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Contract analysis / closing-funds-flow-memo.docx
closing-funds-flow-memo.docx
High · 0
Medium · 3
Standard · 8
1. DISTRIBUTION LIST
Standard
⚑ Commercial term
1. DISTRIBUTION LIST This Closing Funds Flow Memorandum (this "Memorandum") is directed to the following parties and their respective representatives. Each addressee is requested to review the information set forth herein in its entirety and to confirm the accuracy of all wire instructions and amounts applicable to such addressee in accordance with the procedures described in Section 9 below. Whitmore Aerospace LLC (
2. INTRODUCTION AND PURPOSE
Standard
⚑ Commercial term
2. INTRODUCTION AND PURPOSE This Memorandum sets forth the anticipated funds flow in connection with the initial borrowing (the "Initial Draw") under the $450,000,000 Senior Secured Revolving Credit Agreement dated as of January 30, 2026 (the "Credit Agreement"), among Whitmore Aerospace LLC, a Delaware limited liability company ("WAL" or the "Borrower"), the Subsidiary Guarantors party thereto (being Whitmore Propul
3. SUMMARY OF INITIAL DRAW
Standard
⚑ Commercial term
3. SUMMARY OF INITIAL DRAW The following is a summary of the principal terms of the Initial Draw: Aggregate Initial Draw Amount: $450,000,000.00, representing a draw of the full Revolving Credit Commitment under the Credit Agreement. As of the date hereof, no Loans or Letters of Credit are outstanding under the Credit Agreement, and the entire Revolving Credit Commitment remains available for borrowing, subject to sa
4. LENDER FUNDING AMOUNTS
Standard
⚑ Commercial term
4. LENDER FUNDING AMOUNTS The following table sets forth each Lender's Commitment under the Credit Agreement, its Pro Rata Share (as defined in the Credit Agreement), and the corresponding Funding Amount that such Lender is required to wire to the Administrative Agent's Funding Account on the Initial Draw Date in connection with the Initial Draw: Each Lender shall wire its respective Funding Amount to the Administrat
5. APPLICATION OF FUNDS — DISBURSEMENT SCHEDULE
Medium
⚑ Assignment / subcontracting
5. APPLICATION OF FUNDS — DISBURSEMENT SCHEDULE Upon receipt of all Lender funding into the Administrative Agent's Funding Account, the Administrative Agent will effect the disbursements described in this Section 5 in the order of priority set forth below. All disbursements will be made by wire transfer in immediately available funds on the Initial Draw Date. 5.1 Payoff of Existing Facility Payee: Prescott National B
6. CONDITIONS TO FUNDING / PRE-FUNDING CONFIRMATIONS
Medium
⚑ Assignment / subcontracting
6. CONDITIONS TO FUNDING / PRE-FUNDING CONFIRMATIONS Each party is reminded that the Initial Draw is subject to the satisfaction (or waiver by the Required Lenders, as applicable) of all conditions precedent to the initial extension of credit set forth in Article IV of the Credit Agreement. Without limiting the generality of the foregoing, the following is a summary of the principal conditions precedent, together wit
7. WIRE INSTRUCTIONS
Standard
⚑ Commercial term
7. WIRE INSTRUCTIONS Set forth below are the wire transfer instructions for each payee identified in the disbursement schedule in Section 5 above. Each party is responsible for verifying the accuracy of the wire instructions applicable to it and for promptly notifying Calderwood & Harkness LLP and the Administrative Agent of any errors or changes. All wire transfers will be effected by the Administrative Agent in imm
8. ADMINISTRATIVE AGENT FUNDING MECHANICS
Standard
⚑ Commercial term
8. ADMINISTRATIVE AGENT FUNDING MECHANICS In accordance with Section 2.02(a) of the Credit Agreement, each Lender shall wire its pro rata Funding Amount (as set forth in Section 4 above) to the Administrative Agent's Funding Account at Prescott National Bank, N.A. by no later than 1:00 p.m. (New York City time) on the Initial Draw Date in immediately available funds. The wire instructions for the Administrative Agent
9. CONFIRMATION AND APPROVAL PROCEDURE
Standard
⚑ Commercial term
9. CONFIRMATION AND APPROVAL PROCEDURE Each party is requested to confirm in writing (by email) the accuracy of its respective wire instructions and the amounts set forth in this Memorandum by no later than 5:00 p.m. (New York City time) on February 27, 2026. Confirmation emails should be directed to the following persons: Lisa Morrow Senior Associate, Calderwood & Harkness LLP Email: lmorrow@calderwoodharkness.com M
10. IMPORTANT NOTICES AND DISCLAIMERS
Medium
⚑ Liability cap to check against exposure
10. IMPORTANT NOTICES AND DISCLAIMERS This Memorandum is provided for informational and coordination purposes only in connection with the Initial Draw under the Credit Agreement. This Memorandum does not modify, amend, supplement, or supersede the terms of the Credit Agreement or any other Loan Document, and in the event of any conflict or inconsistency between the terms of this Memorandum and the terms of the Credit
11. SIGNATURE
Standard
⚑ Commercial term
11. SIGNATURE We are available to discuss any questions or concerns regarding this Memorandum at your convenience. Please do not hesitate to contact the undersigned or any member of the Calderwood & Harkness transaction team. Very truly yours, CALDERWOOD & HARKNESS LLP By: ________ Name: Philip Hartmann Title: Partner, Banking & Finance 780 Third Avenue New York, New York 10017 Telephone: (212) 554-7214 Email: phartm