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Contract analysis / post-closing-obligations-tracker.docx
post-closing-obligations-tracker.docx
1019-00002 · 39 clauses
High · 3 Medium · 2 Standard · 6
I. Introduction and Purpose Standard
⚑ Commercial term
I. Introduction and Purpose This memorandum has been prepared to track all post-closing deliverables required under that certain Credit Agreement, dated as of January 30, 2026 (the "Signing Date"), among Whitmore Aerospace LLC, a Delaware limited liability company ("WAL"), as Borrower, the Subsidiary Guarantors party thereto (consisting of Whitmore Propulsion Systems, Inc., a Delaware corporation ("WPS"), Whitmore Av
II. Summary Table of Post-Closing Deliverables
II. Summary Table of Post-Closing Deliverables The following table provides a master summary of all post-closing deliverables identified in this memorandum, organized by item number and cross-referenced to the relevant section of this memorandum and the applicable provision of the Credit Agreement. Each item is assigned a status designation as of February 3, 2026, as follows: • COMPLETE — Deliverable has been receive
III. Final ALTA Title Insurance Policies
III. Final ALTA Title Insurance Policies The Credit Agreement (Section 4.02(g)) and the related Security Agreement require, as a condition precedent to the initial borrowing under the Revolving Facility, the delivery of final ALTA lender's title insurance policies (or marked-up unconditional commitments to issue the same) for each real property in which the Collateral Agent holds a mortgage or deed of trust lien. The
III.A. Virginia Property — Herndon, VA (Item No. 1) Standard
⚑ Commercial term
III.A. Virginia Property — Herndon, VA (Item No. 1) Deliverable: Final ALTA lender's title insurance policy (2006 form, or such later form as may be acceptable to the Administrative Agent) for the real property located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170 (the "Herndon Property"). Mortgagor / Owner: Whitmore Aerospace LLC, a Delaware limited liability company (Delaware Secretary of State
III.B. Alabama Property — Huntsville, AL (Item No. 2) Standard
⚑ Commercial term
III.B. Alabama Property — Huntsville, AL (Item No. 2) Deliverable: Final ALTA lender's title insurance policy for the real property located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808 (the "Huntsville Property"). Mortgagor / Owner: Whitmore Propulsion Systems, Inc., a Delaware corporation (Delaware Secretary of State Filing No. 6104873; Employer Identification Number 84-2057831). WPS holds fee simpl
III.C. Kansas Property — Wichita, KS (Item No. 3) Standard
⚑ Commercial term
III.C. Kansas Property — Wichita, KS (Item No. 3) Deliverable: Final ALTA lender's title insurance policy for the real property located at 4550 North Webb Road, Wichita, Kansas 67226 (the "Wichita Property"). Mortgagor / Owner: Whitmore Precision Machining LLC, a Delaware limited liability company (Delaware Secretary of State Filing No. 6587204; Employer Identification Number 86-4502178). WPM holds fee simple title t
III.D. Note on Mortgage Threshold
III.D. Note on Mortgage Threshold For reference, the Credit Agreement (Section 6.14) requires the execution and delivery of a mortgage or deed of trust with respect to any Mortgaged Property (as defined therein) having an appraised value in excess of $5,000,000. All three properties identified above exceed this threshold by a significant margin (Virginia: $32,000,000; Alabama: $28,000,000; Kansas: $18,000,000), and a
IV. As-Built Surveys
IV. As-Built Surveys The Credit Agreement (Section 4.02(g)) requires the delivery of current ALTA/NSPS surveys for each Mortgaged Property as a condition precedent to the initial borrowing. The surveys are also needed to support the removal of the standard survey exception from each ALTA title policy and to permit the issuance of survey-related endorsements. The following subsections address the survey status for eac
IV.A. Virginia Property — Herndon, VA (Item No. 4)
IV.A. Virginia Property — Herndon, VA (Item No. 4) Deliverable: Current ALTA/NSPS Land Title Survey of the Herndon Property (2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170). Surveyor Coordination: Keystone National Title Services, LLC (Maria Soto) is coordinating the engagement of a licensed Virginia surveyor to prepare the ALTA/NSPS survey. The identity of the third-party surveyor will be confirmed
IV.B. Alabama Property — Huntsville, AL (Item No. 5)
IV.B. Alabama Property — Huntsville, AL (Item No. 5) Deliverable: Current ALTA/NSPS Land Title Survey of the Huntsville Property (7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808). Surveyor Coordination: Keystone National Title Services, LLC (Maria Soto) is coordinating the engagement of a licensed Alabama surveyor. Note on Facility Security Clearance: WPS operates at the Huntsville site under an active fac
IV.C. Kansas Property — Wichita, KS (Item No. 6)
IV.C. Kansas Property — Wichita, KS (Item No. 6) Deliverable: Current ALTA/NSPS Land Title Survey of the Wichita Property (4550 North Webb Road, Wichita, Kansas 67226). Surveyor Coordination: Keystone National Title Services, LLC (Maria Soto) is coordinating the engagement of a licensed Kansas surveyor. Requirements: Same as described in Section IV.A above, with appropriate certification to WPM (as owner), Prescott N
V. Phase I Environmental Site Assessments
V. Phase I Environmental Site Assessments
V.A. Overview
V.A. Overview The Credit Agreement (Section 4.02(h)) requires the delivery of Phase I Environmental Site Assessments ("Phase I ESAs") for each Mortgaged Property as a condition precedent to the initial borrowing. The Phase I ESAs have been engaged by the Administrative Agent in accordance with standard diligence requirements for secured lending transactions. Environmental Consultant: Creston Environmental Sciences, I
V.B. Virginia Property — Herndon, VA (Item No. 7)
V.B. Virginia Property — Herndon, VA (Item No. 7) Deliverable: Phase I Environmental Site Assessment for the Herndon Property (2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170). Scope: The Phase I ESA covers the WAL headquarters and principal office property, including all improvements, surrounding grounds, and adjacent areas within the customary scope of an ASTM E1527-21 assessment. Nature of Operatio
V.C. Alabama Property — Huntsville, AL (Item No. 8)
V.C. Alabama Property — Huntsville, AL (Item No. 8) Deliverable: Phase I Environmental Site Assessment for the Huntsville Property (7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808). Scope: The Phase I ESA covers the WPS manufacturing facility at the Huntsville Property, including all manufacturing buildings, testing areas, storage facilities, loading docks, and surrounding grounds. Nature of Operations: Th
V.D. Kansas Property — Wichita, KS (Item No. 9)
V.D. Kansas Property — Wichita, KS (Item No. 9) Deliverable: Phase I Environmental Site Assessment for the Wichita Property (4550 North Webb Road, Wichita, Kansas 67226). Scope: The Phase I ESA covers the WPM CNC machining and heat-treatment facility at the Wichita Property, including all manufacturing buildings, heat-treatment ovens, coolant systems, waste storage areas, and surrounding grounds. Nature of Operations
VI. Deposit Account Control Agreements (DACAs)
VI. Deposit Account Control Agreements (DACAs)
VI.A. Overview High
⚑ Non-compete / exclusivity restraint
VI.A. Overview The Security Agreement (Section 5.03) requires WAL and each Subsidiary Guarantor to execute and deliver deposit account control agreements ("DACAs") for all deposit accounts maintained by such entities, in each case granting Prescott National Bank, N.A. (as Collateral Agent) "control" over such deposit accounts within the meaning of Section 9-104 of the Uniform Commercial Code as in effect in the appli
VI.B. WAL Operating Accounts (Item No. 10)
VI.B. WAL Operating Accounts (Item No. 10) Account Holder: Whitmore Aerospace LLC. Depository Institution: Prescott National Bank, N.A. is the primary depository institution for WAL's operating accounts. Because Prescott serves simultaneously as the depository bank and as the Collateral Agent under the Credit Agreement, control over deposit accounts held at Prescott may be achieved either (a) by operation of law, sin
VI.C. WPS Operating Accounts (Item No. 11)
VI.C. WPS Operating Accounts (Item No. 11) Account Holder: Whitmore Propulsion Systems, Inc. Depository Institution(s): To be confirmed. Account information has been requested from WAL (Sandra Petrova / Gregory Alston). Responsible Parties: WPS / WAL — provision of account information and execution; C&H — documentation; depository bank(s) — to be determined; Prescott — execution as Collateral Agent. Target Date: Febr
VI.D. WAH Operating Accounts (Item No. 12) Standard
⚑ Commercial term
VI.D. WAH Operating Accounts (Item No. 12) Account Holder: Whitmore Avionics Holdings LLC. Nature of Entity: WAH is an intellectual property holding company that holds patents and licenses relating to avionics systems. WAH may have limited operating accounts, as it is not an operating entity and does not generate significant independent revenues apart from intercompany license fees and royalties. However, to the exte
VI.E. WDS Operating Accounts (Item No. 13) High
⚑ Non-compete / exclusivity restraint
VI.E. WDS Operating Accounts (Item No. 13) Account Holder: Whitmore Defense Solutions, Inc. Nature of Entity and Special Considerations: WDS is the Whitmore enterprise's defense-focused subsidiary, engaged in the performance of classified and unclassified contracts for the U.S. Department of Defense and other government agencies. Certain WDS deposit accounts may hold proceeds from classified DoD contracts that are su
VI.F. WPM Operating Accounts (Item No. 14)
VI.F. WPM Operating Accounts (Item No. 14) Account Holder: Whitmore Precision Machining LLC. Depository Institution(s): To be confirmed. Account information has been requested from WAL. Responsible Parties: WPM / WAL — provision of account information and execution; C&H — documentation; depository bank(s) — to be determined; Prescott — execution as Collateral Agent. Target Date: February 14, 2026. Hard Deadline: Febr
VI.G. Securities Account Control Agreements (Item No. 15)
VI.G. Securities Account Control Agreements (Item No. 15) Deliverable: Control agreements for any securities accounts (within the meaning of UCC § 8-501) maintained by WAL or any Subsidiary Guarantor. To the extent that any Loan Party maintains securities accounts (e.g., brokerage accounts, money market accounts classified as securities accounts, or investment accounts), a securities account control agreement ("SACA"
VII.A. Overview
VII.A. Overview The Credit Agreement (Sections 4.02(i) and 6.06) requires WAL and each Subsidiary Guarantor to maintain insurance in accordance with the insurance requirements schedule attached to the Credit Agreement as Schedule 6.06. As a condition precedent to the initial borrowing, WAL must deliver evidence that all required insurance is in full force and effect and that all required endorsements have been obtain
VII.B. Insurance Broker Coordination
VII.B. Insurance Broker Coordination Broker: Falconer Risk Advisors, Inc. (Daniel Herrera, Account Executive; 1700 Market Street, Suite 1500, Philadelphia, Pennsylvania 19103). Falconer serves as the insurance broker for the Whitmore enterprise and is responsible for coordinating with the applicable insurance carriers to obtain all required endorsements and certificates of insurance. Scope of Endorsements Required: T
VII.C. Specific Endorsement Requirements by Property
VII.C. Specific Endorsement Requirements by Property The property-specific loss payable / mortgagee endorsements must reference the specific Mortgaged Property covered and must name Prescott National Bank, N.A., as Collateral Agent, as the loss payee or mortgagee, as follows: • Virginia Property (Herndon): Property insurance loss payable / mortgagee endorsement for the property at 2400 Centennial Tower Drive, Suite 8
VII.D. Deliverables (Item No. 16)
VII.D. Deliverables (Item No. 16) The specific insurance deliverables required include: (a) Certificates of insurance (ACORD 25 and/or ACORD 28 forms, as applicable) reflecting all required coverages, policy limits, carriers, and endorsements. (b) Copies of actual endorsements issued by the insurance carriers, including mortgagee / loss payable endorsements, additional insured endorsements, and any other endorsements
VIII. Intellectual Property Security Agreement Filings
VIII. Intellectual Property Security Agreement Filings
VIII.A. Overview Medium
⚑ Assignment / subcontracting
VIII.A. Overview The Security Agreement grants Prescott National Bank, N.A. (as Collateral Agent) a security interest in all intellectual property of WAL and each Subsidiary Guarantor, including, without limitation, all patents and patent applications, trademarks, service marks, trade names, and trademark applications and registrations, copyrights and copyright registrations, trade secrets, proprietary technology, an
VIII.B. Relevant Entities High
⚑ Non-compete / exclusivity restraint
VIII.B. Relevant Entities The following entities within the Whitmore enterprise hold or may hold registered intellectual property: Whitmore Avionics Holdings LLC (WAH): WAH is the primary intellectual property holding subsidiary within the Whitmore enterprise. WAH holds patents and exclusive licenses relating to avionics systems, flight control software, and related technologies. WAH is a Delaware limited liability c
VIII.C. Deliverables (Item No. 17) Medium
⚑ Assignment / subcontracting
VIII.C. Deliverables (Item No. 17) The intellectual property perfection deliverables include: (a) USPTO Filings: Recordation of the Security Agreement (or, more commonly, a short-form intellectual property security agreement specifically tailored for USPTO recording purposes) with the USPTO Assignment Division for all registered patents and patent applications and all registered trademarks and trademark applications
IX. Additional Post-Closing Items
IX. Additional Post-Closing Items
IX.A. Flood Certificates / Determinations (Item No. 18) Standard
⚑ Commercial term
IX.A. Flood Certificates / Determinations (Item No. 18) Deliverable: Standard flood hazard determination forms (FEMA Standard Flood Hazard Determination Form, or equivalent) for each Mortgaged Property (Herndon, VA; Huntsville, AL; and Wichita, KS). Requirement: Pursuant to the National Flood Insurance Act of 1968, as amended, and the Flood Disaster Protection Act of 1973, as amended (collectively, the "Flood Laws"),
IX.B. Landlord Waivers / Consents — Leased Locations (Item No. 19)
IX.B. Landlord Waivers / Consents — Leased Locations (Item No. 19) Deliverable: Landlord waivers, access agreements, or consents for any leased locations at which WAL or any Subsidiary Guarantor maintains material personal property collateral (including inventory, equipment, or fixtures). Background: The three Mortgaged Properties described in this memorandum are owned real property. However, WAL or one or more Subsi
IX.C. Auditor Comfort / Financial Deliverables (Item No. 20)
IX.C. Auditor Comfort / Financial Deliverables (Item No. 20) Deliverable: Delivery of audited consolidated financial statements of WAL and its subsidiaries for the fiscal year ended December 31, 2025 ("FY2025"), prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), accompanied by an unqualified opinion of WAL's independent registered public accounting firm. Auditor: Grays
X. Status Summary and Risk Assessment
X. Status Summary and Risk Assessment
X.A. Items on Track (Expected by February 14, 2026 Target Date)
X.A. Items on Track (Expected by February 14, 2026 Target Date) Based on the information available as of February 3, 2026, the following items are on track for delivery by the February 14, 2026 internal target date, subject to the completion of ongoing work and the absence of unforeseen complications:
1. Item 1 — VA Title Policy: Title commitment received and under review by C&H and Agent'
1. Item 1 — VA Title Policy: Title commitment received and under review by C&H and Agent's counsel. Virginia Deed of Trust submitted for recording in Fairfax C