Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions. As used in this Agreement, the following terms shall have the following meanings: "Account" shall have the meaning ascribed to such term in Article 9 of the UCC. "Administrative Agent" shall mean Prescott National Bank, N.A., a national banking association, in its capacity as administrative agent under the Credit Agreement, together with its successors and assigns in such capacity. "Agreem

Section 1.02 — Interpretation; References to the UCC. (a) Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement. If any term is defined both in this Agreement and in the Credit Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement. (b) All terms used herein and defined in the UCC that are not otherwise defined

Section 1.03 — Rules of Construction. (a) The headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. (b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." (c) References herein to "Articles," "Sections," "Schedules," and "Exhibits" shall be to Article

ARTICLE II — GRANT OF SECURITY INTEREST

Section 2.01 — Security Interest Grant. Each Grantor hereby pledges, assigns, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority continuing security interest in, and lien upon, all of the right, title, and interest of such Grantor in, to, and under all of the following property, whether now owned or existing or hereafter acquired or arising and wherever located (all o

Section 2.02 — Security for Obligations. The security interest granted herein secures the prompt and complete payment, performance, and observance when due (whether at the stated maturity, by acceleration, or otherwise) of all Obligations, as defined in the Credit Agreement and as further defined in Section 1.01 hereof, including, without limitation, all amounts owed under: (a) the $450,000,000 revolving credit facil

Section 2.03 — Excluded Assets. Notwithstanding anything to the contrary in Section 2.01, the Collateral shall not include any of the following (collectively, the "Excluded Assets"): (a) Classified Government Contracts. Any contract, agreement, purchase order, task order, delivery order, or receivable arising under or relating to a classified government contract or program, to the extent that (i) the grant of a secur

Section 2.04 — After-Acquired Property. The security interest granted herein shall attach to all Collateral described in Section 2.01 that is acquired by any Grantor after the date hereof immediately upon such Grantor's acquisition of any rights therein, without any further action by any Grantor, the Collateral Agent, or any other person, and without the necessity of any further grant, conveyance, or assignment. Each

ARTICLE III — PERFECTION AND PROTECTION OF SECURITY INTERESTS

Section 3.01 — Filing of Financing Statements. (a) Each Grantor hereby irrevocably authorizes the Collateral Agent, at any time and from time to time, to file or cause to be filed in any filing office in any UCC jurisdiction, UCC-1 financing statements, amendments thereto, and continuation statements describing the Collateral in such manner as the Collateral Agent may determine in its reasonable discretion, including

Section 3.02 — Delivery of Instruments and Chattel Paper. Each Grantor shall deliver to the Collateral Agent, promptly upon the receipt or acquisition thereof, all instruments (including promissory notes) and tangible chattel paper, in each case with a face amount or value in excess of $250,000 (individually or in the aggregate with respect to related instruments or chattel paper), endorsed in blank or to the order o

Section 3.03 — Control Agreements. (a) Each Grantor shall, within the time period specified in the Credit Agreement (as a post-closing deliverable; target date: February 14, 2026; hard deadline: February 28, 2026), deliver to the Collateral Agent duly executed Control Agreements with respect to all deposit accounts and securities accounts maintained by such Grantor, in each case in form and substance reasonably satis

Section 3.04 — Intellectual Property Filings. (a) Each Grantor shall execute and deliver to the Collateral Agent, as a post-closing deliverable by no later than February 14, 2026, supplemental intellectual property security agreements in recordable form, including: (i) a Patent Security Agreement covering all Patents and patent applications owned by such Grantor, for filing with the United States Patent and Trademark

Section 3.05 — Existing Liens; Termination of Prior Filings. (a) In connection with the closing of the Credit Agreement and the repayment in full of the Existing Facility (estimated payoff amount of $169,312,500 as of March 1, 2026), the following actions shall be taken to terminate existing liens and filings: (i) A UCC-3 termination statement shall be filed with the Delaware Secretary of State terminating the existi

Section 3.06 — Further Assurances Regarding Perfection. Each Grantor shall, at its own cost and expense, take all actions and execute and deliver all documents, instruments, and agreements that the Collateral Agent may from time to time reasonably request to (a) perfect and maintain the perfection and priority of the Collateral Agent's security interests in the Collateral, (b) protect the Collateral and the Collatera

ARTICLE IV — REPRESENTATIONS AND WARRANTIES Each Grantor hereby represents and warrants to the Collateral Agent and the Secured Parties, as of the date hereof and as of each date on which the representations and warranties under the Credit Agreement are required to be reaffirmed (unless stated to relate to a specific date, in which case as of such specific date), as follows:

Section 4.01 — Organization; Jurisdiction; Legal Names. (a) Each Grantor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and has all requisite power and authority to own, lease, and operate its properties and to carry on its business as currently conducted. The following information is true, accurate, and complete as of the date hereof with respect to each Gr

Section 4.02 — Title; No Other Liens. (a) Each Grantor has good and valid title to, or valid and subsisting rights in, all of its Collateral, free and clear of all liens, claims, charges, encumbrances, and security interests, except (i) the security interests granted herein in favor of the Collateral Agent for the benefit of the Secured Parties and (ii) Permitted Liens as defined in the Credit Agreement. (b) Upon the

Section 4.03 — Authorization; Enforceability. (a) The execution, delivery, and performance of this Agreement by each Grantor has been duly authorized by all necessary limited liability company or corporate action, as applicable. Without limiting the generality of the foregoing, the managers, members, or board of directors (as applicable) of each Grantor have adopted resolutions authorizing the execution, delivery, an

Section 4.04 — No Conflicts. The execution, delivery, and performance of this Agreement by each Grantor does not and will not (a) violate, conflict with, or result in a breach of any provision of the certificate of formation, certificate of incorporation, limited liability company agreement, bylaws, or other organizational document of such Grantor, (b) violate any applicable law, rule, regulation, judgment, order, or

Section 4.05 — Location of Collateral. All tangible Collateral (including all inventory and equipment) is located at the following addresses, and no Grantor maintains any tangible Collateral at any other location except as disclosed on Schedule 3: (a) 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170 (principal executive offices of Whitmore Aerospace LLC); (b) 7100 Redstone Gateway Boulevard, Huntsville

Section 4.06 — Accounts and Receivables. A schedule of all material accounts and accounts receivable of each Grantor, as of a recent date, is set forth on Schedule 5 (as delivered to the Collateral Agent at or prior to the closing of the Credit Agreement). Except as disclosed on Schedule 5 or as otherwise disclosed to the Collateral Agent in writing, no Grantor has any knowledge of any material dispute, set-off, defe

Section 4.07 — Intellectual Property. (a) Schedule 2 sets forth a true, correct, and complete list of all material registered Patents, Trademarks, and Copyrights, and all pending applications therefor, and all material IP Licenses (whether inbound or outbound) owned by or licensed to each Grantor as of the date hereof. (b) Whitmore Avionics Holdings LLC (WAH) is the primary holder of avionics-related intellectual pro

Section 4.08 — Deposit Accounts and Securities Accounts. Schedule 6 sets forth a true, correct, and complete list of all deposit accounts and securities accounts maintained by each Grantor as of the date hereof, including, with respect to each such account, the name of the depository bank or securities intermediary at which such account is maintained, the account number, and the account type (e.g., operating, payroll

Section 4.09 — Commercial Tort Claims. As of the date hereof, no Grantor has any commercial tort claims with a value reasonably expected to exceed $500,000 (individually or in the aggregate with respect to related claims), except as set forth on Schedule 4. Each Grantor agrees to supplement Schedule 4 promptly upon the commencement or assertion of any commercial tort claim with a value reasonably expected to exceed $

Section 4.10 — Absence of Financing Statements. No effective UCC financing statement, fixture filing, or other filing or recording covering any Collateral or any portion thereof is on file or of record in any public recording office, except (a) the UCC-1 financing statements filed in connection with the Existing Facility (File No. 2021-1483726 (Delaware) and File No. 210315-00489 (Virginia)), which are to be terminat

ARTICLE V — COVENANTS Each Grantor covenants and agrees with the Collateral Agent and the Secured Parties that, from and after the date hereof and until the Payment in Full of all Obligations and the termination of all Commitments under the Credit Agreement:

Section 5.01 — Protection of Collateral Agent's Security Interest. (a) No Grantor shall sell, transfer, assign, exchange, lease, license, abandon, or otherwise dispose of any Collateral, or attempt, offer, or contract to do so, except as expressly permitted by the Credit Agreement, including, without limitation, (i) sales of inventory in the ordinary course of business, (ii) dispositions of worn-out, obsolete, or sur

Section 5.02 — Maintenance of Collateral. (a) Each Grantor shall maintain and preserve all tangible Collateral in good working order, repair, and condition, ordinary wear and tear excepted, and shall make all necessary repairs thereto and replacements thereof, consistent with standards customary in the aerospace manufacturing industry. (b) Each Grantor shall maintain insurance on the Collateral in accordance with the

Section 5.03 — Changes in Name, Location, or Structure. No Grantor shall (a) change its legal name, identity, or organizational structure, (b) change its state or jurisdiction of organization, (c) change its organizational identification number or acquire a new organizational identification number, or (d) change the location of its chief executive office or principal place of business, in each case, without providing