1007-00001 · Vantage Mobility Systems Corp · Transaction Documents

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EQUAL PRIORITY INTERCREDITOR AGREEMENT

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

by and between

PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION as Administrative Agent and Collateral Agent under the Revolving Credit Agreement (the "Revolving Agent")

and

PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION as Administrative Agent and Collateral Agent under the Existing Credit Agreement (the "Term Agent")

Acknowledged and Agreed by:

VANTAGE MOBILITY SYSTEMS CORP. VMS TOOLING SOLUTIONS, LLC VMS PRECISION MACHINING, INC. VMS DIE CAST TECHNOLOGIES, LLC (collectively, the "Loan Parties")

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This EQUAL PRIORITY INTERCREDITOR AGREEMENT (this "Agreement") is to be entered into as of the Closing Date (targeted June 30, 2025), by and between PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, in its capacity as Administrative Agent and Collateral Agent under the Revolving Credit Agreement (as defined below) (in such capacity, the "Revolving Agent"), and PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, in its capacity as Administrative Agent and Collateral Agent under the Existing Credit Agreement (as defined below) (in such capacity, the "Term Agent," and together with the Revolving Agent, each an "Agent" and collectively, the "Agents").

This Agreement is acknowledged and agreed to by VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation ("VMS" or the "Borrower"), VMS TOOLING SOLUTIONS, LLC, a Michigan limited liability company, VMS PRECISION MACHINING, INC., a Delaware corporation, and VMS DIE CAST TECHNOLOGIES, LLC, a Michigan limited liability company (each, a "Subsidiary Guarantor" and, collectively with the Borrower, the "Loan Parties").

RECITALS

A. Reference is made to that certain Credit Agreement dated as of March 15, 2022 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"), among Vantage Mobility Systems Corp., as borrower, the subsidiary guarantors party thereto, Pinnacle National Bank, National Association, as administrative agent and collateral agent (in such capacity, the "Term Agent"), and the lenders from time to time party thereto (the "Term Lenders"). Pursuant to the Existing Credit Agreement, the Term Lenders extended to VMS senior secured first-lien term loans in an original aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000). As of the date hereof, the outstanding principal balance under the Existing Credit Agreement is approximately One Hundred Twelve Million Five Hundred Thousand Dollars ($112,500,000), reflecting scheduled amortization payments in the aggregate amount of Seventeen Million Five Hundred Thousand Dollars ($17,500,000) made since the closing of the Existing Credit Agreement. The term loans under the Existing Credit Agreement mature on March 15, 2028, and bear interest at a rate per annum equal to Term SOFR plus 375 basis points.

B. Reference is made to that certain Credit Agreement dated as of the date hereof (as amended, restated, supplemented, or otherwise modified from time to time, the "Revolving Credit Agreement"), among Vantage Mobility Systems Corp., as borrower, the subsidiary guarantors party thereto, Pinnacle National Bank, National Association, as administrative agent, collateral agent, issuing lender, and swing line lender (in such capacity, the "Revolving Agent"), and the lenders party thereto (the "Revolving Lenders"). Pursuant to the Revolving Credit Agreement, the Revolving Lenders have made available to VMS revolving credit commitments in the aggregate amount of Forty-Five Million Dollars ($45,000,000), allocated among the Revolving Lenders as follows: (i) Pinnacle National Bank, National Association, with a commitment of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), representing 50.0% of the aggregate commitments; (ii) Great Lakes Commercial Lending Corp., with a commitment of Thirteen Million Five Hundred Thousand Dollars ($13,500,000), representing 30.0% of the aggregate commitments; and (iii) Ironbridge Capital Finance, LLC, with a commitment of Nine Million Dollars ($9,000,000), representing 20.0% of the aggregate commitments. The revolving credit facility includes a swing line sublimit of Five Million Dollars ($5,000,000) and a letter of credit sublimit of Seven Million Five Hundred Thousand Dollars ($7,500,000). The revolving credit commitments under the Revolving Credit Agreement mature on June 30, 2029. The proceeds of the revolving credit facility are to be used for financing tooling capital expenditures and general corporate purposes, subject to a non-tooling capital expenditure sublimit equal to 25% of the aggregate revolving commitments, or Eleven Million Two Hundred Fifty Thousand Dollars ($11,250,000).

C. The obligations of the Borrower and the Subsidiary Guarantors under the Existing Credit Agreement and the Revolving Credit Agreement are secured by first-priority security interests in substantially all assets of the Borrower and each Subsidiary Guarantor, including, without limitation, all tooling, dies, molds, fixtures, machinery, equipment, accounts receivable, inventory, intellectual property, deposit accounts, securities accounts, and equity interests in the domestic subsidiaries of VMS (consisting of 100% of the equity interests in each domestic subsidiary) and 65% of the voting equity of VMS de México, S. de R.L. de C.V. (collectively, the "Shared Collateral").

D. The parties hereto desire to set forth the relative rights, obligations, and priorities of the Term Secured Parties and the Revolving Secured Parties with respect to the Shared Collateral on a pari passu, equal, and ratable basis, and to establish certain agreements regarding the exercise of remedies, the application of proceeds of Shared Collateral, and related matters as more particularly set forth herein.

E. VMS and each Subsidiary Guarantor, namely VMS Tooling Solutions, LLC (EIN 38-5618294), VMS Precision Machining, Inc. (EIN 20-8734561), and VMS Die Cast Technologies, LLC (EIN 38-6091473), have reviewed the terms of this Agreement and acknowledge and agree to the provisions set forth herein, including, without limitation, the equal-priority treatment of the Liens on the Shared Collateral and the pro rata sharing of proceeds as described herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS; RULES OF CONSTRUCTION

Section 1.01 — Definitions

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

"ABR" means the Alternate Base Rate, as such term is defined in the applicable Credit Document.

"Agents" means, collectively, the Term Agent and the Revolving Agent, and "Agent" means either of them.

"Agreement" means this Equal Priority Intercreditor Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with Section 10.05 hereof.

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

"Borrower" means Vantage Mobility Systems Corp., a corporation organized and existing under the laws of the State of Delaware (EIN: 38-4271956), with its principal place of business and headquarters located at 4100 Industrial Parkway, Auburn Hills, Michigan 48326.

"Business Day" means any day that is not a Saturday, Sunday, or other day on which commercial banks in New York City or Chicago, Illinois are authorized or required by law to remain closed.

"Closing Date" means June 30, 2025 (the targeted date for the closing of the Facility).

"Collateral" or "Shared Collateral" means all assets of the Loan Parties that are or may become subject to Liens securing the Obligations under either or both Credit Documents, including, without limitation, all tooling, dies, molds, fixtures, machinery, equipment, accounts receivable, inventory, intellectual property (including patents, trademarks, trade names, copyrights, and trade secrets), deposit accounts and securities accounts (including those maintained at Lakeshore Trust Company), pledged equity interests, general intangibles, chattel paper, instruments, letter-of-credit rights, commercial tort claims, supporting obligations, books and records, and all products and Proceeds of any and all of the foregoing, all as more particularly described in Exhibit B hereto.

"Credit Documents" means, collectively, the Existing Credit Agreement and the Revolving Credit Agreement, and all loan documents, security documents, guarantees, pledge agreements, control agreements, and ancillary agreements executed and delivered in connection therewith, in each case as amended, restated, supplemented, or otherwise modified from time to time.

"Default" means any event or condition that, with the giving of notice, the passage of time, or both, would constitute an Event of Default under the applicable Credit Document.

"DIP Financing" means debtor-in-possession financing provided to any Loan Party in connection with an Insolvency Proceeding, whether pursuant to Section 364 of the Bankruptcy Code or otherwise.

"Discharge of Revolving Obligations" means the date on which (a) all Revolving Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted) have been paid in full in cash, (b) all outstanding letters of credit issued under the Revolving Credit Agreement have been terminated, cash collateralized (at 103% of the stated amount thereof), or backstopped to the satisfaction of the applicable Issuing Lender, and (c) all commitments under the Revolving Credit Agreement have been permanently terminated.

"Discharge of Term Obligations" means the date on which (a) all Term Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted) have been paid in full in cash, and (b) all commitments under the Existing Credit Agreement have been permanently terminated.

"Enforcement Action" means any action by an Agent or a Secured Party to foreclose upon, realize upon, collect against, sell, or otherwise dispose of any Shared Collateral, or to exercise rights under any deposit account control agreement, securities account control agreement, or similar agreement, or to commence, prosecute, or join in any legal proceeding (including, without limitation, any judicial or non-judicial foreclosure action, any action for the appointment of a receiver, or any action under the Uniform Commercial Code) to collect, recover, or enforce any claim, right, or interest secured by or relating to the Shared Collateral, in each case, whether pursuant to the Credit Documents, applicable law, or otherwise.

"Equal Priority Obligations" means, collectively, the Term Obligations and the Revolving Obligations, each constituting a separate Series thereof.

"Event of Default" means an "Event of Default" as defined in the applicable Credit Document.

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

"Guarantee and Collateral Agreement" means the Guarantee and Collateral Agreement dated as of the date hereof, executed by VMS and the Subsidiary Guarantors in favor of the Revolving Agent, in its capacity as Collateral Agent for the benefit of the Revolving Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Insolvency Proceeding" means (a) any voluntary or involuntary proceeding commenced or pending under the Bankruptcy Code or under any other federal, state, or foreign bankruptcy, insolvency, receivership, reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or similar law, (b) any proceeding for the appointment of a receiver, trustee, liquidator, custodian, or other similar official for any Loan Party or for any substantial part of the property or assets of any Loan Party, or (c) any assignment for the benefit of creditors by any Loan Party.

"Issuing Lender" means Pinnacle National Bank, National Association, in its capacity as the issuer of letters of credit under the Revolving Credit Agreement, and any successor issuing lender thereunder.

"Lien" means any lien (statutory or otherwise), pledge, hypothecation, security interest, charge, encumbrance, mortgage, deed of trust, assignment, deposit arrangement, or other preferential arrangement of any kind or nature whatsoever, in each case in the nature of a security interest.

"Loan Parties" means, collectively, VMS and VMS Tooling Solutions, LLC, VMS Precision Machining, Inc., and VMS Die Cast Technologies, LLC, and "Loan Party" means any of them.

"Obligations" means, with respect to any Credit Document, all obligations (whether for principal, interest, premium, fees, indemnities, damages, costs, expenses, or otherwise) of the Loan Parties arising under or in connection with such Credit Document.

"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, governmental authority, or any other entity.

"Proceeds" means all proceeds of the Shared Collateral, including, without limitation, all insurance proceeds (including proceeds under Northland Mutual Insurance Co. policy NMI-2025-041876, with a minimum coverage amount of Fifty Million Dollars ($50,000,000) per occurrence), condemnation awards, and any other payments received in respect of any loss, damage to, or destruction or taking of, any Shared Collateral.

"Pro Rata Share" means, with respect to each Series of Equal Priority Obligations at any time, the proportion (expressed as a percentage) that the aggregate outstanding amount of such Series bears to the aggregate outstanding amount of all Equal Priority Obligations at such time, as calculated in accordance with Section 4.02 hereof.

"Revolving Agent" means Pinnacle National Bank, National Association, a national banking association, in its capacity as Administrative Agent and Collateral Agent under the Revolving Credit Agreement, and any successor agent appointed in accordance with the Revolving Credit Agreement.

"Revolving Credit Agreement" means that certain Credit Agreement (in substantially final form, to be dated as of the Closing Date), among Vantage Mobility Systems Corp., as borrower, the subsidiary guarantors party thereto, Pinnacle National Bank, National Association, as administrative agent, collateral agent, issuing lender, and swing line lender, and the lenders from time to time party thereto, as amended, restated, supplemented, or otherwise modified from time to time.

"Revolving Lenders" means Pinnacle National Bank, National Association, Great Lakes Commercial Lending Corp., Ironbridge Capital Finance, LLC, and any successors, transferees, and assigns of any of the foregoing that become lenders under the Revolving Credit Agreement from time to time.

"Revolving Obligations" means all Obligations of the Loan Parties arising under or in connection with the Revolving Credit Agreement and the other loan documents executed in connection therewith, including, without limitation, all principal (up to the aggregate revolving commitments of Forty-Five Million Dollars ($45,000,000), plus any accordion or incremental revolving commitments of up to Fifteen Million Dollars ($15,000,000) of additional revolving commitments), accrued and unpaid interest, fees (including commitment fees), letter of credit reimbursement obligations, swing line loan obligations, indemnities, costs, and expenses, in each case whether contingent or absolute, present or future, due or to become due.

"Revolving Secured Parties" means the Revolving Agent, the Revolving Lenders, the Issuing Lender, and the Swing Line Lender, and their respective successors and assigns.

"Secured Parties" means, collectively, the Term Secured Parties and the Revolving Secured Parties.

"Series" means each of the Term Obligations and the Revolving Obligations, each constituting a separate "Series" of Equal Priority Obligations hereunder.

"Subsidiary Guarantors" means VMS Tooling Solutions, LLC, VMS Precision Machining, Inc., and VMS Die Cast Technologies, LLC, and each of their respective successors and assigns, and "Subsidiary Guarantor" means any one of them.

"Swing Line Lender" means Pinnacle National Bank, National Association, in its capacity as the swing line lender under the Revolving Credit Agreement, and any successor swing line lender thereunder.

"Term Agent" means Pinnacle National Bank, National Association, a national banking association, in its capacity as Administrative Agent and Collateral Agent under the Existing Credit Agreement, and any successor agent appointed in accordance with the Existing Credit Agreement.

"Term Lenders" means the lenders from time to time party to the Existing Credit Agreement, and their respective successors and assigns.

"Term Obligations" means all Obligations of the Loan Parties arising under or in connection with the Existing Credit Agreement and the other loan documents executed in connection therewith, including, without limitation, all principal (approximately One Hundred Twelve Million Five Hundred Thousand Dollars ($112,500,000) outstanding as of the date hereof), accrued and unpaid interest, fees, indemnities, costs, and expenses, in each case whether contingent or absolute, present or future, due or to become due.

"Term Secured Parties" means the Term Agent and the Term Lenders, and their respective successors and assigns.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non-perfection, or the priority of any Lien on any Shared Collateral, is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York (including the State of Delaware or the State of Michigan), "UCC" shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection, or priority.

Section 1.02 — Rules of Construction

In this Agreement, unless the context otherwise requires:

(a) References to "Sections," "Articles," "Exhibits," and "Schedules" are references to the sections, articles, exhibits, and schedules of this Agreement.

(b) The table of contents and headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

(c) Words importing the singular shall include the plural and vice versa, and words importing any gender shall include the other genders.

(d) References to any statute, law, regulation, or rule shall be deemed to include references to all amendments, modifications, supplements, consolidations, replacements, and re-enactments thereof.

(e) The word "including" (and with correlative meaning "include" and "includes") means including without limiting the generality of any description preceding or following such word, and for purposes of this Agreement the rule of ejusdem generis shall not be applicable to limit a general statement followed by or referable to an enumeration of specific matters to matters similar to the matters specifically mentioned.

(f) References to any Person shall include such Person's successors and permitted assigns.

(g) References to any agreement, instrument, or other document shall mean such agreement, instrument, or other document as amended, restated, supplemented, or otherwise modified from time to time, except as otherwise expressly provided herein.

(h) The UCC as in effect in the State of New York shall apply to the construction of collateral-related terms used but not otherwise defined in this Agreement, unless the context otherwise requires.

Section 1.03 — Relationship of Agents

The parties hereto acknowledge and agree that the same legal entity, Pinnacle National Bank, National Association, serves as both the Term Agent (in its capacity as Administrative Agent and Collateral Agent under the Existing Credit Agreement) and the Revolving Agent (in its capacity as Administrative Agent and Collateral Agent under the Revolving Credit Agreement). Notwithstanding such common identity of entity, each such capacity is distinct and separate, and actions taken or omitted by Pinnacle National Bank, National Association in its capacity as Term Agent shall not be attributed to, or deemed to be actions of, Pinnacle National Bank, National Association in its capacity as Revolving Agent, and vice versa, unless this Agreement or the applicable Credit Document expressly provides otherwise. Each Agent shall exercise its rights and perform its obligations hereunder solely in the capacity set forth herein, and the fiduciary duties, if any, and obligations of each Agent run solely to the Secured Parties for which such Agent acts in such capacity. Nothing herein shall be construed to create a conflict of interest by reason of the fact that the same legal entity serves in both capacities, it being understood that each capacity carries separate and independent rights, duties, and obligations.

ARTICLE II — LIEN PRIORITY AND EQUALITY

Section 2.01 — Equal Priority

Notwithstanding anything to the contrary in any Credit Document, any security document, any UCC financing statement, any intellectual property security agreement, or any other agreement or instrument, or any provision of the UCC or any other applicable law, the Liens on the Shared Collateral securing the Term Obligations and the Liens on the Shared Collateral securing the Revolving Obligations are, and shall at all times be, of equal priority, pari passu with each other, and pro rata in all respects. No Series of Equal Priority Obligations shall have priority over any other Series with respect to the Shared Collateral. This equal-priority status shall apply regardless of (a) the date, time, method, manner, or order of the grant, creation, attachment, or perfection of any Lien on the Shared Collateral in favor of either Agent or any Secured Party, (b) any provision of the UCC, the Bankruptcy Code, or any other applicable federal, state, or foreign law, including any law governing the priority of security interests, (c) any filing or recording of any financing statement (including UCC-1 financing statements filed with the Secretary of State of the State of Delaware and the Department of State of the State of Michigan), mortgage, deed of trust, intellectual property security agreement (including any security agreement filed with the United States Patent and Trademark Office), or any other document or instrument, or (d) any other circumstance whatsoever. The parties hereto expressly agree that the equal-priority status of the Liens established by this Section 2.01 constitutes a contractual arrangement governing the relative priorities of the Liens among the Secured Parties and is intended to, and does, override any priority rules that would otherwise apply under applicable law.

Section 2.02 — No Alteration of Priority by Filing Order

The lien priority established by this Article II shall not be altered, modified, impaired, or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, increase, decrease, refunding, replacement, restructuring, or refinancing of either the Existing Credit Agreement or the Revolving Credit Agreement, or any loan document or security document executed in connection therewith, and regardless of whether any such amendment, modification, supplement, extension, renewal, restatement, increase, decrease, refunding, replacement, restructuring, or refinancing results in an increase or decrease in the aggregate amount of the applicable Series of Equal Priority Obligations.

Section 2.03 — Acknowledgment Regarding Existing Security Interests

(a) The Revolving Secured Parties hereby acknowledge that the security interests securing the Term Obligations under the Existing Credit Agreement were granted, created, and perfected prior to the date hereof. The Existing Credit Agreement was executed and delivered on March 15, 2022, and the security interests created thereunder were perfected on or about such date through the filing of UCC-1 financing statements, the execution and delivery of control agreements, the filing of intellectual property security agreements with the USPTO, and such other actions as were taken in connection with the closing of the Existing Credit Agreement.

(b) The Term Secured Parties hereby acknowledge that the security interests securing the Revolving Obligations under the Revolving Credit Agreement and the Guarantee and Collateral Agreement are intended to rank pari passu in all respects with the security interests securing the Term Obligations under the Existing Credit Agreement, and the Term Secured Parties consent to the creation and perfection of such security interests on an equal-priority basis.

(c) The respective UCC filings, control agreements, intellectual property filings, and other perfection actions taken by or on behalf of either Agent or any Secured Party shall not affect or alter the equal-priority treatment of the Liens established by this Agreement.

Section 2.04 — Permitted Liens and Additional Collateral

(a) Each Agent agrees, for itself and on behalf of the Secured Parties for which it acts, that it shall not, and shall not direct any Secured Party to, contest, challenge, or otherwise object to the validity, perfection, priority, or enforceability of any Lien on the Shared Collateral granted to or held by the other Agent or the Secured Parties represented thereby, in each case to the extent such Lien is granted pursuant to or in connection with the applicable Credit Documents.

(b) Each Agent agrees, for itself and on behalf of the Secured Parties for which it acts, that it shall not seek, and shall not direct any Secured Party to seek, judicial or other relief to subordinate, avoid, recharacterize, or set aside the Liens of the other Series of Equal Priority Obligations on the Shared Collateral, whether pursuant to any provision of the UCC, the Bankruptcy Code, or any other applicable law.

(c) Nothing in this Section 2.04 shall be construed to prevent either Agent from challenging, contesting, or objecting to Liens on the Shared Collateral held by Persons other than the Agents and the Secured Parties.

ARTICLE III — ENFORCEMENT OF SECURITY INTERESTS; REMEDIES

Section 3.01 — Exercise of Remedies — General Provisions

(a) Upon the occurrence and during the continuance of an Event of Default under the applicable Credit Document, the Agent under such Credit Document may commence or direct the commencement of an Enforcement Action with respect to the Shared Collateral, subject to the provisions of this Article III.

(b) Prior to the commencement of any Enforcement Action (other than the exercise of rights under a deposit account control agreement or securities account control agreement in circumstances constituting an emergency as reasonably determined by the acting Agent, including any circumstance in which a delay would reasonably be expected to result in material and irreversible dissipation or loss of Shared Collateral), the Agent proposing to commence such Enforcement Action shall provide to the other Agent at least five (5) Business Days' prior written notice (an "Enforcement Notice") specifying in reasonable detail the nature of the proposed Enforcement Action and the Event of Default giving rise thereto.

(c) Upon receipt of an Enforcement Notice, the Agents shall consult with each other in good faith regarding the conduct of the proposed Enforcement Action, including the timing, manner, and scope thereof, with a view to maximizing the aggregate value of the Shared Collateral for the benefit of all Secured Parties. Notwithstanding the foregoing, the obligation to consult shall not require the consent or approval of the non-acting Agent as a condition to the commencement of any Enforcement Action following the expiration of the five (5) Business Day notice period referenced in clause (b) above.

Section 3.02 — Right to Initiate Enforcement

(a) Either Agent may initiate Enforcement Actions upon the occurrence and during the continuance of an Event of Default under the Credit Document for which such Agent acts. Neither Agent shall be required to obtain the consent of the other Agent prior to initiating an Enforcement Action, subject to the notice requirement set forth in Section 3.01(b).

(b) In the event that both Agents wish to initiate Enforcement Actions with respect to the same or overlapping Shared Collateral, the Agents shall cooperate and coordinate with each other in good faith to avoid duplicative, inconsistent, or conflicting actions. In such circumstances, an Enforcement Action initiated by one Agent shall be deemed to have been taken for the benefit of all Secured Parties on a pro rata basis in accordance with Article IV, and the Agents shall use commercially reasonable efforts to act through a single, coordinated enforcement process.

(c) In the event that only one Agent initiates an Enforcement Action, such Agent shall act for the benefit of all Secured Parties (subject to the pro rata sharing provisions of Article IV). The Agent initiating such Enforcement Action shall keep the other Agent reasonably informed of the progress and status thereof and shall apply all Proceeds realized therefrom in accordance with Section 4.01.

Section 3.03 — Standstill Provisions

(a) If an Event of Default exists under one Credit Document but no Event of Default exists under the other Credit Document, the Agent under the non-defaulted Credit Document shall not be required to commence any Enforcement Action. Such non-acting Agent shall not, however, interfere with, obstruct, delay, or otherwise impede any Enforcement Action being taken by the Agent under the defaulted Credit Document in accordance with this Agreement.

(b) No Agent and no Secured Party shall take any Enforcement Action, or assert any claim or right with respect to the Shared Collateral, that is inconsistent with the equal-priority status of the Liens established by Article II or the pro rata sharing provisions of Article IV. Any Enforcement Action taken in violation of this Section 3.03(b) shall be deemed void and of no force or effect as between the Agents and the Secured Parties to the extent of such inconsistency, and any Proceeds received by any Agent or Secured Party as a result of such action shall be subject to the turnover provisions of Section 4.03.

Section 3.04 — Cooperation and Information Sharing

(a) Each Agent agrees to cooperate reasonably with the other Agent in connection with any Enforcement Action, including, without limitation, by (i) providing reasonable access to books and records relating to the Shared Collateral, (ii) executing and delivering such documents, instruments, and agreements as may be reasonably necessary to facilitate the Enforcement Action, and (iii) refraining from taking any action that would materially and adversely affect the other Agent's ability to enforce its Liens on the Shared Collateral.

(b) Each Agent agrees to share with the other Agent, promptly upon receipt or delivery, copies of any material notices, reports, certificates, or communications received from or delivered to the Loan Parties that relate to the Shared Collateral, including, without limitation, any default notices, notices of the occurrence of a casualty event or condemnation, any environmental notices, and any notices relating to the disposition of Shared Collateral.

(c) Each Agent agrees not to take any action, or to direct any Secured Party to take any action, that would be reasonably expected to materially impair the value of the Shared Collateral or the interests of the other Secured Parties therein, except as expressly permitted by this Agreement or the applicable Credit Documents.

Section 3.05 — No Separate Enforcement by Individual Lenders

No individual Term Lender or Revolving Lender shall exercise, or attempt to exercise, any remedy against the Shared Collateral, or take any Enforcement Action with respect to the Shared Collateral, independently of and without the direction of the applicable Agent. All Enforcement Actions must be directed through the applicable Agent in accordance with the terms of the applicable Credit Document and this Agreement. This Section 3.05 is intended for the benefit of each Agent and the Secured Parties for which such Agent acts, and each Agent may enforce this provision against any Lender for which it acts or against any other Secured Party.

Section 3.06 — Control of Deposit Account Control Agreements

(a) The Agents shall coordinate with each other regarding the exercise of control rights under deposit account control agreements and securities account control agreements, including, without limitation, any control agreement with Lakeshore Trust Company relating to deposit accounts of VMS maintained at Lakeshore Trust Company (including the account ending in 7841) and any other deposit accounts or securities accounts of the Loan Parties.

(b) In the event that either Agent exercises exclusive control over any deposit account or securities account pursuant to any control agreement, all funds, proceeds, and other amounts received by such Agent as a result of the exercise of such control rights shall constitute Proceeds of Shared Collateral and shall be subject to the pro rata sharing provisions of Article IV. The Agent exercising such control rights shall hold such funds, proceeds, and amounts for the benefit of all Secured Parties and shall apply the same in accordance with Section 4.01.

(c) Each Agent agrees not to exercise exclusive control over any deposit account or securities account in a manner designed or intended to give one Series of Equal Priority Obligations priority or preference over the other Series, except to the extent necessary to preserve or protect the Shared Collateral in an emergency as described in Section 3.01(b).

ARTICLE IV — APPLICATION OF PROCEEDS; PRO RATA SHARING

Section 4.01 — Application of Proceeds

All Proceeds of Shared Collateral received by any Agent or any Secured Party from any Enforcement Action, insurance recovery (including, without limitation, any recovery under Northland Mutual Insurance Co. policy NMI-2025-041876), condemnation award, or distribution in any Insolvency Proceeding, or otherwise in connection with the realization upon, collection of, or foreclosure upon any Shared Collateral, shall be applied by the Agent receiving such Proceeds in the following order of priority:

First, to the payment and reimbursement of all reasonable and documented costs and expenses incurred by each Agent in connection with the Enforcement Action, collection, or realization upon the Shared Collateral, including, without limitation, reasonable and documented attorneys' fees and disbursements, court costs, receiver's fees, collateral disposition costs, appraisal fees, and other out-of-pocket expenses, allocated on a pro rata basis between the Agents; provided that costs and expenses that are solely attributable to one Series shall be reimbursed solely from the share of Proceeds allocated to such Series;

Second, to the payment of the Equal Priority Obligations on a Pro Rata Share basis, with the aggregate Proceeds (after application pursuant to clause First above) allocated between the Term Obligations and the Revolving Obligations based upon the respective aggregate outstanding amounts of each Series at the time of distribution, as calculated in accordance with Section 4.02; and

Third, after the Discharge of Term Obligations and the Discharge of Revolving Obligations have both occurred, any remaining surplus Proceeds shall be paid to VMS (or such other Person as may be entitled thereto under applicable law) or as a court of competent jurisdiction may direct.

Section 4.02 — Pro Rata Calculation

(a) The Pro Rata Share of each Series shall be calculated as of the date of distribution (or such other date as may be expressly specified in this Agreement or agreed to by the Agents) as follows:

(i) Term Obligations Pro Rata Share = Outstanding Term Obligations ÷ (Outstanding Term Obligations + Outstanding Revolving Obligations)

(ii) Revolving Obligations Pro Rata Share = Outstanding Revolving Obligations ÷ (Outstanding Term Obligations + Outstanding Revolving Obligations)

(b) For purposes of computing the Pro Rata Share:

(i) "Outstanding Term Obligations" shall include all outstanding principal under the Existing Credit Agreement (approximately One Hundred Twelve Million Five Hundred Thousand Dollars ($112,500,000) as of the date hereof, subject to scheduled amortization, voluntary prepayments, and mandatory prepayments), all accrued and unpaid interest, all unpaid fees, and all other obligations under the Existing Credit Agreement and the related loan documents, whether contingent or absolute, present or future, due or to become due;

(ii) "Outstanding Revolving Obligations" shall include all outstanding principal under the Revolving Credit Agreement (up to the aggregate revolving commitments of Forty-Five Million Dollars ($45,000,000), plus any accordion or incremental revolving commitments of up to Fifteen Million Dollars ($15,000,000)), all accrued and unpaid interest, all letter of credit reimbursement obligations (subject to the letter of credit sublimit of Seven Million Five Hundred Thousand Dollars ($7,500,000)), all outstanding swing line loans (subject to the swing line sublimit of Five Million Dollars ($5,000,000)), all commitment fees, all unpaid fees, and all other obligations under the Revolving Credit Agreement and the related loan documents, whether contingent or absolute, present or future, due or to become due;

(iii) For the avoidance of doubt, the undrawn amount of the revolving commitments under the Revolving Credit Agreement shall not be included in the calculation of Outstanding Revolving Obligations; only amounts actually drawn, accrued, or owing shall be taken into account; provided, however, that outstanding letters of credit (whether or not drawn) and contingent reimbursement obligations thereunder shall be included; and

(iv) The determination of the aggregate outstanding amounts of each Series shall be made by the applicable Agent, and each Agent shall provide the other Agent with a written calculation of such amounts promptly upon request.

Section 4.03 — Turnover and Sharing

(a) If any Agent or any Secured Party receives Proceeds of Shared Collateral or any payment from any source in respect of the Equal Priority Obligations that, when taken together with all prior distributions and payments received by such Agent or Secured Party, results in such Agent or Secured Party having received an amount in excess of its Pro Rata Share of the aggregate Proceeds or payments distributed in respect of the Equal Priority Obligations, such Agent or Secured Party shall promptly (and in any event within two (2) Business Days of receipt) turn over and pay the amount of such excess to the other Agent for application in accordance with Section 4.01.

(b) The turnover obligation set forth in clause (a) above shall apply regardless of whether the payment or distribution is received voluntarily, involuntarily, by exercise of set-off or banker's lien, by exercise of remedies, by operation of law, pursuant to an order or judgment of a court, or otherwise.

(c) Notwithstanding the foregoing, the turnover obligation set forth in this Section 4.03 shall not apply to payments received by an Agent or Secured Party in the ordinary course of business under the applicable Credit Document (including, without limitation, regularly scheduled payments of principal, interest, commitment fees, and letter of credit fees) that do not arise from or relate to an Enforcement Action, an insurance recovery, a condemnation award, or a distribution in an Insolvency Proceeding. For the avoidance of doubt, any mandatory prepayment received by an Agent that arises from a casualty event, condemnation, asset disposition, or other event triggering the application of collateral proceeds shall be subject to the pro rata sharing provisions of this Article IV.

(d) Any amounts turned over pursuant to this Section 4.03 shall be applied by the receiving Agent in accordance with Section 4.01 and distributed to the Secured Parties for which it acts in accordance with the terms of the applicable Credit Document.

Section 4.04 — Insurance Proceeds

All insurance proceeds received from policies covering the Shared Collateral, including, without limitation, proceeds received under Northland Mutual Insurance Co. policy NMI-2025-041876 (with coverage of Fifty Million Dollars ($50,000,000) per occurrence), shall be applied in accordance with Section 4.01. To the extent that the Existing Credit Agreement or the Revolving Credit Agreement contains mandatory prepayment provisions triggered by casualty events or insurance recoveries, the mandatory prepayment obligations under each Credit Document shall be satisfied on a Pro Rata Share basis from the aggregate insurance proceeds received, and neither Series shall receive a disproportionate share of such proceeds. Each Agent shall cooperate with the other Agent in connection with the filing and prosecution of insurance claims and the receipt and application of insurance proceeds.

Section 4.05 — No Double Recovery

Nothing in this Agreement shall entitle any Secured Party to receive, in the aggregate, more than the full amount of its Equal Priority Obligations. If any Secured Party receives payments, distributions, or Proceeds in excess of the full amount of its Equal Priority Obligations, such excess shall be promptly returned or paid over to the Loan Parties (or such other Person as may be entitled thereto) or held for the benefit of the other Secured Parties in accordance with Section 4.01.

ARTICLE V — INSOLVENCY PROCEEDINGS

Section 5.01 — Filing of Claims

(a) Each Agent may file a proof of claim or other appropriate pleading in any Insolvency Proceeding involving any Loan Party on behalf of the Secured Parties for which it acts as agent, and each Agent shall have the right, but not the obligation, to file such claims in accordance with the applicable rules and procedures of the relevant court.

(b) To the extent that only one Agent files a proof of claim in any Insolvency Proceeding, such Agent shall include in such claim the aggregate amount of all Equal Priority Obligations (encompassing both the Term Obligations and the Revolving Obligations), and shall identify the other Agent and the Secured Parties represented thereby as holders of claims entitled to share in any distribution on a Pro Rata Share basis. The filing Agent shall promptly notify the other Agent of such filing and shall provide the other Agent with a copy of the proof of claim as filed.

(c) Each Agent agrees to cooperate with the other Agent in connection with the filing and prosecution of claims in any Insolvency Proceeding and to coordinate efforts to maximize the recovery for all Secured Parties on a pro rata basis.

Section 5.02 — DIP Financing

Each Agent agrees, for itself and on behalf of the Secured Parties for which it acts, that it shall not object to, and shall not direct any Secured Party to object to, any DIP Financing obtained by any Loan Party in any Insolvency Proceeding, provided that each of the following conditions is satisfied:

(a) such DIP Financing is secured by Liens on the Shared Collateral that prime the Liens of the Equal Priority Obligations, so long as both Series of Equal Priority Obligations are equally primed (i.e., the DIP Liens shall prime both the Term Obligations Liens and the Revolving Obligations Liens on a pari passu basis, and shall not prime one Series without equally priming the other);

(b) each Series of Equal Priority Obligations is granted adequate protection on an equal and ratable basis in connection with such DIP Financing, including, without limitation, replacement liens, superpriority administrative expense claims, or other forms of adequate protection, in each case provided on a Pro Rata Share basis;

(c) the terms of the DIP Financing do not require, and the Loan Parties are not required to seek or support, any relief that would be inconsistent with the equal-priority status of the Liens established by this Agreement or the pro rata sharing provisions of Article IV; and

(d) the DIP Financing does not, directly or indirectly, require the Loan Parties to challenge, contest, or otherwise seek to avoid or subordinate the Liens of either Series of Equal Priority Obligations.

Section 5.03 — Adequate Protection

(a) In any Insolvency Proceeding, each Agent agrees to seek adequate protection for the Secured Parties on a pro rata basis consistent with this Agreement. Neither Agent shall seek or accept adequate protection that provides a disproportionate benefit to one Series of Equal Priority Obligations over the other, unless both Agents consent in writing to such differential treatment.

(b) Any adequate protection payments (whether in the form of cash payments, replacement liens, superpriority claims, or otherwise) received by either Agent in any Insolvency Proceeding shall constitute Proceeds of Shared Collateral and shall be shared on a Pro Rata Share basis in accordance with Article IV. If either Agent receives adequate protection payments in excess of its Pro Rata Share, such excess shall be promptly turned over to the other Agent in accordance with Section 4.03.

Section 5.04 — Sale of Collateral in Insolvency Proceedings

(a) Each Agent agrees, for itself and on behalf of the Secured Parties for which it acts, that it shall not object to any sale, transfer, or other disposition of Shared Collateral approved by the bankruptcy court pursuant to Section 363 of the Bankruptcy Code (whether under subsection (b), (f), or otherwise) or pursuant to any plan of reorganization confirmed under Section 1129 of the Bankruptcy Code, provided that (i) the Liens of both Series of Equal Priority Obligations attach to the proceeds of such sale, transfer, or disposition on a pari passu basis, and (ii) such proceeds are distributed in accordance with Section 4.01 and the other provisions of Article IV.

(b) No Agent and no Secured Party shall submit a credit bid (within the meaning of Section 363(k) of the Bankruptcy Code) for the claims of any one Series to the exclusion of the other Series. Any credit bid submitted in connection with a sale of Shared Collateral must be submitted on behalf of all Secured Parties on a pro rata basis, and the amount of such credit bid shall reflect the aggregate claims of both Series of Equal Priority Obligations in proportion to their respective Pro Rata Shares. The Agents shall cooperate and coordinate in good faith with respect to any credit bid, including with respect to the amount and terms thereof.

Section 5.05 — Waivers in Insolvency

Each Agent and the Secured Parties for which it acts hereby waive any right to object to any Insolvency Proceeding, or to any action taken or proposed to be taken in any Insolvency Proceeding, solely on the basis of the priority of Liens established by this Agreement or the provisions of this Agreement. Nothing in this Section 5.05 shall be construed to waive any other rights of the Agents or the Secured Parties in any Insolvency Proceeding, including the right to object to any action that is not consistent with the terms of this Agreement.

ARTICLE VI — AGREEMENTS WITH RESPECT TO LIEN RELEASES; COLLATERAL MATTERS

Section 6.01 — Release of Liens

If either Agent releases its Lien on any item of Shared Collateral in connection with any sale, transfer, lease, or other disposition of such Shared Collateral that is permitted under the terms of the applicable Credit Document (including any disposition permitted under the terms of the Existing Credit Agreement or the Revolving Credit Agreement), the other Agent shall simultaneously (or as promptly as practicable) release its Lien on such Shared Collateral, and such other Agent shall execute and deliver such UCC termination statements, lien releases, mortgage discharges, and other instruments of release as may be reasonably necessary to effectuate such release. Any proceeds of such disposition shall remain Shared Collateral to the extent they constitute Proceeds (as defined herein) or shall be applied in accordance with the terms of the applicable Credit Documents (including any mandatory prepayment provisions triggered by such disposition), subject in each case to the pro rata sharing provisions of Article IV.

Section 6.02 — Amendment to Security Documents

Each Agent shall, at the reasonable written request of the other Agent and at the sole cost and expense of the Loan Parties, execute and deliver, or cause to be executed and delivered, such documents, amendments, instruments, certificates, and agreements as may be reasonably necessary or desirable to (a) evidence the equal-priority status of the Liens on the Shared Collateral established by this Agreement, (b) give effect to the provisions of this Agreement, or (c) otherwise maintain the perfection and enforceability of the Liens on the Shared Collateral in accordance with this Agreement and the applicable Credit Documents.

Section 6.03 — UCC Filing Coordination

(a) The Agents shall coordinate with each other with respect to UCC-1 financing statements and any amendments, continuations, assignments, or terminations thereof, filed or to be filed with the Secretary of State of the State of Delaware and the Department of State of the State of Michigan (and any other relevant filing office), in each case in order to maintain and preserve the equal-priority status of the Liens on the Shared Collateral.

(b) Where applicable and permitted by the relevant filing office, UCC financing statements or amendments thereto may reference this Intercreditor Agreement and the equal-priority treatment established hereby.

(c) Each Agent shall promptly notify the other Agent of any UCC financing statement, amendment, continuation, or termination filed by or on behalf of such Agent with respect to the Shared Collateral.

Section 6.04 — Intellectual Property Filings

The Agents shall coordinate with each other regarding intellectual property security agreement filings with the United States Patent and Trademark Office, the United States Copyright Office, and any other relevant intellectual property registry, in each case to ensure consistent and coordinated perfection and priority of the Liens on the intellectual property included within the Shared Collateral. Each Agent shall promptly provide the other Agent with copies of any intellectual property security agreement or filing made by or on behalf of such Agent.

Section 6.05 — Further Assurances

Each party hereto agrees to take, at the sole cost and expense of the Loan Parties, all commercially reasonable actions and to execute and deliver all commercially reasonable documents and instruments as may be necessary or desirable to (a) maintain the security interests in the Shared Collateral contemplated by this Agreement and the Credit Documents, (b) preserve and protect the equal-priority status of the Liens established by this Agreement, and (c) give full effect to the terms and provisions of this Agreement. Without limiting the generality of the foregoing, each party agrees to cooperate with the other parties hereto in connection with any filing, registration, or recording that may be necessary or desirable to maintain or perfect any Lien on the Shared Collateral.

ARTICLE VII — REFINANCING AND REPLACEMENT FACILITIES

Section 7.01 — Refinancing of Existing Credit Agreement

If the Term Obligations under the Existing Credit Agreement (which matures on March 15, 2028) are refinanced, replaced, renewed, or restructured in whole or in part by one or more replacement or successor credit facilities, the obligations under such replacement or successor credit facility may become a Series of Equal Priority Obligations for all purposes of this Agreement, provided that each of the following conditions is satisfied:

(a) the replacement or successor agent (or, if there is no agent, the replacement or successor lender or lenders) executes and delivers a joinder agreement in accordance with Section 7.03, agreeing to be bound by the terms of this Agreement in the capacity of Term Agent (or such other capacity as may be applicable);

(b) the aggregate principal amount of the replacement or successor obligations does not exceed the aggregate principal amount of the Term Obligations outstanding immediately prior to such refinancing, plus (i) any additional amounts permitted under the Revolving Credit Agreement (including any accordion or incremental amounts), (ii) amounts necessary to pay accrued and unpaid interest, fees, premiums, and transaction costs in connection with such refinancing, and (iii) any additional amounts agreed to in writing by the Revolving Agent;

(c) the Liens securing the replacement or successor obligations are granted on the same Shared Collateral (and no other collateral) and rank pari passu with the Revolving Obligations in accordance with Article II; and

(d) VMS acknowledges and agrees in writing to the terms of such joinder and the treatment of such replacement or successor obligations as a Series of Equal Priority Obligations.

Section 7.02 — Refinancing of Revolving Credit Agreement

If the Revolving Obligations under the Revolving Credit Agreement (which matures on June 30, 2029) are refinanced, replaced, renewed, or restructured in whole or in part by one or more replacement or successor credit facilities, the obligations under such replacement or successor credit facility may become a Series of Equal Priority Obligations for all purposes of this Agreement, subject to conditions substantially similar to those set forth in Section 7.01, mutatis mutandis, including (a) the execution and delivery by the replacement or successor agent of a joinder agreement in accordance with Section 7.03, (b) compliance with the aggregate principal amount limitations as agreed by the Term Agent, (c) the grant of Liens on the same Shared Collateral on a pari passu basis with the Term Obligations, and (d) the acknowledgment by VMS of such treatment.

Section 7.03 — Joinder Mechanics

(a) Any replacement or additional agent may become a party to this Agreement by executing and delivering a joinder agreement substantially in the form attached hereto as Exhibit A, or in such other form as may be reasonably satisfactory to each existing Agent and acknowledged by VMS.

(b) Upon the effectiveness of any such joinder agreement, the replacement or additional agent shall be deemed to be a party to this Agreement in the applicable capacity (as Term Agent, Revolving Agent, or such other capacity as may be set forth in the joinder agreement), and the replacement or successor obligations shall constitute a Series of Equal Priority Obligations for all purposes hereunder.

(c) Each existing Agent agrees to execute and deliver such amendments or supplements to this Agreement as may be reasonably necessary or desirable to give effect to any such joinder, and VMS agrees to execute and deliver any acknowledgments or other documents reasonably requested in connection therewith.

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.01 — Each Agent's Representations

Each Agent represents and warrants to the other Agent and to the Loan Parties, as of the date hereof, as follows:

(a) Organization and Good Standing. Such Agent is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization. Pinnacle National Bank, National Association is a national banking association chartered by the Office of the Comptroller of the Currency under the National Bank Act, with its principal office located at 311 South Wacker Drive, Suite 3200, Chicago, Illinois 60606.

(b) Power and Authority. Such Agent has full power, authority, and legal right to execute, deliver, and perform its obligations under this Agreement and to carry out the transactions contemplated hereby.

(c) Due Authorization, Execution, and Delivery. This Agreement has been duly authorized by all necessary corporate or other organizational action on the part of such Agent, and has been duly executed and delivered by such Agent.

(d) Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of such Agent, enforceable against such Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(e) No Conflicts. The execution, delivery, and performance of this Agreement by such Agent does not and will not (i) violate any law, rule, regulation, order, judgment, or decree applicable to such Agent, (ii) violate or conflict with the organizational documents of such Agent, or (iii) result in a breach of, or constitute a default under, any material agreement or instrument to which such Agent is a party or by which it is bound.

Section 8.02 — Loan Parties' Representations

VMS and each Subsidiary Guarantor represent and warrant to each Agent and to the Secured Parties, as of the date hereof, as follows:

(a) VMS. Vantage Mobility Systems Corp. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (EIN: 38-4271956), and is qualified to do business and in good standing in the State of Michigan. VMS's principal place of business is located at 4100 Industrial Parkway, Auburn Hills, Michigan 48326. VMS's registered agent in the State of Delaware is Capitol Registered Agents, Inc., with an address of 1209 Orange Street, Wilmington, Delaware 19801.

(b) VMS Tooling Solutions, LLC. VMS Tooling Solutions, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Michigan (EIN: 38-5618294). One hundred percent (100%) of the equity interests in VMS Tooling Solutions, LLC are owned by VMS.

(c) VMS Precision Machining, Inc. VMS Precision Machining, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (EIN: 20-8734561). One hundred percent (100%) of the issued and outstanding shares of capital stock of VMS Precision Machining, Inc. are owned by VMS.

(d) VMS Die Cast Technologies, LLC. VMS Die Cast Technologies, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Michigan (EIN: 38-6091473). One hundred percent (100%) of the equity interests in VMS Die Cast Technologies, LLC are owned by VMS.

(e) Power and Authority. Each Loan Party has the corporate or limited liability company power and authority to execute, de

EQUAL PRIORITY INTERCREDITOR AGREEMENT
To be dated as of the Closing Date (targeted June 30, 2025)
by and between
PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION as Administrative Agent and Collateral Agent under the Revolving Credit Agreement (the "Revolving Agent")
and
PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION as Administrative Agent and Collateral Agent under the Existing Credit Agreement (the "Term Agent")
Acknowledged and Agreed by:
VANTAGE MOBILITY SYSTEMS CORP. VMS TOOLING SOLUTIONS, LLC VMS PRECISION MACHINING, INC. VMS DIE CAST TECHNOLOGIES, LLC (collectively, the "Loan Parties")
TABLE OF CONTENTS
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This EQUAL PRIORITY INTERCREDITOR AGREEMENT (this "Agreement") is to be entered into as of the Closing Date (targeted June 30, 2025), by and between PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, in its capacity as Administrative Agent and Collateral Agent under the Revolving Credit Agreement (as defined below) (in such capacity, the "Revolving Agent"), and PINNACLE NATIONAL BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, in its capacity as Administrative Agent and Collateral Agent under the Existing Credit Agreement (as defined below) (in such capacity, the "Term Agent," and together with the Revolving Agent, each an "Agent" and collectively, the "Agents").
This Agreement is acknowledged and agreed to by VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation ("VMS" or the "Borrower"), VMS TOOLING SOLUTIONS, LLC, a Michigan limited liability company, VMS PRECISION MACHINING, INC., a Delaware corporation, and VMS DIE CAST TECHNOLOGIES, LLC, a Michigan limited liability company (each, a "Subsidiary Guarantor" and, collectively with the Borrower, the "Loan Parties").
RECITALS
A. Reference is made to that certain Credit Agreement dated as of March 15, 2022 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"), among Vantage Mobility Systems Corp., as borrower, the subsidiary guarantors party thereto, Pinnacle National Bank, National Association, as administrative agent and collateral agent (in such capacity, the "Term Agent"), and the lenders from time to time party thereto (the "Term Lenders"). Pursuant to the Existing Credit Agreement, the Term Lenders extended to VMS senior secured first-lien term loans in an original aggregate principal amount of One Hundred Thirty Million Dollars ($130,000,000). As of the date hereof, the outstanding principal balance under the Existing Credit Agreement is approximately One Hundred Twelve Million Five Hundred Thousand Dollars ($112,500,000), reflecting scheduled amortization payments in the aggregate amount of Seventeen Million Five Hundred Thousand Dollars ($17,500,000) made since the closing of the Existing Credit Agreement. The term loans under the Existing Credit Agreement mature on March 15, 2028, and bear interest at a rate per annum equal to Term SOFR plus 375 basis points.
B. Reference is made to that certain Credit Agreement dated as of the date hereof (as amended, restated, supplemented, or otherwise modified from time to time, the "Revolving Credit Agreement"), among Vantage Mobility Systems Corp., as borrower, the subsidiary guarantors party thereto, Pinnacle National Bank, National Association, as administrative agent, collateral agent, issuing lender, and swing line lender (in such capacity, the "Revolving Agent"), and the lenders party thereto (the "Revolving Lenders"). Pursuant to the Revolving Credit Agreement, the Revolving Lenders have made available to VMS revolving credit commitments in the aggregate amount of Forty-Five Million Dollars ($45,000,000), allocated among the Revolving Lenders as follows: (i) Pinnacle National Bank, National Association, with a commitment of Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), representing 50.0% of the aggregate commitments; (ii) Great Lakes Commercial Lending Corp., with a commitment of Thirteen Million Five Hundred Thousand Dollars ($13,500,000), representing 30.0% of the aggregate commitments; and (iii) Ironbridge Capital Finance, LLC, with a commitment of Nine Million Dollars ($9,000,000), representing 20.0% of the aggregate commitments. The revolving credit facility includes a swing line sublimit of Five Million Dollars ($5,000,000) and a letter of credit sublimit of Seven Million Five Hundred Thousand Dollars ($7,500,000). The revolving credit commitments under the Revolving Credit Agreement mature on June 30, 2029. The proceeds of the revolving credit facility are to be used for financing tooling capital expenditures and general corporate purposes, subject to a non-tooling capital expenditure sublimit equal to 25% of the aggregate revolving commitments, or Eleven Million Two Hundred Fifty Thousand Dollars ($11,250,000).
C. The obligations of the Borrower and the Subsidiary Guarantors under the Existing Credit Agreement and the Revolving Credit Agreement are secured by first-priority security interests in substantially all assets of the Borrower and each Subsidiary Guarantor, including, without limitation, all tooling, dies, molds, fixtures, machinery, equipment, accounts receivable, inventory, intellectual property, deposit accounts, securities accounts, and equity interests in the domestic subsidiaries of VMS (consisting of 100% of the equity interests in each domestic subsidiary) and 65% of the voting equity of VMS de México, S. de R.L. de C.V. (collectively, the "Shared Collateral").
D. The parties hereto desire to set forth the relative rights, obligations, and priorities of the Term Secured Parties and the Revolving Secured Parties with respect to the Shared Collateral on a pari passu, equal, and ratable basis, and to establish certain agreements regarding the exercise of remedies, the application of proceeds of Shared Collateral, and related matters as more particularly set forth herein.
E. VMS and each Subsidiary Guarantor, namely VMS Tooling Solutions, LLC (EIN 38-5618294), VMS Precision Machining, Inc. (EIN 20-8734561), and VMS Die Cast Technologies, LLC (EIN 38-6091473), have reviewed the terms of this Agreement and acknowledge and agree to the provisions set forth herein, including, without limitation, the equal-priority treatment of the Liens on the Shared Collateral and the pro rata sharing of proceeds as described herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS; RULES OF CONSTRUCTION
Section 1.01 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"ABR" means the Alternate Base Rate, as such term is defined in the applicable Credit Document.
"Agents" means, collectively, the Term Agent and the Revolving Agent, and "Agent" means either of them.
"Agreement" means this Equal Priority Intercreditor Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with Section 10.05 hereof.
"Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.), as amended from time to time.
"Borrower" means Vantage Mobility Systems Corp., a corporation organized and existing under the laws of the State of Delaware (EIN: 38-4271956), with its principal place of business and headquarters located at 4100 Industrial Parkway, Auburn Hills, Michigan 48326.
"Business Day" means any day that is not a Saturday, Sunday, or other day on which commercial banks in New York City or Chicago, Illinois are authorized or required by law to remain closed.
"Closing Date" means June 30, 2025 (the targeted date for the closing of the Facility).
"Collateral" or "Shared Collateral" means all assets of the Loan Parties that are or may become subject to Liens securing the Obligations under either or both Credit Documents, including, without limitation, all tooling, dies, molds, fixtures, machinery, equipment, accounts receivable, inventory, intellectual property (including patents, trademarks, trade names, copyrights, and trade secrets), deposit accounts and securities accounts (including those maintained at Lakeshore Trust Company), pledged equity interests, general intangibles, chattel paper, instruments, letter-of-credit rights, commercial tort claims, supporting obligations, books and records, and all products and Proceeds of any and all of the foregoing, all as more particularly described in Exhibit B hereto.
"Credit Documents" means, collectively, the Existing Credit Agreement and the Revolving Credit Agreement, and all loan documents, security documents, guarantees, pledge agreements, control agreements, and ancillary agreements executed and delivered in connection therewith, in each case as amended, restated, supplemented, or otherwise modified from time to time.
"Default" means any event or condition that, with the giving of notice, the passage of time, or both, would constitute an Event of Default under the applicable Credit Document.
"DIP Financing" means debtor-in-possession financing provided to any Loan Party in connection with an Insolvency Proceeding, whether pursuant to Section 364 of the Bankruptcy Code or otherwise.
"Discharge of Revolving Obligations" means the date on which (a) all Revolving Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted) have been paid in full in cash, (b) all outstanding letters of credit issued under the Revolving Credit Agreement have been terminated, cash collateralized (at 103% of the stated amount thereof), or backstopped to the satisfaction of the applicable Issuing Lender, and (c) all commitments under the Revolving Credit Agreement have been permanently terminated.
"Discharge of Term Obligations" means the date on which (a) all Term Obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been asserted) have been paid in full in cash, and (b) all commitments under the Existing Credit Agreement have been permanently terminated.
"Enforcement Action" means any action by an Agent or a Secured Party to foreclose upon, realize upon, collect against, sell, or otherwise dispose of any Shared Collateral, or to exercise rights under any deposit account control agreement, securities account control agreement, or similar agreement, or to commence, prosecute, or join in any legal proceeding (including, without limitation, any judicial or non-judicial foreclosure action, any action for the appointment of a receiver, or any action under the Uniform Commercial Code) to collect, recover, or enforce any claim, right, or interest secured by or relating to the Shared Collateral, in each case, whether pursuant to the Credit Documents, applicable law, or otherwise.
"Equal Priority Obligations" means, collectively, the Term Obligations and the Revolving Obligations, each constituting a separate Series thereof.
"Event of Default" means an "Event of Default" as defined in the applicable Credit Document.
"Existing Credit Agreement" means that certain Credit Agreement dated as of March 15, 2022, among Vantage Mobility Systems Corp., as borrower, the subsidiary guarantors party thereto, Pinnacle National Bank, National Association, as administrative agent and collateral agent, and the lenders from time to time party thereto, as amended, restated, supplemented, or otherwise modified from time to time.
"Guarantee and Collateral Agreement" means the Guarantee and Collateral Agreement dated as of the date hereof, executed by VMS and the Subsidiary Guarantors in favor of the Revolving Agent, in its capacity as Collateral Agent for the benefit of the Revolving Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Insolvency Proceeding" means (a) any voluntary or involuntary proceeding commenced or pending under the Bankruptcy Code or under any other federal, state, or foreign bankruptcy, insolvency, receivership, reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or similar law, (b) any proceeding for the appointment of a receiver, trustee, liquidator, custodian, or other similar official for any Loan Party or for any substantial part of the property or assets of any Loan Party, or (c) any assignment for the benefit of creditors by any Loan Party.
"Issuing Lender" means Pinnacle National Bank, National Association, in its capacity as the issuer of letters of credit under the Revolving Credit Agreement, and any successor issuing lender thereunder.
"Lien" means any lien (statutory or otherwise), pledge, hypothecation, security interest, charge, encumbrance, mortgage, deed of trust, assignment, deposit arrangement, or other preferential arrangement of any kind or nature whatsoever, in each case in the nature of a security interest.
"Loan Parties" means, collectively, VMS and VMS Tooling Solutions, LLC, VMS Precision Machining, Inc., and VMS Die Cast Technologies, LLC, and "Loan Party" means any of them.
"Obligations" means, with respect to any Credit Document, all obligations (whether for principal, interest, premium, fees, indemnities, damages, costs, expenses, or otherwise) of the Loan Parties arising under or in connection with such Credit Document.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, governmental authority, or any other entity.
"Proceeds" means all proceeds of the Shared Collateral, including, without limitation, all insurance proceeds (including proceeds under Northland Mutual Insurance Co. policy NMI-2025-041876, with a minimum coverage amount of Fifty Million Dollars ($50,000,000) per occurrence), condemnation awards, and any other payments received in respect of any loss, damage to, or destruction or taking of, any Shared Collateral.
"Pro Rata Share" means, with respect to each Series of Equal Priority Obligations at any time, the proportion (expressed as a percentage) that the aggregate outstanding amount of such Series bears to the aggregate outstanding amount of all Equal Priority Obligations at such time, as calculated in accordance with Section 4.02 hereof.
"Revolving Agent" means Pinnacle National Bank, National Association, a national banking association, in its capacity as Administrative Agent and Collateral Agent under the Revolving Credit Agreement, and any successor agent appointed in accordance with the Revolving Credit Agreement.
"Revolving Credit Agreement" means that certain Credit Agreement (in substantially final form, to be dated as of the Closing Date), among Vantage Mobility Systems Corp., as borrower, the subsidiary guarantors party thereto, Pinnacle National Bank, National Association, as administrative agent, collateral agent, issuing lender, and swing line lender, and the lenders from time to time party thereto, as amended, restated, supplemented, or otherwise modified from time to time.
"Revolving Lenders" means Pinnacle National Bank, National Association, Great Lakes Commercial Lending Corp., Ironbridge Capital Finance, LLC, and any successors, transferees, and assigns of any of the foregoing that become lenders under the Revolving Credit Agreement from time to time.
"Revolving Obligations" means all Obligations of the Loan Parties arising under or in connection with the Revolving Credit Agreement and the other loan documents executed in connection therewith, including, without limitation, all principal (up to the aggregate revolving commitments of Forty-Five Million Dollars ($45,000,000), plus any accordion or incremental revolving commitments of up to Fifteen Million Dollars ($15,000,000) of additional revolving commitments), accrued and unpaid interest, fees (including commitment fees), letter of credit reimbursement obligations, swing line loan obligations, indemnities, costs, and expenses, in each case whether contingent or absolute, present or future, due or to become due.
"Revolving Secured Parties" means the Revolving Agent, the Revolving Lenders, the Issuing Lender, and the Swing Line Lender, and their respective successors and assigns.
"Secured Parties" means, collectively, the Term Secured Parties and the Revolving Secured Parties.
"Series" means each of the Term Obligations and the Revolving Obligations, each constituting a separate "Series" of Equal Priority Obligations hereunder.
"Subsidiary Guarantors" means VMS Tooling Solutions, LLC, VMS Precision Machining, Inc., and VMS Die Cast Technologies, LLC, and each of their respective successors and assigns, and "Subsidiary Guarantor" means any one of them.
"Swing Line Lender" means Pinnacle National Bank, National Association, in its capacity as the swing line lender under the Revolving Credit Agreement, and any successor swing line lender thereunder.
"Term Agent" means Pinnacle National Bank, National Association, a national banking association, in its capacity as Administrative Agent and Collateral Agent under the Existing Credit Agreement, and any successor agent appointed in accordance with the Existing Credit Agreement.
"Term Lenders" means the lenders from time to time party to the Existing Credit Agreement, and their respective successors and assigns.
"Term Obligations" means all Obligations of the Loan Parties arising under or in connection with the Existing Credit Agreement and the other loan documents executed in connection therewith, including, without limitation, all principal (approximately One Hundred Twelve Million Five Hundred Thousand Dollars ($112,500,000) outstanding as of the date hereof), accrued and unpaid interest, fees, indemnities, costs, and expenses, in each case whether contingent or absolute, present or future, due or to become due.
"Term Secured Parties" means the Term Agent and the Term Lenders, and their respective successors and assigns.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non-perfection, or the priority of any Lien on any Shared Collateral, is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York (including the State of Delaware or the State of Michigan), "UCC" shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection, or priority.
Section 1.02 — Rules of Construction
In this Agreement, unless the context otherwise requires:
(a) References to "Sections," "Articles," "Exhibits," and "Schedules" are references to the sections, articles, exhibits, and schedules of this Agreement.
(b) The table of contents and headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision of this Agreement.
(c) Words importing the singular shall include the plural and vice versa, and words importing any gender shall include the other genders.
(d) References to any statute, law, regulation, or rule shall be deemed to include references to all amendments, modifications, supplements, consolidations, replacements, and re-enactments thereof.
(e) The word "including" (and with correlative meaning "include" and "includes") means including without limiting the generality of any description preceding or following such word, and for purposes of this Agreement the rule of ejusdem generis shall not be applicable to limit a general statement followed by or referable to an enumeration of specific matters to matters similar to the matters specifically mentioned.
(f) References to any Person shall include such Person's successors and permitted assigns.
(g) References to any agreement, instrument, or other document shall mean such agreement, instrument, or other document as amended, restated, supplemented, or otherwise modified from time to time, except as otherwise expressly provided herein.
(h) The UCC as in effect in the State of New York shall apply to the construction of collateral-related terms used but not otherwise defined in this Agreement, unless the context otherwise requires.
Section 1.03 — Relationship of Agents
The parties hereto acknowledge and agree that the same legal entity, Pinnacle National Bank, National Association, serves as both the Term Agent (in its capacity as Administrative Agent and Collateral Agent under the Existing Credit Agreement) and the Revolving Agent (in its capacity as Administrative Agent and Collateral Agent under the Revolving Credit Agreement). Notwithstanding such common identity of entity, each such capacity is distinct and separate, and actions taken or omitted by Pinnacle National Bank, National Association in its capacity as Term Agent shall not be attributed to, or deemed to be actions of, Pinnacle National Bank, National Association in its capacity as Revolving Agent, and vice versa, unless this Agreement or the applicable Credit Document expressly provides otherwise. Each Agent shall exercise its rights and perform its obligations hereunder solely in the capacity set forth herein, and the fiduciary duties, if any, and obligations of each Agent run solely to the Secured Parties for which such Agent acts in such capacity. Nothing herein shall be construed to create a conflict of interest by reason of the fact that the same legal entity serves in both capacities, it being understood that each capacity carries separate and independent rights, duties, and obligations.
ARTICLE II — LIEN PRIORITY AND EQUALITY
Section 2.01 — Equal Priority
Notwithstanding anything to the contrary in any Credit Document, any security document, any UCC financing statement, any intellectual property security agreement, or any other agreement or instrument, or any provision of the UCC or any other applicable law, the Liens on the Shared Collateral securing the Term Obligations and the Liens on the Shared Collateral securing the Revolving Obligations are, and shall at all times be, of equal priority, pari passu with each other, and pro rata in all respects. No Series of Equal Priority Obligations shall have priority over any other Series with respect to the Shared Collateral. This equal-priority status shall apply regardless of (a) the date, time, method, manner, or order of the grant, creation, attachment, or perfection of any Lien on the Shared Collateral in favor of either Agent or any Secured Party, (b) any provision of the UCC, the Bankruptcy Code, or any other applicable federal, state, or foreign law, including any law governing the priority of security interests, (c) any filing or recording of any financing statement (including UCC-1 financing statements filed with the Secretary of State of the State of Delaware and the Department of State of the State of Michigan), mortgage, deed of trust, intellectual property security agreement (including any security agreement filed with the United States Patent and Trademark Office), or any other document or instrument, or (d) any other circumstance whatsoever. The parties hereto expressly agree that the equal-priority status of the Liens established by this Section 2.01 constitutes a contractual arrangement governing the relative priorities of the Liens among the Secured Parties and is intended to, and does, override any priority rules that would otherwise apply under applicable law.
Section 2.02 — No Alteration of Priority by Filing Order
The lien priority established by this Article II shall not be altered, modified, impaired, or otherwise affected by any amendment, modification, supplement, extension, renewal, restatement, increase, decrease, refunding, replacement, restructuring, or refinancing of either the Existing Credit Agreement or the Revolving Credit Agreement, or any loan document or security document executed in connection therewith, and regardless of whether any such amendment, modification, supplement, extension, renewal, restatement, increase, decrease, refunding, replacement, restructuring, or refinancing results in an increase or decrease in the aggregate amount of the applicable Series of Equal Priority Obligations.
Section 2.03 — Acknowledgment Regarding Existing Security Interests
(a) The Revolving Secured Parties hereby acknowledge that the security interests securing the Term Obligations under the Existing Credit Agreement were granted, created, and perfected prior to the date hereof. The Existing Credit Agreement was executed and delivered on March 15, 2022, and the security interests created thereunder were perfected on or about such date through the filing of UCC-1 financing statements, the execution and delivery of control agreements, the filing of intellectual property security agreements with the USPTO, and such other actions as were taken in connection with the closing of the Existing Credit Agreement.
(b) The Term Secured Parties hereby acknowledge that the security interests securing the Revolving Obligations under the Revolving Credit Agreement and the Guarantee and Collateral Agreement are intended to rank pari passu in all respects with the security interests securing the Term Obligations under the Existing Credit Agreement, and the Term Secured Parties consent to the creation and perfection of such security interests on an equal-priority basis.
(c) The respective UCC filings, control agreements, intellectual property filings, and other perfection actions taken by or on behalf of either Agent or any Secured Party shall not affect or alter the equal-priority treatment of the Liens established by this Agreement.
Section 2.04 — Permitted Liens and Additional Collateral
(a) Each Agent agrees, for itself and on behalf of the Secured Parties for which it acts, that it shall not, and shall not direct any Secured Party to, contest, challenge, or otherwise object to the validity, perfection, priority, or enforceability of any Lien on the Shared Collateral granted to or held by the other Agent or the Secured Parties represented thereby, in each case to the extent such Lien is granted pursuant to or in connection with the applicable Credit Documents.
(b) Each Agent agrees, for itself and on behalf of the Secured Parties for which it acts, that it shall not seek, and shall not direct any Secured Party to seek, judicial or other relief to subordinate, avoid, recharacterize, or set aside the Liens of the other Series of Equal Priority Obligations on the Shared Collateral, whether pursuant to any provision of the UCC, the Bankruptcy Code, or any other applicable law.
(c) Nothing in this Section 2.04 shall be construed to prevent either Agent from challenging, contesting, or objecting to Liens on the Shared Collateral held by Persons other than the Agents and the Secured Parties.
ARTICLE III — ENFORCEMENT OF SECURITY INTERESTS; REMEDIES
Section 3.01 — Exercise of Remedies — General Provisions
(a) Upon the occurrence and during the continuance of an Event of Default under the applicable Credit Document, the Agent under such Credit Document may commence or direct the commencement of an Enforcement Action with respect to the Shared Collateral, subject to the provisions of this Article III.
(b) Prior to the commencement of any Enforcement Action (other than the exercise of rights under a deposit account control agreement or securities account control agreement in circumstances constituting an emergency as reasonably determined by the acting Agent, including any circumstance in which a delay would reasonably be expected to result in material and irreversible dissipation or loss of Shared Collateral), the Agent proposing to commence such Enforcement Action shall provide to the other Agent at least five (5) Business Days' prior written notice (an "Enforcement Notice") specifying in reasonable detail the nature of the proposed Enforcement Action and the Event of Default giving rise thereto.
(c) Upon receipt of an Enforcement Notice, the Agents shall consult with each other in good faith regarding the conduct of the proposed Enforcement Action, including the timing, manner, and scope thereof, with a view to maximizing the aggregate value of the Shared Collateral for the benefit of all Secured Parties. Notwithstanding the foregoing, the obligation to consult shall not require the consent or approval of the non-acting Agent as a condition to the commencement of any Enforcement Action following the expiration of the five (5) Business Day notice period referenced in clause (b) above.
Section 3.02 — Right to Initiate Enforcement
(a) Either Agent may initiate Enforcement Actions upon the occurrence and during the continuance of an Event of Default under the Credit Document for which such Agent acts. Neither Agent shall be required to obtain the consent of the other Agent prior to initiating an Enforcement Action, subject to the notice requirement set forth in Section 3.01(b).
(b) In the event that both Agents wish to initiate Enforcement Actions with respect to the same or overlapping Shared Collateral, the Agents shall cooperate and coordinate with each other in good faith to avoid duplicative, inconsistent, or conflicting actions. In such circumstances, an Enforcement Action initiated by one Agent shall be deemed to have been taken for the benefit of all Secured Parties on a pro rata basis in accordance with Article IV, and the Agents shall use commercially reasonable efforts to act through a single, coordinated enforcement process.
(c) In the event that only one Agent initiates an Enforcement Action, such Agent shall act for the benefit of all Secured Parties (subject to the pro rata sharing provisions of Article IV). The Agent initiating such Enforcement Action shall keep the other Agent reasonably informed of the progress and status thereof and shall apply all Proceeds realized therefrom in accordance with Section 4.01.
Section 3.03 — Standstill Provisions
(a) If an Event of Default exists under one Credit Document but no Event of Default exists under the other Credit Document, the Agent under the non-defaulted Credit Document shall not be required to commence any Enforcement Action. Such non-acting Agent shall not, however, interfere with, obstruct, delay, or otherwise impede any Enforcement Action being taken by the Agent under the defaulted Credit Document in accordance with this Agreement.
(b) No Agent and no Secured Party shall take any Enforcement Action, or assert any claim or right with respect to the Shared Collateral, that is inconsistent with the equal-priority status of the Liens established by Article II or the pro rata sharing provisions of Article IV. Any Enforcement Action taken in violation of this Section 3.03(b) shall be deemed void and of no force or effect as between the Agents and the Secured Parties to the extent of such inconsistency, and any Proceeds received by any Agent or Secured Party as a result of such action shall be subject to the turnover provisions of Section 4.03.
Section 3.04 — Cooperation and Information Sharing
(a) Each Agent agrees to cooperate reasonably with the other Agent in connection with any Enforcement Action, including, without limitation, by (i) providing reasonable access to books and records relating to the Shared Collateral, (ii) executing and delivering such documents, instruments, and agreements as may be reasonably necessary to facilitate the Enforcement Action, and (iii) refraining from taking any action that would materially and adversely affect the other Agent's ability to enforce its Liens on the Shared Collateral.
(b) Each Agent agrees to share with the other Agent, promptly upon receipt or delivery, copies of any material notices, reports, certificates, or communications received from or delivered to the Loan Parties that relate to the Shared Collateral, including, without limitation, any default notices, notices of the occurrence of a casualty event or condemnation, any environmental notices, and any notices relating to the disposition of Shared Collateral.
(c) Each Agent agrees not to take any action, or to direct any Secured Party to take any action, that would be reasonably expected to materially impair the value of the Shared Collateral or the interests of the other Secured Parties therein, except as expressly permitted by this Agreement or the applicable Credit Documents.
Section 3.05 — No Separate Enforcement by Individual Lenders
No individual Term Lender or Revolving Lender shall exercise, or attempt to exercise, any remedy against the Shared Collateral, or take any Enforcement Action with respect to the Shared Collateral, independently of and without the direction of the applicable Agent. All Enforcement Actions must be directed through the applicable Agent in accordance with the terms of the applicable Credit Document and this Agreement. This Section 3.05 is intended for the benefit of each Agent and the Secured Parties for which such Agent acts, and each Agent may enforce this provision against any Lender for which it acts or against any other Secured Party.
Section 3.06 — Control of Deposit Account Control Agreements
(a) The Agents shall coordinate with each other regarding the exercise of control rights under deposit account control agreements and securities account control agreements, including, without limitation, any control agreement with Lakeshore Trust Company relating to deposit accounts of VMS maintained at Lakeshore Trust Company (including the account ending in 7841) and any other deposit accounts or securities accounts of the Loan Parties.
(b) In the event that either Agent exercises exclusive control over any deposit account or securities account pursuant to any control agreement, all funds, proceeds, and other amounts received by such Agent as a result of the exercise of such control rights shall constitute Proceeds of Shared Collateral and shall be subject to the pro rata sharing provisions of Article IV. The Agent exercising such control rights shall hold such funds, proceeds, and amounts for the benefit of all Secured Parties and shall apply the same in accordance with Section 4.01.
(c) Each Agent agrees not to exercise exclusive control over any deposit account or securities account in a manner designed or intended to give one Series of Equal Priority Obligations priority or preference over the other Series, except to the extent necessary to preserve or protect the Shared Collateral in an emergency as described in Section 3.01(b).
ARTICLE IV — APPLICATION OF PROCEEDS; PRO RATA SHARING
Section 4.01 — Application of Proceeds
All Proceeds of Shared Collateral received by any Agent or any Secured Party from any Enforcement Action, insurance recovery (including, without limitation, any recovery under Northland Mutual Insurance Co. policy NMI-2025-041876), condemnation award, or distribution in any Insolvency Proceeding, or otherwise in connection with the realization upon, collection of, or foreclosure upon any Shared Collateral, shall be applied by the Agent receiving such Proceeds in the following order of priority:
First, to the payment and reimbursement of all reasonable and documented costs and expenses incurred by each Agent in connection with the Enforcement Action, collection, or realization upon the Shared Collateral, including, without limitation, reasonable and documented attorneys' fees and disbursements, court costs, receiver's fees, collateral disposition costs, appraisal fees, and other out-of-pocket expenses, allocated on a pro rata basis between the Agents; provided that costs and expenses that are solely attributable to one Series shall be reimbursed solely from the share of Proceeds allocated to such Series;
Second, to the payment of the Equal Priority Obligations on a Pro Rata Share basis, with the aggregate Proceeds (after application pursuant to clause First above) allocated between the Term Obligations and the Revolving Obligations based upon the respective aggregate outstanding amounts of each Series at the time of distribution, as calculated in accordance with Section 4.02; and
Third, after the Discharge of Term Obligations and the Discharge of Revolving Obligations have both occurred, any remaining surplus Proceeds shall be paid to VMS (or such other Person as may be entitled thereto under applicable law) or as a court of competent jurisdiction may direct.
Section 4.02 — Pro Rata Calculation
(a) The Pro Rata Share of each Series shall be calculated as of the date of distribution (or such other date as may be expressly specified in this Agreement or agreed to by the Agents) as follows:
(i) Term Obligations Pro Rata Share = Outstanding Term Obligations ÷ (Outstanding Term Obligations + Outstanding Revolving Obligations)
(ii) Revolving Obligations Pro Rata Share = Outstanding Revolving Obligations ÷ (Outstanding Term Obligations + Outstanding Revolving Obligations)
(b) For purposes of computing the Pro Rata Share:
(i) "Outstanding Term Obligations" shall include all outstanding principal under the Existing Credit Agreement (approximately One Hundred Twelve Million Five Hundred Thousand Dollars ($112,500,000) as of the date hereof, subject to scheduled amortization, voluntary prepayments, and mandatory prepayments), all accrued and unpaid interest, all unpaid fees, and all other obligations under the Existing Credit Agreement and the related loan documents, whether contingent or absolute, present or future, due or to become due;
(ii) "Outstanding Revolving Obligations" shall include all outstanding principal under the Revolving Credit Agreement (up to the aggregate revolving commitments of Forty-Five Million Dollars ($45,000,000), plus any accordion or incremental revolving commitments of up to Fifteen Million Dollars ($15,000,000)), all accrued and unpaid interest, all letter of credit reimbursement obligations (subject to the letter of credit sublimit of Seven Million Five Hundred Thousand Dollars ($7,500,000)), all outstanding swing line loans (subject to the swing line sublimit of Five Million Dollars ($5,000,000)), all commitment fees, all unpaid fees, and all other obligations under the Revolving Credit Agreement and the related loan documents, whether contingent or absolute, present or future, due or to become due;
(iii) For the avoidance of doubt, the undrawn amount of the revolving commitments under the Revolving Credit Agreement shall not be included in the calculation of Outstanding Revolving Obligations; only amounts actually drawn, accrued, or owing shall be taken into account; provided, however, that outstanding letters of credit (whether or not drawn) and contingent reimbursement obligations thereunder shall be included; and
(iv) The determination of the aggregate outstanding amounts of each Series shall be made by the applicable Agent, and each Agent shall provide the other Agent with a written calculation of such amounts promptly upon request.
Section 4.03 — Turnover and Sharing
(a) If any Agent or any Secured Party receives Proceeds of Shared Collateral or any payment from any source in respect of the Equal Priority Obligations that, when taken together with all prior distributions and payments received by such Agent or Secured Party, results in such Agent or Secured Party having received an amount in excess of its Pro Rata Share of the aggregate Proceeds or payments distributed in respect of the Equal Priority Obligations, such Agent or Secured Party shall promptly (and in any event within two (2) Business Days of receipt) turn over and pay the amount of such excess to the other Agent for application in accordance with Section 4.01.
(b) The turnover obligation set forth in clause (a) above shall apply regardless of whether the payment or distribution is received voluntarily, involuntarily, by exercise of set-off or banker's lien, by exercise of remedies, by operation of law, pursuant to an order or judgment of a court, or otherwise.
(c) Notwithstanding the foregoing, the turnover obligation set forth in this Section 4.03 shall not apply to payments received by an Agent or Secured Party in the ordinary course of business under the applicable Credit Document (including, without limitation, regularly scheduled payments of principal, interest, commitment fees, and letter of credit fees) that do not arise from or relate to an Enforcement Action, an insurance recovery, a condemnation award, or a distribution in an Insolvency Proceeding. For the avoidance of doubt, any mandatory prepayment received by an Agent that arises from a casualty event, condemnation, asset disposition, or other event triggering the application of collateral proceeds shall be subject to the pro rata sharing provisions of this Article IV.
(d) Any amounts turned over pursuant to this Section 4.03 shall be applied by the receiving Agent in accordance with Section 4.01 and distributed to the Secured Parties for which it acts in accordance with the terms of the applicable Credit Document.
Section 4.04 — Insurance Proceeds
All insurance proceeds received from policies covering the Shared Collateral, including, without limitation, proceeds received under Northland Mutual Insurance Co. policy NMI-2025-041876 (with coverage of Fifty Million Dollars ($50,000,000) per occurrence), shall be applied in accordance with Section 4.01. To the extent that the Existing Credit Agreement or the Revolving Credit Agreement contains mandatory prepayment provisions triggered by casualty events or insurance recoveries, the mandatory prepayment obligations under each Credit Document shall be satisfied on a Pro Rata Share basis from the aggregate insurance proceeds received, and neither Series shall receive a disproportionate share of such proceeds. Each Agent shall cooperate with the other Agent in connection with the filing and prosecution of insurance claims and the receipt and application of insurance proceeds.
Section 4.05 — No Double Recovery
Nothing in this Agreement shall entitle any Secured Party to receive, in the aggregate, more than the full amount of its Equal Priority Obligations. If any Secured Party receives payments, distributions, or Proceeds in excess of the full amount of its Equal Priority Obligations, such excess shall be promptly returned or paid over to the Loan Parties (or such other Person as may be entitled thereto) or held for the benefit of the other Secured Parties in accordance with Section 4.01.
ARTICLE V — INSOLVENCY PROCEEDINGS
Section 5.01 — Filing of Claims
(a) Each Agent may file a proof of claim or other appropriate pleading in any Insolvency Proceeding involving any Loan Party on behalf of the Secured Parties for which it acts as agent, and each Agent shall have the right, but not the obligation, to file such claims in accordance with the applicable rules and procedures of the relevant court.
(b) To the extent that only one Agent files a proof of claim in any Insolvency Proceeding, such Agent shall include in such claim the aggregate amount of all Equal Priority Obligations (encompassing both the Term Obligations and the Revolving Obligations), and shall identify the other Agent and the Secured Parties represented thereby as holders of claims entitled to share in any distribution on a Pro Rata Share basis. The filing Agent shall promptly notify the other Agent of such filing and shall provide the other Agent with a copy of the proof of claim as filed.
(c) Each Agent agrees to cooperate with the other Agent in connection with the filing and prosecution of claims in any Insolvency Proceeding and to coordinate efforts to maximize the recovery for all Secured Parties on a pro rata basis.
Section 5.02 — DIP Financing
Each Agent agrees, for itself and on behalf of the Secured Parties for which it acts, that it shall not object to, and shall not direct any Secured Party to object to, any DIP Financing obtained by any Loan Party in any Insolvency Proceeding, provided that each of the following conditions is satisfied:
(a) such DIP Financing is secured by Liens on the Shared Collateral that prime the Liens of the Equal Priority Obligations, so long as both Series of Equal Priority Obligations are equally primed (i.e., the DIP Liens shall prime both the Term Obligations Liens and the Revolving Obligations Liens on a pari passu basis, and shall not prime one Series without equally priming the other);
(b) each Series of Equal Priority Obligations is granted adequate protection on an equal and ratable basis in connection with such DIP Financing, including, without limitation, replacement liens, superpriority administrative expense claims, or other forms of adequate protection, in each case provided on a Pro Rata Share basis;
(c) the terms of the DIP Financing do not require, and the Loan Parties are not required to seek or support, any relief that would be inconsistent with the equal-priority status of the Liens established by this Agreement or the pro rata sharing provisions of Article IV; and
(d) the DIP Financing does not, directly or indirectly, require the Loan Parties to challenge, contest, or otherwise seek to avoid or subordinate the Liens of either Series of Equal Priority Obligations.
Section 5.03 — Adequate Protection
(a) In any Insolvency Proceeding, each Agent agrees to seek adequate protection for the Secured Parties on a pro rata basis consistent with this Agreement. Neither Agent shall seek or accept adequate protection that provides a disproportionate benefit to one Series of Equal Priority Obligations over the other, unless both Agents consent in writing to such differential treatment.
(b) Any adequate protection payments (whether in the form of cash payments, replacement liens, superpriority claims, or otherwise) received by either Agent in any Insolvency Proceeding shall constitute Proceeds of Shared Collateral and shall be shared on a Pro Rata Share basis in accordance with Article IV. If either Agent receives adequate protection payments in excess of its Pro Rata Share, such excess shall be promptly turned over to the other Agent in accordance with Section 4.03.
Section 5.04 — Sale of Collateral in Insolvency Proceedings
(a) Each Agent agrees, for itself and on behalf of the Secured Parties for which it acts, that it shall not object to any sale, transfer, or other disposition of Shared Collateral approved by the bankruptcy court pursuant to Section 363 of the Bankruptcy Code (whether under subsection (b), (f), or otherwise) or pursuant to any plan of reorganization confirmed under Section 1129 of the Bankruptcy Code, provided that (i) the Liens of both Series of Equal Priority Obligations attach to the proceeds of such sale, transfer, or disposition on a pari passu basis, and (ii) such proceeds are distributed in accordance with Section 4.01 and the other provisions of Article IV.
(b) No Agent and no Secured Party shall submit a credit bid (within the meaning of Section 363(k) of the Bankruptcy Code) for the claims of any one Series to the exclusion of the other Series. Any credit bid submitted in connection with a sale of Shared Collateral must be submitted on behalf of all Secured Parties on a pro rata basis, and the amount of such credit bid shall reflect the aggregate claims of both Series of Equal Priority Obligations in proportion to their respective Pro Rata Shares. The Agents shall cooperate and coordinate in good faith with respect to any credit bid, including with respect to the amount and terms thereof.
Section 5.05 — Waivers in Insolvency
Each Agent and the Secured Parties for which it acts hereby waive any right to object to any Insolvency Proceeding, or to any action taken or proposed to be taken in any Insolvency Proceeding, solely on the basis of the priority of Liens established by this Agreement or the provisions of this Agreement. Nothing in this Section 5.05 shall be construed to waive any other rights of the Agents or the Secured Parties in any Insolvency Proceeding, including the right to object to any action that is not consistent with the terms of this Agreement.
ARTICLE VI — AGREEMENTS WITH RESPECT TO LIEN RELEASES; COLLATERAL MATTERS
Section 6.01 — Release of Liens
If either Agent releases its Lien on any item of Shared Collateral in connection with any sale, transfer, lease, or other disposition of such Shared Collateral that is permitted under the terms of the applicable Credit Document (including any disposition permitted under the terms of the Existing Credit Agreement or the Revolving Credit Agreement), the other Agent shall simultaneously (or as promptly as practicable) release its Lien on such Shared Collateral, and such other Agent shall execute and deliver such UCC termination statements, lien releases, mortgage discharges, and other instruments of release as may be reasonably necessary to effectuate such release. Any proceeds of such disposition shall remain Shared Collateral to the extent they constitute Proceeds (as defined herein) or shall be applied in accordance with the terms of the applicable Credit Documents (including any mandatory prepayment provisions triggered by such disposition), subject in each case to the pro rata sharing provisions of Article IV.
Section 6.02 — Amendment to Security Documents
Each Agent shall, at the reasonable written request of the other Agent and at the sole cost and expense of the Loan Parties, execute and deliver, or cause to be executed and delivered, such documents, amendments, instruments, certificates, and agreements as may be reasonably necessary or desirable to (a) evidence the equal-priority status of the Liens on the Shared Collateral established by this Agreement, (b) give effect to the provisions of this Agreement, or (c) otherwise maintain the perfection and enforceability of the Liens on the Shared Collateral in accordance with this Agreement and the applicable Credit Documents.
Section 6.03 — UCC Filing Coordination
(a) The Agents shall coordinate with each other with respect to UCC-1 financing statements and any amendments, continuations, assignments, or terminations thereof, filed or to be filed with the Secretary of State of the State of Delaware and the Department of State of the State of Michigan (and any other relevant filing office), in each case in order to maintain and preserve the equal-priority status of the Liens on the Shared Collateral.
(b) Where applicable and permitted by the relevant filing office, UCC financing statements or amendments thereto may reference this Intercreditor Agreement and the equal-priority treatment established hereby.
(c) Each Agent shall promptly notify the other Agent of any UCC financing statement, amendment, continuation, or termination filed by or on behalf of such Agent with respect to the Shared Collateral.
Section 6.04 — Intellectual Property Filings
The Agents shall coordinate with each other regarding intellectual property security agreement filings with the United States Patent and Trademark Office, the United States Copyright Office, and any other relevant intellectual property registry, in each case to ensure consistent and coordinated perfection and priority of the Liens on the intellectual property included within the Shared Collateral. Each Agent shall promptly provide the other Agent with copies of any intellectual property security agreement or filing made by or on behalf of such Agent.
Section 6.05 — Further Assurances
Each party hereto agrees to take, at the sole cost and expense of the Loan Parties, all commercially reasonable actions and to execute and deliver all commercially reasonable documents and instruments as may be necessary or desirable to (a) maintain the security interests in the Shared Collateral contemplated by this Agreement and the Credit Documents, (b) preserve and protect the equal-priority status of the Liens established by this Agreement, and (c) give full effect to the terms and provisions of this Agreement. Without limiting the generality of the foregoing, each party agrees to cooperate with the other parties hereto in connection with any filing, registration, or recording that may be necessary or desirable to maintain or perfect any Lien on the Shared Collateral.
ARTICLE VII — REFINANCING AND REPLACEMENT FACILITIES
Section 7.01 — Refinancing of Existing Credit Agreement
If the Term Obligations under the Existing Credit Agreement (which matures on March 15, 2028) are refinanced, replaced, renewed, or restructured in whole or in part by one or more replacement or successor credit facilities, the obligations under such replacement or successor credit facility may become a Series of Equal Priority Obligations for all purposes of this Agreement, provided that each of the following conditions is satisfied:
(a) the replacement or successor agent (or, if there is no agent, the replacement or successor lender or lenders) executes and delivers a joinder agreement in accordance with Section 7.03, agreeing to be bound by the terms of this Agreement in the capacity of Term Agent (or such other capacity as may be applicable);
(b) the aggregate principal amount of the replacement or successor obligations does not exceed the aggregate principal amount of the Term Obligations outstanding immediately prior to such refinancing, plus (i) any additional amounts permitted under the Revolving Credit Agreement (including any accordion or incremental amounts), (ii) amounts necessary to pay accrued and unpaid interest, fees, premiums, and transaction costs in connection with such refinancing, and (iii) any additional amounts agreed to in writing by the Revolving Agent;
(c) the Liens securing the replacement or successor obligations are granted on the same Shared Collateral (and no other collateral) and rank pari passu with the Revolving Obligations in accordance with Article II; and
(d) VMS acknowledges and agrees in writing to the terms of such joinder and the treatment of such replacement or successor obligations as a Series of Equal Priority Obligations.
Section 7.02 — Refinancing of Revolving Credit Agreement
If the Revolving Obligations under the Revolving Credit Agreement (which matures on June 30, 2029) are refinanced, replaced, renewed, or restructured in whole or in part by one or more replacement or successor credit facilities, the obligations under such replacement or successor credit facility may become a Series of Equal Priority Obligations for all purposes of this Agreement, subject to conditions substantially similar to those set forth in Section 7.01, mutatis mutandis, including (a) the execution and delivery by the replacement or successor agent of a joinder agreement in accordance with Section 7.03, (b) compliance with the aggregate principal amount limitations as agreed by the Term Agent, (c) the grant of Liens on the same Shared Collateral on a pari passu basis with the Term Obligations, and (d) the acknowledgment by VMS of such treatment.
Section 7.03 — Joinder Mechanics
(a) Any replacement or additional agent may become a party to this Agreement by executing and delivering a joinder agreement substantially in the form attached hereto as Exhibit A, or in such other form as may be reasonably satisfactory to each existing Agent and acknowledged by VMS.
(b) Upon the effectiveness of any such joinder agreement, the replacement or additional agent shall be deemed to be a party to this Agreement in the applicable capacity (as Term Agent, Revolving Agent, or such other capacity as may be set forth in the joinder agreement), and the replacement or successor obligations shall constitute a Series of Equal Priority Obligations for all purposes hereunder.
(c) Each existing Agent agrees to execute and deliver such amendments or supplements to this Agreement as may be reasonably necessary or desirable to give effect to any such joinder, and VMS agrees to execute and deliver any acknowledgments or other documents reasonably requested in connection therewith.
ARTICLE VIII — REPRESENTATIONS AND WARRANTIES
Section 8.01 — Each Agent's Representations
Each Agent represents and warrants to the other Agent and to the Loan Parties, as of the date hereof, as follows:
(a) Organization and Good Standing. Such Agent is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization. Pinnacle National Bank, National Association is a national banking association chartered by the Office of the Comptroller of the Currency under the National Bank Act, with its principal office located at 311 South Wacker Drive, Suite 3200, Chicago, Illinois 60606.
(b) Power and Authority. Such Agent has full power, authority, and legal right to execute, deliver, and perform its obligations under this Agreement and to carry out the transactions contemplated hereby.
(c) Due Authorization, Execution, and Delivery. This Agreement has been duly authorized by all necessary corporate or other organizational action on the part of such Agent, and has been duly executed and delivered by such Agent.
(d) Binding Obligation. This Agreement constitutes a legal, valid, and binding obligation of such Agent, enforceable against such Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(e) No Conflicts. The execution, delivery, and performance of this Agreement by such Agent does not and will not (i) violate any law, rule, regulation, order, judgment, or decree applicable to such Agent, (ii) violate or conflict with the organizational documents of such Agent, or (iii) result in a breach of, or constitute a default under, any material agreement or instrument to which such Agent is a party or by which it is bound.
Section 8.02 — Loan Parties' Representations
VMS and each Subsidiary Guarantor represent and warrant to each Agent and to the Secured Parties, as of the date hereof, as follows:
(a) VMS. Vantage Mobility Systems Corp. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (EIN: 38-4271956), and is qualified to do business and in good standing in the State of Michigan. VMS's principal place of business is located at 4100 Industrial Parkway, Auburn Hills, Michigan 48326. VMS's registered agent in the State of Delaware is Capitol Registered Agents, Inc., with an address of 1209 Orange Street, Wilmington, Delaware 19801.
(b) VMS Tooling Solutions, LLC. VMS Tooling Solutions, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Michigan (EIN: 38-5618294). One hundred percent (100%) of the equity interests in VMS Tooling Solutions, LLC are owned by VMS.
(c) VMS Precision Machining, Inc. VMS Precision Machining, Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (EIN: 20-8734561). One hundred percent (100%) of the issued and outstanding shares of capital stock of VMS Precision Machining, Inc. are owned by VMS.
(d) VMS Die Cast Technologies, LLC. VMS Die Cast Technologies, LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Michigan (EIN: 38-6091473). One hundred percent (100%) of the equity interests in VMS Die Cast Technologies, LLC are owned by VMS.
(e) Power and Authority. Each Loan Party has the corporate or limited liability company power and authority to execute, de

EQUAL PRIORITY INTERCREDITOR AGREEMENT

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