Contract analysis

1. Purpose and Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Whitmore Aerospace LLC, a Delaware limited liability company ("WAL," "Whitmore," or the "Company"), to serve as borrower's counsel in connection with a proposed $450,000,000 senior secured syndicated revolving credit facility (the "Facility" or the "Transaction"). This letter (the "Engagement Letter") set

2. Scope of Representation The Firm will represent WAL as borrower in all aspects of the negotiation, documentation, and closing of the Facility, including but not limited to the following: (a) Credit Agreement and Ancillary Loan Documents. Drafting, reviewing, and negotiating the Credit Agreement and all ancillary loan documents, including the Guarantee Agreement, Pledge and Security Agreement, Equity Pledge Agreeme

3. Engagement Team The following attorneys will comprise the primary engagement team for this matter: Responsible Partner: Philip Hartmann Mr. Hartmann is a Partner in the Firm's Banking & Finance Practice, resident in the New York office. He will have overall responsibility for the engagement and will serve as WAL's primary senior contact. Mr. Hartmann has extensive experience representing borrowers, lenders, and ag

4. Client Responsibilities and Contacts WAL's primary legal contact for the Transaction will be Gregory Alston, General Counsel & Secretary. All material legal communications, document drafts, and strategic decisions regarding the Transaction should be channeled through Mr. Alston, unless he designates an alternative contact in writing. WAL's primary financial contact for the Transaction will be Sandra Petrova, Chief

5. Fee Arrangement Basis of Fees. The Firm will charge for its services on an hourly basis at the Firm's standard rates then in effect for the attorneys and other professionals working on the matter. Hourly charges are recorded in increments of one-tenth (1/10) of an hour. The total fees for the engagement will depend upon a number of factors, including the complexity of the issues that arise during the negotiation a

6. Billing and Payment Terms Invoices will be rendered on a monthly basis and will reflect time charges, disbursements, and out-of-pocket expenses incurred during the preceding calendar month. Each invoice will include a summary of professional time by attorney, a description of the services rendered, and an itemization of disbursements and expenses. Invoices will be directed to: Gregory Alston, Esq. General Counsel

7. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable Rules of Professional Conduct of the State of New York. The results of this conflicts check are summarized below. The Firm currently represents, and may in the future represent, other clients in matters unrelated to this Transaction that may involve one or more of the other parties to the Fa

8. Confidentiality The Firm will maintain the confidentiality of all information provided by WAL or its representatives in connection with this engagement, in accordance with the Firm's professional obligations and the applicable Rules of Professional Conduct. The Firm will not disclose WAL's confidential information to any third party except as permitted or required by applicable law, professional rules, or court or

9. Document Retention The Firm will maintain files relating to this engagement in accordance with its standard document retention policies, as may be amended from time to time. Such files may be maintained in hard copy, electronic format, or both, at the Firm's discretion. Upon the conclusion of the engagement, whether by completion of the Transaction, termination, or otherwise, original documents belonging to WAL wi

10. Limitation of Engagement; No Guarantee of Outcome This engagement is limited to the specific matter described in Section 2 above. The Firm does not undertake any obligation to represent WAL in any other matter, whether or not related to the Transaction, unless the Firm and WAL enter into a separate written engagement letter or amendment to this Engagement Letter with respect to such other matter. The Firm makes n

11. Termination Either WAL or the Firm may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party, the Firm will take such steps as are reasonably practicable to protect WAL's interests and, if requested by WAL, will cooperate with successor counsel in the orderly transition of the matter, including the transfer of files and work product. Upon termina

12. Governing Law This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction. Any dispute arising out of or relating to this Engagement Letter or the Firm's representation of WAL in connection with the Transaction

13. Acceptance and Countersignature We respectfully request that WAL indicate its acceptance of the terms and conditions set forth in this Engagement Letter by having an authorized representative sign and return the enclosed copy of this letter to the undersigned. A scanned copy transmitted by email to phartmann@calderwoodharkness.com shall be deemed an original for all purposes, provided that the original signed cop