Extract to table

Stonefield must comply with both sets of financial covenants simultaneously, tested on the same quarterly basis

The capital expenditure program must execute on schedule to generate the EBITDA growth necessary to maintain compliance

Unlike the leverage ratio and FCCR, which are tested quarterly, the Minimum Liquidity covenant is a "springing" or "at all times" covenant, meaning it must be satisfied continuously and is not limited to quarterly measurement dates

Mezzanine Credit Agreement: The Mezzanine Credit Agreement permits restricted payments subject to the following baskets and conditions, which are more restrictive in several material respects: (i) General basket: restricted payments in an aggregate amount not to exceed $5,000,000 per fiscal year — a reduction of $5,000,000 from the senior facility level; (ii) Sponsor management fees: payments under the management agreement in an aggregate amount not to exceed $2,000,000 per annum — a reduction of $1,000,000 from the senior facility level; (iii) Builder basket: restricted payments in an aggregate amount not to exceed 50% of cumulative Excess Cash Flow (the same percentage as the senior facility), but calculated commencing from the mezzanine closing date (September 29, 2023) rather than from fiscal year 2022, and subject to the additional condition that the Total Leverage Ratio shall not exceed 3

Asset Sales and Dispositions Senior Credit Agreement: The Senior Credit Agreement permits asset sales and dispositions subject to the following parameters: • Per-transaction cap: individual asset sales or dispositions involving consideration not to exceed $10,000,000; • Annual aggregate cap: total asset sales or dispositions in any fiscal year not to exceed $25,000,000 in aggregate consideration; • Reinvestment right: Stonefield has twelve (12) months from the date of receipt of net cash proceeds to reinvest such proceeds in assets useful in the business; if a binding commitment to reinvest is entered into within such 12-month period, an additional six (6) months is provided to consummate the reinvestment (for a total potential reinvestment period of 18 months); • Mandatory prepayment: 100% of net cash proceeds from asset sales exceeding the permitted baskets (and remaining after the expiration of the reinvestment period) must be applied as a mandatory prepayment of the Senior Term Loan

a hard 12-month reinvestment deadline); • Mandatory prepayment: after application of the senior mandatory prepayment in accordance with the payment waterfall established in the Intercreditor Agreement, 100% of the remaining net cash proceeds from asset sales exceeding the permitted baskets (and remaining after the expiration of the reinvestment period) must be applied as a mandatory prepayment of the mezzanine term loan