shall have no obligation to provide any periodic financial reports, annual or quarterly financial statements, compliance certificates, notices of Default, or other information to Holders, prospective purchasers of Notes, or the Trustee. The Trustee shall have no duty or obligation to monitor the financial condition of the Issuer, to request any financial information from the Issuer, or to provide any financial information to Holders or any other Person.
Section 2.04 — Modification of Remaining Covenants.
Effective as of the Effective Date, the following Sections of the Original Indenture are hereby amended or retained as indicated below:
(a) Section 4.01 (Corporate Existence) — Section 4.01 of the Original Indenture is hereby amended and restated in its entirety as follows:
"Section 4.01. Corporate Existence. The Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence under the laws of the State of Delaware."
All provisions of the Original Indenture formerly requiring the Issuer to preserve or cause to be preserved the corporate existence and organizational standing of any Subsidiary of the Issuer are hereby deleted.
(b) Section 4.02 (Payment of Notes) — Section 4.02 of the Original Indenture is hereby retained without modification. The Issuer remains fully obligated to pay the principal of and interest (including any pay-in-kind interest) on the Notes when and as the same shall become due and payable, in accordance with the terms of the Notes and the Indenture.
(c) Section 4.21 (Maintenance of Office or Agency) — Section 4.21 of the Original Indenture is hereby amended and restated in its entirety as follows:
"Section 4.21. Maintenance of Office or Agency. The Issuer shall maintain an office or agency where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and the Indenture may be served. Such office or agency shall be located at the corporate trust office of the Trustee at 100 Wall Street, 15th Floor, New York, NY 10005, or at such other office or agency as the Issuer shall designate by written notice to the Trustee and the Holders."
All other covenants and agreements of the Issuer set forth in the Original Indenture that are not expressly deleted or amended by Sections 2.01, 2.03, or this Section 2.04 shall, to the extent they remain relevant and operative after giving effect to the Exit Consent Amendments, remain in full force and effect.
Section 2.05 — Deletion of Security and Collateral Provisions.
Effective as of the Effective Date:
(a) All references in the Original Indenture to the "Collateral," "Security Documents," "Second Lien Collateral Agent," "Collateral Agent," "Secured Parties," and the Issuer's obligations to maintain, preserve, protect, perfect, or grant security interests in any property or assets are hereby deleted in their entirety and shall be of no further force or effect.
(b) The second lien security interest in the assets and properties of the Issuer and its Subsidiaries that formerly secured the Notes and the other obligations of the Issuer under the Original Indenture is hereby released and discharged in full. The Trustee (acting in its capacity as second lien collateral agent) hereby confirms the release of all Liens on the Collateral securing the Notes, and the Issuer is authorized to file UCC-3 termination statements, lien releases, and such other instruments as may be necessary or appropriate to evidence the release of such Liens in all applicable filing offices.
(c) All definitions of "Collateral," "Security Documents," "Intercreditor Agreement," "Collateral Agent," and "Secured Parties" set forth in Article I of the Original Indenture are hereby deleted. All cross-references within the Original Indenture to any such deleted definitions or to any provisions of the Security Documents shall be deemed to be without force or effect.
(d) The release of the second lien security interest effected by this Section 2.05 is consistent with, and has been coordinated in connection with, the Amended and Restated Intercreditor Agreement dated as of November 10, 2023 (the "A&R Intercreditor Agreement"), among Belvedere Credit Opportunities Fund LP (in its capacity as super-priority agent), Pinnacle National Bank, N.A. (in its capacity as first lien agent), and the Issuer, which A&R Intercreditor Agreement addresses, among other things, the relative priorities and rights of the super-priority, first lien, and second lien creditors in connection with the restructuring transactions of which this First Supplemental Indenture forms a part.
Section 2.06 — Deletion of Guarantee Provisions.
Effective as of the Effective Date, all provisions of the Original Indenture relating to subsidiary guarantees of the Notes are hereby deleted in their entirety, including, without limitation, the definitions of "Guarantor," "Guarantee," and "Subsidiary Guarantee," and all obligations of any Subsidiary of the Issuer to guarantee the payment or performance of the Issuer's obligations under the Notes or the Original Indenture. Without limiting the generality of the foregoing, any guarantees of the Notes previously granted or required to be granted by Stonefield Logistics Holdings LLC, a Delaware limited liability company, Stonefield Freight Services LLC, a Texas limited liability company, Stonefield Last Mile Inc., a Delaware corporation, and Stonefield Warehousing LLC, a Delaware limited liability company (collectively, the "Former Guarantors"), are hereby unconditionally and irrevocably released and discharged, and no Former Guarantor shall have any further liability or obligation in respect of the Notes or the Indenture. Each of the Former Guarantors (to the extent it was a guarantor) is hereby released from all obligations under any Subsidiary Guarantee previously executed and delivered by it.
Section 2.07 — Deletion of Redemption and Repurchase Provisions.
Effective as of the Effective Date, all provisions of the Original Indenture relating to optional redemption of the Notes by the Issuer (including, without limitation, make-whole redemption provisions, equity clawback redemption provisions, and any other provisions permitting the Issuer to redeem Notes prior to stated maturity) and all provisions relating to mandatory offers to repurchase the Notes (including, without limitation, Change of Control offers and Asset Sale offers) are hereby deleted in their entirety and replaced with the text "[Intentionally Deleted]." From and after the Effective Date, the Notes shall not be redeemable at the option of the Issuer, and neither the Issuer nor any other Person shall be required to make any mandatory offer to repurchase the Notes for any reason.
Section 2.08 — Amendment to Defeasance Provisions.
Effective as of the Effective Date, Sections 8.02 (Legal Defeasance) and 8.03 (Covenant Defeasance) of the Original Indenture, together with all related provisions of Article VIII of the Original Indenture pertaining to the conditions, procedures, and effects of legal defeasance and covenant defeasance, are hereby deleted in their entirety and replaced with the text "[Intentionally Deleted]." The deletion of such provisions is appropriate given the deletion of substantially all covenants and Events of Default pursuant to Sections 2.01, 2.02, and 2.03 hereof, which renders the defeasance provisions moot. The provisions of Article VIII of the Original Indenture relating to satisfaction and discharge (Section 8.01) shall remain in effect to the extent applicable.
Section 2.09 — Conforming Amendments to Definitions.
Effective as of the Effective Date, the following defined terms set forth in Section 1.01 of the Original Indenture are hereby amended or deleted, as applicable, to conform to the Exit Consent Amendments set forth in this Article II:
(a) The following defined terms are hereby deleted in their entirety:
"Permitted Indebtedness" "Permitted Liens" "Restricted Payment" "Asset Sale" "Net Cash Proceeds" (as used in connection with Asset Sales) "Change of Control" "Change of Control Offer" "Change of Control Payment" "Consolidated Net Income" "Consolidated EBITDA" "Total Leverage Ratio" "Fixed Charge Coverage Ratio" "Consolidated Total Debt" "Consolidated Secured Debt" "Security Documents" "Collateral" "Collateral Agent" "Secured Parties" "Intercreditor Agreement" "Guarantor" "Guarantee" "Subsidiary Guarantee" "Unrestricted Subsidiary" "Restricted Subsidiary" (provided that any references in retained provisions of the Indenture to "Subsidiary" shall mean any entity of which the Issuer, directly or indirectly, owns more than 50% of the outstanding voting securities)
(b) Any other defined term set forth in Section 1.01 of the Original Indenture that is solely referenced by or solely relevant to a Section or provision of the Original Indenture that has been deleted pursuant to this Article II is hereby deemed deleted and of no further force or effect.
(c) All cross-references within the Original Indenture (including in the definitions section and elsewhere) to any Section, provision, or defined term that has been deleted pursuant to this Article II shall be deemed to be without force or effect, and no such cross-reference shall be interpreted or construed to impose any obligation on, or confer any right upon, any party to the Indenture.
ARTICLE III — EFFECTIVENESS
Section 3.01 — Effective Date.
This First Supplemental Indenture shall become effective upon the due execution and delivery hereof by each of the Issuer and the Trustee (the date of such execution and delivery, the "Effective Date"). The parties hereto acknowledge and confirm that the execution and delivery of this First Supplemental Indenture is occurring concurrently with, and is conditioned upon, the consummation of the exchange contemplated by the Exchange Agreement dated as of December 8, 2023. The Effective Date is December 8, 2023.
Section 3.02 — Conditions Precedent to Effectiveness.
The effectiveness of this First Supplemental Indenture is subject to the prior or concurrent satisfaction of each of the following conditions:
(a) Execution and Delivery. The Trustee shall have received this First Supplemental Indenture, duly executed and delivered by the Issuer.
(b) Evidence of Consents. The Trustee shall have received evidence satisfactory to it that valid and unrevoked consents to the Exit Consent Amendments have been obtained from Holders of not less than 66⅔% in aggregate principal amount of the outstanding Notes. As of the final consent deadline of November 3, 2023, consents were received from Holders of $134,500,000 in aggregate principal amount of Notes, constituting approximately 96.1% of the $140,000,000 in aggregate principal amount of outstanding Notes, which exceeds the required 66⅔% threshold.
(c) Officers' Certificate. The Trustee shall have received an Officers' Certificate from the Issuer, executed by Priya Sundaram, Chief Financial Officer of the Issuer, substantially in the form attached hereto as Exhibit A, certifying that (i) the execution and delivery of this First Supplemental Indenture has been duly authorized by all necessary corporate action on the part of the Issuer, (ii) all conditions precedent to the execution and delivery of this First Supplemental Indenture set forth in the Original Indenture have been satisfied, and (iii) the representations and warranties contained in such Officers' Certificate are true and correct in all material respects as of the Effective Date.
(d) Opinion of Counsel. The Trustee shall have received an Opinion of Counsel from Calderwood & Harkness LLP, counsel to the Issuer (signed by Nathaniel Bower, a partner of such firm), addressed to the Trustee, confirming that (i) this First Supplemental Indenture has been duly authorized, executed, and delivered by the Issuer, (ii) this First Supplemental Indenture constitutes a valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms (subject to customary enforceability exceptions), and (iii) the execution, delivery, and performance by the Issuer of this First Supplemental Indenture do not conflict with or result in a breach of any of the terms of the Issuer's certificate of incorporation or bylaws or any material agreement or instrument to which the Issuer is a party.
(e) Payment of Trustee Fees and Expenses. The Issuer shall have paid to the Trustee all accrued and unpaid fees and expenses of the Trustee incurred in connection with the negotiation, preparation, execution, and delivery of this First Supplemental Indenture and the related restructuring transactions, including reasonable fees and disbursements of counsel to the Trustee.
The Trustee hereby confirms that each of the foregoing conditions has been satisfied as of the Effective Date.
ARTICLE IV — EFFECT ON ORIGINAL INDENTURE AND NOTES
Section 4.01 — Original Indenture as Supplemented.
Except as expressly amended, supplemented, or otherwise modified by this First Supplemental Indenture, the Original Indenture shall remain in full force and effect and is hereby ratified and confirmed in all respects. The Original Indenture, as amended and supplemented by this First Supplemental Indenture, shall be read together and construed as a single instrument for all purposes. All references in the Original Indenture and in the Notes to the "Indenture" shall hereafter be deemed to refer to the Original Indenture as amended and supplemented by this First Supplemental Indenture.
Section 4.02 — Effect on Notes.
The Exit Consent Amendments set forth in Article II hereof shall be binding upon all Holders of the Notes, including, without limitation, Holders who did not deliver consents in connection with the Consent Solicitation or who affirmatively declined to consent. As of the final consent deadline, Holders of approximately $5,500,000 in aggregate principal amount of Notes (constituting approximately 3.9% of the $140,000,000 in aggregate principal amount of outstanding Notes) did not deliver consents. Such non-consenting Holders are bound by this First Supplemental Indenture pursuant to Section 9.02 of the Original Indenture, which provides that amendments approved by Holders of not less than 66⅔% in aggregate principal amount of the outstanding Notes are binding upon all Holders. The Notes shall continue to be outstanding in accordance with the terms and provisions of the Indenture as amended hereby, subject only to the retained obligations of the Issuer (including the obligation to pay principal of and interest on the Notes when due, to maintain its corporate existence under Delaware law, and to maintain an office or agency for the purposes set forth in Section 2.04(c) hereof).
Section 4.03 — No Impairment of Payment Rights.
Nothing contained in this First Supplemental Indenture shall impair or otherwise adversely affect the right of any Holder to receive payment of the principal of, or interest on, its Notes on or after the respective dates on which such payments are due and payable, solely in accordance with the terms of such Notes as in effect prior to the execution of this First Supplemental Indenture, or the right of any Holder to institute suit for the enforcement of any such payment on or after such respective dates. For the avoidance of doubt, the amendments set forth herein do not modify the principal amount of any Note, the stated maturity date of any Note, the interest rate applicable to any Note, or the dates on which payments of principal or interest are required to be made on the Notes.
Section 4.04 — References in Notes.
All Notes authenticated and delivered by the Trustee after the Effective Date in connection with any transfer, exchange, or replacement of outstanding Notes shall bear a notation or legend substantially in the form set forth in Exhibit B hereto, referencing this First Supplemental Indenture and the Exit Consent Amendments, or shall be issued in a form of Note that reflects the Exit Consent Amendments. The Trustee is hereby authorized and directed to authenticate and deliver Notes bearing such notation or legend, or in such modified form, without the need for any further action by the Issuer or the Holders.
ARTICLE V — TRUSTEE
Section 5.01 — Trustee Disclaimer.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture, the Notes, or the recitals contained herein, all of which recitals are made solely by the Issuer. The Trustee makes no representation as to, and shall have no responsibility for, the validity, adequacy, or value of the consideration received or to be received by any Holder who consented to the Exit Consent Amendments, or the fairness, reasonableness, or adequacy of the Exchange Consideration or any other consideration provided to any Holder in connection with the Consent Solicitation or the transactions contemplated by the Exchange Agreement. The Trustee shall have no duty to investigate or inquire into the accuracy or completeness of any information set forth in the Consent Solicitation Statement.
Section 5.02 — Trustee's Rights and Protections.
Following the Effective Date, the Trustee shall be entitled to all of the rights, protections, immunities, and indemnities afforded to it under the Original Indenture (including, without limitation, Sections 7.01 through 7.08 thereof), which provisions are hereby incorporated by reference as though fully set forth herein. Without limiting the generality of the foregoing, the Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default under the Indenture unless and until a Responsible Officer of the Trustee shall have received written notice thereof from the Issuer or any Holder, specifying such Default or Event of Default and referring to the Indenture. In the absence of such written notice, the Trustee may conclusively assume that no Default or Event of Default has occurred and is continuing. The Trustee may rely, and shall be fully protected in relying, upon any certificate, opinion, notice, request, direction, consent, or other document or instrument believed by the Trustee in good faith to be genuine and to have been signed, presented, or delivered by the proper Person.
Section 5.03 — Trustee Fees and Expenses.
The Issuer hereby agrees to pay all reasonable fees and expenses of Continental Fiduciary Trust Company, in its capacity as Trustee, incurred in connection with the negotiation, preparation, review, execution, and delivery of this First Supplemental Indenture, including the reasonable fees and disbursements of counsel to the Trustee, which fees and expenses are included within the total filing, administrative, and trustee fees relating to the restructuring transactions of which this First Supplemental Indenture forms a part. The obligations of the Issuer under this Section 5.03 shall survive the termination of this First Supplemental Indenture and the resignation or removal of the Trustee.
Section 5.04 — Continuing Role.
Following the Effective Date, the duties, responsibilities, and obligations of the Trustee under the Indenture as amended by this First Supplemental Indenture shall be limited to the following:
(a) receiving and distributing payments of principal of and interest on the Notes in accordance with the terms of the Indenture and the Notes;
(b) maintaining the register of Holders in accordance with the Indenture;
(c) authenticating and delivering Notes in connection with transfers, exchanges, or replacements in accordance with the Indenture; and
(d) performing such other ministerial duties as may be expressly provided for in the Indenture as amended hereby.
For the avoidance of doubt, the Trustee is no longer acting as, and shall have no further duties, responsibilities, or obligations in the capacity of, second lien collateral agent under the Original Indenture, as all provisions of the Original Indenture relating to the Collateral, the Security Documents, and the role of the second lien collateral agent have been deleted and released pursuant to Section 2.05 hereof. The Trustee shall not be required to monitor or supervise the Issuer's compliance with the Indenture (as amended hereby) or to take any action with respect to any matter unless specifically directed to do so by Holders in accordance with the Indenture.
ARTICLE VI — MISCELLANEOUS
Section 6.01 — Governing Law.
This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of another jurisdiction; provided, however, that Section 5-1401 of the New York General Obligations Law shall apply. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of any federal or state court located in the Borough of Manhattan, City of New York, State of New York, in any action or proceeding arising out of or relating to this First Supplemental Indenture, and each of the parties hereto irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court and any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
Section 6.02 — Successors and Assigns.
All covenants, agreements, representations, and warranties in this First Supplemental Indenture by or on behalf of the Issuer or the Trustee shall bind and inure to the benefit of the respective successors and assigns of each such party, whether so expressed or not. Without limiting the generality of the foregoing, all obligations of the Issuer hereunder shall be binding upon any entity that succeeds to the Issuer by way of merger, consolidation, or otherwise, and all rights conferred upon the Holders shall inure to the benefit of the successors and assigns of such Holders.
Section 6.03 — Severability.
In the event that any provision of this First Supplemental Indenture is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby, and such remaining provisions shall continue in full force and effect. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.
Section 6.04 — Counterparts.
This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and all of which when taken together shall constitute one and the same instrument. The exchange of copies of this First Supplemental Indenture and of signature pages hereto by facsimile transmission or by electronic transmission in portable document format (PDF) shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
Section 6.05 — Headings.
The headings of the Articles and Sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof. Any table of contents that may accompany this First Supplemental Indenture is for convenience of reference only and shall not be considered in construing this First Supplemental Indenture.
Section 6.06 — Entire Agreement.
This First Supplemental Indenture, together with the Original Indenture (as amended and supplemented hereby), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, agreements, understandings, and commitments (whether written or oral) among the parties hereto relating to the Exit Consent Amendments and the other matters addressed herein. There are no restrictions, promises, representations, warranties, covenants, or undertakings other than those expressly set forth or referred to herein.
Section 6.07 — Notices.
All notices, requests, demands, and other communications under this First Supplemental Indenture shall be in writing and shall be deemed to have been duly given or made when delivered in person, when sent by registered or certified mail (postage prepaid, return receipt requested), when sent by nationally recognized overnight delivery service (charges prepaid), or when transmitted by facsimile or electronic mail (with confirmation of receipt), addressed as follows:
If to the Issuer:
Stonefield Logistics Group Inc. 4200 Commerce Street, Suite 1500 Dallas, TX 75201
Attention: Howard Kessler, General Counsel
Telephone: (214) 555-7800
Email: hkessler@stonefieldlogistics.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Attention: Nathaniel Bower
Telephone: (212) 555-3400
Email: nbower@calderwoodharkness.com
If to the Trustee:
Continental Fiduciary Trust Company 100 Wall Street, 15th Floor New York, NY 10005
Attention: Corporate Trust Administration
Telephone: (212) 555-9100
Email: corptrust@continentalfiduciary.com
Any party hereto may change the address at which it receives notices hereunder by giving written notice of such change to the other party in the manner set forth above.
Section 6.08 — No Personal Liability.
No past, present, or future director, officer, employee, incorporator, member, manager, partner, stockholder, agent, or other representative of the Issuer (in each such person's individual capacity) shall have any personal liability in respect of the obligations of the Issuer under this First Supplemental Indenture, the Notes, or the Indenture, by reason of his or her status as such director, officer, employee, incorporator, member, manager, partner, stockholder, agent, or other representative. Each Holder of a Note, by accepting such Note, waives and releases all such personal liability. Such waiver and release are part of the consideration for the issuance of the Notes. This Section 6.08 shall survive the termination of this First Supplemental Indenture.
Section 6.09 — USA PATRIOT Act.
The Trustee hereby notifies the Issuer that, pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56, signed into law on October 26, 2001) (the "Patriot Act"), the Trustee is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The information the Trustee will request includes the name, address, tax identification number, and other information that will allow the Trustee to identify the Issuer in accordance with the Patriot Act. The Issuer agrees to provide such information upon reasonable request by the Trustee.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and delivered as of the date first above written.
STONEFIELD LOGISTICS GROUP INC., as Issuer
By: ________
Name: Marcus Delano
Title: Chief Executive Officer
Date: December 8, 2023
Address:
4200 Commerce Street, Suite 1500 Dallas, TX 75201
STONEFIELD LOGISTICS GROUP INC., as Issuer
By: ________
Name: Priya Sundaram
Title: Chief Financial Officer
Date: December 8, 2023
Address:
4200 Commerce Street, Suite 1500 Dallas, TX 75201
CONTINENTAL FIDUCIARY TRUST COMPANY, as Trustee
By: ________
Name: Victoria Chen
Title: Vice President, Authorized Signatory
Date: December 8, 2023
Address:
100 Wall Street, 15th Floor New York, NY 10005
EXHIBIT A
FORM OF OFFICERS' CERTIFICATE
OFFICERS' CERTIFICATE
Pursuant to Sections 9.02 and 12.04 of the Indenture dated as of December 15, 2017 (the "Original Indenture"), between Stonefield Logistics Group Inc. (the "Issuer") and Continental Fiduciary Trust Company (the "Trustee"), the undersigned, Priya Sundaram, Chief Financial Officer of the Issuer, hereby certifies as follows in connection with the First Supplemental Indenture dated as of December 8, 2023 (the "First Supplemental Indenture"), between the Issuer and the Trustee:
1.  Requisite Consents. As of the final consent deadline of November 3, 2023, valid and unrevoked consents to the Exit Consent Amendments (as defined in the First Supplemental Indenture) were received from Holders of not less than 66⅔% in aggregate principal amount of the outstanding 11.50% Senior Secured Second Lien Notes due June 15, 2025 (CUSIP 861537 AA 2) (the "Notes"). Specifically, consents were received from Holders of $134,500,000 in aggregate principal amount of Notes, constituting approximately 96.1% of the $140,000,000 in aggregate principal amount of Notes outstanding as of such date. The requisite threshold of 66⅔% required under Section 9.02 of the Original Indenture has been satisfied.
2.  Board Authorization. The Board of Directors of the Issuer has duly authorized the execution, delivery, and performance by the Issuer of the First Supplemental Indenture and the transactions contemplated thereby, pursuant to resolutions duly adopted at a meeting of the Board of Directors held on December 11, 2023 (the "Board Resolutions"). A true and correct copy of the Board Resolutions is attached hereto and has been certified by the Secretary of the Issuer.
3.  Conditions Precedent. All conditions precedent under the Original Indenture to the execution and delivery by the Issuer and the Trustee of the First Supplemental Indenture have been satisfied, including, without limitation, the conditions set forth in Section 9.02 of the Original Indenture.
4.  Compliance with Indenture. The execution and delivery of the First Supplemental Indenture comply with all applicable provisions of the Original Indenture, including, without limitation, the provisions of Article IX thereof relating to supplemental indentures with the consent of Holders. The Exit Consent Amendments do not modify any provision constituting a "Sacred Right" as defined in Section 9.02 of the Original Indenture.
5.  Officer Status. The undersigned is a duly elected and acting officer of the Issuer with the authority to execute and deliver this Officers' Certificate on behalf of the Issuer.
The undersigned has carefully reviewed the terms of the First Supplemental Indenture, has made such examination and investigation as is necessary to enable the undersigned to express an informed view as to whether the conditions precedent referred to above have been complied with, and in the opinion of the undersigned, such conditions precedent have been complied with.
IN WITNESS WHEREOF, the undersigned has executed this Officers' Certificate as of December 8, 2023.
STONEFIELD LOGISTICS GROUP INC.
By: ________
Name: Priya Sundaram
Title: Chief Financial Officer
Date: December 8, 2023
EXHIBIT B
FORM OF NOTATION ON NOTES
The following notation (or a legend substantially to the following effect) shall be placed on any Note presented for transfer, exchange, or replacement following the Effective Date (as defined in the First Supplemental Indenture dated as of December 8, 2023):
NOTATION REGARDING FIRST SUPPLEMENTAL INDENTURE
This Note is subject to the terms and provisions of that certain First Supplemental Indenture dated as of December 8, 2023 (the "First Supplemental Indenture"), between Stonefield Logistics Group Inc. and Continental Fiduciary Trust Company, as Trustee, which supplements and amends the Indenture dated as of December 15, 2017 (the "Original Indenture") governing this Note. Pursuant to the First Supplemental Indenture, which was executed and delivered in connection with exit consent amendments approved by Holders of approximately 96.1% of the aggregate principal amount of the outstanding Notes:
(a) Substantially all restrictive covenants contained in the Original Indenture (including, without limitation, limitations on indebtedness, restricted payments, asset sales, transactions with affiliates, liens, dividend restrictions, designation of unrestricted subsidiaries, sale-leaseback transactions, mergers and consolidations, and issuance of subsidiary guarantees, as well as change of control and excess asset sale repurchase obligations) have been deleted in their entirety;
(b) Substantially all Events of Default contained in the Original Indenture (other than failure to pay principal when due, failure to pay interest when due for thirty (30) days, and events of bankruptcy, insolvency, or reorganization of the Issuer) have been deleted in their entirety;
(c) All reporting and information covenants contained in the Original Indenture (including obligations to furnish annual and quarterly financial statements, compliance certificates, notices of default, and Rule 144A information) have been deleted in their entirety;
(d) All security and collateral provisions contained in the Original Indenture, including the second lien on the Issuer's assets, have been deleted and all security interests have been released;
(e) All subsidiary guarantee provisions contained in the Original Indenture have been deleted and all guarantees have been released; and
(f) All optional redemption and mandatory repurchase provisions contained in the Original Indenture have been deleted in their entirety.
A copy of the First Supplemental Indenture is on file and available for inspection at the corporate trust office of the Trustee at 100 Wall Street, 15th Floor, New York, NY 10005, or at such other office or agency of the Issuer as may be designated for such purpose. The Holder of this Note, by accepting this Note, agrees to be bound by the terms and provisions of the First Supplemental Indenture.
CUSIP 861537 AA 2 — 11.50% Senior Secured Second Lien Notes due June 15, 2025 — Stonefield Logistics Group Inc.

FIRST SUPPLEMENTAL INDENTURE

CUSIP: 861537 AA 2

FIRST SUPPLEMENTAL INDENTURE

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WHEREAS:

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