OFFICER'S CERTIFICATE OF WHITMORE PRECISION MACHINING LLC
Delivered pursuant to Section 4.01(a)(iv) of the Credit Agreement dated as of January 30, 2026 (the "Credit Agreement") among Whitmore Aerospace LLC, a Delaware limited liability company, as Borrower, the Subsidiary Guarantors party thereto from time to time, the Lenders party thereto from time to time, and Prescott National Bank, N.A., a national banking association, as Administrative Agent, Collateral Agent, and Swingline Lender
January 30, 2026
The undersigned, being a duly authorized person of Whitmore Precision Machining LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware (the "Company" or "WPM"), does hereby certify, in his capacity as an authorized person of WPM and not in his individual capacity, in connection with the closing of the transactions contemplated by the Credit Agreement and the satisfaction of the conditions precedent set forth therein, as follows:
The full legal name of the Company is Whitmore Precision Machining LLC. The Company was formed as a Delaware limited liability company and its Certificate of Formation was filed with the Secretary of State of the State of Delaware under Filing No. 6587204. The Company's federal employer identification number (EIN) is 86-4502178. The Company's principal place of business and chief executive office is located at 4550 North Webb Road, Wichita, Kansas 67226, which serves as the Company's CNC machining and heat-treatment manufacturing facility.
WPM is a wholly owned subsidiary of Whitmore Aerospace LLC, a Delaware limited liability company (the "Sole Member" or "Parent"). WPM is a "Subsidiary Guarantor" (as defined in the Credit Agreement) and is a party to, or will become a party to on or about the date hereof, the following Loan Documents: (a) the Credit Agreement; (b) the Guarantee Agreement dated as of the date hereof (the "Guarantee Agreement"), among the Subsidiary Guarantors party thereto and Prescott National Bank, N.A., as Administrative Agent; (c) the Pledge and Security Agreement dated as of the date hereof (the "Pledge and Security Agreement"), among the Grantors party thereto and Prescott National Bank, N.A., as Collateral Agent; and (d) the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of the date hereof (the "Mortgage and Security Agreement (Kansas Property)"), granted by WPM in favor of Prescott National Bank, N.A., as Collateral Agent, encumbering the real property located at 4550 North Webb Road, Wichita, Sedgwick County, Kansas 67226.
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Section 1. Organizational Documents.
1.1 Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of Whitmore Precision Machining LLC, as filed with the Secretary of State of the State of Delaware under Filing No. 6587204, together with all amendments, supplements, and restatements thereto through and including the date hereof. No amendments, supplements, restatements, or other modifications have been made to the Certificate of Formation since the date of the most recently filed version attached hereto as Exhibit A, and no application or filing for any such amendment, supplement, restatement, or modification is pending with the Secretary of State of the State of Delaware or any other governmental authority.
1.2 Attached hereto as Exhibit B is a true, correct, and complete copy of the Limited Liability Company Agreement of Whitmore Precision Machining LLC (the "LLC Agreement"), as currently in full force and effect, including all amendments, supplements, modifications, and restatements thereto through and including the date hereof. The LLC Agreement constitutes the entire operating agreement governing the internal affairs, management, and operations of the Company as of the date hereof, and there are no other agreements, side letters, or understandings that amend, supplement, or otherwise modify the LLC Agreement that are not reflected in the copy attached as Exhibit B.
1.3 I further certify and confirm that: (a) no proceedings have been taken, authorized, or are pending or, to my knowledge, threatened for the dissolution, liquidation, or winding up of the Company; (b) the Certificate of Formation of the Company has not been revoked, cancelled, surrendered, or amended since the date of the most recently filed version attached hereto as Exhibit A; (c) the LLC Agreement has not been amended, restated, supplemented, or otherwise modified since the date of the copy attached hereto as Exhibit B; and (d) the Company has not merged with or into, or consolidated with, any other entity, and no proceedings for any such merger or consolidation are pending, authorized, or, to my knowledge, threatened.
Section 2. Member Resolutions.
2.1 Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions adopted by written consent in lieu of a meeting of the sole member of the Company, Whitmore Aerospace LLC, duly executed and delivered on January 22, 2026 (the "Member Resolutions"). The Member Resolutions were duly adopted in accordance with the LLC Agreement and the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), and no meeting of the sole member was required to be held under the LLC Agreement or applicable law in connection with the adoption of such resolutions.
2.2 The Member Resolutions authorized, among other things, the following actions on behalf of and in the name of the Company:
(a) the execution, delivery, and performance by WPM of the Credit Agreement, the Guarantee Agreement, the Pledge and Security Agreement, the Mortgage and Security Agreement (Kansas Property), and all other Loan Documents to which WPM is or will become a party, including all certificates, agreements, instruments, financing statements, documents, and other writings contemplated thereby or delivered in connection therewith;
(b) the granting by WPM of a first-priority security interest in and lien upon substantially all personal property and assets of WPM, whether now owned or hereafter acquired, in favor of Prescott National Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties, pursuant to the Pledge and Security Agreement;
(c) the pledge by Whitmore Aerospace LLC, as sole member of WPM, of one hundred percent (100%) of the membership interests in WPM to Prescott National Bank, N.A., as Collateral Agent, pursuant to the Equity Pledge Agreement dated as of the date hereof (the "Equity Pledge Agreement");
(d) the granting by WPM of a first-priority mortgage lien on and security interest in the real property owned by WPM located at 4550 North Webb Road, Wichita, Sedgwick County, Kansas 67226, together with all buildings, improvements, fixtures, and appurtenances thereto, in favor of Prescott National Bank, N.A., as Collateral Agent, pursuant to the Mortgage and Security Agreement (Kansas Property), the appraised value of which real property is Eighteen Million Dollars ($18,000,000);
(e) the authorization and designation of Derek Whitmore, Sandra Petrova, and Gregory Alston, each acting individually, as authorized persons of the Company for the purpose of executing and delivering, in the name and on behalf of the Company, the Loan Documents and all related certificates, agreements, instruments, financing statements, notices, requests, and other documents and writings in connection with the transactions contemplated by the Credit Agreement; and
(f) the taking of such further actions, the execution and delivery of such further instruments and documents, and the performance of such further acts as any authorized person of the Company may deem necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions and to consummate the transactions contemplated by the Credit Agreement and the other Loan Documents.
2.3 I further certify and confirm that the Member Resolutions have not been rescinded, revoked, amended, supplemented, or otherwise modified in any respect and remain in full force and effect as of the date hereof. No other or further resolutions, consents, or authorizations of the sole member of WPM or any other person or entity are necessary or required under the LLC Agreement, the Certificate of Formation, the Delaware Limited Liability Company Act, or any other applicable law or agreement to authorize the execution, delivery, and performance by WPM of the Loan Documents and the consummation of the transactions contemplated thereby.
Section 3. Incumbency of Authorized Signatories.
3.1 I hereby certify that the following persons are the duly appointed, qualified, and acting officers, managers, or authorized persons of WPM, holding the respective titles set forth opposite their names below, and that each such person has been duly authorized by the Member Resolutions to execute and deliver the Loan Documents, and any and all other agreements, certificates, instruments, documents, and writings on behalf of WPM in connection with the Credit Agreement and the transactions contemplated thereby. The specimen signatures set forth opposite the name of each such person are the true and genuine signatures of such person:
3.2 The authority of each individual listed in the table above derives from and is evidenced by the Member Resolutions of Whitmore Aerospace LLC, as sole member of WPM, dated January 22, 2026, a true, correct, and complete copy of which is attached hereto as Exhibit C. Each such individual continues to hold the title set forth opposite his or her name and continues to be duly authorized to act on behalf of the Company as of the date hereof. Each such individual's authority to execute and deliver any Loan Document or other instrument on behalf of the Company shall continue unless and until the Administrative Agent receives written notice from the Company to the contrary, duly executed by another authorized person of the Company.
3.3 Any one of the authorized persons identified above is authorized to act individually, and the signature of any one such authorized person shall be sufficient to bind the Company with respect to any Loan Document or other document or instrument executed and delivered in connection with the Credit Agreement.
Section 4. Good Standing Certificate.
4.1 Attached hereto as Exhibit D is a true, correct, and complete copy of the Certificate of Good Standing (also referred to as a Certificate of Status or Certificate of Existence) of Whitmore Precision Machining LLC, issued by the Secretary of State of the State of Delaware, dated January 6, 2026, which date is no earlier than thirty (30) days prior to the date hereof.
4.2 I further certify and confirm that WPM is duly organized, validly existing, and in good standing under the laws of the State of Delaware, its jurisdiction of formation, as of the date hereof. WPM is duly qualified to transact business and is in good standing as a foreign limited liability company in the State of Kansas, where its manufacturing facility, principal operations, and the real property encumbered by the Mortgage and Security Agreement (Kansas Property) are located. WPM is duly qualified to transact business and is in good standing in each other jurisdiction where the nature of its business or the ownership, leasing, or operation of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.
Section 5. No Amendments or Changes.
5.1 I hereby certify that since the date of the organizational documents attached hereto as Exhibits A and B:
(a) The Certificate of Formation of WPM has not been amended, supplemented, restated, revoked, cancelled, or otherwise modified, and no application or filing for any such amendment, supplement, restatement, revocation, cancellation, or other modification has been submitted to or is pending with the Secretary of State of the State of Delaware or any other governmental authority.
(b) The LLC Agreement of WPM has not been amended, supplemented, restated, or otherwise modified, and no action has been taken, authorized, or proposed by the sole member or any authorized person of the Company to amend, supplement, restate, or otherwise modify the LLC Agreement.
(c) No action has been taken, authorized, or proposed, and no proceeding has been commenced, is pending, or, to my knowledge, has been threatened, toward the dissolution, merger, consolidation, conversion, domestication, division, transfer, or liquidation of WPM or for the voluntary or involuntary winding up of the affairs of the Company.
(d) No proceeding has been commenced, is pending, or, to my knowledge, has been threatened, for the revocation, cancellation, forfeiture, or suspension of the Certificate of Formation of the Company by the Secretary of State of the State of Delaware or for the revocation, cancellation, forfeiture, or suspension of WPM's authority to transact business in the State of Kansas or any other jurisdiction in which it is qualified to do business.
Section 6. Additional Representations.
6.1 WPM has full limited liability company power and authority under the LLC Agreement, its Certificate of Formation, the Delaware Limited Liability Company Act, and all other applicable law to execute, deliver, and perform its obligations under the Loan Documents to which it is a party, including the Guarantee Agreement, the Pledge and Security Agreement, the Mortgage and Security Agreement (Kansas Property), and each other Loan Document to which it is or will become a party, and to consummate the transactions contemplated thereby.
6.2 The execution, delivery, and performance by WPM of the Loan Documents to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not: (a) violate or conflict with the Certificate of Formation or the LLC Agreement of WPM; (b) violate or conflict with any applicable law, statute, rule, regulation, order, judgment, decree, writ, or injunction of any governmental authority applicable to or binding upon WPM or any of its properties or assets; (c) result in a breach of, or constitute a default (or an event that, with the giving of notice, the lapse of time, or both, would constitute a default) under, any indenture, loan agreement, mortgage, deed of trust, note, contract, lease, or other agreement, instrument, or obligation to which WPM is a party or by which WPM or any of its properties or assets is bound; or (d) result in the creation or imposition of any lien, charge, security interest, or encumbrance upon any property or asset of WPM, other than liens created pursuant to the Loan Documents in favor of the Collateral Agent.
6.3 No consent, approval, order, license, permit, or authorization of, or registration, qualification, designation, declaration, or filing with, any federal, state, local, or foreign governmental authority, regulatory body, or other person or entity is required on the part of WPM in connection with the execution, delivery, and performance of the Loan Documents or the consummation of the transactions contemplated thereby, except for: (a) such consents, approvals, and filings as have been obtained or made and are in full force and effect as of the date hereof; (b) filings of UCC financing statements with the Secretary of State of the State of Delaware and such other jurisdictions as may be required to perfect the security interests granted under the Pledge and Security Agreement; and (c) the recording of the Mortgage and Security Agreement (Kansas Property) in the office of the Register of Deeds of Sedgwick County, Kansas.
Section 7. Reliance.
7.1 This Certificate is being delivered in connection with the closing of the transactions contemplated by the Credit Agreement and in satisfaction of the conditions precedent set forth in Section 4.01(a)(iv) of the Credit Agreement. This Certificate and the documents attached hereto as exhibits form an integral part of the closing deliverables required under the Credit Agreement.
7.2 Prescott National Bank, N.A., in its capacities as Administrative Agent, Collateral Agent, and Swingline Lender under the Credit Agreement, together with each of the Lenders party to the Credit Agreement, including Harborview Trust Company, Meridian Commercial Lending Corp., Atlas Fidelity Bank, and Commonwealth Capital Markets, Inc., and their respective successors and assigns, and their respective counsel, Caldwell Pryor & Shea LLP, are each entitled to conclusively rely upon this Certificate and the documents attached hereto and incorporated herein by reference, and upon the truth, accuracy, and completeness of the certifications, representations, and confirmations set forth herein, in connection with the closing of the Credit Agreement and the making of Extensions of Credit thereunder.
7.3 The undersigned acknowledges that this Certificate is being furnished with the understanding that the Administrative Agent, the Collateral Agent, the Lenders, and their respective counsel will rely upon the accuracy and completeness of the statements contained herein and the documents attached hereto in entering into the Credit Agreement and making Extensions of Credit to the Borrower thereunder, and that but for the delivery of this Certificate and the certifications contained herein, the Lenders would not be obligated to make the initial Extensions of Credit under the Credit Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.
WHITMORE PRECISION MACHINING LLC
By: ________
Name: Gregory Alston
Title: Authorized Person (General Counsel & Secretary of Whitmore Aerospace LLC, sole member of WPM)
Date: January 30, 2026
The undersigned, Derek Whitmore, Manager of Whitmore Precision Machining LLC, hereby confirms that Gregory Alston is a duly authorized person of WPM and that the signature appearing above is his true and genuine signature.
By: ________
Name: Derek Whitmore
Title: Manager (Chief Executive Officer of Whitmore Aerospace LLC, sole member of WPM)
Date: January 30, 2026
LIST OF EXHIBITS
The following exhibits are attached hereto and incorporated herein by reference:
EXHIBIT A
Certificate of Formation
of
Whitmore Precision Machining LLC
as filed with the Secretary of State of the State of Delaware
Filing No. 6587204
A certified copy of the Certificate of Formation of Whitmore Precision Machining LLC, together with all amendments thereto, as filed with the Secretary of State of the State of Delaware under Filing No. 6587204, is attached behind this cover page.
[Certified copy of Certificate of Formation to be inserted here, including the original Certificate of Formation and any and all certificates of amendment, if any, filed with the Secretary of State of the State of Delaware through January 30, 2026.]
EXHIBIT B
Limited Liability Company Agreement
of
Whitmore Precision Machining LLC
as currently in effect
A true, correct, and complete copy of the Limited Liability Company Agreement of Whitmore Precision Machining LLC, including all amendments, supplements, and modifications thereto through the date hereof, is attached behind this cover page.
The LLC Agreement identifies Whitmore Aerospace LLC, a Delaware limited liability company, as the sole member of Whitmore Precision Machining LLC.
[Complete copy of LLC Agreement to be inserted here.]
EXHIBIT C
Written Consent of the Sole Member
of
Whitmore Precision Machining LLC
in Lieu of a Meeting
Dated: January 22, 2026
A true, correct, and complete copy of the Written Consent of the Sole Member of Whitmore Precision Machining LLC, adopted as of January 22, 2026, is attached behind this cover page.
The Written Consent of the Sole Member (Whitmore Aerospace LLC) authorizes the following matters, among others:
(a) The execution, delivery, and performance by WPM of the Credit Agreement providing for a $450,000,000 Senior Secured Revolving Credit Facility, the Guarantee Agreement, the Pledge and Security Agreement, the Mortgage and Security Agreement (Kansas Property — encumbering real property located at 4550 North Webb Road, Wichita, Sedgwick County, Kansas 67226), the Equity Pledge Agreement (pursuant to which 100% of the membership interests in WPM are pledged to Prescott National Bank, N.A., as Collateral Agent), and all other Loan Documents to which WPM is or will become a party.
(b) The role of WPM as a Subsidiary Guarantor under the Credit Agreement and the Guarantee Agreement, and as Mortgagor under the Mortgage and Security Agreement (Kansas Property).
(c) The granting by WPM of first-priority security interests and liens in substantially all personal property of WPM and the real property in Sedgwick County, Kansas, in favor of Prescott National Bank, N.A., as Collateral Agent.
(d) The designation of Derek Whitmore, Sandra Petrova, and Gregory Alston as authorized signatories on behalf of WPM in connection with the foregoing transactions.
[Complete copy of Written Consent of the Sole Member to be inserted here.]
EXHIBIT D
Certificate of Good Standing
of
Whitmore Precision Machining LLC
Issued by the Secretary of State of the State of Delaware
A true, correct, and complete copy of the Certificate of Good Standing (Certificate of Status/Existence) of Whitmore Precision Machining LLC, issued by the Secretary of State of the State of Delaware, dated January 6, 2026, is attached behind this cover page.
The Certificate of Good Standing confirms that Whitmore Precision Machining LLC is duly organized, validly existing, and in good standing under the laws of the State of Delaware as of the date of such certificate.
[Certificate of Good Standing to be inserted here.]
This Officer's Certificate and the exhibits attached hereto are delivered pursuant to the Credit Agreement and are subject to the terms and conditions thereof. This Officer's Certificate does not constitute an independent representation, warranty, or certification beyond that which is expressly set forth herein. Delivery of this Certificate shall not create any duty, obligation, or liability on the part of the undersigned in his individual capacity.
| Name | Title | Specimen Signature |
| Derek Whitmore | Manager (Chief Executive Officer of Whitmore Aerospace LLC, sole member of WPM) | _____ |
| Sandra Petrova | Authorized Person (Chief Financial Officer of Whitmore Aerospace LLC, sole member of WPM) | _____ |
| Gregory Alston | Authorized Person (General Counsel & Secretary of Whitmore Aerospace LLC, sole member of WPM) | _____ |
| Exhibit | Description | |
| Exhibit A | Certificate of Formation of Whitmore Precision Machining LLC | |
| Exhibit B | Limited Liability Company Agreement of Whitmore Precision Machining LLC | |
| Exhibit C | Written Consent of the Sole Member of Whitmore Precision Machining LLC dated January 22, 2026 | |
| Exhibit D | Certificate of Good Standing of Whitmore Precision Machining LLC (State of Delaware) |