1007-00001 · Vantage Mobility Systems Corp · Transaction Documents

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Contract analysis Extract to table

dated as of

May 27, 2025

(Draft)

among

VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation, as Borrower,

THE SUBSIDIARY GUARANTORS PARTY HERETO,

PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Issuing Lender, and Swing Line Lender,

THE LENDERS PARTY HERETO,

and

PINNACLE NATIONAL BANK, N.A., as Sole Lead Arranger and Sole Bookrunner

________________________________________

Prepared by:

Calderwood & Harkness LLP 425 Park Avenue, 31st Floor New York, New York 10022

Attention: Claudia Merritt

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ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 — Defined Terms

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

"ABR" means, for any day, a rate per annum equal to the greatest of (a) the rate of interest per annum publicly announced from time to time by the Administrative Agent as its "prime rate" in effect on such day at its principal office in Chicago, Illinois (the "Prime Rate"), (b) the Federal Funds Rate in effect on such day plus 0.50% per annum, and (c) Term SOFR for a one-month Interest Period in effect on such day plus 1.00% per annum; provided that in no event shall the ABR be less than 0.00% per annum (the "ABR Floor"). Any change in the ABR due to a change in the Prime Rate, the Federal Funds Rate, or Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate, or Term SOFR, respectively.

"ABR Loan" means a Loan bearing interest at the ABR plus the Applicable ABR Margin.

"Accordion Facility" has the meaning assigned to such term in Section 2.15. For the avoidance of doubt, the aggregate amount of Incremental Commitments available under the Accordion Facility shall not exceed $15,000,000.

"Adjusted Term SOFR" means, with respect to any Interest Period, Term SOFR for such Interest Period plus the Credit Spread Adjustment of 0.10% (10 basis points) per annum.

"Administrative Agent" means Pinnacle National Bank, National Association, in its capacity as administrative agent for the Lenders under this Agreement and the other Loan Documents, together with its successors and assigns in such capacity.

"Affiliate" means, with respect to any Person, another Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person. For purposes of this definition, "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and "Controlling" and "Controlled" shall have corresponding meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control another Person if the first Person possesses, directly or indirectly, the power to vote 25% or more of the securities or other equity interests having ordinary voting power for the election of directors, managers, or similar governing body of such other Person.

"Aggregate Commitments" means the aggregate amount of the Commitments of all the Lenders, which as of the Closing Date shall be $45,000,000, as such amount may be increased from time to time pursuant to Section 2.15 (Incremental Commitments) or reduced from time to time pursuant to Section 2.06 (Termination or Reduction of Commitments).

"Agreement" means this Credit Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations issued thereunder.

"Applicable Margin" means (i) with respect to SOFR Loans, 3.25% (325 basis points) per annum, and (ii) with respect to ABR Loans, 2.25% (225 basis points) per annum. For the avoidance of doubt, the Applicable ABR Margin is derived as the Applicable SOFR Margin minus 100 basis points.

"Applicable ABR Margin" means 2.25% (225 basis points) per annum.

"Applicable SOFR Margin" means 3.25% (325 basis points) per annum.

"Assignment and Assumption" means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.05), and accepted by the Administrative Agent, substantially in the form of Exhibit C or any other form approved by the Administrative Agent.

"Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended from time to time.

"Benchmark Replacement" has the meaning assigned to such term in Section 1.07.

"Benchmark Replacement Adjustment" has the meaning assigned to such term in Section 1.07.

"Benchmark Transition Event" has the meaning assigned to such term in Section 1.07.

"Beneficial Ownership Certification" means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

"Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230, as amended from time to time.

"Board of Directors" means, with respect to any Person, the board of directors, board of managers, or other governing body of such Person, or if such Person does not have such a body, the Person or Persons that serve in a similar capacity.

"Borrower" means Vantage Mobility Systems Corp., a corporation duly incorporated and validly existing under the laws of the State of Delaware.

"Borrowing Request" means a request for a borrowing of Revolving Loans substantially in the form of Exhibit A attached hereto, duly executed by a Responsible Officer of the Borrower.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in New York, New York or Chicago, Illinois are authorized or required by law to remain closed; provided that, when used in connection with a SOFR Loan or any other determination or calculation relating to SOFR, the term "Business Day" shall also exclude any day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

"Capital Lease Obligations" means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases or finance leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. For the avoidance of doubt, the outstanding Capital Lease Obligations of the Borrower and its Subsidiaries as of March 31, 2025, were approximately $4,800,000, as more fully described in the disclosure schedules hereto.

"Cash Equivalents" means (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, in each case maturing within one year from the date of acquisition thereof, (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-1 from Standard & Poor's or P-1 from Moody's Investors Service, Inc., (c) investments in certificates of deposit, banker's acceptances, and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any state thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000, and (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above.

"Change of Control" means the occurrence of any of the following: (a) the Sponsor (including Ridgecrest Capital Partners, LP and its Affiliates, including Ridgecrest Automotive Holdings, LLC) shall cease to own, directly or indirectly, beneficially and of record, at least 50.1% of the aggregate ordinary voting power represented by the issued and outstanding equity interests of the Borrower; (b) a majority of the seats (other than vacant seats) on the Board of Directors of the Borrower shall at any time be occupied by Persons who were neither (i) nominated by the Board of Directors of the Borrower in office at the time of such nomination nor (ii) appointed or approved by directors so nominated; (c) a "change of control" (or similar event, however denominated) shall occur under and as defined in the Existing Credit Agreement or any document governing any Permitted Indebtedness in an aggregate principal amount in excess of $5,000,000

"Closing Date" means June 30, 2025, or such other date as the Borrower and the Administrative Agent may agree in writing.

"Collateral" means all assets of the Borrower and each Subsidiary Guarantor, whether now owned or hereafter acquired, in which a Lien is granted or purported to be granted pursuant to the Guarantee and Collateral Agreement or any other Loan Document, constituting substantially all assets of VMS and the Subsidiary Guarantors.

"Collateral Agent" means Pinnacle National Bank, National Association, in its capacity as collateral agent for the Secured Parties under the Guarantee and Collateral Agreement and the other Loan Documents, together with its successors and assigns in such capacity.

"Commitment" means, with respect to each Lender, the amount set forth opposite such Lender's name on Schedule 2.01 under the column heading "Commitment," or in the most recent Assignment and Assumption or Incremental Joinder Agreement to which such Lender is a party, as such amount may be reduced from time to time pursuant to Section 2.06 or increased from time to time pursuant to Section 2.15.

"Commitment Fee" means a fee in the amount of per annum on the average daily undrawn portion of each Lender's Commitment, as more fully described in Section 2.09(a), payable quarterly in arrears.

"Compliance Certificate" means a certificate substantially in the form of Exhibit B attached hereto, duly executed by a Responsible Officer of the Borrower.

"Conforming Changes" has the meaning assigned to such term in Section 1.07.

"Consolidated Cash Interest Expense" means, for any period, the aggregate cash interest expense of the Borrower and its Subsidiaries on a consolidated basis for such period determined in accordance with GAAP, including (a) all cash interest paid, accrued, or scheduled to be paid or accrued during such period on the Indebtedness of the Borrower and its Subsidiaries (including the interest component of Capital Lease Obligations), (b) the net amount payable (or minus the net amount receivable) under Swap Contracts during such period, and (c) all commissions, discounts, and other fees and charges owed with respect to letters of credit and bankers' acceptances, but excluding (i) amortization of deferred financing costs, debt issuance costs, commissions, and discounts, (ii) non-cash interest expense attributable to the movement of the mark-to-market valuation of Swap Contracts, and (iii) any one-time financing fees and expenses incurred in connection with the consummation of the transactions contemplated by this Agreement or the Existing Credit Agreement.

"Consolidated EBITDA" means, for any period, Consolidated Net Income for such period plus, without duplication and to the extent deducted (and not added back) in determining Consolidated Net Income for such period, (a) Consolidated Cash Interest Expense, (b) income tax expense, (c) depreciation and amortization expense, (d) any non-cash charges and non-cash losses (excluding any non-cash charge or loss to the extent it represents an accrual of or reserve for cash charges or losses in any future period or the amortization of a prepaid cash charge that was paid in a prior period), (e) fees, costs, and expenses (including legal, accounting, and advisory fees) incurred in connection with this Agreement, the other Loan Documents, and the Existing Credit Agreement, and (f) restructuring charges and non-recurring expenses (including severance costs, facility closure costs, and integration costs), provided that the aggregate amount added back pursuant to this clause (f) shall not exceed of Consolidated EBITDA (before giving effect to any add-backs under this clause (f)) in any trailing four-quarter period (the "EBITDA Add-Back Cap"), minus (g) any non-cash gains (excluding any non-cash gain to the extent it relates to the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period), all determined on a consolidated basis in accordance with GAAP. Consolidated EBITDA shall be subject to customary pro forma adjustments for Permitted Acquisitions and permitted dispositions consummated during the applicable measurement period, calculated as if such acquisition or disposition had occurred on the first day of the applicable measurement period.

"Consolidated Net Income" means, for any period, the net income (or net loss) of the Borrower and its Subsidiaries on a consolidated basis for such period determined in accordance with GAAP.

"Consolidated Total Net Debt" means, as of any date of determination, (a) the aggregate principal amount of all funded Indebtedness of the Borrower and its Subsidiaries outstanding on such date (including the principal amount of loans outstanding under this Agreement and the Existing Credit Agreement) plus (b) the aggregate outstanding Capital Lease Obligations of the Borrower and its Subsidiaries on such date, minus (c) the lesser of (i) the aggregate amount of unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries on such date and (ii) (the "Cash Netting Cap").

"Credit Extension" means each of the following: (a) a Revolving Loan, (b) a Swing Line Loan, and (c) the issuance, amendment, renewal, or extension of a Letter of Credit.

"Credit Spread Adjustment" means 0.10% (10 basis points) per annum, as added to Term SOFR to determine Adjusted Term SOFR.

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

"Default Rate" means the otherwise applicable interest rate plus 2.00% (200 basis points) per annum.

"Disqualified Lender" has the meaning assigned to such term in Section 10.05(e).

"Domestic Subsidiary" means any Subsidiary of the Borrower that is organized under the laws of the United States, any state thereof, or the District of Columbia.

"EBITDA Add-Back Cap" means of Consolidated EBITDA (calculated before giving effect to the add-backs described in clause (f) of the definition of "Consolidated EBITDA") for any trailing four-quarter period.

"Environmental Claims" means any and all administrative, regulatory, or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations, or proceedings relating in any way to any Environmental Law.

"Environmental Laws" means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements, or governmental restrictions, in each case relating to pollution, the protection of the environment, or the release of any materials into the environment, including the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), and any analogous state or local laws.

"Equity Cure Contribution" has the meaning assigned to such term in Section 8.04.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with the Borrower or any of its Subsidiaries, is treated as a single employer under Section 414(b) or (c) of the Internal Revenue Code.

"ERISA Event" means (a) any "reportable event" (as defined in Section 4043 of ERISA) with respect to a Plan, (b) any failure by any Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA), (c) the filing by the Borrower, any Subsidiary, or any ERISA Affiliate of a notice of intent to terminate any Plan, (d) the institution by the Pension Benefit Guaranty Corporation of proceedings to terminate any Plan, (e) the incurrence by the Borrower, any Subsidiary, or any ERISA Affiliate of any liability under Title IV of ERISA, or (f) any other event or condition with respect to a Plan that could reasonably be expected to result in liability to the Borrower or any Subsidiary.

"Event of Default" has the meaning assigned to such term in Section 8.01.

"Existing Credit Agreement" means that certain Credit Agreement dated as of March 15, 2022, among the Borrower, Pinnacle National Bank, National Association, as administrative agent, and the lenders party thereto, as amended, restated, supplemented, or otherwise modified from time to time.

"Existing Term Loan" means the term loans outstanding under the Existing Credit Agreement, which had an original principal amount of $130,000,000, an outstanding balance of approximately $112,500,000 as of March 31, 2025 (after approximately $17,500,000 of scheduled amortization), maturing on March 15, 2028, and bearing interest at Term SOFR plus 375 basis points per annum.

"FCPA" means the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations issued thereunder.

"Federal Funds Rate" means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day's federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate.

"Fiscal Year" means the fiscal year of the Borrower, ending on December 31 of each calendar year.

"Foreign Subsidiary" means any Subsidiary of the Borrower that is not a Domestic Subsidiary. As of the Closing Date, the Borrower's sole Foreign Subsidiary is VMS de México, S. de R.L. de C.V. (RFC: VME150312AB9).

"GAAP" means generally accepted accounting principles in the United States as in effect from time to time, subject to Section 1.03.

"Governmental Authority" means the government of the United States, any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government.

"Guarantee and Collateral Agreement" means the Guarantee and Collateral Agreement dated as of the Closing Date among the Borrower, the Subsidiary Guarantors, and the Collateral Agent, substantially in the form attached hereto as Exhibit D (or such other form as may be agreed between the parties), as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Guarantors" means, collectively, the Subsidiary Guarantors party hereto and any other Person that becomes a guarantor of the Obligations pursuant to Section 6.11.

"Incremental Commitment" means any additional revolving commitment provided pursuant to Section 2.15, in an aggregate amount not to exceed $15,000,000.

"Incremental Joinder Agreement" means a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent, executed by the Borrower, the Administrative Agent, and each Incremental Lender providing an Incremental Commitment.

"Incremental Lender" means any existing Lender or any other Person that provides an Incremental Commitment pursuant to Section 2.15.

"Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) all Capital Lease Obligations of such Person, (f) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (g) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances, (h) all net obligations of such Person under Swap Contracts, (i) all Indebtedness of the type referred to in clauses (a) through (h) above of any other Person secured by a Lien on property owned or being purchased by such Person, whether or not the Indebtedness secured thereby shall have been assumed by such Person, and (j) all guarantees of such Person in respect of any of the foregoing.

"Intercreditor Agreement" means the Equal-Priority Intercreditor Agreement dated as of the Closing Date among Pinnacle National Bank, National Association (in its capacity as administrative agent and collateral agent under this Agreement), Pinnacle National Bank, National Association (in its capacity as administrative agent and collateral agent under the Existing Credit Agreement), and the Borrower, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Interest Coverage Ratio" means, as of the last day of any fiscal quarter, the ratio of (a) Consolidated EBITDA for the trailing four fiscal quarter period ending on such date to (b) Consolidated Cash Interest Expense for the trailing four fiscal quarter period ending on such date. The minimum Interest Coverage Ratio shall be 2.50 to 1.00 at all times, as more fully set forth in Section 7.11(b).

"Interest Period" means, with respect to any SOFR Loan, the period commencing on the date such SOFR Loan is disbursed or converted to or continued as a SOFR Loan and ending on the numerically corresponding day in the calendar month that is 1, 3, or 6 months thereafter, as selected by the Borrower in the applicable Borrowing Request; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.

"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Investment" means, with respect to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of equity interests in another Person, (b) a loan, advance, or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the assets of another Person or assets constituting a business unit, line of business, or division of another Person.

"Issuing Lender" means Pinnacle National Bank, National Association, in its capacity as issuer of Letters of Credit hereunder, together with its successors in such capacity.

"LC Obligations" means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time.

"LC Sublimit" means $7,500,000. The LC Sublimit is part of, and not in addition to, the Aggregate Commitments.

"Lender" means each Person listed on Schedule 2.01 hereto and any Person that becomes a Lender pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

"Letter of Credit" means any standby or commercial letter of credit issued pursuant to Section 2.03.

"Letter of Credit Application" means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Issuing Lender.

"Letter of Credit Fee" has the meaning assigned to such term in Section 2.09(b).

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority, or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way, or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

"Loan" means a Revolving Loan or a Swing Line Loan.

"Loan Documents" means, collectively, this Agreement, the Guarantee and Collateral Agreement, the Intercreditor Agreement, the Sponsor Limited Guarantee, each Borrowing Request, each Compliance Certificate, each Letter of Credit Application, each Incremental Joinder Agreement, and all other instruments, agreements, certificates, and documents delivered pursuant hereto or in connection herewith.

"Loan Parties" means, collectively, the Borrower and the Guarantors.

"Material Adverse Effect" means any event, development, circumstance, or condition that has had, or would reasonably be expected to have, a material adverse effect on (a) the business, operations, financial condition, properties, or assets of the Borrower and its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its material obligations under any Loan Document to which it is a party, or (c) the rights of or benefits available to the Administrative Agent and the Lenders under the Loan Documents, including the validity or enforceability of any Loan Document or the priority of the Liens granted thereunder.

"Material Contract" means any contract or agreement to which the Borrower or any Subsidiary is a party that (a) generates or is reasonably expected to generate annual revenue in excess of , or (b) the loss, termination, or breach of which would reasonably be expected to result in a Material Adverse Effect, in each case as set forth on Schedule 5.19 (as updated from time to time).

"Maturity Date" means June 30, 2029; provided that if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.

"Maximum Total Net Leverage Ratio" means the ratio of Consolidated Total Net Debt to Consolidated EBITDA, tested as of the last day of each fiscal quarter on a trailing four-quarter basis, with step-down levels as specified in Section 7.11(a).

"Minimum Liquidity" means, as of any date of determination, the sum of (a) unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries on such date plus (b) the aggregate amount of available (undrawn and unused) Revolving Commitments on such date. The Minimum Liquidity requirement is $12,500,000 at all times, as more fully set forth in Section 7.11(d).

"Non-Tooling Capex Sublimit" means of the Aggregate Commitments of $45,000,000, representing the maximum aggregate amount of Loans and Letters of Credit that may be outstanding at any time for purposes other than Tooling Capex.

"Obligations" means all advances, debts, liabilities, obligations, covenants, and duties arising under or otherwise with respect to any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, and including interest and fees that accrue after the commencement of any proceeding under the Bankruptcy Code (or any comparable proceeding) naming the Borrower or any other Loan Party as debtor, regardless of whether such interest and fees are an allowed claim in such proceeding.

"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.

"Participant" has the meaning assigned to such term in Section 10.05(b).

"Permitted Acquisitions" means acquisitions by the Borrower or any Subsidiary Guarantor of all or substantially all of the assets of, or all of the equity interests in, another Person or business unit, subject to conditions to be agreed upon by the parties (including pro forma covenant compliance, absence of Defaults, and delivery of customary documentation).

"Permitted Indebtedness" means Indebtedness permitted to be incurred and remain outstanding pursuant to Section 7.02, including (a) Indebtedness under this Agreement, (b) Indebtedness under the Existing Credit Agreement, (c) Capital Lease Obligations in an aggregate amount not to exceed $10,000,000, (d) purchase money Indebtedness not to exceed , (e) intercompany Indebtedness among the Loan Parties, (f) Indebtedness in respect of Swap Contracts entered into for hedging (and not speculative) purposes, and (g) other Indebtedness in an aggregate principal amount not to exceed at any time outstanding (the "General Indebtedness Basket").

"Permitted Investments" means Investments permitted pursuant to Section 7.03, including (a) existing Investments as of the Closing Date, (b) Investments in Cash Equivalents, (c) intercompany loans and advances to Subsidiary Guarantors, (d) Permitted Acquisitions, and (e) other Investments in an aggregate amount not to exceed at any time outstanding.

"Permitted Liens" means Liens permitted pursuant to Section 7.01 (to be defined and scheduled in detail).

"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority, or other entity.

"Plan" means any employee pension benefit plan (within the meaning of Section 3(2) of ERISA) that is maintained or contributed to by the Borrower, any Subsidiary, or any ERISA Affiliate and that is subject to the provisions of Title IV of ERISA, Section 412 of the Internal Revenue Code, or Section 302 of ERISA.

"Prime Rate" has the meaning set forth in the definition of "ABR."

"Pro Rata Share" means, with respect to each Lender at any time, the percentage obtained by dividing (a) such Lender's Commitment at such time by (b) the Aggregate Commitments at such time. As of the Closing Date, the Pro Rata Shares of the Lenders are: Pinnacle National Bank, N.A. — 50.0%; Great Lakes Commercial Lending Corp. — 30.0%; and Ironbridge Capital Finance, LLC — 20.0%.

"Register" has the meaning assigned to such term in Section 10.05(d).

"Required Lenders" means, at any time, Lenders having Commitments representing more than 50% of the Aggregate Commitments at such time; provided that the Commitment of any Defaulting Lender shall be excluded from the Aggregate Commitments for purposes of determining Required Lenders.

"Responsible Officer" means, with respect to the Borrower, the Chief Executive Officer (Gerald R. Kowalski), the Chief Financial Officer (Linda S. Nakamura), the Treasurer (Priya Chandrasekaran), or the General Counsel (Derek Wainwright), or any other officer designated in writing by the Borrower to the Administrative Agent from time to time.

"Restricted Payment"

"Revolving Loan" means a Loan made by a Lender to the Borrower pursuant to Section 2.01.

"Sanctioned Country" means, at any time, a country, region, or territory that is itself, or whose government is, the subject or target of any comprehensive Sanctions (as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine).

"Sanctioned Person" means, at any time, any Person that is the subject or target of any Sanctions, including (a) any Person listed on any Sanctions-related list maintained by OFAC, the United States Department of State, the United Nations Security Council, or any other relevant Governmental Authority, (b) any Person operating, organized, or resident in a Sanctioned Country, or (c) any Person owned or controlled by any such Person or Persons described in clauses (a) or (b).

"Sanctions" means all economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by (a) the United States government, including those administered by OFAC or the United States Department of State, or (b) the United Nations Security Council, the European Union, Her Majesty's Treasury of the United Kingdom, or any other relevant Governmental Authority.

"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Issuing Lender, and the Swing Line Lender.

"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator), as published on the Federal Reserve Bank of New York's website.

"SOFR Floor" means a rate of per annum.

"SOFR Loan" means a Loan bearing interest at a rate based on Adjusted Term SOFR plus the Applicable SOFR Margin.

"Solvency" and "Solvent" mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations, and other commitments as they mature in the ordinary course of business.

"Sponsor" means Ridgecrest Capital Partners, LP, a Delaware limited partnership, together with its Affiliates (including Ridgecrest Automotive Holdings, LLC).

"Sponsor Limited Guarantee" means the Limited Guarantee dated as of the Closing Date, executed by Ridgecrest Automotive Holdings, LLC in favor of the Administrative Agent for the benefit of the Secured Parties, in an aggregate amount not to exceed $5,000,000.

"Subsidiary" means, with respect to any Person, any corporation, partnership, limited liability company, joint venture, trust, or estate of which (or in which) more than 50% of (a) the issued and outstanding equity interests having ordinary voting power to elect a majority of the Board of Directors (irrespective of whether at the time any other class or classes of equity interests shall have or might have voting power by reason of the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, limited liability company, or joint venture, or (c) the beneficial interest in such trust or estate, is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries, or by one or more of such Person's other Subsidiaries.

"Subsidiary Guarantors" means, collectively, (a) VMS Tooling Solutions, LLC, a Michigan limited liability company (EIN: 38-5618294), (b) VMS Precision Machining, Inc., a Delaware corporation (EIN: 20-8734561), (c) VMS Die Cast Technologies, LLC, a Michigan limited liability company (EIN: 38-6091473), and (d) each other Domestic Subsidiary that becomes a guarantor of the Obligations after the Closing Date pursuant to Section 6.11.

"Swap Contract" means any agreement relating to any transaction that is a "swap" within the meaning of Section 1a(47) of the Commodity Exchange Act (7 U.S.C. § 1a(47)).

"Swing Line Lender" means Pinnacle National Bank, National Association, in its capacity as provider of Swing Line Loans hereunder, together with its successors in such capacity.

"Swing Line Loan" means a Loan made to the Borrower by the Swing Line Lender pursuant to Section 2.04.

"Swing Line Sublimit" means $5,000,000. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.

"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees, or other charges imposed by any Governmental Authority, including any interest, additions to tax, or penalties applicable thereto.

"Term SOFR" means, with respect to any Interest Period, the Term SOFR Reference Rate for a tenor comparable to such Interest Period on the day that is two U.S. Government Securities Business Days prior to the first day of such Interest Period, as published by the CME Group Benchmark Administration Limited (or a successor administrator of the term SOFR reference rate); provided that in no event shall Term SOFR be less than the SOFR Floor.

"Tooling Capex" means capital expenditures by the Borrower and its Subsidiaries for tooling, dies, molds, fixtures, jigs, checking gauges, and related manufacturing equipment incurred in connection with new program launches, replacement program launches, and engineering changes for original equipment manufacturer (OEM) customers, all as determined in accordance with GAAP.

"Total Net Leverage Ratio" has the meaning assigned to "Maximum Total Net Leverage Ratio."

"USA PATRIOT Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56), as amended from time to time, and the rules and regulations issued thereunder.

Section 1.02 — Other Interpretive Provisions

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "herein," "hereof," and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (v) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.

(b) The table of contents and section headings herein and in the other Loan Documents are included herein for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(c) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding"; provided, however, that with respect to a computation of fees or interest payable to the Administrative Agent or any Lender, such fees or interest shall accrue or be computed "to and including" the last day of such period.

Section 1.03 — Accounting Terms

(a) Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP as in effect on the Closing Date (the "Frozen GAAP Election").

(b) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Topic 825 (or any similar accounting standard) permitting a Person to value its financial liabilities at the fair value thereof. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders, and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Section 1.04 — Rounding

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). For purposes of determining compliance with the financial covenants set forth in Section 7.11, each such financial ratio shall be calculated to two decimal places.

Section 1.05 — Times of Day

Unless otherwise specified, all references herein to times of day shall be references to Eastern Time (daylight or standard, as applicable).

Section 1.06 — Letter of Credit Amounts

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Section 1.07 — SOFR Benchmark Replacement

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Term SOFR, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, if the Administrative Agent has received notification from any Lender that such Lender objects to any proposed Benchmark Replacement (which objection shall be delivered within five Business Days of the date of any notice thereof), then the Administrative Agent shall not make such Benchmark Replacement without the written consent of the Required Lenders.

(b) Benchmark Transition Event. A "Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark: (i) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all available tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any available tenor of such Benchmark (or such component thereof); (ii) a public statement or publication of information by the regulatory supervisor of the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component), or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all available tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any available tenor of such Benchmark (or such component thereof); or (iii) a public statement or publication of information by the regulatory supervisor of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all available tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

(c) Benchmark Replacement. "Benchmark Replacement" means the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time, and (ii) the related Benchmark Replacement Adjustment.

(d) Benchmark Replacement Adjustment. "Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body, or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

(e) Conforming Changes. In connection with the use, administration, adoption, or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time, and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. "Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative, or operational changes (including changes to the definition of "ABR," the definition of "Business Day," the definition of "Interest Period," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative, or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice.

(f) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption, or implementation of a Benchmark Replacement. Any determination, decision, or election that may be made by the Administrative Agent or, if specified, by the Administrative Agent and the Borrower, pursuant to this Section 1.07, including any determination with respect to a tenor, rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance, or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 1.07.

ARTICLE II — THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01 — Revolving Loans

(a) Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Loans to the Borrower from time to time on any Business Day during the period from and including the Closing Date to but excluding the Maturity Date in an aggregate principal amount that will not result in (i) such Lender's Revolving Credit Exposure exceeding such Lender's Commitment or (ii) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitments. The Aggregate Commitments as of the Closing Date shall be $45,000,000. Within the limits of each Lender's Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be SOFR Loans or ABR Loans, as further provided herein.

(b) Each borrowing of Revolving Loans shall be made ratably among the Lenders in accordance with their respective Pro Rata Shares. The initial Pro Rata Shares of the Lenders are as set forth on Schedule 2.01: Pinnacle National Bank, N.A. — 50.0%; Great Lakes Commercial Lending Corp. — 30.0%; Ironbridge Capital Finance, LLC — 20.0%.

(c) Purpose. The proceeds of Revolving Loans shall be used by the Borrower solely (i) to finance Tooling Capex and (ii) subject to the Non-Tooling Capex Sublimit of , for In no event shall the proceeds of any Revolving Loan be used for any purpose prohibited by Section 6.10 or any other provision of this Agreement.

(d) Minimum Borrowing Amounts. Each borrowing of Revolving Loans consisting of SOFR Loans shall be in an aggregate principal amount of not less than $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if the then-available amount of the Aggregate Commitments is less than $1,000,000, such lesser available amount). Each borrowing of Revolving Loans consisting of ABR Loans shall be in an aggregate principal amount of not less than $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then-available amount of the Aggregate Commitments is less than $500,000, such lesser available amount).

(e) For purposes of this Section 2.01, "Revolving Credit Exposure" means, with respect to any Lender at any time, the sum of (i) the outstanding principal amount of Revolving Loans made by such Lender, (ii) such Lender's Pro Rata Share of the outstanding amount of all Swing Line Loans, and (iii) such Lender's Pro Rata Share of the LC Obligations.

Section 2.02 — Borrowings, Conversions and Continuations of Loans

(a) Borrowing Requests. Each borrowing of Revolving Loans shall be made upon the Borrower's delivery to the Administrative Agent of a duly completed Borrowing Request substantially in the form of Exhibit A. Each such Borrowing Request shall be irrevocable and shall be delivered as follows: (i) in the case of SOFR Loans, not later than 1:00 p.m. Eastern Time three (3) Business Days prior to the requested date of such borrowing, and (ii) in the case of ABR Loans, not later than 1:00 p.m. Eastern Time on the requested date of such borrowing.

(b) Contents of Borrowing Request. Each Borrowing Request shall specify (i) the aggregate principal amount of the requested borrowing, (ii) whether the borrowing is to be comprised of SOFR Loans or ABR Loans (or a combination thereof), (iii) for SOFR Loans, the requested Interest Period (1, 3, or 6 months), (iv) the requested date of such borrowing (which shall be a Business Day), (v) wire transfer instructions for disbursement of proceeds, (vi) a certification by the Borrower that no Default or Event of Default exists as of the date of such Borrowing Request or would result from such borrowing, and (vii) if the proceeds of such borrowing are to be used for purposes other than Tooling Capex, a certification that, after giving effect to such borrowing, the aggregate outstanding Loans and LC Obligations for non-Tooling Capex purposes do not exceed the Non-Tooling Capex Sublimit of

(c) Conversions and Continuations. The Borrower may elect from time to time to convert ABR Loans to SOFR Loans or to continue SOFR Loans as SOFR Loans for a new Interest Period, by delivering a written notice to the Administrative Agent (which may be in the form of a Borrowing Request) in accordance with the same notice requirements applicable to new borrowings of such type of Loans. Any such conversion or continuation shall be subject to the following: (i) each conversion of ABR Loans to SOFR Loans shall be in a minimum aggregate principal amount of $1,000,000; (ii) if the Borrower fails to select a new Interest Period for any SOFR Loan prior to the end of the then-current Interest Period, such SOFR Loan shall, at the end of such Interest Period, automatically be converted to an ABR Loan; (iii) no conversion to or continuation of SOFR Loans shall be permitted during the existence and continuance of a Default or Event of Default, and in such event all SOFR Loans shall be automatically converted to ABR Loans at the end of the then-current Interest Periods; and (iv) each continuation of SOFR Loans shall be in a minimum aggregate principal amount of $1,000,000.

(d) Administrative Agent's Actions. Upon receipt of a Borrowing Request, the Administrative Agent shall promptly notify each Lender of the details thereof and of the amount of such Lender's Pro Rata Share of the requested borrowing. Each Lender shall make the amount of its Pro Rata Share of each borrowing available to the Administrative Agent in immediately available funds at the Administrative Agent's office not later than 1:00 p.m. Eastern Time on the requested date of such borrowing. Upon satisfaction (or waiver) of the applicable conditions set forth in Article IV, the Administrative Agent shall make all funds so received available to the Borrower in like funds by crediting the account of the Borrower as directed in the applicable Borrowing Request.

Section 2.03 — Letters of Credit

(a) General. Subject to the terms and conditions set forth herein, the Issuing Lender agrees to issue, at the request of the Borrower, standby and commercial Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from and including the Closing Date to but excluding the date that is five (5) Business Days prior to the Maturity Date; provided that the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (i) the LC Obligations would exceed the LC Sublimit of $7,500,000 or (ii) the sum of the total Revolving Credit Exposures would exceed the Aggregate Commitments.

(b) Issuance Procedure. Each request for the issuance of a Letter of Credit shall be made by the Borrower's delivery to the Issuing Lender (with a copy to the Administrative Agent) of a Letter of Credit Application not later than 12:00 noon Eastern Time at least three (3) Business Days prior to the proposed date of issuance (or such later date as the Issuing Lender may agree). Each Letter of Credit Application shall be accompanied by such other documents and information as the Issuing Lender may reasonably require. The Issuing Lender shall, unless it has received written notice from the Administrative Agent or the Required Lenders that the applicable conditions set forth in Article IV have not been satisfied, issue the requested Letter of Credit on the requested date of issuance.

(c) Expiration. No Letter of Credit shall have an expiration date later than the earlier of (i) the date that is one (1) year from the date of issuance thereof (or, in the case of any renewal or extension thereof, one (1) year from such renewal or extension); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional periods of one (1) year or less (which, in no event, shall extend beyond the date referred to in clause (ii) below) unless the Issuing Lender notifies the beneficiary thereof not less than thirty (30) days prior to any such renewal date that such Letter of Credit will not be renewed, and (ii) the date that is five (5) Business Days prior to the Maturity Date.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Lenders, the Issuing Lender hereby grants to each Lender, and each Lender hereby acquires from the Issuing Lender, a participation in such Letter of Credit equal to such Lend

dated as of
May 27, 2025
(Draft)
among
VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation, as Borrower,
THE SUBSIDIARY GUARANTORS PARTY HERETO,
PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION, as Administrative Agent, Collateral Agent, Issuing Lender, and Swing Line Lender,
THE LENDERS PARTY HERETO,
and
PINNACLE NATIONAL BANK, N.A., as Sole Lead Arranger and Sole Bookrunner
________________________________________
Prepared by:
Calderwood & Harkness LLP 425 Park Avenue, 31st Floor New York, New York 10022
Attention: Claudia Merritt
TABLE OF CONTENTS
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ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings specified below:
"ABR" means, for any day, a rate per annum equal to the greatest of (a) the rate of interest per annum publicly announced from time to time by the Administrative Agent as its "prime rate" in effect on such day at its principal office in Chicago, Illinois (the "Prime Rate"), (b) the Federal Funds Rate in effect on such day plus 0.50% per annum, and (c) Term SOFR for a one-month Interest Period in effect on such day plus 1.00% per annum; provided that in no event shall the ABR be less than 0.00% per annum (the "ABR Floor"). Any change in the ABR due to a change in the Prime Rate, the Federal Funds Rate, or Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate, or Term SOFR, respectively.
"ABR Loan" means a Loan bearing interest at the ABR plus the Applicable ABR Margin.
"Accordion Facility" has the meaning assigned to such term in Section 2.15. For the avoidance of doubt, the aggregate amount of Incremental Commitments available under the Accordion Facility shall not exceed $15,000,000.
"Adjusted Term SOFR" means, with respect to any Interest Period, Term SOFR for such Interest Period plus the Credit Spread Adjustment of 0.10% (10 basis points) per annum.
"Administrative Agent" means Pinnacle National Bank, National Association, in its capacity as administrative agent for the Lenders under this Agreement and the other Loan Documents, together with its successors and assigns in such capacity.
"Affiliate" means, with respect to any Person, another Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person. For purposes of this definition, "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise, and "Controlling" and "Controlled" shall have corresponding meanings. Without limiting the generality of the foregoing, a Person shall be deemed to Control another Person if the first Person possesses, directly or indirectly, the power to vote 25% or more of the securities or other equity interests having ordinary voting power for the election of directors, managers, or similar governing body of such other Person.
"Aggregate Commitments" means the aggregate amount of the Commitments of all the Lenders, which as of the Closing Date shall be $45,000,000, as such amount may be increased from time to time pursuant to Section 2.15 (Incremental Commitments) or reduced from time to time pursuant to Section 2.06 (Termination or Reduction of Commitments).
"Agreement" means this Credit Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations issued thereunder.
"Applicable Margin" means (i) with respect to SOFR Loans, 3.25% (325 basis points) per annum, and (ii) with respect to ABR Loans, 2.25% (225 basis points) per annum. For the avoidance of doubt, the Applicable ABR Margin is derived as the Applicable SOFR Margin minus 100 basis points.
"Applicable ABR Margin" means 2.25% (225 basis points) per annum.
"Applicable SOFR Margin" means 3.25% (325 basis points) per annum.
"Assignment and Assumption" means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.05), and accepted by the Administrative Agent, substantially in the form of Exhibit C or any other form approved by the Administrative Agent.
"Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. § 101 et seq.), as amended from time to time.
"Benchmark Replacement" has the meaning assigned to such term in Section 1.07.
"Benchmark Replacement Adjustment" has the meaning assigned to such term in Section 1.07.
"Benchmark Transition Event" has the meaning assigned to such term in Section 1.07.
"Beneficial Ownership Certification" means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.
"Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230, as amended from time to time.
"Board of Directors" means, with respect to any Person, the board of directors, board of managers, or other governing body of such Person, or if such Person does not have such a body, the Person or Persons that serve in a similar capacity.
"Borrower" means Vantage Mobility Systems Corp., a corporation duly incorporated and validly existing under the laws of the State of Delaware.
"Borrowing Request" means a request for a borrowing of Revolving Loans substantially in the form of Exhibit A attached hereto, duly executed by a Responsible Officer of the Borrower.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in New York, New York or Chicago, Illinois are authorized or required by law to remain closed; provided that, when used in connection with a SOFR Loan or any other determination or calculation relating to SOFR, the term "Business Day" shall also exclude any day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
"Capital Lease Obligations" means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases or finance leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP. For the avoidance of doubt, the outstanding Capital Lease Obligations of the Borrower and its Subsidiaries as of March 31, 2025, were approximately $4,800,000, as more fully described in the disclosure schedules hereto.
"Cash Equivalents" means (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, in each case maturing within one year from the date of acquisition thereof, (b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-1 from Standard & Poor's or P-1 from Moody's Investors Service, Inc., (c) investments in certificates of deposit, banker's acceptances, and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States or any state thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000, and (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above.
"Change of Control" means the occurrence of any of the following: (a) the Sponsor (including Ridgecrest Capital Partners, LP and its Affiliates, including Ridgecrest Automotive Holdings, LLC) shall cease to own, directly or indirectly, beneficially and of record, at least 50.1% of the aggregate ordinary voting power represented by the issued and outstanding equity interests of the Borrower; (b) a majority of the seats (other than vacant seats) on the Board of Directors of the Borrower shall at any time be occupied by Persons who were neither (i) nominated by the Board of Directors of the Borrower in office at the time of such nomination nor (ii) appointed or approved by directors so nominated;  (c) a "change of control" (or similar event, however denominated) shall occur under and as defined in the Existing Credit Agreement or any document governing any Permitted Indebtedness in an aggregate principal amount in excess of $5,000,000 
"Closing Date" means June 30, 2025, or such other date as the Borrower and the Administrative Agent may agree in writing.
"Collateral" means all assets of the Borrower and each Subsidiary Guarantor, whether now owned or hereafter acquired, in which a Lien is granted or purported to be granted pursuant to the Guarantee and Collateral Agreement or any other Loan Document, constituting substantially all assets of VMS and the Subsidiary Guarantors.
"Collateral Agent" means Pinnacle National Bank, National Association, in its capacity as collateral agent for the Secured Parties under the Guarantee and Collateral Agreement and the other Loan Documents, together with its successors and assigns in such capacity.
"Commitment" means, with respect to each Lender, the amount set forth opposite such Lender's name on Schedule 2.01 under the column heading "Commitment," or in the most recent Assignment and Assumption or Incremental Joinder Agreement to which such Lender is a party, as such amount may be reduced from time to time pursuant to Section 2.06 or increased from time to time pursuant to Section 2.15.
"Commitment Fee" means a fee in the amount of   per annum on the average daily undrawn portion of each Lender's Commitment, as more fully described in Section 2.09(a), payable quarterly in arrears.
"Compliance Certificate" means a certificate substantially in the form of Exhibit B attached hereto, duly executed by a Responsible Officer of the Borrower.
"Conforming Changes" has the meaning assigned to such term in Section 1.07.
"Consolidated Cash Interest Expense" means, for any period, the aggregate cash interest expense of the Borrower and its Subsidiaries on a consolidated basis for such period determined in accordance with GAAP, including (a) all cash interest paid, accrued, or scheduled to be paid or accrued during such period on the Indebtedness of the Borrower and its Subsidiaries (including the interest component of Capital Lease Obligations), (b) the net amount payable (or minus the net amount receivable) under Swap Contracts during such period, and (c) all commissions, discounts, and other fees and charges owed with respect to letters of credit and bankers' acceptances, but excluding (i) amortization of deferred financing costs, debt issuance costs, commissions, and discounts, (ii) non-cash interest expense attributable to the movement of the mark-to-market valuation of Swap Contracts, and (iii) any one-time financing fees and expenses incurred in connection with the consummation of the transactions contemplated by this Agreement or the Existing Credit Agreement.
"Consolidated EBITDA" means, for any period, Consolidated Net Income for such period plus, without duplication and to the extent deducted (and not added back) in determining Consolidated Net Income for such period, (a) Consolidated Cash Interest Expense, (b) income tax expense, (c) depreciation and amortization expense, (d) any non-cash charges and non-cash losses (excluding any non-cash charge or loss to the extent it represents an accrual of or reserve for cash charges or losses in any future period or the amortization of a prepaid cash charge that was paid in a prior period), (e) fees, costs, and expenses (including legal, accounting, and advisory fees) incurred in connection with this Agreement, the other Loan Documents, and the Existing Credit Agreement, and (f) restructuring charges and non-recurring expenses (including severance costs, facility closure costs, and integration costs), provided that the aggregate amount added back pursuant to this clause (f) shall not exceed   of Consolidated EBITDA (before giving effect to any add-backs under this clause (f)) in any trailing four-quarter period (the "EBITDA Add-Back Cap"), minus (g) any non-cash gains (excluding any non-cash gain to the extent it relates to the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period), all determined on a consolidated basis in accordance with GAAP. Consolidated EBITDA shall be subject to customary pro forma adjustments for Permitted Acquisitions and permitted dispositions consummated during the applicable measurement period, calculated as if such acquisition or disposition had occurred on the first day of the applicable measurement period.
"Consolidated Net Income" means, for any period, the net income (or net loss) of the Borrower and its Subsidiaries on a consolidated basis for such period determined in accordance with GAAP.
"Consolidated Total Net Debt" means, as of any date of determination, (a) the aggregate principal amount of all funded Indebtedness of the Borrower and its Subsidiaries outstanding on such date (including the principal amount of loans outstanding under this Agreement and the Existing Credit Agreement) plus (b) the aggregate outstanding Capital Lease Obligations of the Borrower and its Subsidiaries on such date, minus (c) the lesser of (i) the aggregate amount of unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries on such date and (ii)   (the "Cash Netting Cap").
"Credit Extension" means each of the following: (a) a Revolving Loan, (b) a Swing Line Loan, and (c) the issuance, amendment, renewal, or extension of a Letter of Credit.
"Credit Spread Adjustment" means 0.10% (10 basis points) per annum, as added to Term SOFR to determine Adjusted Term SOFR.
"Default" means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
"Default Rate" means the otherwise applicable interest rate plus 2.00% (200 basis points) per annum.
"Disqualified Lender" has the meaning assigned to such term in Section 10.05(e).
"Domestic Subsidiary" means any Subsidiary of the Borrower that is organized under the laws of the United States, any state thereof, or the District of Columbia.
"EBITDA Add-Back Cap" means   of Consolidated EBITDA (calculated before giving effect to the add-backs described in clause (f) of the definition of "Consolidated EBITDA") for any trailing four-quarter period.
"Environmental Claims" means any and all administrative, regulatory, or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations, or proceedings relating in any way to any Environmental Law.
"Environmental Laws" means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements, or governmental restrictions, in each case relating to pollution, the protection of the environment, or the release of any materials into the environment, including the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), and any analogous state or local laws.
"Equity Cure Contribution" has the meaning assigned to such term in Section 8.04.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.
"ERISA Affiliate" means any trade or business (whether or not incorporated) that, together with the Borrower or any of its Subsidiaries, is treated as a single employer under Section 414(b) or (c) of the Internal Revenue Code.
"ERISA Event" means (a) any "reportable event" (as defined in Section 4043 of ERISA) with respect to a Plan, (b) any failure by any Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA), (c) the filing by the Borrower, any Subsidiary, or any ERISA Affiliate of a notice of intent to terminate any Plan, (d) the institution by the Pension Benefit Guaranty Corporation of proceedings to terminate any Plan, (e) the incurrence by the Borrower, any Subsidiary, or any ERISA Affiliate of any liability under Title IV of ERISA, or (f) any other event or condition with respect to a Plan that could reasonably be expected to result in liability to the Borrower or any Subsidiary.
"Event of Default" has the meaning assigned to such term in Section 8.01.
"Existing Credit Agreement" means that certain Credit Agreement dated as of March 15, 2022, among the Borrower, Pinnacle National Bank, National Association, as administrative agent, and the lenders party thereto, as amended, restated, supplemented, or otherwise modified from time to time.
"Existing Term Loan" means the term loans outstanding under the Existing Credit Agreement, which had an original principal amount of $130,000,000, an outstanding balance of approximately $112,500,000 as of March 31, 2025 (after approximately $17,500,000 of scheduled amortization), maturing on March 15, 2028, and bearing interest at Term SOFR plus 375 basis points per annum.
"FCPA" means the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations issued thereunder.
"Federal Funds Rate" means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day's federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate.
"Fiscal Year" means the fiscal year of the Borrower, ending on December 31 of each calendar year.
"Foreign Subsidiary" means any Subsidiary of the Borrower that is not a Domestic Subsidiary. As of the Closing Date, the Borrower's sole Foreign Subsidiary is VMS de México, S. de R.L. de C.V. (RFC: VME150312AB9).
"GAAP" means generally accepted accounting principles in the United States as in effect from time to time, subject to Section 1.03.
"Governmental Authority" means the government of the United States, any other nation, or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government.
"Guarantee and Collateral Agreement" means the Guarantee and Collateral Agreement dated as of the Closing Date among the Borrower, the Subsidiary Guarantors, and the Collateral Agent, substantially in the form attached hereto as Exhibit D (or such other form as may be agreed between the parties), as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Guarantors" means, collectively, the Subsidiary Guarantors party hereto and any other Person that becomes a guarantor of the Obligations pursuant to Section 6.11.
"Incremental Commitment" means any additional revolving commitment provided pursuant to Section 2.15, in an aggregate amount not to exceed $15,000,000.
"Incremental Joinder Agreement" means a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent, executed by the Borrower, the Administrative Agent, and each Incremental Lender providing an Incremental Commitment.
"Incremental Lender" means any existing Lender or any other Person that provides an Incremental Commitment pursuant to Section 2.15.
"Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (e) all Capital Lease Obligations of such Person, (f) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (g) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances, (h) all net obligations of such Person under Swap Contracts, (i) all Indebtedness of the type referred to in clauses (a) through (h) above of any other Person secured by a Lien on property owned or being purchased by such Person, whether or not the Indebtedness secured thereby shall have been assumed by such Person, and (j) all guarantees of such Person in respect of any of the foregoing.
"Intercreditor Agreement" means the Equal-Priority Intercreditor Agreement dated as of the Closing Date among Pinnacle National Bank, National Association (in its capacity as administrative agent and collateral agent under this Agreement), Pinnacle National Bank, National Association (in its capacity as administrative agent and collateral agent under the Existing Credit Agreement), and the Borrower, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Interest Coverage Ratio" means, as of the last day of any fiscal quarter, the ratio of (a) Consolidated EBITDA for the trailing four fiscal quarter period ending on such date to (b) Consolidated Cash Interest Expense for the trailing four fiscal quarter period ending on such date. The minimum Interest Coverage Ratio shall be 2.50 to 1.00 at all times, as more fully set forth in Section 7.11(b).
"Interest Period" means, with respect to any SOFR Loan, the period commencing on the date such SOFR Loan is disbursed or converted to or continued as a SOFR Loan and ending on the numerically corresponding day in the calendar month that is 1, 3, or 6 months thereafter, as selected by the Borrower in the applicable Borrowing Request; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.
"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time.
"Investment" means, with respect to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of equity interests in another Person, (b) a loan, advance, or capital contribution to, guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the assets of another Person or assets constituting a business unit, line of business, or division of another Person.
"Issuing Lender" means Pinnacle National Bank, National Association, in its capacity as issuer of Letters of Credit hereunder, together with its successors in such capacity.
"LC Obligations" means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time.
"LC Sublimit" means $7,500,000. The LC Sublimit is part of, and not in addition to, the Aggregate Commitments.
"Lender" means each Person listed on Schedule 2.01 hereto and any Person that becomes a Lender pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.
"Letter of Credit" means any standby or commercial letter of credit issued pursuant to Section 2.03.
"Letter of Credit Application" means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Issuing Lender.
"Letter of Credit Fee" has the meaning assigned to such term in Section 2.09(b).
"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority, or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way, or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).
"Loan" means a Revolving Loan or a Swing Line Loan.
"Loan Documents" means, collectively, this Agreement, the Guarantee and Collateral Agreement, the Intercreditor Agreement, the Sponsor Limited Guarantee, each Borrowing Request, each Compliance Certificate, each Letter of Credit Application, each Incremental Joinder Agreement, and all other instruments, agreements, certificates, and documents delivered pursuant hereto or in connection herewith.
"Loan Parties" means, collectively, the Borrower and the Guarantors.
"Material Adverse Effect" means any event, development, circumstance, or condition that has had, or would reasonably be expected to have, a material adverse effect on (a) the business, operations, financial condition, properties, or assets of the Borrower and its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its material obligations under any Loan Document to which it is a party, or (c) the rights of or benefits available to the Administrative Agent and the Lenders under the Loan Documents, including the validity or enforceability of any Loan Document or the priority of the Liens granted thereunder.
"Material Contract" means any contract or agreement to which the Borrower or any Subsidiary is a party that (a) generates or is reasonably expected to generate annual revenue in excess of  , or (b) the loss, termination, or breach of which would reasonably be expected to result in a Material Adverse Effect, in each case as set forth on Schedule 5.19 (as updated from time to time).
"Maturity Date" means June 30, 2029; provided that if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.
"Maximum Total Net Leverage Ratio" means the ratio of Consolidated Total Net Debt to Consolidated EBITDA, tested as of the last day of each fiscal quarter on a trailing four-quarter basis, with step-down levels as specified in Section 7.11(a).
"Minimum Liquidity" means, as of any date of determination, the sum of (a) unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries on such date  plus (b) the aggregate amount of available (undrawn and unused) Revolving Commitments on such date. The Minimum Liquidity requirement is $12,500,000 at all times, as more fully set forth in Section 7.11(d).
"Non-Tooling Capex Sublimit" means   of the Aggregate Commitments of $45,000,000, representing the maximum aggregate amount of Loans and Letters of Credit that may be outstanding at any time for purposes other than Tooling Capex.
"Obligations" means all advances, debts, liabilities, obligations, covenants, and duties arising under or otherwise with respect to any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, and including interest and fees that accrue after the commencement of any proceeding under the Bankruptcy Code (or any comparable proceeding) naming the Borrower or any other Loan Party as debtor, regardless of whether such interest and fees are an allowed claim in such proceeding.
"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.
"Participant" has the meaning assigned to such term in Section 10.05(b).
"Permitted Acquisitions" means acquisitions by the Borrower or any Subsidiary Guarantor of all or substantially all of the assets of, or all of the equity interests in, another Person or business unit, subject to conditions to be agreed upon by the parties (including pro forma covenant compliance, absence of Defaults, and delivery of customary documentation).
"Permitted Indebtedness" means Indebtedness permitted to be incurred and remain outstanding pursuant to Section 7.02, including (a) Indebtedness under this Agreement, (b) Indebtedness under the Existing Credit Agreement, (c) Capital Lease Obligations in an aggregate amount not to exceed $10,000,000, (d) purchase money Indebtedness not to exceed  , (e) intercompany Indebtedness among the Loan Parties, (f) Indebtedness in respect of Swap Contracts entered into for hedging (and not speculative) purposes, and (g) other Indebtedness in an aggregate principal amount not to exceed   at any time outstanding (the "General Indebtedness Basket").
"Permitted Investments" means Investments permitted pursuant to Section 7.03, including (a) existing Investments as of the Closing Date, (b) Investments in Cash Equivalents, (c) intercompany loans and advances to Subsidiary Guarantors, (d) Permitted Acquisitions, and (e) other Investments in an aggregate amount not to exceed   at any time outstanding.
"Permitted Liens" means Liens permitted pursuant to Section 7.01 (to be defined and scheduled in detail).
"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority, or other entity.
"Plan" means any employee pension benefit plan (within the meaning of Section 3(2) of ERISA) that is maintained or contributed to by the Borrower, any Subsidiary, or any ERISA Affiliate and that is subject to the provisions of Title IV of ERISA, Section 412 of the Internal Revenue Code, or Section 302 of ERISA.
"Prime Rate" has the meaning set forth in the definition of "ABR."
"Pro Rata Share" means, with respect to each Lender at any time, the percentage obtained by dividing (a) such Lender's Commitment at such time by (b) the Aggregate Commitments at such time. As of the Closing Date, the Pro Rata Shares of the Lenders are: Pinnacle National Bank, N.A. — 50.0%; Great Lakes Commercial Lending Corp. — 30.0%; and Ironbridge Capital Finance, LLC — 20.0%.
"Register" has the meaning assigned to such term in Section 10.05(d).
"Required Lenders" means, at any time, Lenders having Commitments representing more than 50% of the Aggregate Commitments at such time; provided that the Commitment of any Defaulting Lender shall be excluded from the Aggregate Commitments for purposes of determining Required Lenders.
"Responsible Officer" means, with respect to the Borrower, the Chief Executive Officer (Gerald R. Kowalski), the Chief Financial Officer (Linda S. Nakamura), the Treasurer (Priya Chandrasekaran), or the General Counsel (Derek Wainwright), or any other officer designated in writing by the Borrower to the Administrative Agent from time to time.
"Restricted Payment" 
"Revolving Loan" means a Loan made by a Lender to the Borrower pursuant to Section 2.01.
"Sanctioned Country" means, at any time, a country, region, or territory that is itself, or whose government is, the subject or target of any comprehensive Sanctions (as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine).
"Sanctioned Person" means, at any time, any Person that is the subject or target of any Sanctions, including (a) any Person listed on any Sanctions-related list maintained by OFAC, the United States Department of State, the United Nations Security Council, or any other relevant Governmental Authority, (b) any Person operating, organized, or resident in a Sanctioned Country, or (c) any Person owned or controlled by any such Person or Persons described in clauses (a) or (b).
"Sanctions" means all economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by (a) the United States government, including those administered by OFAC or the United States Department of State, or (b) the United Nations Security Council, the European Union, Her Majesty's Treasury of the United Kingdom, or any other relevant Governmental Authority.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Issuing Lender, and the Swing Line Lender.
"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator), as published on the Federal Reserve Bank of New York's website.
"SOFR Floor" means a rate of   per annum.
"SOFR Loan" means a Loan bearing interest at a rate based on Adjusted Term SOFR plus the Applicable SOFR Margin.
"Solvency" and "Solvent" mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations, and other commitments as they mature in the ordinary course of business.
"Sponsor" means Ridgecrest Capital Partners, LP, a Delaware limited partnership, together with its Affiliates (including Ridgecrest Automotive Holdings, LLC).
"Sponsor Limited Guarantee" means the Limited Guarantee dated as of the Closing Date, executed by Ridgecrest Automotive Holdings, LLC in favor of the Administrative Agent for the benefit of the Secured Parties, in an aggregate amount not to exceed $5,000,000.
"Subsidiary" means, with respect to any Person, any corporation, partnership, limited liability company, joint venture, trust, or estate of which (or in which) more than 50% of (a) the issued and outstanding equity interests having ordinary voting power to elect a majority of the Board of Directors (irrespective of whether at the time any other class or classes of equity interests shall have or might have voting power by reason of the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, limited liability company, or joint venture, or (c) the beneficial interest in such trust or estate, is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries, or by one or more of such Person's other Subsidiaries.
"Subsidiary Guarantors" means, collectively, (a) VMS Tooling Solutions, LLC, a Michigan limited liability company (EIN: 38-5618294), (b) VMS Precision Machining, Inc., a Delaware corporation (EIN: 20-8734561), (c) VMS Die Cast Technologies, LLC, a Michigan limited liability company (EIN: 38-6091473), and (d) each other Domestic Subsidiary that becomes a guarantor of the Obligations after the Closing Date pursuant to Section 6.11.
"Swap Contract" means any agreement relating to any transaction that is a "swap" within the meaning of Section 1a(47) of the Commodity Exchange Act (7 U.S.C. § 1a(47)).
"Swing Line Lender" means Pinnacle National Bank, National Association, in its capacity as provider of Swing Line Loans hereunder, together with its successors in such capacity.
"Swing Line Loan" means a Loan made to the Borrower by the Swing Line Lender pursuant to Section 2.04.
"Swing Line Sublimit" means $5,000,000. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.
"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees, or other charges imposed by any Governmental Authority, including any interest, additions to tax, or penalties applicable thereto.
"Term SOFR" means, with respect to any Interest Period, the Term SOFR Reference Rate for a tenor comparable to such Interest Period on the day that is two U.S. Government Securities Business Days prior to the first day of such Interest Period, as published by the CME Group Benchmark Administration Limited (or a successor administrator of the term SOFR reference rate); provided that in no event shall Term SOFR be less than the SOFR Floor.
"Tooling Capex" means capital expenditures by the Borrower and its Subsidiaries for tooling, dies, molds, fixtures, jigs, checking gauges, and related manufacturing equipment incurred in connection with new program launches, replacement program launches, and engineering changes for original equipment manufacturer (OEM) customers, all as determined in accordance with GAAP.
"Total Net Leverage Ratio" has the meaning assigned to "Maximum Total Net Leverage Ratio."
"USA PATRIOT Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56), as amended from time to time, and the rules and regulations issued thereunder.
Section 1.02 — Other Interpretive Provisions
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements, or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "herein," "hereof," and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (v) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.
(b) The table of contents and section headings herein and in the other Loan Documents are included herein for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
(c) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding"; provided, however, that with respect to a computation of fees or interest payable to the Administrative Agent or any Lender, such fees or interest shall accrue or be computed "to and including" the last day of such period.
Section 1.03 — Accounting Terms
(a) Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP as in effect on the Closing Date (the "Frozen GAAP Election").
(b) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards Codification Topic 825 (or any similar accounting standard) permitting a Person to value its financial liabilities at the fair value thereof. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders, and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.
Section 1.04 — Rounding
Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). For purposes of determining compliance with the financial covenants set forth in Section 7.11, each such financial ratio shall be calculated to two decimal places.
Section 1.05 — Times of Day
Unless otherwise specified, all references herein to times of day shall be references to Eastern Time (daylight or standard, as applicable).
Section 1.06 — Letter of Credit Amounts
Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
Section 1.07 — SOFR Benchmark Replacement
(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Term SOFR, then the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on such day and all subsequent settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; provided that, if the Administrative Agent has received notification from any Lender that such Lender objects to any proposed Benchmark Replacement (which objection shall be delivered within five Business Days of the date of any notice thereof), then the Administrative Agent shall not make such Benchmark Replacement without the written consent of the Required Lenders.
(b) Benchmark Transition Event. A "Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark: (i) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all available tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any available tenor of such Benchmark (or such component thereof); (ii) a public statement or publication of information by the regulatory supervisor of the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component), or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all available tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any available tenor of such Benchmark (or such component thereof); or (iii) a public statement or publication of information by the regulatory supervisor of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all available tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.
(c) Benchmark Replacement. "Benchmark Replacement" means the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time, and (ii) the related Benchmark Replacement Adjustment.
(d) Benchmark Replacement Adjustment. "Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body, or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.
(e) Conforming Changes. In connection with the use, administration, adoption, or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time, and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. "Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative, or operational changes (including changes to the definition of "ABR," the definition of "Business Day," the definition of "Interest Period," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions, and other technical, administrative, or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice.
(f) Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption, or implementation of a Benchmark Replacement. Any determination, decision, or election that may be made by the Administrative Agent or, if specified, by the Administrative Agent and the Borrower, pursuant to this Section 1.07, including any determination with respect to a tenor, rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance, or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 1.07.
ARTICLE II — THE COMMITMENTS AND CREDIT EXTENSIONS
Section 2.01 — Revolving Loans
(a) Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Loans to the Borrower from time to time on any Business Day during the period from and including the Closing Date to but excluding the Maturity Date in an aggregate principal amount that will not result in (i) such Lender's Revolving Credit Exposure exceeding such Lender's Commitment or (ii) the sum of the total Revolving Credit Exposures exceeding the Aggregate Commitments. The Aggregate Commitments as of the Closing Date shall be $45,000,000. Within the limits of each Lender's Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay pursuant to Section 2.05, and reborrow under this Section 2.01. Revolving Loans may be SOFR Loans or ABR Loans, as further provided herein.
(b) Each borrowing of Revolving Loans shall be made ratably among the Lenders in accordance with their respective Pro Rata Shares. The initial Pro Rata Shares of the Lenders are as set forth on Schedule 2.01: Pinnacle National Bank, N.A. — 50.0%; Great Lakes Commercial Lending Corp. — 30.0%; Ironbridge Capital Finance, LLC — 20.0%.
(c) Purpose. The proceeds of Revolving Loans shall be used by the Borrower solely (i) to finance Tooling Capex and (ii) subject to the Non-Tooling Capex Sublimit of  , for   In no event shall the proceeds of any Revolving Loan be used for any purpose prohibited by Section 6.10 or any other provision of this Agreement.
(d) Minimum Borrowing Amounts. Each borrowing of Revolving Loans consisting of SOFR Loans shall be in an aggregate principal amount of not less than $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if the then-available amount of the Aggregate Commitments is less than $1,000,000, such lesser available amount). Each borrowing of Revolving Loans consisting of ABR Loans shall be in an aggregate principal amount of not less than $500,000 or a whole multiple of $100,000 in excess thereof (or, if the then-available amount of the Aggregate Commitments is less than $500,000, such lesser available amount).
(e) For purposes of this Section 2.01, "Revolving Credit Exposure" means, with respect to any Lender at any time, the sum of (i) the outstanding principal amount of Revolving Loans made by such Lender, (ii) such Lender's Pro Rata Share of the outstanding amount of all Swing Line Loans, and (iii) such Lender's Pro Rata Share of the LC Obligations.
Section 2.02 — Borrowings, Conversions and Continuations of Loans
(a) Borrowing Requests. Each borrowing of Revolving Loans shall be made upon the Borrower's delivery to the Administrative Agent of a duly completed Borrowing Request substantially in the form of Exhibit A. Each such Borrowing Request shall be irrevocable and shall be delivered as follows: (i) in the case of SOFR Loans, not later than 1:00 p.m. Eastern Time three (3) Business Days prior to the requested date of such borrowing, and (ii) in the case of ABR Loans, not later than 1:00 p.m. Eastern Time on the requested date of such borrowing.
(b) Contents of Borrowing Request. Each Borrowing Request shall specify (i) the aggregate principal amount of the requested borrowing, (ii) whether the borrowing is to be comprised of SOFR Loans or ABR Loans (or a combination thereof), (iii) for SOFR Loans, the requested Interest Period (1, 3, or 6 months), (iv) the requested date of such borrowing (which shall be a Business Day), (v) wire transfer instructions for disbursement of proceeds, (vi) a certification by the Borrower that no Default or Event of Default exists as of the date of such Borrowing Request or would result from such borrowing, and (vii) if the proceeds of such borrowing are to be used for purposes other than Tooling Capex, a certification that, after giving effect to such borrowing, the aggregate outstanding Loans and LC Obligations for non-Tooling Capex purposes do not exceed the Non-Tooling Capex Sublimit of  
(c) Conversions and Continuations. The Borrower may elect from time to time to convert ABR Loans to SOFR Loans or to continue SOFR Loans as SOFR Loans for a new Interest Period, by delivering a written notice to the Administrative Agent (which may be in the form of a Borrowing Request) in accordance with the same notice requirements applicable to new borrowings of such type of Loans. Any such conversion or continuation shall be subject to the following: (i) each conversion of ABR Loans to SOFR Loans shall be in a minimum aggregate principal amount of $1,000,000; (ii) if the Borrower fails to select a new Interest Period for any SOFR Loan prior to the end of the then-current Interest Period, such SOFR Loan shall, at the end of such Interest Period, automatically be converted to an ABR Loan; (iii) no conversion to or continuation of SOFR Loans shall be permitted during the existence and continuance of a Default or Event of Default, and in such event all SOFR Loans shall be automatically converted to ABR Loans at the end of the then-current Interest Periods; and (iv) each continuation of SOFR Loans shall be in a minimum aggregate principal amount of $1,000,000.
(d) Administrative Agent's Actions. Upon receipt of a Borrowing Request, the Administrative Agent shall promptly notify each Lender of the details thereof and of the amount of such Lender's Pro Rata Share of the requested borrowing. Each Lender shall make the amount of its Pro Rata Share of each borrowing available to the Administrative Agent in immediately available funds at the Administrative Agent's office not later than 1:00 p.m. Eastern Time on the requested date of such borrowing. Upon satisfaction (or waiver) of the applicable conditions set forth in Article IV, the Administrative Agent shall make all funds so received available to the Borrower in like funds by crediting the account of the Borrower as directed in the applicable Borrowing Request.
Section 2.03 — Letters of Credit
(a) General. Subject to the terms and conditions set forth herein, the Issuing Lender agrees to issue, at the request of the Borrower, standby and commercial Letters of Credit for the account of the Borrower from time to time on any Business Day during the period from and including the Closing Date to but excluding the date that is five (5) Business Days prior to the Maturity Date; provided that the Issuing Lender shall not issue any Letter of Credit if, after giving effect to such issuance, (i) the LC Obligations would exceed the LC Sublimit of $7,500,000 or (ii) the sum of the total Revolving Credit Exposures would exceed the Aggregate Commitments.
(b) Issuance Procedure. Each request for the issuance of a Letter of Credit shall be made by the Borrower's delivery to the Issuing Lender (with a copy to the Administrative Agent) of a Letter of Credit Application not later than 12:00 noon Eastern Time at least three (3) Business Days prior to the proposed date of issuance (or such later date as the Issuing Lender may agree). Each Letter of Credit Application shall be accompanied by such other documents and information as the Issuing Lender may reasonably require. The Issuing Lender shall, unless it has received written notice from the Administrative Agent or the Required Lenders that the applicable conditions set forth in Article IV have not been satisfied, issue the requested Letter of Credit on the requested date of issuance.
(c) Expiration. No Letter of Credit shall have an expiration date later than the earlier of (i) the date that is one (1) year from the date of issuance thereof (or, in the case of any renewal or extension thereof, one (1) year from such renewal or extension); provided that any Letter of Credit with a one-year term may provide for the automatic renewal thereof for additional periods of one (1) year or less (which, in no event, shall extend beyond the date referred to in clause (ii) below) unless the Issuing Lender notifies the beneficiary thereof not less than thirty (30) days prior to any such renewal date that such Letter of Credit will not be renewed, and (ii) the date that is five (5) Business Days prior to the Maturity Date.
(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Lenders, the Issuing Lender hereby grants to each Lender, and each Lender hereby acquires from the Issuing Lender, a participation in such Letter of Credit equal to such Lend

dated as of

THE SUBSIDIARY GUARANTORS PARTY HERETO,

THE LENDERS PARTY HERETO,

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