Contract analysis

1. Reference to Existing Facility This Payoff Letter relates to that certain Senior Secured Term Loan Agreement, dated as of March 15, 2021 (as amended, supplemented, restated, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"), by and between Whitmore Aerospace LLC, as borrower (in such capacity, the "Borrower"), and Prescott National Bank, N.A., as sole lender (in suc

2. Payoff Amount The payoff amount set forth in this Section 2 (the "Payoff Amount") has been calculated as of March 1, 2026 (the "Anticipated Payoff Date"), which is the date on which the Borrower anticipates remitting the payoff wire in connection with the initial borrowing under the New Credit Agreement (as defined in Section 6 below). The Payoff Amount is comprised of the following components: Principal Balance.

3. Wire Transfer Instructions All payoff funds must be remitted in United States dollars in immediately available (same-day) federal funds by wire transfer to the following account: The wire transfer must include the reference line set forth above (i.e., "Whitmore Aerospace LLC — Existing Facility Payoff / LF-2025-08742") to ensure proper identification and timely application of funds to the payoff of the Existing Te

4. Confirmation of Lien Release Commitments 4.1 General Release Covenant Upon receipt by Prescott of the full Payoff Amount (including any applicable per diem interest) in immediately available funds in the account designated in Section 3 above, Prescott irrevocably agrees to: (a) Release all liens, security interests, and encumbrances. Prescott shall release, and hereby does release (effective upon and subject only

5. Representations and Confirmations of Prescott Prescott hereby represents, warrants, and confirms to the Borrower, the Borrower's counsel, and the Administrative Agent's counsel under the New Credit Agreement, as of the date hereof and as of the Anticipated Payoff Date (or, if different, the actual date on which the Payoff Amount is received in full): (a) Sole Lender Status. Prescott is the sole lender and sole hol

6. Relationship to New Credit Facility Prescott acknowledges that the payoff of the Existing Term Loan is being made in connection with, and substantially contemporaneous with, the initial borrowing under that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (CUSIP 96438LAA3), among Whitmore Aerospace LLC, as borrower, the subsidiary guarantors party thereto from time to time, the lende

7. Direction to Apply Funds Upon receipt by Prescott of the payoff wire in accordance with Section 3 above, Prescott is hereby authorized and directed to apply the funds received in the following order of priority: First, to the payment of all accrued and unpaid interest under the Existing Credit Agreement (estimated to be $562,500.00 as of the Anticipated Payoff Date of March 1, 2026, plus per diem interest, if any,

8. Miscellaneous Provisions 8.1 Governing Law This Payoff Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction. Each party hereto irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the Boroug

1. Senior Secured Term Loan Agreement, dated as of March 15, 2021, by and between Whitmore Aerospace LLC, as borrower, and Prescott National Bank, N.A., as sole lender (as amended, supplemented, restated, or otherwise modified from time to time, the "Existing Credit Agreement").

2. Promissory Note, dated March 15, 2021, in the original principal amount of $210,000,000.00, executed by Whitmore Aerospace LLC in favor of Prescott National Bank, N.A.

3. Pledge and Security Agreement, dated as of March 15, 2021, by Whitmore Aerospace LLC in favor of Prescott National Bank, N.A. (granting a security interest in substantially all personal property assets of the Borrower).

4. Pledge Agreement, dated as of March 15, 2021, by Whitmore Aerospace LLC in favor of Prescott National Bank, N.A. (pledging 100% of the equity interests in the Borrower's direct and indirect subsidiaries, including Whitmore Propulsion Systems, Inc. and Whitmore Avionics Holdings LLC).

5. Deed of Trust, Assignment of Leases and Rents, and Security Agreement, dated as of March 15, 2021, executed by Whitmore Aerospace LLC for the benefit of Prescott National Bank, N.A., recorded in Fairfax County, Virginia as Instrument No. 2021-035782 on March 18, 2021, encumbering the real property located at 2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170.

6. Mortgage, Assignment of Leases and Rents, and Security Agreement, dated as of March 15, 2021, executed by Whitmore Propulsion Systems, Inc. for the benefit of Prescott National Bank, N.A., recorded in Madison County, Alabama in Book 2021, Page 4417, on March 19, 2021, encumbering the real property located at 7100 Redstone Gateway Boulevard, Huntsville, AL 35808.

7. UCC-1 Financing Statement, filed with the Delaware Secretary of State, File No. 2021-1483726, filed March 15, 2021, naming Whitmore Aerospace LLC (DE SOS Filing No. 5738291) as debtor and Prescott National Bank, N.A. as secured party.

8. UCC-1 Financing Statement, filed with the Virginia State Corporation Commission, File No. 210315-00489, filed March 15, 2021, naming Whitmore Aerospace LLC as debtor and Prescott National Bank, N.A. as secured party.

9. Guarantee Agreement, dated as of March 15, 2021, executed by Whitmore Propulsion Systems, Inc. and Whitmore Avionics Holdings LLC, as subsidiary guarantors, in favor of Prescott National Bank, N.A., guaranteeing the obligations of Whitmore Aerospace LLC under the Existing Credit Agreement.

10. All amendments, supplements, restatements, modifications, waivers, consents, and other documents executed, delivered, or filed in connection with, or as amendments or supplements to, any of the foregoing Existing Loan Documents, whether or not specifically enumerated above. EXHIBIT B FORMS OF UCC-3 TERMINATION STATEMENTS B-1: UCC-3 Termination Statement — Delaware UCC FINANCING STATEMENT AMENDMENT (UCC-3) This UC