Contract analysis

Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.

Contract analysis / closing-checklist.xlsx

closing-checklist.xlsx

High · 0 Medium · 3 Standard · 6

I-1 | Certificate of Formation — WAL | Certified copy of Certificate of Formation filed wi

I-2 | LLC Agreement — WAL | Certified copy of current Amended and Restated LLC Agreement o

I-3 | Good Standing Certificate — WAL (Delaware) | Certificate of Good Standing from Delaw Medium

⚑ Notice / time limit to track

I-4 | Good Standing Certificate — WAL (Virginia) | Certificate of Good Standing / Certific

I-5 | Certificate of Incorporation — WPS | Certified copy of Certificate of Incorporation

I-6 | Bylaws — WPS | Certified copy of current Bylaws of WPS | Whitmore Propulsion Systems

I-7 | Good Standing Certificate — WPS (Delaware) | Certificate of Good Standing from DE SO

I-8 | Good Standing Certificate — WPS (Alabama) | Certificate of Good Standing from Alabam

I-9 | Certificate of Formation — WAH | Certified copy of Certificate of Formation filed wi

I-10 | LLC Agreement — WAH | Certified copy of current LLC Agreement of WAH | Whitmore Avi

I-11 | Good Standing Certificate — WAH (Delaware) | Certificate of Good Standing from DE S

I-12 | Articles of Incorporation — WDS | Certified copy of Articles of Incorporation filed

I-13 | Bylaws — WDS | Certified copy of current Bylaws of WDS | Whitmore Defense Solutions

I-14 | Good Standing Certificate — WDS (Virginia) | Certificate of Good Standing from Virg

I-15 | Certificate of Formation — WPM | Certified copy of Certificate of Formation filed w

I-16 | LLC Agreement — WPM | Certified copy of current LLC Agreement of WPM | Whitmore Pre

I-17 | Good Standing Certificate — WPM (Delaware) | Certificate of Good Standing from DE S

I-18 | Good Standing Certificate — WPM (Kansas) | Certificate of Good Standing from Kansas

II-1 | Member Resolutions — WAL | Resolutions of WAL's members authorizing execution and d

II-2 | Secretary's / Officer's Certificate — WAL | Certificate of Gregory Alston, GC & Sec

II-2 | Secretary's / Officer's Certificate — WAL | Certificate of Gregory Alston, GC & Secretary, attaching organizational docs, resolutions, incumbency of Derek Whitmore (CEO), Sandra Petrova (CFO), Gregory Alston (GC & Secretary), and good standing certificates | Whitmore Aerospace LLC | WAL (Gregory Alston) / C&H | January 30, 2026 | January 30, 2026 | Complete

II-3 | Board Resolutions — WPS | Board resolutions of WPS authorizing guarantee and securi

II-4 | Officer's Certificate — WPS | Officer's certificate attaching organizational docs,

II-5 | Member Resolutions — WAH | Member resolutions of WAH authorizing guarantee and secu

II-6 | Officer's Certificate — WAH | Officer's certificate attaching organizational docs,

II-7 | Board Resolutions — WDS | Board resolutions of WDS authorizing guarantee and securi

II-8 | Officer's Certificate — WDS | Officer's certificate attaching organizational docs (

II-9 | Member Resolutions — WPM | Member resolutions of WPM authorizing guarantee and secu

II-10 | Officer's Certificate — WPM | Officer's certificate attaching organizational docs,

II-11 | Solvency Certificate | Executed Solvency Certificate of Sandra Petrova, CFO of WAL

II-12 | Ridgeway Equity Commitment Letter | Limited equity commitment letter from Ridgeway

III-1 | Credit Agreement | Execution version of the $450,000,000 Senior Secured Revolving

III-1 | Credit Agreement | Execution version of the $450,000,000 Senior Secured Revolving Credit Agreement dated January 30, 2026; CUSIP 96438LAA3; SOFR + 350 bps; maturity January 30, 2031; includes $400M revolving commitment, $25M swingline sub-facility, $50M LC sub-facility, $100M accordion | WAL, Subsidiary Guarantors, Lenders, Prescott National Bank (Admin Agent) | C&H (drafting) / CPS (review) | January 30, 202

III-2 | Guarantee Agreement | Execution version of Guarantee Agreement by WPS, WAH, WDS, a

III-3 | Pledge and Security Agreement | Execution version of Pledge and Security Agreement Medium

⚑ Assignment / subcontracting

III-3 | Pledge and Security Agreement | Execution version of Pledge and Security Agreement granting first-priority lien on substantially all personal property of WAL and each Subsidiary Guarantor in favor of Prescott as Collateral Agent | WAL, WPS, WAH, WDS, WPM; Prescott (Collateral Agent) | C&H | January 30, 2026 | January 30, 2026 | Complete | Excludes classified govt contracts (Assignment of Claims Act), certain

III-4 | Equity Pledge Agreement | Execution version of Pledge Agreement covering 100% of m

III-5 | Promissory Note — Prescott National Bank | Note in the amount of $135,000,000 exec Standard

⚑ Commercial term

III-6 | Promissory Note — Harborview Trust Company | Note in the amount of $90,000,000 exe Standard

⚑ Commercial term

III-7 | Promissory Note — Meridian Commercial Lending Corp. | Note in the amount of $90,00 Standard

⚑ Commercial term

III-8 | Promissory Note — Atlas Fidelity Bank | Note in the amount of $67,500,000 executed Standard

⚑ Commercial term

III-9 | Promissory Note — Commonwealth Capital Markets, Inc. | Note in the amount of $67,5 Standard

⚑ Commercial term

III-10 | Payoff Letter — Existing Facility | Payoff letter from Prescott re: existing $210 Standard

⚑ Commercial term

III-10 | Payoff Letter — Existing Facility | Payoff letter from Prescott re: existing $210M term loan dated March 15, 2021; payoff amount $169,312,500 (principal $168,750,000 + accrued interest ~$562,500) as of March 1, 2026; includes lien release commitments | Prescott National Bank (as existing lender) | CPS / Prescott | January 30, 2026 | January 29, 2026 | Complete | Existing Facility interest rate: SOFR + 275 bp

III-11 | Form of Borrowing Request | Exhibit A to Credit Agreement | WAL; Admin Agent | C&

III-12 | Form of Compliance Certificate | Exhibit B to Credit Agreement — quarterly certif

III-13 | Form of Assignment and Assumption Agreement | Exhibit D to Credit Agreement — for Medium

⚑ Assignment / subcontracting

IV-1 | Borrower's Counsel Legal Opinion | C&H opinion addressed to Admin Agent and Lenders

IV-1 | Borrower's Counsel Legal Opinion | C&H opinion addressed to Admin Agent and Lenders covering due organization and good standing (DE and VA entities), due authorization, enforceability under NY law, no conflicts, perfection of security interests under NY UCC and DE UCC; signed by Philip Hartmann | Calderwood & Harkness LLP | C&H (Philip Hartmann) | January 30, 2026 | January 30, 2026 | Complete

IV-2 | Supplemental Local Counsel Opinion — Virginia | C&H (DC office) opinion re: WAL and

IV-3 | Supplemental Local Counsel Opinion — Alabama | Overstreet & Hawkins LLP opinion re:

IV-4 | Supplemental Local Counsel Opinion — Kansas | Bartley Predding LLP opinion re: WPM