1007-00001 · Vantage Mobility Systems Corp · Closing

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OFFICER'S CLOSING CERTIFICATE

Form of certificate to be delivered pursuant to Section 4.01 of the Credit Agreement

Credit Agreement (in substantially final form, to be dated as of the Closing Date) (the "Credit Agreement"), among

VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation (the "Borrower"),

the Subsidiary Guarantors party thereto,

PINNACLE NATIONAL BANK, N.A., as Administrative Agent, Collateral Agent, Issuing Lender, and Swing Line Lender,

and

GREAT LAKES COMMERCIAL LENDING CORP. and IRONBRIDGE CAPITAL FINANCE, LLC, as Lenders (collectively with the Administrative Agent, the "Lenders")

$45,000,000 Senior Secured Revolving Credit Facility

Date: to be dated as of the Closing Date (targeted June 30, 2025)

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

INTRODUCTORY RECITALS

The undersigned, Linda S. Nakamura, in her capacity as Chief Financial Officer of Vantage Mobility Systems Corp., a corporation duly incorporated and existing under the laws of the State of Delaware ("VMS" or the "Borrower"), and not in any individual capacity, hereby certifies to Pinnacle National Bank, N.A. ("Pinnacle"), in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement, and to each of the Lenders party to the Credit Agreement, as follows:

This Officer's Closing Certificate (this "Certificate") is to be delivered at Closing in satisfaction of the conditions precedent to the effectiveness of the Credit Agreement and the initial extensions of credit thereunder, as set forth in Section 4.01 of the Credit Agreement. The delivery of this Certificate is a condition to the obligation of the Lenders to make the initial Loans and the obligation of the Issuing Lender to issue the initial Letters of Credit, if any, on the Closing Date.

The undersigned is a duly authorized officer of the Borrower, has been designated by the Board of Directors of the Borrower to execute and deliver this Certificate, and is familiar with the transactions contemplated by the Credit Agreement and the other Loan Documents. In connection with the preparation and delivery of this Certificate, the undersigned has made or caused to be made such examinations, investigations, and inquiries, including a review of the books and records of the Borrower and its Subsidiaries, consultation with officers and employees of the Borrower, and review of applicable legal and financial documentation, as the undersigned has deemed necessary and appropriate to certify the matters set forth herein.

The Borrower's principal executive offices and headquarters are located at 4100 Industrial Parkway, Auburn Hills, Michigan 48326. The Borrower is incorporated in the State of Delaware, with its registered agent for service of process being Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The Borrower's federal employer identification number is 38-4271956.

The undersigned hereby certifies and confirms the following:

SECTION 1: REPRESENTATIONS AND WARRANTIES

1.1. The undersigned hereby certifies that each of the representations and warranties made by the Borrower and each Subsidiary Guarantor (namely, VMS Tooling Solutions, LLC, a Michigan limited liability company, VMS Precision Machining, Inc., a Delaware corporation, and VMS Die Cast Technologies, LLC, a Michigan limited liability company) in Article V of the Credit Agreement and in each other Loan Document to which any such Person is a party is true and correct in all material respects on and as of the Closing Date (targeted June 30, 2025), with the same force and effect as though made on and as of such date. To the extent that any such representation or warranty is qualified by reference to "materiality," "Material Adverse Effect," or any similar qualifier, such representation or warranty is true and correct in all respects (after giving effect to any such qualification) on and as of the Closing Date.

1.2. The foregoing certification is made with the understanding that certain representations and warranties contained in the Credit Agreement and the other Loan Documents specifically relate to an earlier date. With respect to each such representation or warranty, the undersigned hereby certifies that such representation or warranty was true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date.

1.3. Without limiting the generality of the foregoing, the undersigned hereby confirms that the representations and warranties set forth in the Guarantee and Collateral Agreement (in substantially final form, to be dated as of the Closing Date), among the Borrower, the Subsidiary Guarantors, and Pinnacle National Bank, N.A., as Collateral Agent (the "Guarantee and Collateral Agreement"), are true and correct in all material respects on and as of the Closing Date, including without limitation all representations and warranties relating to the ownership, perfection, and priority of the security interests granted thereunder.

1.4. The undersigned further confirms that the representations and warranties contained in the Intercreditor Agreement (in substantially final form, to be dated as of the Closing Date), among Pinnacle National Bank, N.A. (in its capacity as agent under the Credit Agreement) and Pinnacle National Bank, N.A. (in its capacity as administrative agent under the Existing Credit Agreement), acknowledged and agreed to by the Borrower and each Subsidiary Guarantor (the "Intercreditor Agreement"), are true and correct in all material respects on and as of the Closing Date.

SECTION 2: NO DEFAULT OR EVENT OF DEFAULT

2.1. The undersigned hereby certifies that no Default or Event of Default (as each such term is defined in the Credit Agreement) has occurred and is continuing as of the Closing Date, nor would any Default or Event of Default result from the consummation of the transactions contemplated to occur on the Closing Date, including, without limitation, the effectiveness of the Credit Agreement, the execution and delivery of the Loan Documents, the granting of the security interests contemplated by the Guarantee and Collateral Agreement, and any initial borrowing under the $45,000,000 Senior Secured Revolving Credit Facility established pursuant to the Credit Agreement (the "Facility").

2.2. The undersigned further certifies and confirms that no default or event of default exists, or would exist after giving effect to the transactions contemplated on the Closing Date, under:

(a) the Existing Credit Agreement, dated as of March 15, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), among the Borrower, Pinnacle National Bank, N.A., as administrative agent, and the lenders party thereto, providing for a first lien term loan facility with an outstanding principal balance of $112,500,000 as of March 31, 2025; or

(b) any other Material Agreement (as defined in the Credit Agreement) or any other material agreement, instrument, indenture, or undertaking to which the Borrower or any Subsidiary Guarantor is a party or by which any of them or any of their respective properties or assets may be bound or affected.

2.3. Without limiting the foregoing, the undersigned confirms that the Borrower and each Subsidiary Guarantor are current on all payment obligations arising under the Existing Credit Agreement and that no notice of default or event of default has been received from any lender, agent, or other party under the Existing Credit Agreement or any other material financing arrangement.

SECTION 3: SATISFACTION OF CONDITIONS PRECEDENT

3.1. The undersigned hereby certifies that all conditions precedent to the effectiveness of the Credit Agreement and to the initial extensions of credit thereunder, as set forth in Section 4.01 of the Credit Agreement, have been satisfied or waived in writing by the Required Lenders (or, where applicable, all Lenders) on or prior to the Closing Date. Without limiting the generality of the foregoing, the following conditions precedent have been satisfied:

(a) Execution and Delivery of Loan Documents. The Credit Agreement and all other Loan Documents have been duly executed and delivered by each party thereto, including without limitation the Guarantee and Collateral Agreement, the Intercreditor Agreement, and the Sponsor Limited Guarantee. Each such document has been executed in sufficient counterparts for distribution to all parties entitled to receive an original or conformed copy thereof.

(b) Borrower's Counsel Legal Opinion. The legal opinion of Calderwood & Harkness LLP, counsel to the Borrower and the Subsidiary Guarantors, to be dated as of the Closing Date and addressed to the Administrative Agent and each of the Lenders, is to be delivered at Closing. Such opinion covers, among other matters, the due organization and valid existence of the Borrower and each Subsidiary Guarantor, the corporate and limited liability company authorization of the transactions contemplated by the Loan Documents, the enforceability of the Loan Documents under the laws of the State of New York, the perfection of security interests under Article 9 of the Uniform Commercial Code as in effect in the State of Delaware and the State of Michigan, and the absence of conflicts with applicable law, organizational documents, and material contractual obligations.

(c) Agent's and Lenders' Counsel Legal Opinion. The legal opinion of Hargrove, Stein & Calloway LLP, counsel to the Administrative Agent and the Lenders, to be dated as of the Closing Date and addressed to the Administrative Agent and each of the Lenders, is to be delivered at Closing. Such opinion covers such matters as the Administrative Agent and the Required Lenders have reasonably requested.

(d) UCC Financing Statements. UCC-1 financing statements naming the Borrower and each Subsidiary Guarantor, as applicable, as debtor and Pinnacle National Bank, N.A., as Collateral Agent, as secured party, have been filed with the Delaware Secretary of State (with respect to the Borrower and VMS Precision Machining, Inc.) and with the Michigan Department of State (with respect to VMS Tooling Solutions, LLC and VMS Die Cast Technologies, LLC), in each case covering all assets constituting personal property collateral as described in the Guarantee and Collateral Agreement. Copies of file-stamped financing statements or filing confirmations have been delivered to the Administrative Agent.

(e) IP Security Agreements. intellectual property security agreements covering the patents, patent applications, trademarks, trademark applications, and registered copyrights of the Borrower and each Subsidiary Guarantor that owns registerable intellectual property have been executed and delivered, and the same have been filed (or are in the process of being filed) with the United States Patent and Trademark Office and, to the extent applicable, the United States Copyright Office, in each case to perfect the Collateral Agent's security interest in such intellectual property.

(f) Deposit Account Control Agreements. A deposit account control agreement among the Borrower, Lakeshore Trust Company (with respect to the Borrower's primary operating account ending in 7841), and Pinnacle National Bank, N.A., as Collateral Agent, has been duly executed and delivered, establishing the Collateral Agent's "control" (within the meaning of Section 9-104 of the Uniform Commercial Code) over such deposit account.

(g) Intercreditor Agreement. The Intercreditor Agreement among Pinnacle National Bank, N.A. (in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement) and Pinnacle National Bank, N.A. (in its capacity as administrative agent and collateral agent under the Existing Credit Agreement), setting forth the relative rights, priorities, and remedies of the secured parties under the Credit Agreement and the Existing Credit Agreement, respectively, has been duly executed and delivered by the parties thereto, and acknowledged and agreed to by the Borrower and each Subsidiary Guarantor.

(h) Sponsor Limited Guarantee. The Sponsor Limited Guarantee (in substantially final form, to be dated as of the Closing Date), to be executed by Ridgecrest Automotive Holdings, LLC, a Delaware limited liability company and the direct parent holding company of the Borrower, guaranteeing the Obligations under the Credit Agreement in an amount not to exceed $5,000,000, has been duly executed and delivered to the Administrative Agent.

(i) Evidence of Insurance. Evidence of insurance has been delivered to the Administrative Agent and the Collateral Agent demonstrating that all insurance required to be maintained pursuant to Section 6.07 of the Credit Agreement is in full force and effect. Such evidence includes a certificate of insurance and, where applicable, endorsements from Northland Mutual Insurance Co. under policy number NMI-2025-041876, reflecting minimum coverage of $50,000,000 per occurrence, and naming Pinnacle National Bank, N.A., as Collateral Agent, as additional insured and loss payee as its interests may appear.

(j) Secretary's Certificates. A Secretary's Certificate (or equivalent officer's certificate) of each of the Borrower and each Subsidiary Guarantor has been delivered to the Administrative Agent, attaching thereto certified copies of (i) the certificate of incorporation or certificate of formation (or equivalent organizational document) of such Person, (ii) the bylaws or operating agreement (or equivalent governing document) of such Person, as currently in effect, (iii) resolutions of the board of directors, managers, or members, as applicable, of such Person authorizing the execution, delivery, and performance of the Loan Documents to which such Person is a party, and (iv) an incumbency certificate identifying each officer or authorized representative of such Person who is authorized to execute and deliver Loan Documents and other notices, certificates, and instruments on behalf of such Person, together with specimen signatures of such Persons.

(k) Good Standing Certificates. Certificates of good standing (or equivalent certificates of status) have been delivered with respect to the Borrower and each Subsidiary Guarantor, in each case dated within thirty (30) days of the Closing Date, from (i) the Delaware Secretary of State (with respect to the Borrower and VMS Precision Machining, Inc.), and (ii) the Michigan Department of Licensing and Regulatory Affairs (with respect to VMS Tooling Solutions, LLC, VMS Die Cast Technologies, LLC, and the Borrower, as a foreign corporation qualified to transact business in the State of Michigan).

(l) Payment of Fees and Expenses. All fees, costs, and expenses required to be paid on or before the Closing Date pursuant to the Credit Agreement, the Fee Letter, and the Engagement Letter have been paid in full, including without limitation: (i) the upfront fee in the amount of $450,000, payable ratably to the Lenders; (ii) the arrangement fee in the amount of $125,000, payable to Pinnacle National Bank, N.A., in its capacity as Sole Lead Arranger; and (iii) the annual administrative agent fee in the amount of $75,000, payable to Pinnacle National Bank, N.A., in its capacity as Administrative Agent. In addition, all reasonable and documented out-of-pocket fees and expenses of counsel to the Administrative Agent (Hargrove, Stein & Calloway LLP) incurred through the Closing Date and invoiced at least two (2) Business Days prior to the Closing Date have been paid or will be paid on the Closing Date from the proceeds of the initial borrowing under the Facility.

SECTION 4: NO MATERIAL ADVERSE EFFECT

4.1. The undersigned hereby certifies that since December 31, 2024 (the date of the most recent audited financial statements of the Borrower, as audited by Whitfield & Associates, CPAs, LLP), there has been no event, circumstance, development, change, effect, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on:

(a) the business, operations, properties, assets, liabilities (actual or contingent), financial condition, or results of operations of the Borrower and its Subsidiaries, taken as a whole;

(b) the ability of the Borrower or any Subsidiary Guarantor to perform any of its material obligations under the Credit Agreement, the Guarantee and Collateral Agreement, or any other Loan Document to which it is a party; or

(c) the rights and remedies of the Administrative Agent, the Collateral Agent, or any Lender under the Credit Agreement, the Guarantee and Collateral Agreement, or any other Loan Document, including the validity, enforceability, or priority of the Liens created by the Guarantee and Collateral Agreement and the related security documents.

4.2. For purposes of the foregoing certification, the undersigned has utilized, as the baseline reference point, the audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2024, which reflected consolidated revenue of $218,400,000, consolidated EBITDA (as defined in the Credit Agreement) of $38,700,000, and consolidated total assets of $289,300,000. The undersigned confirms that there has been no material deterioration in the financial condition, business, or prospects of the Borrower and its Subsidiaries from the condition reflected in such audited financial statements.

SECTION 5: PRO FORMA COMPLIANCE WITH FINANCIAL COVENANTS

5.1. The undersigned hereby certifies that, as of the Closing Date and after giving pro forma effect to the transactions contemplated to occur on the Closing Date (including the effectiveness of the Credit Agreement, any initial borrowings under the Facility, the payment of all fees, costs, and expenses described in Section 3.1(l) above, and the incurrence of all other indebtedness contemplated to be incurred on the Closing Date), the Borrower is in compliance with each of the financial covenants set forth in Section 7.01 of the Credit Agreement. Detailed calculations supporting such compliance are set forth in Schedule 1 attached hereto and incorporated herein by reference. A summary of such compliance is provided below.

5.1.1 Maximum Total Net Leverage Ratio

The Credit Agreement requires that the Total Net Leverage Ratio (defined as the ratio of Consolidated Total Net Debt to Consolidated EBITDA) shall not exceed the following levels for the following periods:

As of the Closing Date, giving pro forma effect to all transactions described above (and assuming, for conservatism, a full draw of the $45,000,000 Revolving Credit Facility), the Total Net Leverage Ratio is calculated as follows:

Consolidated Total Net Debt is comprised of all funded indebtedness plus capital lease obligations, minus unrestricted cash and cash equivalents (subject to a netting cap of $15,000,000 as specified in the Credit Agreement):

• Existing First Lien Term Loan outstanding: $112,500,000

• Revolving Credit Facility (assuming full draw): $45,000,000

• Capital lease obligations outstanding: $4,800,000

• Total Funded Indebtedness and Capital Leases: $162,300,000

• Less: Unrestricted cash and cash equivalents (subject to $15,000,000 netting cap): ($4,800,000)

• Consolidated Total Net Debt: $157,500,000

Consolidated EBITDA (trailing four fiscal quarters ended December 31, 2024, as reported in the audited financial statements): $38,700,000

Pro Forma Total Net Leverage Ratio: $157,500,000 ÷ $38,700,000 = 4.07x

Covenant Maximum (Closing Date through Q4 2025): 4.75x

Result: 4.07x is less than the covenant maximum of 4.75x — IN COMPLIANCE

Covenant Headroom: 4.75x − 4.07x = 0.68x, equivalent to approximately $26,316,000 of incremental Consolidated Total Net Debt capacity (at current EBITDA levels) before triggering a covenant breach.

5.1.2 Minimum Interest Coverage Ratio

The Credit Agreement requires that the Interest Coverage Ratio (defined as the ratio of Consolidated EBITDA to Consolidated Cash Interest Expense) shall at all times be not less than 2.50 to 1.00.

Consolidated EBITDA: $38,700,000 (FYE December 31, 2024, audited)

Consolidated Cash Interest Expense (calculated on a pro forma basis reflecting the existing First Lien Term Loan at a blended interest rate of Term SOFR + 375 basis points and the Revolving Credit Facility at Term SOFR + 325 basis points, with a 10 basis point credit spread adjustment as provided in the Credit Agreement): As set forth in detail in Schedule 1(b) attached hereto, pro forma Consolidated Cash Interest Expense is $13,240,000.

Interest Coverage Ratio: $38,700,000 ÷ $13,240,000 = 2.92x

Covenant Minimum: 2.50x

Result: 2.92x exceeds the covenant minimum of 2.50x — IN COMPLIANCE

5.1.3 Maximum Tooling Capex

The Credit Agreement requires that Tooling Capital Expenditures in any fiscal year shall not exceed $55,000,000, with the Borrower having the right to carry forward up to 15% of any unused amount from the immediately preceding fiscal year (i.e., up to $8,250,000) to the immediately succeeding fiscal year.

Fiscal Year 2025 Tooling Capex incurred through June 30, 2025: $22,150,000

Carryforward from Fiscal Year 2024 (15% of unused FY 2024 Tooling Capex allowance): $6,375,000

Total Available Annual Limit: $55,000,000 + $6,375,000 = $61,375,000

Remaining Availability: $61,375,000 − $22,150,000 = $39,225,000

Result: YTD Tooling Capex of $22,150,000 is within the covenant limit of $61,375,000 — IN COMPLIANCE

5.1.4 Minimum Liquidity

The Credit Agreement requires that the Borrower shall at all times maintain minimum Liquidity (defined as the sum of unrestricted cash and cash equivalents plus available and undrawn revolving commitments under the Facility) of not less than $12,500,000.

Unrestricted Cash and Cash Equivalents (as of the Closing Date, after giving pro forma effect to payment of all closing fees and expenses): $8,600,000

Available (Undrawn) Revolving Commitments: $45,000,000 (assuming no initial draw on the Closing Date; or, if an initial draw is made, such lesser amount as reflects the undrawn commitments after such draw)

Total Liquidity: $8,600,000 + $45,000,000 = $53,600,000

Covenant Minimum: $12,500,000

Result: Total Liquidity of $53,600,000 significantly exceeds the covenant minimum of $12,500,000 — IN COMPLIANCE

SECTION 6: SOLVENCY CERTIFICATE

6.1. The undersigned, in her capacity as Chief Financial Officer and the principal financial officer of the Borrower, hereby certifies that she is familiar with the financial condition of the Borrower and its Subsidiaries. In connection with the certifications set forth in this Section 6, the undersigned has undertaken such review as she has deemed appropriate, including a review of the consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2024, the interim unaudited financial statements as of and for the quarter ended March 31, 2025, projected financial performance and cash flow forecasts, existing and anticipated liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities), and the terms and conditions of the Credit Agreement and the other Loan Documents.

6.2. Based on such review, and after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents on the Closing Date (including the incurrence of indebtedness under the Facility, the repayment of any indebtedness contemplated to be repaid on the Closing Date, the granting of the security interests and guarantees contemplated by the Guarantee and Collateral Agreement, and the payment of all fees, costs, and expenses in connection therewith), the undersigned hereby certifies, as of the Closing Date, as follows:

(a) Fair Value Test. The fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, exceeds the total amount of their liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities). For reference, the total consolidated assets of the Borrower and its Subsidiaries were $289,300,000 as of December 31, 2024 (per the audited financial statements), and total pre-Facility indebtedness was comprised of $112,500,000 outstanding under the Existing First Lien Term Loan and $4,800,000 in capital lease obligations. The fair value of the assets of the Borrower and its Subsidiaries, taking into account the going-concern value of the business, intellectual property, customer relationships, and other intangible assets, exceeds the aggregate of all liabilities by a material margin.

(b) Present Fair Salable Value Test. The present fair salable value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the total amount of their liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities) as such liabilities become absolute and matured. The undersigned has considered the orderly liquidation value of the tangible and intangible assets of the Borrower and its Subsidiaries and has concluded that such value exceeds the total amount of all liabilities as they become absolute and matured.

(c) Ability to Pay Debts. The Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and other liabilities (including trade payables, funded indebtedness, capital lease obligations, and contingent liabilities) as such debts and liabilities become absolute and matured in the ordinary course of business. The Borrower and its Subsidiaries have adequate cash flow from operations, combined with the availability under the Facility, to meet all of their payment obligations as they come due.

(d) Adequate Capital. The Borrower and its Subsidiaries, on a consolidated basis, do not have unreasonably small capital with which to conduct their businesses as currently conducted and as proposed to be conducted following the Closing Date. The capitalization of the Borrower and its Subsidiaries, taking into account the equity invested by Ridgecrest Automotive Holdings, LLC and management, retained earnings, and the credit facilities available to the Borrower, is adequate for the operation of the business as currently conducted and as reasonably anticipated to be conducted.

(e) No Intent to Hinder, Delay, or Defraud. The Borrower has not incurred, and does not intend to incur, debts beyond its ability to pay such debts as they mature. The Borrower is not entering into the transactions contemplated by the Credit Agreement and the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of the Borrower or any of its Subsidiaries. The transactions contemplated by the Loan Documents are being entered into in good faith and for legitimate business purposes, and the Borrower will receive reasonably equivalent value in exchange for the obligations incurred thereunder.

SECTION 7: ORGANIZATIONAL MATTERS

7.1. The undersigned hereby confirms that the Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified and authorized to transact business as a foreign corporation in the State of Michigan. The Borrower's federal employer identification number is 38-4271956. The Borrower possesses all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as currently conducted, and to execute, deliver, and perform its obligations under the Credit Agreement and each other Loan Document to which it is a party.

7.2. The undersigned further confirms that each of the following Subsidiary Guarantors is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization, and possesses all requisite organizational power and authority to own and operate its properties, to carry on its business as currently conducted, and to execute, deliver, and perform its obligations under the Guarantee and Collateral Agreement and each other Loan Document to which it is a party:

(a) VMS Tooling Solutions, LLC — a limited liability company duly organized and existing under the laws of the State of Michigan; federal employer identification number 38-5618294. VMS Tooling Solutions, LLC is a wholly-owned subsidiary of the Borrower.

(b) VMS Precision Machining, Inc. — a corporation duly incorporated and existing under the laws of the State of Delaware; federal employer identification number 20-8734561. VMS Precision Machining, Inc. is a wholly-owned subsidiary of the Borrower and is duly qualified to transact business as a foreign corporation in the State of Michigan.

(c) VMS Die Cast Technologies, LLC — a limited liability company duly organized and existing under the laws of the State of Michigan; federal employer identification number 38-6091473. VMS Die Cast Technologies, LLC is a wholly-owned subsidiary of the Borrower.

7.3. The undersigned further confirms that VMS de México, S. de R.L. de C.V. (Registro Federal de Contribuyentes: VME150312AB9) is a sociedad de responsabilidad limitada de capital variable duly organized and existing under the laws of the United Mexican States and is a wholly-owned subsidiary of the Borrower. In accordance with Section 6.14 of the Credit Agreement and the terms of the Guarantee and Collateral Agreement, 65% of the voting equity interests (partes sociales with voting rights) in VMS de México, S. de R.L. de C.V. have been pledged to the Collateral Agent for the benefit of the Secured Parties. VMS de México, S. de R.L. de C.V. is not a Subsidiary Guarantor under the Credit Agreement.

SECTION 8: SUBSIDIARY AND OWNERSHIP CONFIRMATION

8.1. The undersigned hereby confirms the following with respect to the corporate ownership structure of the Borrower and its Subsidiaries:

(a) Ridgecrest Automotive Holdings, LLC ("RAH"; federal employer identification number 84-3965012), a limited liability company organized and existing under the laws of the State of Delaware, is the direct parent holding company of the Borrower and holds 87.2% of the issued and outstanding equity interests in the Borrower.

(b) Management rollover equity, held by certain current and former members of management of the Borrower and its Subsidiaries pursuant to the Management Stockholders' Agreement, dated as of September 1, 2021, constitutes the remaining 12.8% of the issued and outstanding equity interests in the Borrower.

(c) RAH is the sole member and equity holder of the Borrower (other than the management rollover equity holders). RAH's equity interests in the Borrower are held indirectly through Ridgecrest Capital Partners Fund IV, LP, a Delaware limited partnership (vintage year 2021; aggregate committed capital of $2,800,000,000). Ridgecrest Capital Partners Fund IV, LP is managed by its general partner, Ridgecrest Capital Partners GP IV, LLC, which is ultimately controlled by Ridgecrest Capital Partners, LP (the "Sponsor").

(d) The Sponsor's principal offices are located at 600 Lexington Avenue, 28th Floor, New York, New York 10022. Thomas Hadley, Managing Partner of the Sponsor, serves as Chairman of the Board of Directors of the Borrower. Natasha Okonkwo, Partner of the Sponsor, serves as a Board Observer with respect to the Borrower.

8.2. A complete list of all direct and indirect subsidiaries of the Borrower as of the Closing Date, together with their respective jurisdictions of organization, ownership percentages, and federal employer identification numbers (or equivalent foreign tax identification numbers), is set forth in Schedule 5.14 to the Credit Agreement. The undersigned hereby confirms that such Schedule is true, correct, and complete in all material respects as of the Closing Date.

SECTION 9: EXISTING INDEBTEDNESS CONFIRMATION

9.1. The undersigned hereby confirms that the following constitutes a complete and accurate description of all material existing funded indebtedness of the Borrower and its Subsidiaries as of the Closing Date:

(a) Existing First Lien Term Loan. The Borrower is party to that certain Credit Agreement, dated as of March 15, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), among the Borrower, Pinnacle National Bank, N.A., as administrative agent, and the lenders from time to time party thereto, pursuant to which the Borrower incurred a first lien term loan facility in an original principal amount of $130,000,000. As of the Closing Date, the outstanding principal balance under the Existing Credit Agreement is $112,500,000, reflecting $17,500,000 of scheduled amortization payments made through the date hereof. The maturity date of the Existing First Lien Term Loan is March 15, 2028. Interest accrues at a rate per annum equal to Term SOFR plus 375 basis points (with customary SOFR adjustment). The Existing Credit Agreement contains, among other provisions, a Maximum Total Net Leverage Ratio covenant of 5.00 to 1.00 and a Minimum Interest Coverage Ratio covenant of 2.00 to 1.00.

(b) Capital Leases. As of March 31, 2025, the Borrower and its Subsidiaries had outstanding capital lease obligations in the aggregate amount of $4,800,000, relating primarily to manufacturing equipment and tooling used in the ordinary course of the Borrower's business.

(c) No Other Material Funded Indebtedness. Other than the Existing First Lien Term Loan, the capital lease obligations described above, and the indebtedness to be incurred under the new Facility, neither the Borrower nor any of its Subsidiaries has any other material funded indebtedness outstanding as of the Closing Date.

(d) New Facility. On the Closing Date, the Borrower is to enter into the Credit Agreement (in substantially final form, to be dated as of the Closing Date), providing for a $45,000,000 aggregate revolving credit facility. The Facility supplements (and does not refinance or replace) the Existing First Lien Term Loan, and the relative priorities and rights of the secured parties under the Credit Agreement and the Existing Credit Agreement are governed by the Intercreditor Agreement.

SECTION 10: INSURANCE CONFIRMATION

10.1. The undersigned hereby confirms that all insurance required to be maintained by the Borrower and its Subsidiaries pursuant to Section 6.07 of the Credit Agreement is in full force and effect as of the Closing Date. The Borrower and its Subsidiaries maintain comprehensive general liability, property, business interruption, and other insurance coverage in amounts and with carriers consistent with the requirements of the Credit Agreement and customary for companies of similar size operating in the automotive components manufacturing industry.

10.2. The primary insurance carrier is Northland Mutual Insurance Co., and the applicable policy number is NMI-2025-041876. Such policy provides minimum coverage of $50,000,000 per occurrence, with aggregate limits and deductibles as set forth in the insurance certificates delivered to the Administrative Agent. Pinnacle National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, has been named as additional insured and loss payee as its interests may appear on all applicable policies, as required by the Credit Agreement and the Guarantee and Collateral Agreement.

10.3. The Borrower has delivered, or caused to be delivered, to the Administrative Agent certificates of insurance and, where required, endorsements evidencing the foregoing insurance coverage, including compliance with the lender loss payee and additional insured requirements of the Credit Agreement.

SECTION 11: ACCURACY OF INFORMATION

11.1. The undersigned hereby certifies that all information, reports, financial statements, projections, pro forma financial information, and other materials and data furnished by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent, the Collateral Agent, or any Lender in connection with the negotiation, preparation, or delivery of the Credit Agreement and the other Loan Documents, or delivered thereunder or in connection therewith (including the Confidential Information Memorandum, management presentations, and financial models), when taken as a whole, are true, complete, and correct in all material respects as of the date such information was furnished and do not contain any material misstatement of fact or omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

11.2. Without limiting the foregoing, the undersigned confirms that:

(a) The audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2024, prepared by Whitfield & Associates, CPAs, LLP, with an unqualified (clean) audit opinion issued by James T. Whitfield, CPA, engagement partner, fairly present in all material respects the consolidated financial position, results of operations, and cash flows of the Borrower and its Subsidiaries as of such date and for the period then ended, in conformity with GAAP applied on a consistent basis.

(b) The unaudited interim consolidated financial statements of the Borrower and its Subsidiaries as of and for the fiscal quarter ended March 31, 2025, certified by the Chief Financial Officer of the Borrower, fairly present in all material respects the consolidated financial position, results of operations, and cash flows of the Borrower and its Subsidiaries as of such date and for the period then ended (subject to normal year-end audit adjustments and the absence of footnotes), in conformity with GAAP applied on a consistent basis.

11.3. With respect to any projections and forward-looking financial information delivered to the Administrative Agent or any Lender, the undersigned certifies that such projections and information were prepared in good faith based on assumptions believed to be reasonable at the time of preparation, it being understood that such projections are not a guarantee of future performance and that actual results may differ materially from projected results.

SCHEDULE 1

FINANCIAL COVENANT COMPLIANCE CALCULATIONS

(As of the Closing Date (targeted June 30, 2025), on a Pro Forma Basis)

Schedule 1(a): Maximum Total Net Leverage Ratio Calculation

Note: For purposes of this illustrative calculation, the Total Net Leverage Ratio of 4.07x is calculated using Consolidated Total Net Debt of $157,500,000 (comprising $112,500,000 under the Existing First Lien Term Loan and $45,000,000 under the Facility, net of $4,800,000 in unrestricted cash, with capital lease obligations of $4,800,000 included in Total Funded Indebtedness). Covenant headroom of 0.68x represents approximately $26,316,000 of additional debt capacity at current EBITDA levels.

Schedule 1(b): Minimum Interest Coverage Ratio Calculation

¹ Pro forma Consolidated Cash Interest Expense is calculated as follows: (a) Existing First Lien Term Loan: $112,500,000 × (Term SOFR of 4.33% + 3.75%) = $112,500,000 × 8.08% = $9,090,000; (b) New Revolving Credit Facility (assuming full draw): $45,000,000 × (Term SOFR of 4.33% + 3.25% + 0.10% CSA) = $45,000,000 × 7.68% = $3,456,000; (c) Capital lease interest component: approximately $694,000; Total: $13,240,000 (rounded). Term SOFR rate of 4.33% is the one-month Term SOFR rate as of June 27, 2025 (the most recent Business Day preceding the Closing Date).

Schedule 1(c): Maximum Tooling Capex

² The actual unused Tooling Capex from FY 2024 was $12,500,000 ($55,000,000 limit minus $42,500,000 actually incurred); the carryforward is capped at 15% of $55,000,000 = $8,250,000. Actual carryforward of $6,375,000 reflects the lesser of the unused amount and the carryforward cap, as adjusted for certain FY 2024 reclassifications approved by the Administrative Agent.

Schedule 1(d): Minimum Liquidity

Note: If an initial draw is made under the Facility on the Closing Date, total Liquidity will be adjusted accordingly, but will remain substantially in excess of the $12,500,000 minimum requirement given the Borrower's cash position and the size of the Facility.

SIGNATURE

IN WITNESS WHEREOF, the undersigned intends to execute this Officer's Closing Certificate as of the Closing Date, in her capacity as Chief Financial Officer of Vantage Mobility Systems Corp. and not in her individual capacity.

VANTAGE MOBILITY SYSTEMS CORP.

By: ________

Name: Linda S. Nakamura

Title: Chief Financial Officer

Date: ____

ADDRESSEES / DISTRIBUTION

This Officer's Closing Certificate is delivered to, and may be relied upon by, the following parties:

Pinnacle National Bank, N.A. as Administrative Agent and Collateral Agent 311 South Wacker Drive, Suite 3200 Chicago, Illinois 60606

Attention: Catherine D. Forsythe, Managing Director, Leveraged Finance

Attention: Alan Rutherford, Senior Vice President

Great Lakes Commercial Lending Corp. as Lender 200 Renaissance Center, Suite 1800 Detroit, Michigan 48243

Attention: Robert Shin, Vice President, Middle Market Lending

Ironbridge Capital Finance, LLC as Lender 1251 Avenue of the Americas, 34th Floor New York, New York 10020

Attention: Vanessa Kwok, Director, Sponsor Finance

Copy to:

Calderwood & Harkness LLP Counsel to the Borrower 425 Park Avenue, 31st Floor New York, New York 10022

Attention: Claudia Merritt, Partner

Attention: Marcus Leung, Partner

Hargrove, Stein & Calloway LLP Counsel to the Administrative Agent and the Lenders One Liberty Plaza, 43rd Floor New York, New York 10006

Attention: Richard Ellsworth, Partner

Attention: Diana Marchetti, Partner

Test Period	Maximum Total Net Leverage Ratio
Closing Date through Q4 2025	4.75 to 1.00
Q1 2026 through Q4 2026	4.25 to 1.00
Q1 2027 and thereafter	3.75 to 1.00
Line	Description	Amount
(1)	Existing First Lien Term Loan	$112,500,000
(2)	Revolving Credit Facility (pro forma full draw)	$45,000,000
(3)	Capital Lease Obligations	$4,800,000
(4)	Other Funded Indebtedness	$0
(5)	Total Funded Indebtedness (sum of lines 1–4)	$162,300,000
(6)	Less: Unrestricted Cash and Cash Equivalents (subject to $15,000,000 netting cap)	($4,800,000)
(7)	Consolidated Total Net Debt (line 5 minus line 6)	$157,500,000
(8)	Consolidated EBITDA (trailing four quarters ended December 31, 2024)	$38,700,000
(9)	Total Net Leverage Ratio (line 7 ÷ line 8)	4.07x
(10)	Covenant Maximum (Closing Date through Q4 2025)	4.75x
(11)	Compliance	Yes (4.07x < 4.75x)
Line	Description	Amount
(1)	Consolidated EBITDA (trailing four quarters ended December 31, 2024)	$38,700,000
(2)	Consolidated Cash Interest Expense (pro forma, annualized)¹	$13,240,000
(3)	Interest Coverage Ratio (line 1 ÷ line 2)	2.92x
(4)	Covenant Minimum	2.50x
(5)	Compliance	Yes (2.92x > 2.50x)
Line	Description	Amount
(1)	Tooling Capex incurred YTD (FY 2025 through June 30, 2025)	$22,150,000
(2)	Carryforward from FY 2024 (15% × $55,000,000 = $8,250,000; actual unused: $12,500,000; capped at $8,250,000)	$6,375,000²

(3)	Annual Covenant Limit	$55,000,000
(4)	Total Available (line 3 + line 2)	$61,375,000
(5)	Remaining Availability (line 4 − line 1)	$39,225,000
(6)	Compliance	Yes
Line	Description	Amount
(1)	Unrestricted Cash and Cash Equivalents (as of the Closing Date, pro forma)	$8,600,000
(2)	Available (Undrawn) Revolving Commitments under the Facility	$45,000,000
(3)	Total Liquidity (line 1 + line 2)	$53,600,000
(4)	Covenant Minimum	$12,500,000
(5)	Compliance	Yes ($53,600,000 > $12,500,000)

OFFICER'S CLOSING CERTIFICATE
Form of certificate to be delivered pursuant to Section 4.01 of the Credit Agreement
Credit Agreement (in substantially final form, to be dated as of the Closing Date) (the "Credit Agreement"), among
VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation (the "Borrower"),
the Subsidiary Guarantors party thereto,
PINNACLE NATIONAL BANK, N.A., as Administrative Agent, Collateral Agent, Issuing Lender, and Swing Line Lender,
and
GREAT LAKES COMMERCIAL LENDING CORP. and IRONBRIDGE CAPITAL FINANCE, LLC, as Lenders (collectively with the Administrative Agent, the "Lenders")
$45,000,000 Senior Secured Revolving Credit Facility
Date: to be dated as of the Closing Date (targeted June 30, 2025)
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
INTRODUCTORY RECITALS
The undersigned, Linda S. Nakamura, in her capacity as Chief Financial Officer of Vantage Mobility Systems Corp., a corporation duly incorporated and existing under the laws of the State of Delaware ("VMS" or the "Borrower"), and not in any individual capacity, hereby certifies to Pinnacle National Bank, N.A. ("Pinnacle"), in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement, and to each of the Lenders party to the Credit Agreement, as follows:
This Officer's Closing Certificate (this "Certificate") is to be delivered at Closing in satisfaction of the conditions precedent to the effectiveness of the Credit Agreement and the initial extensions of credit thereunder, as set forth in Section 4.01 of the Credit Agreement. The delivery of this Certificate is a condition to the obligation of the Lenders to make the initial Loans and the obligation of the Issuing Lender to issue the initial Letters of Credit, if any, on the Closing Date.
The undersigned is a duly authorized officer of the Borrower, has been designated by the Board of Directors of the Borrower to execute and deliver this Certificate, and is familiar with the transactions contemplated by the Credit Agreement and the other Loan Documents. In connection with the preparation and delivery of this Certificate, the undersigned has made or caused to be made such examinations, investigations, and inquiries, including a review of the books and records of the Borrower and its Subsidiaries, consultation with officers and employees of the Borrower, and review of applicable legal and financial documentation, as the undersigned has deemed necessary and appropriate to certify the matters set forth herein.
The Borrower's principal executive offices and headquarters are located at 4100 Industrial Parkway, Auburn Hills, Michigan 48326. The Borrower is incorporated in the State of Delaware, with its registered agent for service of process being Capitol Registered Agents, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The Borrower's federal employer identification number is 38-4271956.
The undersigned hereby certifies and confirms the following:
SECTION 1: REPRESENTATIONS AND WARRANTIES
1.1. The undersigned hereby certifies that each of the representations and warranties made by the Borrower and each Subsidiary Guarantor (namely, VMS Tooling Solutions, LLC, a Michigan limited liability company, VMS Precision Machining, Inc., a Delaware corporation, and VMS Die Cast Technologies, LLC, a Michigan limited liability company) in Article V of the Credit Agreement and in each other Loan Document to which any such Person is a party is true and correct in all material respects on and as of the Closing Date (targeted June 30, 2025), with the same force and effect as though made on and as of such date. To the extent that any such representation or warranty is qualified by reference to "materiality," "Material Adverse Effect," or any similar qualifier, such representation or warranty is true and correct in all respects (after giving effect to any such qualification) on and as of the Closing Date.
1.2. The foregoing certification is made with the understanding that certain representations and warranties contained in the Credit Agreement and the other Loan Documents specifically relate to an earlier date. With respect to each such representation or warranty, the undersigned hereby certifies that such representation or warranty was true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date.
1.3. Without limiting the generality of the foregoing, the undersigned hereby confirms that the representations and warranties set forth in the Guarantee and Collateral Agreement (in substantially final form, to be dated as of the Closing Date), among the Borrower, the Subsidiary Guarantors, and Pinnacle National Bank, N.A., as Collateral Agent (the "Guarantee and Collateral Agreement"), are true and correct in all material respects on and as of the Closing Date, including without limitation all representations and warranties relating to the ownership, perfection, and priority of the security interests granted thereunder.
1.4. The undersigned further confirms that the representations and warranties contained in the Intercreditor Agreement (in substantially final form, to be dated as of the Closing Date), among Pinnacle National Bank, N.A. (in its capacity as agent under the Credit Agreement) and Pinnacle National Bank, N.A. (in its capacity as administrative agent under the Existing Credit Agreement), acknowledged and agreed to by the Borrower and each Subsidiary Guarantor (the "Intercreditor Agreement"), are true and correct in all material respects on and as of the Closing Date.
SECTION 2: NO DEFAULT OR EVENT OF DEFAULT
2.1. The undersigned hereby certifies that no Default or Event of Default (as each such term is defined in the Credit Agreement) has occurred and is continuing as of the Closing Date, nor would any Default or Event of Default result from the consummation of the transactions contemplated to occur on the Closing Date, including, without limitation, the effectiveness of the Credit Agreement, the execution and delivery of the Loan Documents, the granting of the security interests contemplated by the Guarantee and Collateral Agreement, and any initial borrowing under the $45,000,000 Senior Secured Revolving Credit Facility established pursuant to the Credit Agreement (the "Facility").
2.2. The undersigned further certifies and confirms that no default or event of default exists, or would exist after giving effect to the transactions contemplated on the Closing Date, under:
(a) the Existing Credit Agreement, dated as of March 15, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), among the Borrower, Pinnacle National Bank, N.A., as administrative agent, and the lenders party thereto, providing for a first lien term loan facility with an outstanding principal balance of $112,500,000 as of March 31, 2025; or
(b) any other Material Agreement (as defined in the Credit Agreement) or any other material agreement, instrument, indenture, or undertaking to which the Borrower or any Subsidiary Guarantor is a party or by which any of them or any of their respective properties or assets may be bound or affected.
2.3. Without limiting the foregoing, the undersigned confirms that the Borrower and each Subsidiary Guarantor are current on all payment obligations arising under the Existing Credit Agreement and that no notice of default or event of default has been received from any lender, agent, or other party under the Existing Credit Agreement or any other material financing arrangement.
SECTION 3: SATISFACTION OF CONDITIONS PRECEDENT
3.1. The undersigned hereby certifies that all conditions precedent to the effectiveness of the Credit Agreement and to the initial extensions of credit thereunder, as set forth in Section 4.01 of the Credit Agreement, have been satisfied or waived in writing by the Required Lenders (or, where applicable, all Lenders) on or prior to the Closing Date. Without limiting the generality of the foregoing, the following conditions precedent have been satisfied:
(a) Execution and Delivery of Loan Documents. The Credit Agreement and all other Loan Documents have been duly executed and delivered by each party thereto, including without limitation the Guarantee and Collateral Agreement, the Intercreditor Agreement, and the Sponsor Limited Guarantee. Each such document has been executed in sufficient counterparts for distribution to all parties entitled to receive an original or conformed copy thereof.
(b) Borrower's Counsel Legal Opinion. The legal opinion of Calderwood & Harkness LLP, counsel to the Borrower and the Subsidiary Guarantors, to be dated as of the Closing Date and addressed to the Administrative Agent and each of the Lenders, is to be delivered at Closing. Such opinion covers, among other matters, the due organization and valid existence of the Borrower and each Subsidiary Guarantor, the corporate and limited liability company authorization of the transactions contemplated by the Loan Documents, the enforceability of the Loan Documents under the laws of the State of New York, the perfection of security interests under Article 9 of the Uniform Commercial Code as in effect in the State of Delaware and the State of Michigan, and the absence of conflicts with applicable law, organizational documents, and material contractual obligations.
(c) Agent's and Lenders' Counsel Legal Opinion. The legal opinion of Hargrove, Stein & Calloway LLP, counsel to the Administrative Agent and the Lenders, to be dated as of the Closing Date and addressed to the Administrative Agent and each of the Lenders, is to be delivered at Closing. Such opinion covers such matters as the Administrative Agent and the Required Lenders have reasonably requested.
(d) UCC Financing Statements. UCC-1 financing statements naming the Borrower and each Subsidiary Guarantor, as applicable, as debtor and Pinnacle National Bank, N.A., as Collateral Agent, as secured party, have been filed with the Delaware Secretary of State (with respect to the Borrower and VMS Precision Machining, Inc.) and with the Michigan Department of State (with respect to VMS Tooling Solutions, LLC and VMS Die Cast Technologies, LLC), in each case covering all assets constituting personal property collateral as described in the Guarantee and Collateral Agreement. Copies of file-stamped financing statements or filing confirmations have been delivered to the Administrative Agent.
(e) IP Security Agreements. intellectual property security agreements covering the patents, patent applications, trademarks, trademark applications, and registered copyrights of the Borrower and each Subsidiary Guarantor that owns registerable intellectual property have been executed and delivered, and the same have been filed (or are in the process of being filed) with the United States Patent and Trademark Office and, to the extent applicable, the United States Copyright Office, in each case to perfect the Collateral Agent's security interest in such intellectual property.
(f) Deposit Account Control Agreements. A deposit account control agreement among the Borrower, Lakeshore Trust Company (with respect to the Borrower's primary operating account ending in 7841), and Pinnacle National Bank, N.A., as Collateral Agent, has been duly executed and delivered, establishing the Collateral Agent's "control" (within the meaning of Section 9-104 of the Uniform Commercial Code) over such deposit account.
(g) Intercreditor Agreement. The Intercreditor Agreement among Pinnacle National Bank, N.A. (in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement) and Pinnacle National Bank, N.A. (in its capacity as administrative agent and collateral agent under the Existing Credit Agreement), setting forth the relative rights, priorities, and remedies of the secured parties under the Credit Agreement and the Existing Credit Agreement, respectively, has been duly executed and delivered by the parties thereto, and acknowledged and agreed to by the Borrower and each Subsidiary Guarantor.
(h) Sponsor Limited Guarantee. The Sponsor Limited Guarantee (in substantially final form, to be dated as of the Closing Date), to be executed by Ridgecrest Automotive Holdings, LLC, a Delaware limited liability company and the direct parent holding company of the Borrower, guaranteeing the Obligations under the Credit Agreement in an amount not to exceed $5,000,000, has been duly executed and delivered to the Administrative Agent.
(i) Evidence of Insurance. Evidence of insurance has been delivered to the Administrative Agent and the Collateral Agent demonstrating that all insurance required to be maintained pursuant to Section 6.07 of the Credit Agreement is in full force and effect. Such evidence includes a certificate of insurance and, where applicable, endorsements from Northland Mutual Insurance Co. under policy number NMI-2025-041876, reflecting minimum coverage of $50,000,000 per occurrence, and naming Pinnacle National Bank, N.A., as Collateral Agent, as additional insured and loss payee as its interests may appear.
(j) Secretary's Certificates. A Secretary's Certificate (or equivalent officer's certificate) of each of the Borrower and each Subsidiary Guarantor has been delivered to the Administrative Agent, attaching thereto certified copies of (i) the certificate of incorporation or certificate of formation (or equivalent organizational document) of such Person, (ii) the bylaws or operating agreement (or equivalent governing document) of such Person, as currently in effect, (iii) resolutions of the board of directors, managers, or members, as applicable, of such Person authorizing the execution, delivery, and performance of the Loan Documents to which such Person is a party, and (iv) an incumbency certificate identifying each officer or authorized representative of such Person who is authorized to execute and deliver Loan Documents and other notices, certificates, and instruments on behalf of such Person, together with specimen signatures of such Persons.
(k) Good Standing Certificates. Certificates of good standing (or equivalent certificates of status) have been delivered with respect to the Borrower and each Subsidiary Guarantor, in each case dated within thirty (30) days of the Closing Date, from (i) the Delaware Secretary of State (with respect to the Borrower and VMS Precision Machining, Inc.), and (ii) the Michigan Department of Licensing and Regulatory Affairs (with respect to VMS Tooling Solutions, LLC, VMS Die Cast Technologies, LLC, and the Borrower, as a foreign corporation qualified to transact business in the State of Michigan).
(l) Payment of Fees and Expenses. All fees, costs, and expenses required to be paid on or before the Closing Date pursuant to the Credit Agreement, the Fee Letter, and the Engagement Letter have been paid in full, including without limitation: (i) the upfront fee in the amount of $450,000, payable ratably to the Lenders; (ii) the arrangement fee in the amount of $125,000, payable to Pinnacle National Bank, N.A., in its capacity as Sole Lead Arranger; and (iii) the annual administrative agent fee in the amount of $75,000, payable to Pinnacle National Bank, N.A., in its capacity as Administrative Agent. In addition, all reasonable and documented out-of-pocket fees and expenses of counsel to the Administrative Agent (Hargrove, Stein & Calloway LLP) incurred through the Closing Date and invoiced at least two (2) Business Days prior to the Closing Date have been paid or will be paid on the Closing Date from the proceeds of the initial borrowing under the Facility.
SECTION 4: NO MATERIAL ADVERSE EFFECT
4.1. The undersigned hereby certifies that since December 31, 2024 (the date of the most recent audited financial statements of the Borrower, as audited by Whitfield & Associates, CPAs, LLP), there has been no event, circumstance, development, change, effect, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on:
(a) the business, operations, properties, assets, liabilities (actual or contingent), financial condition, or results of operations of the Borrower and its Subsidiaries, taken as a whole;
(b) the ability of the Borrower or any Subsidiary Guarantor to perform any of its material obligations under the Credit Agreement, the Guarantee and Collateral Agreement, or any other Loan Document to which it is a party; or
(c) the rights and remedies of the Administrative Agent, the Collateral Agent, or any Lender under the Credit Agreement, the Guarantee and Collateral Agreement, or any other Loan Document, including the validity, enforceability, or priority of the Liens created by the Guarantee and Collateral Agreement and the related security documents.
4.2. For purposes of the foregoing certification, the undersigned has utilized, as the baseline reference point, the audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2024, which reflected consolidated revenue of $218,400,000, consolidated EBITDA (as defined in the Credit Agreement) of $38,700,000, and consolidated total assets of $289,300,000. The undersigned confirms that there has been no material deterioration in the financial condition, business, or prospects of the Borrower and its Subsidiaries from the condition reflected in such audited financial statements.
SECTION 5: PRO FORMA COMPLIANCE WITH FINANCIAL COVENANTS
5.1. The undersigned hereby certifies that, as of the Closing Date and after giving pro forma effect to the transactions contemplated to occur on the Closing Date (including the effectiveness of the Credit Agreement, any initial borrowings under the Facility, the payment of all fees, costs, and expenses described in Section 3.1(l) above, and the incurrence of all other indebtedness contemplated to be incurred on the Closing Date), the Borrower is in compliance with each of the financial covenants set forth in Section 7.01 of the Credit Agreement. Detailed calculations supporting such compliance are set forth in Schedule 1 attached hereto and incorporated herein by reference. A summary of such compliance is provided below.
5.1.1 Maximum Total Net Leverage Ratio
The Credit Agreement requires that the Total Net Leverage Ratio (defined as the ratio of Consolidated Total Net Debt to Consolidated EBITDA) shall not exceed the following levels for the following periods:
As of the Closing Date, giving pro forma effect to all transactions described above (and assuming, for conservatism, a full draw of the $45,000,000 Revolving Credit Facility), the Total Net Leverage Ratio is calculated as follows:
Consolidated Total Net Debt is comprised of all funded indebtedness plus capital lease obligations, minus unrestricted cash and cash equivalents (subject to a netting cap of $15,000,000 as specified in the Credit Agreement):
•  Existing First Lien Term Loan outstanding: $112,500,000
•  Revolving Credit Facility (assuming full draw): $45,000,000
•  Capital lease obligations outstanding: $4,800,000
•  Total Funded Indebtedness and Capital Leases: $162,300,000
•  Less: Unrestricted cash and cash equivalents (subject to $15,000,000 netting cap): ($4,800,000)
•  Consolidated Total Net Debt: $157,500,000
Consolidated EBITDA (trailing four fiscal quarters ended December 31, 2024, as reported in the audited financial statements): $38,700,000
Pro Forma Total Net Leverage Ratio: $157,500,000 ÷ $38,700,000 = 4.07x
Covenant Maximum (Closing Date through Q4 2025): 4.75x
Result: 4.07x is less than the covenant maximum of 4.75x — IN COMPLIANCE
Covenant Headroom: 4.75x − 4.07x = 0.68x, equivalent to approximately $26,316,000 of incremental Consolidated Total Net Debt capacity (at current EBITDA levels) before triggering a covenant breach.
5.1.2 Minimum Interest Coverage Ratio
The Credit Agreement requires that the Interest Coverage Ratio (defined as the ratio of Consolidated EBITDA to Consolidated Cash Interest Expense) shall at all times be not less than 2.50 to 1.00.
Consolidated EBITDA: $38,700,000 (FYE December 31, 2024, audited)
Consolidated Cash Interest Expense (calculated on a pro forma basis reflecting the existing First Lien Term Loan at a blended interest rate of Term SOFR + 375 basis points and the Revolving Credit Facility at Term SOFR + 325 basis points, with a 10 basis point credit spread adjustment as provided in the Credit Agreement): As set forth in detail in Schedule 1(b) attached hereto, pro forma Consolidated Cash Interest Expense is $13,240,000.
Interest Coverage Ratio: $38,700,000 ÷ $13,240,000 = 2.92x
Covenant Minimum: 2.50x
Result: 2.92x exceeds the covenant minimum of 2.50x — IN COMPLIANCE
5.1.3 Maximum Tooling Capex
The Credit Agreement requires that Tooling Capital Expenditures in any fiscal year shall not exceed $55,000,000, with the Borrower having the right to carry forward up to 15% of any unused amount from the immediately preceding fiscal year (i.e., up to $8,250,000) to the immediately succeeding fiscal year.
Fiscal Year 2025 Tooling Capex incurred through June 30, 2025: $22,150,000
Carryforward from Fiscal Year 2024 (15% of unused FY 2024 Tooling Capex allowance): $6,375,000
Total Available Annual Limit: $55,000,000 + $6,375,000 = $61,375,000
Remaining Availability: $61,375,000 − $22,150,000 = $39,225,000
Result: YTD Tooling Capex of $22,150,000 is within the covenant limit of $61,375,000 — IN COMPLIANCE
5.1.4 Minimum Liquidity
The Credit Agreement requires that the Borrower shall at all times maintain minimum Liquidity (defined as the sum of unrestricted cash and cash equivalents plus available and undrawn revolving commitments under the Facility) of not less than $12,500,000.
Unrestricted Cash and Cash Equivalents (as of the Closing Date, after giving pro forma effect to payment of all closing fees and expenses): $8,600,000
Available (Undrawn) Revolving Commitments: $45,000,000 (assuming no initial draw on the Closing Date; or, if an initial draw is made, such lesser amount as reflects the undrawn commitments after such draw)
Total Liquidity: $8,600,000 + $45,000,000 = $53,600,000
Covenant Minimum: $12,500,000
Result: Total Liquidity of $53,600,000 significantly exceeds the covenant minimum of $12,500,000 — IN COMPLIANCE
SECTION 6: SOLVENCY CERTIFICATE
6.1. The undersigned, in her capacity as Chief Financial Officer and the principal financial officer of the Borrower, hereby certifies that she is familiar with the financial condition of the Borrower and its Subsidiaries. In connection with the certifications set forth in this Section 6, the undersigned has undertaken such review as she has deemed appropriate, including a review of the consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2024, the interim unaudited financial statements as of and for the quarter ended March 31, 2025, projected financial performance and cash flow forecasts, existing and anticipated liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities), and the terms and conditions of the Credit Agreement and the other Loan Documents.
6.2. Based on such review, and after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents on the Closing Date (including the incurrence of indebtedness under the Facility, the repayment of any indebtedness contemplated to be repaid on the Closing Date, the granting of the security interests and guarantees contemplated by the Guarantee and Collateral Agreement, and the payment of all fees, costs, and expenses in connection therewith), the undersigned hereby certifies, as of the Closing Date, as follows:
(a) Fair Value Test. The fair value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, exceeds the total amount of their liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities). For reference, the total consolidated assets of the Borrower and its Subsidiaries were $289,300,000 as of December 31, 2024 (per the audited financial statements), and total pre-Facility indebtedness was comprised of $112,500,000 outstanding under the Existing First Lien Term Loan and $4,800,000 in capital lease obligations. The fair value of the assets of the Borrower and its Subsidiaries, taking into account the going-concern value of the business, intellectual property, customer relationships, and other intangible assets, exceeds the aggregate of all liabilities by a material margin.
(b) Present Fair Salable Value Test. The present fair salable value of the assets of the Borrower and its Subsidiaries, on a consolidated basis, is greater than the total amount of their liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities) as such liabilities become absolute and matured. The undersigned has considered the orderly liquidation value of the tangible and intangible assets of the Borrower and its Subsidiaries and has concluded that such value exceeds the total amount of all liabilities as they become absolute and matured.
(c) Ability to Pay Debts. The Borrower and its Subsidiaries, on a consolidated basis, are able to pay their debts and other liabilities (including trade payables, funded indebtedness, capital lease obligations, and contingent liabilities) as such debts and liabilities become absolute and matured in the ordinary course of business. The Borrower and its Subsidiaries have adequate cash flow from operations, combined with the availability under the Facility, to meet all of their payment obligations as they come due.
(d) Adequate Capital. The Borrower and its Subsidiaries, on a consolidated basis, do not have unreasonably small capital with which to conduct their businesses as currently conducted and as proposed to be conducted following the Closing Date. The capitalization of the Borrower and its Subsidiaries, taking into account the equity invested by Ridgecrest Automotive Holdings, LLC and management, retained earnings, and the credit facilities available to the Borrower, is adequate for the operation of the business as currently conducted and as reasonably anticipated to be conducted.
(e) No Intent to Hinder, Delay, or Defraud. The Borrower has not incurred, and does not intend to incur, debts beyond its ability to pay such debts as they mature. The Borrower is not entering into the transactions contemplated by the Credit Agreement and the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of the Borrower or any of its Subsidiaries. The transactions contemplated by the Loan Documents are being entered into in good faith and for legitimate business purposes, and the Borrower will receive reasonably equivalent value in exchange for the obligations incurred thereunder.
SECTION 7: ORGANIZATIONAL MATTERS
7.1. The undersigned hereby confirms that the Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is duly qualified and authorized to transact business as a foreign corporation in the State of Michigan. The Borrower's federal employer identification number is 38-4271956. The Borrower possesses all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as currently conducted, and to execute, deliver, and perform its obligations under the Credit Agreement and each other Loan Document to which it is a party.
7.2. The undersigned further confirms that each of the following Subsidiary Guarantors is duly organized, validly existing, and in good standing under the laws of its respective jurisdiction of organization, and possesses all requisite organizational power and authority to own and operate its properties, to carry on its business as currently conducted, and to execute, deliver, and perform its obligations under the Guarantee and Collateral Agreement and each other Loan Document to which it is a party:
(a) VMS Tooling Solutions, LLC — a limited liability company duly organized and existing under the laws of the State of Michigan; federal employer identification number 38-5618294. VMS Tooling Solutions, LLC is a wholly-owned subsidiary of the Borrower.
(b) VMS Precision Machining, Inc. — a corporation duly incorporated and existing under the laws of the State of Delaware; federal employer identification number 20-8734561. VMS Precision Machining, Inc. is a wholly-owned subsidiary of the Borrower and is duly qualified to transact business as a foreign corporation in the State of Michigan.
(c) VMS Die Cast Technologies, LLC — a limited liability company duly organized and existing under the laws of the State of Michigan; federal employer identification number 38-6091473. VMS Die Cast Technologies, LLC is a wholly-owned subsidiary of the Borrower.
7.3. The undersigned further confirms that VMS de México, S. de R.L. de C.V. (Registro Federal de Contribuyentes: VME150312AB9) is a sociedad de responsabilidad limitada de capital variable duly organized and existing under the laws of the United Mexican States and is a wholly-owned subsidiary of the Borrower. In accordance with Section 6.14 of the Credit Agreement and the terms of the Guarantee and Collateral Agreement, 65% of the voting equity interests (partes sociales with voting rights) in VMS de México, S. de R.L. de C.V. have been pledged to the Collateral Agent for the benefit of the Secured Parties. VMS de México, S. de R.L. de C.V. is not a Subsidiary Guarantor under the Credit Agreement.
SECTION 8: SUBSIDIARY AND OWNERSHIP CONFIRMATION
8.1. The undersigned hereby confirms the following with respect to the corporate ownership structure of the Borrower and its Subsidiaries:
(a) Ridgecrest Automotive Holdings, LLC ("RAH"; federal employer identification number 84-3965012), a limited liability company organized and existing under the laws of the State of Delaware, is the direct parent holding company of the Borrower and holds 87.2% of the issued and outstanding equity interests in the Borrower.
(b) Management rollover equity, held by certain current and former members of management of the Borrower and its Subsidiaries pursuant to the Management Stockholders' Agreement, dated as of September 1, 2021, constitutes the remaining 12.8% of the issued and outstanding equity interests in the Borrower.
(c) RAH is the sole member and equity holder of the Borrower (other than the management rollover equity holders). RAH's equity interests in the Borrower are held indirectly through Ridgecrest Capital Partners Fund IV, LP, a Delaware limited partnership (vintage year 2021; aggregate committed capital of $2,800,000,000). Ridgecrest Capital Partners Fund IV, LP is managed by its general partner, Ridgecrest Capital Partners GP IV, LLC, which is ultimately controlled by Ridgecrest Capital Partners, LP (the "Sponsor").
(d) The Sponsor's principal offices are located at 600 Lexington Avenue, 28th Floor, New York, New York 10022. Thomas Hadley, Managing Partner of the Sponsor, serves as Chairman of the Board of Directors of the Borrower. Natasha Okonkwo, Partner of the Sponsor, serves as a Board Observer with respect to the Borrower.
8.2. A complete list of all direct and indirect subsidiaries of the Borrower as of the Closing Date, together with their respective jurisdictions of organization, ownership percentages, and federal employer identification numbers (or equivalent foreign tax identification numbers), is set forth in Schedule 5.14 to the Credit Agreement. The undersigned hereby confirms that such Schedule is true, correct, and complete in all material respects as of the Closing Date.
SECTION 9: EXISTING INDEBTEDNESS CONFIRMATION
9.1. The undersigned hereby confirms that the following constitutes a complete and accurate description of all material existing funded indebtedness of the Borrower and its Subsidiaries as of the Closing Date:
(a) Existing First Lien Term Loan. The Borrower is party to that certain Credit Agreement, dated as of March 15, 2022 (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), among the Borrower, Pinnacle National Bank, N.A., as administrative agent, and the lenders from time to time party thereto, pursuant to which the Borrower incurred a first lien term loan facility in an original principal amount of $130,000,000. As of the Closing Date, the outstanding principal balance under the Existing Credit Agreement is $112,500,000, reflecting $17,500,000 of scheduled amortization payments made through the date hereof. The maturity date of the Existing First Lien Term Loan is March 15, 2028. Interest accrues at a rate per annum equal to Term SOFR plus 375 basis points (with customary SOFR adjustment). The Existing Credit Agreement contains, among other provisions, a Maximum Total Net Leverage Ratio covenant of 5.00 to 1.00 and a Minimum Interest Coverage Ratio covenant of 2.00 to 1.00.
(b) Capital Leases. As of March 31, 2025, the Borrower and its Subsidiaries had outstanding capital lease obligations in the aggregate amount of $4,800,000, relating primarily to manufacturing equipment and tooling used in the ordinary course of the Borrower's business.
(c) No Other Material Funded Indebtedness. Other than the Existing First Lien Term Loan, the capital lease obligations described above, and the indebtedness to be incurred under the new Facility, neither the Borrower nor any of its Subsidiaries has any other material funded indebtedness outstanding as of the Closing Date.
(d) New Facility. On the Closing Date, the Borrower is to enter into the Credit Agreement (in substantially final form, to be dated as of the Closing Date), providing for a $45,000,000 aggregate revolving credit facility. The Facility supplements (and does not refinance or replace) the Existing First Lien Term Loan, and the relative priorities and rights of the secured parties under the Credit Agreement and the Existing Credit Agreement are governed by the Intercreditor Agreement.
SECTION 10: INSURANCE CONFIRMATION
10.1. The undersigned hereby confirms that all insurance required to be maintained by the Borrower and its Subsidiaries pursuant to Section 6.07 of the Credit Agreement is in full force and effect as of the Closing Date. The Borrower and its Subsidiaries maintain comprehensive general liability, property, business interruption, and other insurance coverage in amounts and with carriers consistent with the requirements of the Credit Agreement and customary for companies of similar size operating in the automotive components manufacturing industry.
10.2. The primary insurance carrier is Northland Mutual Insurance Co., and the applicable policy number is NMI-2025-041876. Such policy provides minimum coverage of $50,000,000 per occurrence, with aggregate limits and deductibles as set forth in the insurance certificates delivered to the Administrative Agent. Pinnacle National Bank, N.A., as Collateral Agent for the benefit of the Secured Parties, has been named as additional insured and loss payee as its interests may appear on all applicable policies, as required by the Credit Agreement and the Guarantee and Collateral Agreement.
10.3. The Borrower has delivered, or caused to be delivered, to the Administrative Agent certificates of insurance and, where required, endorsements evidencing the foregoing insurance coverage, including compliance with the lender loss payee and additional insured requirements of the Credit Agreement.
SECTION 11: ACCURACY OF INFORMATION
11.1. The undersigned hereby certifies that all information, reports, financial statements, projections, pro forma financial information, and other materials and data furnished by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent, the Collateral Agent, or any Lender in connection with the negotiation, preparation, or delivery of the Credit Agreement and the other Loan Documents, or delivered thereunder or in connection therewith (including the Confidential Information Memorandum, management presentations, and financial models), when taken as a whole, are true, complete, and correct in all material respects as of the date such information was furnished and do not contain any material misstatement of fact or omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
11.2. Without limiting the foregoing, the undersigned confirms that:
(a) The audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2024, prepared by Whitfield & Associates, CPAs, LLP, with an unqualified (clean) audit opinion issued by James T. Whitfield, CPA, engagement partner, fairly present in all material respects the consolidated financial position, results of operations, and cash flows of the Borrower and its Subsidiaries as of such date and for the period then ended, in conformity with GAAP applied on a consistent basis.
(b) The unaudited interim consolidated financial statements of the Borrower and its Subsidiaries as of and for the fiscal quarter ended March 31, 2025, certified by the Chief Financial Officer of the Borrower, fairly present in all material respects the consolidated financial position, results of operations, and cash flows of the Borrower and its Subsidiaries as of such date and for the period then ended (subject to normal year-end audit adjustments and the absence of footnotes), in conformity with GAAP applied on a consistent basis.
11.3. With respect to any projections and forward-looking financial information delivered to the Administrative Agent or any Lender, the undersigned certifies that such projections and information were prepared in good faith based on assumptions believed to be reasonable at the time of preparation, it being understood that such projections are not a guarantee of future performance and that actual results may differ materially from projected results.
SCHEDULE 1
FINANCIAL COVENANT COMPLIANCE CALCULATIONS
(As of the Closing Date (targeted June 30, 2025), on a Pro Forma Basis)
Schedule 1(a): Maximum Total Net Leverage Ratio Calculation
Note: For purposes of this illustrative calculation, the Total Net Leverage Ratio of 4.07x is calculated using Consolidated Total Net Debt of $157,500,000 (comprising $112,500,000 under the Existing First Lien Term Loan and $45,000,000 under the Facility, net of $4,800,000 in unrestricted cash, with capital lease obligations of $4,800,000 included in Total Funded Indebtedness). Covenant headroom of 0.68x represents approximately $26,316,000 of additional debt capacity at current EBITDA levels.
Schedule 1(b): Minimum Interest Coverage Ratio Calculation
¹ Pro forma Consolidated Cash Interest Expense is calculated as follows: (a) Existing First Lien Term Loan: $112,500,000 × (Term SOFR of 4.33% + 3.75%) = $112,500,000 × 8.08% = $9,090,000; (b) New Revolving Credit Facility (assuming full draw): $45,000,000 × (Term SOFR of 4.33% + 3.25% + 0.10% CSA) = $45,000,000 × 7.68% = $3,456,000; (c) Capital lease interest component: approximately $694,000; Total: $13,240,000 (rounded). Term SOFR rate of 4.33% is the one-month Term SOFR rate as of June 27, 2025 (the most recent Business Day preceding the Closing Date).
Schedule 1(c): Maximum Tooling Capex
² The actual unused Tooling Capex from FY 2024 was $12,500,000 ($55,000,000 limit minus $42,500,000 actually incurred); the carryforward is capped at 15% of $55,000,000 = $8,250,000. Actual carryforward of $6,375,000 reflects the lesser of the unused amount and the carryforward cap, as adjusted for certain FY 2024 reclassifications approved by the Administrative Agent.
Schedule 1(d): Minimum Liquidity
Note: If an initial draw is made under the Facility on the Closing Date, total Liquidity will be adjusted accordingly, but will remain substantially in excess of the $12,500,000 minimum requirement given the Borrower's cash position and the size of the Facility.
SIGNATURE
IN WITNESS WHEREOF, the undersigned intends to execute this Officer's Closing Certificate as of the Closing Date, in her capacity as Chief Financial Officer of Vantage Mobility Systems Corp. and not in her individual capacity.
VANTAGE MOBILITY SYSTEMS CORP.
By: ________
Name: Linda S. Nakamura
Title: Chief Financial Officer
Date: ____
ADDRESSEES / DISTRIBUTION
This Officer's Closing Certificate is delivered to, and may be relied upon by, the following parties:
Pinnacle National Bank, N.A. as Administrative Agent and Collateral Agent 311 South Wacker Drive, Suite 3200 Chicago, Illinois 60606
Attention: Catherine D. Forsythe, Managing Director, Leveraged Finance
Attention: Alan Rutherford, Senior Vice President
Great Lakes Commercial Lending Corp. as Lender 200 Renaissance Center, Suite 1800 Detroit, Michigan 48243
Attention: Robert Shin, Vice President, Middle Market Lending
Ironbridge Capital Finance, LLC as Lender 1251 Avenue of the Americas, 34th Floor New York, New York 10020
Attention: Vanessa Kwok, Director, Sponsor Finance
Copy to:
Calderwood & Harkness LLP Counsel to the Borrower 425 Park Avenue, 31st Floor New York, New York 10022
Attention: Claudia Merritt, Partner
Attention: Marcus Leung, Partner
Hargrove, Stein & Calloway LLP Counsel to the Administrative Agent and the Lenders One Liberty Plaza, 43rd Floor New York, New York 10006
Attention: Richard Ellsworth, Partner
Attention: Diana Marchetti, Partner
Test Period | Maximum Total Net Leverage Ratio
Closing Date through Q4 2025 | 4.75 to 1.00
Q1 2026 through Q4 2026 | 4.25 to 1.00
Q1 2027 and thereafter | 3.75 to 1.00
Line | Description | Amount
(1) | Existing First Lien Term Loan | $112,500,000
(2) | Revolving Credit Facility (pro forma full draw) | $45,000,000
(3) | Capital Lease Obligations | $4,800,000
(4) | Other Funded Indebtedness | $0
(5) | Total Funded Indebtedness (sum of lines 1–4) | $162,300,000
(6) | Less: Unrestricted Cash and Cash Equivalents (subject to $15,000,000 netting cap) | ($4,800,000)
(7) | Consolidated Total Net Debt (line 5 minus line 6) | $157,500,000
(8) | Consolidated EBITDA (trailing four quarters ended December 31, 2024) | $38,700,000
(9) | Total Net Leverage Ratio (line 7 ÷ line 8) | 4.07x
(10) | Covenant Maximum (Closing Date through Q4 2025) | 4.75x
(11) | Compliance | Yes (4.07x < 4.75x)
Line | Description | Amount
(1) | Consolidated EBITDA (trailing four quarters ended December 31, 2024) | $38,700,000
(2) | Consolidated Cash Interest Expense (pro forma, annualized)¹ | $13,240,000
(3) | Interest Coverage Ratio (line 1 ÷ line 2) | 2.92x
(4) | Covenant Minimum | 2.50x
(5) | Compliance | Yes (2.92x > 2.50x)
Line | Description | Amount
(1) | Tooling Capex incurred YTD (FY 2025 through June 30, 2025) | $22,150,000
(2) | Carryforward from FY 2024 (15% × $55,000,000 = $8,250,000; actual unused: $12,500,000; capped at $8,250,000) | $6,375,000²
(3) | Annual Covenant Limit | $55,000,000
(4) | Total Available (line 3 + line 2) | $61,375,000
(5) | Remaining Availability (line 4 − line 1) | $39,225,000
(6) | Compliance | Yes
Line | Description | Amount
(1) | Unrestricted Cash and Cash Equivalents (as of the Closing Date, pro forma) | $8,600,000
(2) | Available (Undrawn) Revolving Commitments under the Facility | $45,000,000
(3) | Total Liquidity (line 1 + line 2) | $53,600,000
(4) | Covenant Minimum | $12,500,000
(5) | Compliance | Yes ($53,600,000 > $12,500,000)