Contract analysis

From: Philip Hartmann <phartmann@calderwoodharkness.com> To: Gregory Alston <galston@whitmoreaero.com> Cc: Lisa Morrow <lmorrow@calderwoodharkness.com> Date: Fri, 30 Jan 2026 06:47:00 -0000 Subject: Whitmore Aerospace LLC — $450,000,000 Senior Secured Revolving Credit Facility — Signing Confirmation

I am pleased to confirm that, as of today, January 30, 2026, all parties have executed and delivered the Credit Agreement and ancillary Loan Documents in connection with the $450,000,000 Senior Secured Revolving Credit Facility (CUSIP: 96438LAA3). The Credit Agreement, dated as of January 30, 2026, is among Whitmore Aerospace LLC, a Delaware limited liability company headquartered in Herndon, Virginia ("WAL" or the "

Congratulations to all on reaching this milestone. Below is a summary of key items for the record and a roadmap for the work ahead.

Signed signature pages have been received and released for each of the following:

1. **Credit Agreement** — $450,000,000 Senior Secured Revolving Credit Agreement, including a $400,000,000 revolving commitment, a $25,000,000 swingline sub-facility, and a $50,000,000 letter of credit sub-facility, with $100,000,000 in incremental accordion capacity, maturing January 30, 2031.

2. **Guarantee Agreement** — executed by the four Subsidiary Guarantors: Whitmore Propulsion Systems, Inc. ("WPS"), Whitmore Avionics Holdings LLC ("WAH"), Whitmore Defense Solutions, Inc. ("WDS"), and Whitmore Precision Machining LLC ("WPM").

3. **Pledge and Security Agreement** — granting a first-priority security interest in substantially all personal property of WAL and each Subsidiary Guarantor in favor of Prescott National Bank, N.A., as Collateral Agent.

4. **Equity Pledge Agreement** — covering 100% of the equity interests in each domestic subsidiary (membership interests in WAH and WPM; capital stock of WPS and WDS).

5. **Mortgages / Deeds of Trust** — (a) Deed of Trust on the Herndon, VA property (2400 Centennial Tower Drive, Fairfax County); (b) Mortgage on the Huntsville, AL property (7100 Redstone Gateway Boulevard, Madison County); and (c) Mortgage on the Wichita, KS property (4550 North Webb Road, Sedgwick County).

6. **Promissory Notes** — five notes, one for each Lender in the amount of its respective commitment: - Prescott National Bank, N.A. — $135,000,000 - Harborview Trust Company — $90,000,000 - Meridian Commercial Lending Corp. — $90,000,000 - Atlas Fidelity Bank — $67,500,000 - Commonwealth Capital Markets, Inc. — $67,500,000

7. **Solvency Certificate** — executed by Sandra Petrova, Chief Financial Officer of WAL.

8. **Secretary's / Officer's Certificates** — for each of WAL, WPS, WAH, WDS, and WPM, attaching organizational documents, board/member resolutions (approved January 22, 2026), incumbency certificates, and good standing certificates.

9. **Borrower's Counsel Legal Opinion** — Calderwood & Harkness LLP opinion addressed to the Administrative Agent and the Lenders.

10. **Supplemental Local Counsel Opinions** — Virginia (Calderwood & Harkness LLP, Washington, D.C. office), Alabama (Overstreet & Hawkins LLP), and Kansas (Bartley Predding LLP).

The syndicate and commitment allocations are confirmed as follows:

| Lender | Commitment | % | Role(s) | |--------|-----------|---|---------| | Prescott National Bank, N.A. | $135,000,000 | 30% | Administrative Agent, Lead Arranger, Sole Bookrunner, Collateral Agent, Swingline Lender | | Harborview Trust Company | $90,000,000 | 20% | Co-Syndication Agent | | Meridian Commercial Lending Corp. | $90,000,000 | 20% | Co-Syndication Agent | | Atlas Fidelity Bank | $67,500,000 | 15% | Doc

For convenience, a reminder of the principal commercial terms:

- **Interest Rate:** Adjusted Term SOFR + 350 bps (SOFR floor of 0.00%) - **Financial Covenants:** Maximum total leverage ratio of 3.75x; minimum interest coverage ratio of 3.00x; maximum annual capital expenditures of $45,000,000 (with 50% carry-forward of unused amounts, capped at $22,500,000) - **Commitment Fee:** 50 bps per annum on unused commitments - **Agent Fee:** $175,000 per annum to Prescott National Bank,

The initial draw is anticipated on or about March 1, 2026, and will be used primarily to refinance and pay off the existing $210,000,000 senior secured term loan dated March 15, 2021 (estimated payoff amount of approximately $169,312,500, comprising $168,750,000 in outstanding principal plus approximately $562,500 in accrued interest). Remaining proceeds will be used for working capital and general corporate purposes

New UCC-1 financing statements are being filed in Delaware (for WAL, WPS, WAH, and WPM) and in Virginia with the Virginia State Corporation Commission (for WDS). UCC-3 termination statements for the existing facility (DE File No. 2021-1483726 and VA File No. 210315-00489) will be filed upon payoff of the existing term loan. Existing mortgage discharges in Fairfax County, Virginia and Madison County, Alabama will also

**VI. Post-Closing Deliverables — Critical Dates**

While signing is now complete, certain conditions precedent to initial funding remain outstanding and are being tracked on the closing checklist. I want to highlight two critical dates:

**Target Date for Post-Closing Security Deliverables: February 14, 2026**

The following items must be delivered by this target date:

- Final ALTA title insurance policies from Keystone National Title Services, LLC for all three mortgaged properties - As-built surveys for each mortgaged property - Phase I environmental site assessments from Creston Environmental Sciences, Inc. - Deposit account control agreements for all WAL and subsidiary operating accounts - Insurance endorsements naming Prescott National Bank, N.A., as Collateral Agent, as addit

**Funding Deadline (Hard Outside Date): February 28, 2026**

All conditions precedent to initial funding must be satisfied or waived by this date.

Marcus Leung will be circulating a detailed post-closing obligations tracker early next week and will serve as the primary day-to-day contact for deliverable coordination. Gregory and Sandra, I would ask that you please coordinate internally with the broader Whitmore team to ensure timely delivery of all borrower-side items. If you anticipate any issues meeting the February 14 target on any deliverable, please flag t

I want to thank everyone — Derek, Gregory, Sandra, Victoria, Raymond, Jennifer, Robert, Priya, Thomas, Angela, and all of your respective teams — for the considerable effort that went into reaching today's signing. This has been a well-coordinated process, and I am confident that we will complete the remaining post-closing deliverables on schedule.

Please note that executed signature pages are currently being compiled and that Calderwood & Harkness will distribute complete closing binders once all post-closing items have been finalized.

Please do not hesitate to reach out if you have any questions in the meantime.

Philip Hartmann Partner, Banking & Finance Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017 T: (212) 506-4100 D: (212) 506-4187 E: phartmann@calderwoodharkness.com

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