[sheet: Closing Checklist]

[sheet: Closing Checklist]
Item No. | Category | Document / Deliverable | Description / Detail | Responsible Party | Status | Target Delivery Date | Actual Delivery Date | Notes
HEADER ROW | CLOSING CHECKLIST | Vantage Mobility Systems Corp. — $45,000,000 Senior Secured Revolving Credit Facility (Tooling Capex)
Borrower: | Vantage Mobility Systems Corp.
Administrative Agent / Collateral Agent: | Pinnacle National Bank, N.A.
Lenders: | Pinnacle National Bank, N.A.; Great Lakes Commercial Lending Corp.; Ironbridge Capital Finance, LLC
Borrower's Counsel: | Calderwood & Harkness LLP
Agent's / Lenders' Counsel: | Hargrove, Stein & Calloway LLP
Targeted Closing Date: | June 30, 2025
Prepared by: | Marcus Leung / Sophie Tremblay — Calderwood & Harkness LLP
1. | CREDIT AGREEMENT AND LOAN DOCUMENTS
1.1 | Credit Agreement and Loan Documents | Credit Agreement | Credit Agreement among Vantage Mobility Systems Corp. as Borrower, the Subsidiary Guarantors party thereto, Pinnacle National Bank, N.A. as Administrative Agent, Collateral Agent, Issuing Lender and Swing Line Lender, and the Lenders. Aggregate Commitments: $45,000,000 (Pinnacle — $22,500,000 (50.0%); Great Lakes Commercial Lending Corp. — $13,500,000 (30.0%); Ironbridge Capital Finance, LLC — $9,000,000 (20.0%)). Maturity Date: June 30, 2029. Governed by New York law. | C&H / HSC | Final | 2025-06-30 | Initial draft circulated May 27, 2025; HSC comments received; final form to be executed at Closing
1.2 | Credit Agreement and Loan Documents | Lender Commitment Schedule | Schedule of Commitments attached to Credit Agreement: Pinnacle National Bank, N.A. — $22,500,000; Great Lakes Commercial Lending Corp. — $13,500,000; Ironbridge Capital Finance, LLC — $9,000,000. Total: $45,000,000. | C&H | Final | 2025-06-30 | Included as Schedule to Credit Agreement
1.3 | Credit Agreement and Loan Documents | Promissory Notes (if requested) | Revolving Credit Notes in favor of each Lender requesting same, in the amount of each Lender's Commitment | C&H | Pending | 2025-06-30 | To be issued upon request by any Lender
1.4 | Credit Agreement and Loan Documents | Form of Borrowing Request (Exhibit A) | Form of Borrowing Request for revolving loan draws; minimum $1,000,000 (SOFR) / $500,000 (ABR); includes Interest Period selection (1, 3, or 6 months for Term SOFR); certification of no Default and compliance with 25% non-Tooling Capex sublimit ($11,250,000) | C&H | Final | 2025-06-30 | Exhibit to Credit Agreement
1.5 | Credit Agreement and Loan Documents | Form of Compliance Certificate (Exhibit B) | Form of Compliance Certificate for quarterly financial covenant testing; due within 45 days after each fiscal quarter end and 90 days after fiscal year end. First certificate due August 14, 2025 (Q2 2025). | C&H | Final | 2025-06-30 | Exhibit to Credit Agreement
1.6 | Credit Agreement and Loan Documents | Form of Assignment and Assumption (Exhibit C) | Form for Lender assignments under the Credit Agreement | C&H | Final | 2025-06-30 | Exhibit to Credit Agreement
2. | CORPORATE AND ORGANIZATIONAL DOCUMENTS
2.1 | Corporate and Organizational Documents | Secretary's Certificate — VMS | Secretary's / Assistant Secretary's Certificate of Vantage Mobility Systems Corp. attaching: (a) Certificate of Incorporation (DE); (b) Bylaws; (c) Board Resolutions authorizing execution and delivery of Credit Agreement and Loan Documents, borrowings under the Facility, and granting of security interests; (d) Incumbency Certificate for authorized officers (Gerald R. Kowalski, CEO; Linda S. Nakamura, CFO; Derek Wainwright, General Counsel; Priya Chandrasekaran, Treasurer) | VMS / C&H | Draft | 2025-06-30 | To be executed by Secretary or Assistant Secretary of VMS
2.2 | Corporate and Organizational Documents | Secretary's Certificate — VMS Tooling Solutions, LLC | Certificate attaching Certificate of Organization (MI), Operating Agreement, Manager/Member Resolutions, and Incumbency. EIN: 38-5618294. | VMS / C&H | Draft | 2025-06-30 | Michigan LLC; 100% owned by VMS
2.3 | Corporate and Organizational Documents | Secretary's Certificate — VMS Precision Machining, Inc. | Certificate attaching Certificate of Incorporation (DE), Bylaws, Board Resolutions, and Incumbency. EIN: 20-8734561. | VMS / C&H | Draft | 2025-06-30 | Delaware corporation; 100% owned by VMS
2.4 | Corporate and Organizational Documents | Secretary's Certificate — VMS Die Cast Technologies, LLC | Certificate attaching Certificate of Organization (MI), Operating Agreement, Manager/Member Resolutions, and Incumbency. EIN: 38-6091473. | VMS / C&H | Draft | 2025-06-30 | Michigan LLC; 100% owned by VMS
2.5 | Corporate and Organizational Documents | Good Standing Certificate — VMS (Delaware) | Certificate of Good Standing for Vantage Mobility Systems Corp. from the Delaware Secretary of State (state of incorporation) | VMS | Pending | 2025-06-27 | Dated within 30 days of Closing; VMS incorporated in DE
2.6 | Corporate and Organizational Documents | Good Standing Certificate — VMS (Michigan) | Certificate of Good Standing / Certificate of Existence for Vantage Mobility Systems Corp. from the Michigan Department of Licensing and Regulatory Affairs (LARA) (state of qualification / principal place of business) | VMS | Pending | 2025-06-27 | Dated within 30 days of Closing; HQ at 4100 Industrial Parkway, Auburn Hills, MI 48326
2.7 | Corporate and Organizational Documents | Good Standing Certificate — VMS Tooling Solutions, LLC (Michigan) | Certificate of Good Standing from Michigan LARA | VMS | Pending | 2025-06-27 | Michigan LLC
2.8 | Corporate and Organizational Documents | Good Standing Certificate — VMS Precision Machining, Inc. (Delaware) | Certificate of Good Standing from DE Secretary of State | VMS | Pending | 2025-06-27 | Delaware corporation
2.9 | Corporate and Organizational Documents | Good Standing Certificate — VMS Die Cast Technologies, LLC (Michigan) | Certificate of Good Standing from Michigan LARA | VMS | Pending | 2025-06-27 | Michigan LLC
3. | SECURITY DOCUMENTS
3.1 | Security Documents | Guarantee and Collateral Agreement | Guarantee and Collateral Agreement among VMS, VMS Tooling Solutions, LLC, VMS Precision Machining, Inc., and VMS Die Cast Technologies, LLC (Subsidiary Guarantors) in favor of Pinnacle National Bank, N.A. as Collateral Agent. First-priority security interest in substantially all assets: tooling, dies, molds, fixtures, machinery, equipment, accounts receivable, inventory, intellectual property, deposit accounts, securities accounts, 100% equity in domestic subsidiaries, 65% voting equity in VMS de México, S. de R.L. de C.V. | C&H / HSC | Final | 2025-06-30 | Governed by New York law; pari passu with existing first-lien term loan
3.2 | Security Documents | UCC-1 Financing Statement — DE Secretary of State (VMS) | UCC-1 filing against Vantage Mobility Systems Corp. (Debtor) in favor of Pinnacle National Bank, N.A. as Collateral Agent (Secured Party); filed with DE Secretary of State. Covers all personal property collateral. | C&H | Pending | 2025-06-30 | VMS organized in DE; DE Registered Agent: Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801
3.3 | Security Documents | UCC-1 Financing Statement — MI Department of State (VMS) | UCC-1 filing against Vantage Mobility Systems Corp. (Debtor) in favor of Pinnacle National Bank, N.A. as Collateral Agent (Secured Party); filed with Michigan Department of State. | C&H | Pending | 2025-06-30 | Filed in MI as VMS HQ / principal place of business is in Michigan
3.4 | Security Documents | UCC-1 Financing Statement — MI (VMS Tooling Solutions, LLC) | UCC-1 filing against VMS Tooling Solutions, LLC; filed with Michigan Department of State | C&H | Pending | 2025-06-30 | Michigan LLC; EIN 38-5618294
3.5 | Security Documents | UCC-1 Financing Statement — DE (VMS Precision Machining, Inc.) | UCC-1 filing against VMS Precision Machining, Inc.; filed with DE Secretary of State | C&H | Pending | 2025-06-30 | Delaware corporation; EIN 20-8734561
3.6 | Security Documents | UCC-1 Financing Statement — MI (VMS Die Cast Technologies, LLC) | UCC-1 filing against VMS Die Cast Technologies, LLC; filed with Michigan Department of State | C&H | Pending | 2025-06-30 | Michigan LLC; EIN 38-6091473
3.7 | Security Documents | IP Security Agreement — Patents | Patent Security Agreement filed with the United States Patent and Trademark Office (USPTO) covering all patents and patent applications of VMS and Subsidiary Guarantors | C&H | Pending | 2025-06-30 | To be filed with USPTO at or promptly after Closing
3.8 | Security Documents | IP Security Agreement — Trademarks | Trademark Security Agreement filed with the USPTO covering all trademarks and trademark applications of VMS and Subsidiary Guarantors | C&H | Pending | 2025-06-30 | To be filed with USPTO at or promptly after Closing
3.9 | Security Documents | Deposit Account Control Agreement — Lakeshore Trust Company | Deposit Account Control Agreement among VMS, Pinnacle National Bank, N.A. (as Collateral Agent), and Lakeshore Trust Company (VMS's primary depository bank). Covers VMS operating account (account ending in 7841). | C&H / VMS / Lakeshore | Draft | 2025-06-30 | Lakeshore Trust Company, 777 Woodward Avenue, Suite 500, Detroit, MI 48226
3.10 | Security Documents | Securities Account Control Agreements | Control agreements for any securities accounts maintained by VMS or Subsidiary Guarantors | C&H / VMS | Pending | 2025-06-30 | If applicable; confirm with VMS Treasurer (Priya Chandrasekaran)
3.11 | Security Documents | Pledged Equity — Domestic Subsidiaries (100%) | Original stock certificates / membership interest certificates and undated stock powers / transfer instruments for 100% of equity interests in: VMS Tooling Solutions, LLC; VMS Precision Machining, Inc.; VMS Die Cast Technologies, LLC | VMS | Pending | 2025-06-30 | To be delivered to Collateral Agent at Closing
3.12 | Security Documents | Pledged Equity — VMS de México, S. de R.L. de C.V. (65% voting) | Pledge of 65% of the voting equity interests in VMS de México, S. de R.L. de C.V. (RFC: VME150312AB9); transfer instruments executed in blank | VMS | Pending | 2025-06-30 | Mexican subsidiary; 100% owned by VMS; 65% voting equity pledged per Credit Agreement
4. | INTERCREDITOR AGREEMENT
4.1 | Intercreditor Agreement | Intercreditor Agreement (Equal Priority) | Equal-priority intercreditor agreement between Pinnacle National Bank, N.A. (as Administrative Agent under the $45,000,000 Revolving Credit Facility) and Pinnacle National Bank, N.A. (as Administrative Agent under the Existing Credit Agreement dated March 15, 2022; existing first-lien term loan — $112,500,000 outstanding as of March 31, 2025). Acknowledged by VMS and each Subsidiary Guarantor. Governs lien priority (pari passu / pro rata sharing), exercise of remedies, standstill provisions, and enforcement rights. Governed by New York law. | C&H / HSC | Draft | 2025-06-30 | Existing TL original principal: $130,000,000; $17,500,000 amortized; maturity March 15, 2028; SOFR + 375 bps
5. | SPONSOR LIMITED GUARANTEE
5.1 | Sponsor Limited Guarantee | Limited Guarantee — Ridgecrest Automotive Holdings, LLC | Limited guarantee executed by Ridgecrest Automotive Holdings, LLC (RAH; EIN 84-3965012) in favor of Pinnacle National Bank, N.A. as Administrative Agent. Guarantee capped at $5,000,000. Limited to breaches of Closing Date representations and warranties and certain fraud/bad-acts carve-outs. RAH is the direct parent holding company for VMS equity (87.2% ownership through RAH; management rollover 12.8%). Governed by New York law. | C&H / Ridgecrest | Draft | 2025-06-30 | RAH address: c/o Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801; Ridgecrest Capital Partners, LP (sponsor), 600 Lexington Avenue, 28th Floor, New York, NY 10022
6. | LEGAL OPINIONS
6.1 | Legal Opinions | Borrower's Counsel Legal Opinion — Calderwood & Harkness LLP | Opinion letter of Calderwood & Harkness LLP addressed to Pinnacle National Bank, N.A. (as Administrative Agent and Collateral Agent) and each Lender. Covers: (i) due organization and good standing of VMS under DE law and qualification in MI; (ii) corporate power and authority; (iii) due authorization, execution and delivery; (iv) enforceability of Credit Agreement, Guarantee and Collateral Agreement, and Intercreditor Agreement under NY law; (v) no conflicts with organizational documents or applicable law; (vi) creation and perfection of security interests under UCC (DE and MI filings); (vii) no governmental approvals required other than UCC filings and USPTO filings. Signed by Claudia Merritt, Partner. | C&H (Claudia Merritt) | Draft | 2025-06-30 | Calderwood & Harkness LLP, 425 Park Avenue, 31st Floor, New York, NY 10022
6.2 | Legal Opinions | Agent's / Lenders' Counsel Legal Opinion — Hargrove, Stein & Calloway LLP | Opinion letter of Hargrove, Stein & Calloway LLP addressed to Pinnacle National Bank, N.A. and each Lender. Coverage to be confirmed. | HSC (Richard Ellsworth) | Pending | 2025-06-30 | Hargrove, Stein & Calloway LLP, One Liberty Plaza, 43rd Floor, New York, NY 10006
7. | OFFICER'S CERTIFICATES
7.1 | Officer's Certificates | Officer's Closing Certificate — VMS | Closing certificate executed by Linda S. Nakamura, CFO of VMS, certifying: (i) accuracy of representations and warranties; (ii) no Default or Event of Default; (iii) satisfaction of all conditions precedent; (iv) no Material Adverse Effect since December 31, 2024; (v) pro forma compliance with financial covenants — Maximum Total Net Leverage Ratio of 4.07x (pro forma, full draw) vs. 4.75x covenant level; Minimum Interest Coverage Ratio; Minimum Liquidity ≥ $12,500,000; (vi) solvency certificate. Attaches compliance calculations. | VMS (Linda S. Nakamura) / C&H | Draft | 2025-06-30 | Pro forma: ($112,500,000 existing TL + $45,000,000 revolver) ÷ $38,700,000 EBITDA = 4.07x vs. 4.75x covenant
7.2 | Officer's Certificates | Solvency Certificate | Solvency certificate of VMS (may be included within Officer's Closing Certificate or as separate attachment) | VMS (Linda S. Nakamura) | Draft | 2025-06-30 | To be executed by CFO
8. | INSURANCE
8.1 | Insurance | Evidence of Insurance / Insurance Certificate | Certificate of insurance from Northland Mutual Insurance Co.; Policy No. NMI-2025-041876; minimum coverage: $50,000,000 per occurrence. Pinnacle National Bank, N.A. (as Collateral Agent) named as additional insured and loss payee as its interests may appear. | VMS / Insurance Broker | Pending | 2025-06-30 | Carrier: Northland Mutual Insurance Co.
9. | FEES AND EXPENSES
9.1 | Fees and Expenses | Upfront Fee Payment | Upfront fee of $450,000 (1.00% × $45,000,000), allocated pro rata among Lenders: Pinnacle — $225,000 (50.0%); Great Lakes Commercial Lending Corp. — $135,000 (30.0%); Ironbridge Capital Finance, LLC — $90,000 (20.0%). | VMS | Pending | 2025-06-30 | Payable at Closing per Funds Flow Memorandum
9.2 | Fees and Expenses | Arrangement Fee Payment | Arrangement fee of $125,000 payable to Pinnacle National Bank, N.A. as Sole Lead Arranger and Sole Bookrunner | VMS | Pending | 2025-06-30 | Separate from upfront fee
9.3 | Fees and Expenses | Administrative Agent Fee Payment | Annual administrative agent fee of $75,000 payable to Pinnacle National Bank, N.A. | VMS | Pending | 2025-06-30 | First year payable at Closing; annual thereafter
9.4 | Fees and Expenses | Calderwood & Harkness LLP Legal Fees and Disbursements | Payment of C&H legal fees (subject to fee cap of $185,000, exclusive of disbursements) and out-of-pocket disbursements. Partner rate: $1,350/hr; Associate rate: $850/hr. | VMS | Pending | 2025-06-30 | Per Engagement Letter dated May 19, 2025; Billing Partner: Ian Blackwood
9.5 | Fees and Expenses | Hargrove, Stein & Calloway LLP Legal Fees and Disbursements | Payment of HSC legal fees and disbursements as Agent's / Lenders' counsel | VMS | Pending | 2025-06-30 | Payable by Borrower per Credit Agreement
9.6 | Fees and Expenses | UCC Search Fees and Filing Fees | Payment of UCC search and filing fees (DE Secretary of State, MI Department of State, USPTO) | VMS / C&H | Pending | 2025-06-30 | Included in C&H disbursements
9.7 | Fees and Expenses | Funds Flow Memorandum | Closing-day funds flow memorandum detailing all payments, initial borrowing (if any), wire instructions for VMS operating account at Lakeshore Trust Company (acct ending 7841), Pinnacle, GLCL, Ironbridge, and counsel accounts. Net amounts and source/use reconciliation. | C&H | Draft | 2025-06-30 | See separate Funds Flow Memorandum (funds-flow-memorandum.xlsx)
10. | POST-CLOSING ITEMS
10.1 | Post-Closing Items | UCC-1 Filing Confirmations | Confirmation of filing of UCC-1 financing statements with DE Secretary of State and MI Department of State for VMS and each Subsidiary Guarantor; file-stamped copies | C&H | Pending | 2025-07-15 | Due within 15 days after Closing
10.2 | Post-Closing Items | USPTO Filing Confirmations | Confirmation of recordation of IP security agreements (patents and trademarks) with the USPTO; file-stamped copies | C&H | Pending | 2025-07-30 | Due within 30 days after Closing
10.3 | Post-Closing Items | Deposit Account Control Agreement — Additional Accounts | Execution and delivery of deposit account control agreements for any additional deposit accounts or securities accounts identified post-Closing | VMS / C&H | Pending | 2025-07-30 | Due within 30 days after Closing, if applicable
10.4 | Post-Closing Items | Original Executed Documents — Closing Binder | Assembly and distribution of closing binders containing original executed counterparts of all Loan Documents to each party | C&H (Sophie Tremblay) | Pending | 2025-07-30 | Distribution to VMS, Pinnacle, GLCL, Ironbridge, HSC, C&H
10.5 | Post-Closing Items | Financial Advisor Fees — Meridian Advisory Group, LLC | Confirmation of payment of advisory fees to Meridian Advisory Group, LLC (financial advisor to VMS) | VMS | Pending | 2025-07-15 | Meridian Advisory Group, LLC, 150 North Riverside Plaza, Suite 2500, Chicago, IL 60606; Managing Director: Elaine Cortez
[sheet: Party Contact Info]
Party | Role | Contact Person | Title | Address | Phone | Email
Vantage Mobility Systems Corp. | Borrower | Gerald R. Kowalski | Chief Executive Officer | 4100 Industrial Parkway, Auburn Hills, MI 48326 | (248) 555-0100 | g.kowalski@vantagemobility.com
Vantage Mobility Systems Corp. | Borrower | Linda S. Nakamura | Chief Financial Officer | 4100 Industrial Parkway, Auburn Hills, MI 48326 | (248) 555-0102 | l.nakamura@vantagemobility.com
Vantage Mobility Systems Corp. | Borrower | Derek Wainwright | General Counsel | 4100 Industrial Parkway, Auburn Hills, MI 48326 | (248) 555-0105 | d.wainwright@vantagemobility.com
Vantage Mobility Systems Corp. | Borrower | Priya Chandrasekaran | Treasurer | 4100 Industrial Parkway, Auburn Hills, MI 48326 | (248) 555-0108 | p.chandrasekaran@vantagemobility.com
Ridgecrest Capital Partners, LP | Sponsor / Equity Owner | Thomas Hadley | Managing Partner; Board Chair of VMS | 600 Lexington Avenue, 28th Floor, New York, NY 10022 | (212) 555-0300 | t.hadley@ridgecrestcapital.com
Ridgecrest Capital Partners, LP | Sponsor / Board Observer | Natasha Okonkwo | Partner; VMS Board Observer | 600 Lexington Avenue, 28th Floor, New York, NY 10022 | (212) 555-0305 | n.okonkwo@ridgecrestcapital.com
Pinnacle National Bank, N.A. | Administrative Agent / Collateral Agent / Issuing Lender / Swing Line Lender / Lender | Catherine D. Forsythe | Managing Director, Leveraged Finance | 311 South Wacker Drive, Suite 3200, Chicago, IL 60606 | (312) 555-0400 | c.forsythe@pinnaclenational.com
Pinnacle National Bank, N.A. | Administrative Agent (Credit) | Alan Rutherford | Senior Vice President, Credit | 311 South Wacker Drive, Suite 3200, Chicago, IL 60606 | (312) 555-0410 | a.rutherford@pinnaclenational.com
Great Lakes Commercial Lending Corp. | Lender | Robert Shin | Vice President, Middle Market Lending | 200 Renaissance Center, Suite 1800, Detroit, MI 48243 | (313) 555-0500 | r.shin@greatlakeslending.com
Ironbridge Capital Finance, LLC | Lender | Vanessa Kwok | Director, Sponsor Finance | 1251 Avenue of the Americas, 34th Floor, New York, NY 10020 | (212) 555-0600 | v.kwok@ironbridgecapital.com
Calderwood & Harkness LLP | Borrower's Counsel | Claudia Merritt | Responsible Partner, Banking & Finance | 425 Park Avenue, 31st Floor, New York, NY 10022 | (212) 555-0700 | c.merritt@calderwoodharkness.com
Calderwood & Harkness LLP | Borrower's Counsel | Ian Blackwood | Billing Partner, Banking & Finance | 425 Park Avenue, 31st Floor, New York, NY 10022 | (212) 555-0702 | i.blackwood@calderwoodharkness.com
Calderwood & Harkness LLP | Borrower's Counsel | Marcus Leung | Lead Associate, Banking & Finance | 425 Park Avenue, 31st Floor, New York, NY 10022 | (212) 555-0710 | m.leung@calderwoodharkness.com
Calderwood & Harkness LLP | Borrower's Counsel | Sophie Tremblay | Working Associate, Banking & Finance | 425 Park Avenue, 31st Floor, New York, NY 10022 | (212) 555-0712 | s.tremblay@calderwoodharkness.com
Hargrove, Stein & Calloway LLP | Agent's / Lenders' Counsel | Richard Ellsworth | Lead Partner | One Liberty Plaza, 43rd Floor, New York, NY 10006 | (212) 555-0800 | r.ellsworth@hargrovesteinlaw.com
Hargrove, Stein & Calloway LLP | Agent's / Lenders' Counsel | Diana Marchetti | Lead Associate | One Liberty Plaza, 43rd Floor, New York, NY 10006 | (212) 555-0805 | d.marchetti@hargrovesteinlaw.com
Whitfield & Associates, CPAs, LLP | Auditor | James T. Whitfield | Engagement Partner, CPA | 2300 Town Center Drive, Suite 400, Southfield, MI 48075 | (248) 555-0900 | j.whitfield@whitfieldcpa.com
Meridian Advisory Group, LLC | Financial Advisor to Borrower | Elaine Cortez | Managing Director | 150 North Riverside Plaza, Suite 2500, Chicago, IL 60606 | (312) 555-1000 | e.cortez@meridianagroup.com
Lakeshore Trust Company | Primary Depository Bank | 777 Woodward Avenue, Suite 500, Detroit, MI 48226 | (313) 555-1100
Northland Mutual Insurance Co. | Insurance Carrier | Policy No. NMI-2025-041876
Capitol Registered Agents, Inc. | DE Registered Agent (VMS and RAH) | 1209 Orange Street, Wilmington, DE 19801 | (302) 555-1200
[sheet: Key Dates]
Date | Event | Notes
2022-03-15 | Existing First Lien Term Loan Credit Agreement executed | Original principal: $130,000,000; Admin Agent: Pinnacle National Bank, N.A.; SOFR + 375 bps; Outstanding balance as of 3/31/2025: $112,500,000
2024-12-31 | VMS Fiscal Year End (FYE 2024) | Reference date for Material Adverse Effect baseline; audited financials: Revenue $218.4M, EBITDA $38.7M, Total Assets $289.3M
2025-03-31 | Most recent interim financial statements | Existing term loan balance: $112,500,000; Capital leases: $4,800,000
2025-05-05 | Initial term sheet received from Pinnacle
2025-05-16 | Commitment letter executed by Lenders | Pinnacle, GLCL, Ironbridge
2025-05-19 | Engagement opened; engagement letter signed | C&H retained by VMS; engagement letter between Calderwood & Harkness LLP and Vantage Mobility Systems Corp.
2025-05-27 | First draft Credit Agreement circulated | C&H to HSC
2025-06-30 | Targeted Closing Date | All conditions precedent to be satisfied
2025-07-01 | First Interest Period begins
2025-08-14 | First Compliance Certificate due (Q2 2025) | Within 45 days of fiscal quarter end (June 30, 2025)
2028-03-15 | Existing Term Loan maturity | Existing first-lien term loan matures
2029-06-30 | Facility Maturity Date | 4-year tenor from Closing Date