Contract analysis

I. Executive Summary The purpose of this memorandum is to memorialize for the file the principal terms, structure, and key features of the $450,000,000 senior secured syndicated revolving credit facility (the "Facility") in connection with which Calderwood & Harkness LLP ("C&H" or the "Firm") serves as borrower's counsel. C&H represents the borrower, Whitmore Aerospace LLC ("WAL" or the "Borrower"), a Delaware limite

II. Background on the Borrower and Sponsor A. Whitmore Aerospace LLC Whitmore Aerospace LLC is a Delaware limited liability company, organized and existing under the Delaware Limited Liability Company Act, as reflected in its Certificate of Formation filed with the Delaware Secretary of State under Filing No. 5738291. The Borrower's federal Employer Identification Number is 82-3194567. WAL maintains its principal off

III. Facility Structure A. Overview. The Facility is structured as a senior secured syndicated revolving credit facility with the following principal structural features: Type. Senior Secured Syndicated Revolving Credit Facility. Total Commitment. $450,000,000 in aggregate commitments across the five-member syndicate. Revolving Credit Commitment. $400,000,000 in aggregate revolving credit commitments, representing th

IV. Key Commercial Terms — Pricing and Interest A. Interest Rate Borrowings under the Facility bear interest at a rate per annum equal to Adjusted Term SOFR plus an applicable margin of 350 basis points (3.50%). The term "Adjusted Term SOFR" is defined in the Credit Agreement by reference to the CME Term SOFR Reference Rate for the applicable Interest Period, as published by the CME Group Benchmark Administration Lim

V. Use of Proceeds The proceeds of the Facility are to be applied for the following purposes, as set forth in the Credit Agreement: Refinancing of Existing Indebtedness. The primary use of proceeds from the initial borrowing under the Facility will be the payoff and retirement of WAL's existing $210,000,000 senior secured term loan facility with Prescott National Bank, N.A. (the "Existing Facility"). The Existing Fac

VI. Financial Covenants The Credit Agreement requires the Borrower to maintain compliance with the following financial covenants, each of which is tested on a quarterly basis as of the last day of each fiscal quarter: A. Maximum Total Leverage Ratio The Borrower shall not permit the Total Leverage Ratio (defined as the ratio of Total Funded Debt to Consolidated EBITDA) to exceed 3.75 to 1.00 as of the last day of any

VII. Collateral and Security Package The Facility is secured by a comprehensive collateral package consisting of first-priority perfected security interests in substantially all of the assets of the Borrower and each Subsidiary Guarantor, as well as equity pledges and real property mortgages. The collateral package is designed to provide the Lenders with a first-priority lien position across all material asset classe

VIII. Perfection Methods by Jurisdiction The following is a summary of the perfection methods employed to establish the Collateral Agent's first-priority security interest in the various categories of collateral comprising the security package: A. UCC-1 Financing Statements (New Filings) In order to perfect the Collateral Agent's security interest in the personal property assets of the Borrower and each Subsidiary Gu

IX. Key Transaction Timeline The following table sets forth the key dates and milestones in the transaction timeline from the commencement of the Calderwood & Harkness engagement through the Maturity Date: The transaction progressed in an orderly fashion over the approximately three-month period from engagement opening to closing. The negotiation of the Credit Agreement was completed in approximately five weeks of ac

X. Conditions Precedent to Initial Funding A. Conditions Satisfied at Signing (January 30, 2026) The following conditions precedent to the effectiveness of the Credit Agreement and the obligations of the Lenders to fund thereunder were satisfied on or prior to the Signing Date:

1. Execution and Delivery of Loan Documents. The Credit Agreement, Guarantee Agreement, Pledge and Security Agreement, Equity Pledge Agreement, and Promissory Notes (five notes, one in favor of each Lender) were duly executed and delivered by all parties thereto on January 30, 2026.

2. Secretary's/Officer's Certificates. Secretary's Certificates (or, in the case of LLCs, Officer's Certificates) were delivered for each of WAL, WPS, WAH, WDS, and WPM. Each certificate includes, as attachments thereto: (i) certified copies of the organizational documents (certificate of formation/incorporation and limited liability company agreement/bylaws, as applicable) of the applicable entity; (ii) certified co

3. Solvency Certificate. A duly executed Solvency Certificate was delivered by Sandra Petrova, in her capacity as Chief Financial Officer of WAL, certifying that, after giving effect to the consummation of the Facility and the refinancing of the Existing Facility, (i) the fair value of the assets of the Borrower and its subsidiaries, on a consolidated basis, exceeds the total amount of their liabilities, (ii) the pre

4. Borrower's Counsel Legal Opinion. Calderwood & Harkness LLP delivered a legal opinion addressed to the Administrative Agent and the Lenders, signed by Philip Hartmann, Partner. The opinion addresses customary matters, including the due organization and good standing of the Borrower and the Subsidiary Guarantors in their respective jurisdictions of organization, the due authorization, execution, and delivery of the

5. Supplemental Local Counsel Opinions. Supplemental legal opinions were delivered by local counsel in the following jurisdictions in which the Borrower and the Subsidiary Guarantors conduct business or in which real property collateral is located: (a) Virginia: Delivered by the Calderwood & Harkness LLP Washington, D.C. office, covering Virginia-specific matters relating to WAL, WDS, and the Fairfax County deed of t

6. Payment of Fees and Closing Costs. The Borrower paid all arrangement fees, closing costs, and expense reimbursements due and payable on or prior to the Signing Date, including the initial annual Administrative Agent fee of $175,000, the upfront fees payable to the Lenders in connection with the syndication, and the legal fees and disbursements of Agent's counsel (Caldwell Pryor & Shea LLP) and Borrower's counsel (

1. Final ALTA Title Insurance Policies. Final ALTA title insurance policies issued by Keystone National Title Services, LLC for each of the three mortgaged properties (Herndon, VA; Huntsville, AL; and Wichita, KS), each in an amount satisfactory to the Administrative Agent and containing such endorsements as the Administrative Agent shall reasonably require, insuring the Collateral Agent's first-priority lien positio

2. As-Built Surveys. Current as-built surveys for each of the three mortgaged properties, prepared in accordance with ALTA/NSPS Minimum Standard Detail Requirements and certified to the Collateral Agent and the title insurer.

3. Phase I Environmental Site Assessments. Final Phase I environmental site assessment reports from Creston Environmental Sciences, Inc. for each of the three mortgaged properties, prepared in accordance with ASTM E1527-21 standards and addressed or reliance-lettered to the Administrative Agent and the Collateral Agent.

4. UCC-1 Filing Confirmations. Filing confirmations for all five (5) UCC-1 financing statements filed in the State of Delaware (four filings) and the Commonwealth of Virginia (one filing), evidencing the filing date, filing number, and content of each financing statement.

5. Mortgage Recordings. Recording confirmations for the three mortgage instruments recorded in Fairfax County, Virginia, Madison County, Alabama, and Sedgwick County, Kansas, evidencing the recording date, instrument number (or book and page), and content of each recorded instrument.

6. Deposit Account Control Agreements. Fully executed deposit account control agreements for all operating accounts maintained by WAL and each Subsidiary Guarantor, establishing the Collateral Agent's "control" over such accounts for purposes of UCC perfection.

7. Insurance Endorsements. Insurance endorsements naming the Collateral Agent as additional insured and/or loss payee, as applicable, under all property and casualty insurance policies maintained by the Borrower and the Subsidiary Guarantors. The coordination of these endorsements is being managed by Daniel Herrera, Account Executive at Falconer Risk Advisors, Inc., WAL's insurance broker, based in Philadelphia, Penn

XI. Ongoing Reporting and Compliance Obligations Following the Signing Date and throughout the term of the Facility, the Borrower is subject to the following ongoing reporting and compliance obligations under the Credit Agreement: Quarterly Compliance Certificate. The Borrower shall deliver a Compliance Certificate, in the form attached as Exhibit B to the Credit Agreement, on a quarterly basis within forty-five (45)