[sheet: Cover]

Field	Value
Transaction	$450,000,000 Senior Secured Revolving Credit Facility
Borrower	Whitmore Aerospace LLC
Administrative Agent	Prescott National Bank, N.A.
CUSIP	96438LAA3
Prescott Deal ID	LF-2025-08742
Governing Law	New York
Borrower's Counsel	Calderwood & Harkness LLP
C&H Matter No.	1019-00002
Agent's Counsel	Caldwell Pryor & Shea LLP
CPS File Reference	PNB-WAL-2025-1130
Signing Date	January 30, 2026
Post-Closing Target Date	February 14, 2026
Funding Deadline (Outside Date)	February 28, 2026
Anticipated Initial Draw Date	March 1, 2026
Maturity Date	January 30, 2031
Prepared By	Marcus Leung / Lisa Morrow, Calderwood & Harkness LLP
Reviewed By	Philip Hartmann, Partner
Last Updated	February 7, 2026

[sheet: Parties & Contacts]

Party	Full Legal Name	Role	Contact Name	Title	Address	Notes
Borrower	Whitmore Aerospace LLC	Borrower	Derek Whitmore / Sandra Petrova / Gregory Alston	CEO / CFO / GC & Secretary	2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170	Delaware LLC; EIN 82-3194567; DE SOS Filing No. 5738291
Subsidiary Guarantor	Whitmore Propulsion Systems, Inc.	Guarantor	7100 Redstone Gateway Boulevard, Huntsville, AL 35808	Delaware corp; EIN 84-2057831; DE SOS Filing No. 6104873
Subsidiary Guarantor	Whitmore Avionics Holdings LLC	Guarantor	c/o WAL, 2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170	Delaware LLC; EIN 85-6723901; DE SOS Filing No. 6329017; IP holding co.
Subsidiary Guarantor	Whitmore Defense Solutions, Inc.	Guarantor	2400 Centennial Tower Drive, Suite 750, Herndon, VA 20170	Virginia corp; EIN 54-3891204; VA SCC Entity ID S3482917
Subsidiary Guarantor	Whitmore Precision Machining LLC	Guarantor	4550 North Webb Road, Wichita, KS 67226	Delaware LLC; EIN 86-4502178; DE SOS Filing No. 6587204
Sponsor	Ridgeway Capital Partners Fund IV, LP	Equity Owner (72%)	Jonathan Kessler / Amanda Cho	Managing Partner / VP Finance	399 Park Avenue, 28th Floor, New York, NY 10022	Delaware LP; EIN 83-1267450; not a guarantor
Admin Agent / Lead Arranger / Collateral Agent / Swingline Lender	Prescott National Bank, N.A.	Admin Agent; $135M (30%)	Victoria Engstrom	Managing Director, Leveraged Finance	550 South Tryon Street, Charlotte, NC 28202 / 245 Park Avenue, 12th Floor, New York, NY 10167	National Banking Association; OCC charter
Co-Syndication Agent / Lender	Harborview Trust Company	Co-Syndication Agent; $90M (20%)	Robert Alcántara	Senior Vice President	185 Asylum Street, Hartford, CT 06103	CT-chartered trust company
Co-Syndication Agent / Lender	Meridian Commercial Lending Corp.	Co-Syndication Agent; $90M (20%)	Priya Nandakumar	Director	233 South Wacker Drive, Suite 4100, Chicago, IL 60606	Delaware corp; sub of Meridian Financial Group, Inc.
Documentation Agent / Lender	Atlas Fidelity Bank	Documentation Agent; $67.5M (15%)	Thomas Greenfeld	Vice President	1 Liberty Plaza, 30th Floor, New York, NY 10006	NY state-chartered bank
Lender	Commonwealth Capital Markets, Inc.	Lender; $67.5M (15%)	Angela Diaz	Managing Director	100 Federal Street, Suite 2200, Boston, MA 02110	Delaware corp; registered B-D; sub of Commonwealth Bancshares, Inc.
Borrower's Counsel	Calderwood & Harkness LLP	Borrower's Counsel	Philip Hartmann (Partner) / Claudia Merritt (Billing Partner) / Lisa Morrow (Lead Associate) / Marcus Leung (Associate)	Banking & Finance	780 Third Avenue, New York, NY 10017 / 1200 New Hampshire Avenue NW, Suite 600, Washington, DC 20036
Agent's Counsel	Caldwell Pryor & Shea LLP	Agent's Counsel	Raymond Okafor (Partner) / Jennifer Tsai (Associate)	Finance & Lending	300 Madison Avenue, 22nd Floor, New York, NY 10017
AL Local Counsel	Overstreet & Hawkins LLP	Local Counsel — Alabama	Birmingham, AL	Retained by C&H
KS Local Counsel	Bartley Predding LLP	Local Counsel — Kansas	Wichita, KS	Retained by C&H
Auditor	Grayson Tidwell & Associates LLP	Borrower's Auditor	Catherine Llewellyn, CPA	Engagement Partner	8300 Greensboro Drive, Suite 400, McLean, VA 22102	Engaged since 2020
Insurance Broker	Falconer Risk Advisors, Inc.	Insurance Broker	Daniel Herrera	Account Executive	1700 Market Street, Suite 1500, Philadelphia, PA 19103
Title Company	Keystone National Title Services, LLC	Title / Survey Coordinator	Maria Soto	Title Officer	901 East Cary Street, Suite 1100, Richmond, VA 23219
Environmental Consultant	Creston Environmental Sciences, Inc.	Environmental Consultant	3200 Spring Forest Road, Suite 200, Raleigh, NC 27616	Retained by Admin Agent

[sheet: I. Organizational]

Item No.	Document / Deliverable	Description	Entity	Responsible Party	Target Date	Actual Date	Status	Notes
I-1	Certificate of Formation — WAL	Certified copy of Certificate of Formation filed with DE Secretary of State, Filing No. 5738291	Whitmore Aerospace LLC	C&H / WAL (Gregory Alston)	January 30, 2026	January 22, 2026	Complete	Attached to Officer's Certificate
I-2	LLC Agreement — WAL	Certified copy of current Amended and Restated LLC Agreement of WAL	Whitmore Aerospace LLC	C&H / WAL (Gregory Alston)	January 30, 2026	January 22, 2026	Complete	Attached to Officer's Certificate
I-3	Good Standing Certificate — WAL (Delaware)	Certificate of Good Standing from Delaware Secretary of State dated within 30 days of Signing Date	Whitmore Aerospace LLC	C&H / WAL	January 30, 2026	January 15, 2026	Complete
I-4	Good Standing Certificate — WAL (Virginia)	Certificate of Good Standing / Certificate of Existence from Virginia SCC (foreign qualification)	Whitmore Aerospace LLC	C&H / WAL	January 30, 2026	January 16, 2026	Complete	VA HQ jurisdiction
I-5	Certificate of Incorporation — WPS	Certified copy of Certificate of Incorporation filed with DE SOS, Filing No. 6104873	Whitmore Propulsion Systems, Inc.	C&H / WAL	January 30, 2026	January 22, 2026	Complete	Attached to Officer's Certificate
I-6	Bylaws — WPS	Certified copy of current Bylaws of WPS	Whitmore Propulsion Systems, Inc.	C&H / WAL	January 30, 2026	January 22, 2026	Complete	Attached to Officer's Certificate
I-7	Good Standing Certificate — WPS (Delaware)	Certificate of Good Standing from DE SOS	Whitmore Propulsion Systems, Inc.	C&H / WAL	January 30, 2026	January 15, 2026	Complete
I-8	Good Standing Certificate — WPS (Alabama)	Certificate of Good Standing from Alabama SOS (foreign qualification)	Whitmore Propulsion Systems, Inc.	C&H / WAL	January 30, 2026	January 16, 2026	Complete	AL operating facility
I-9	Certificate of Formation — WAH	Certified copy of Certificate of Formation filed with DE SOS, Filing No. 6329017	Whitmore Avionics Holdings LLC	C&H / WAL	January 30, 2026	January 22, 2026	Complete
I-10	LLC Agreement — WAH	Certified copy of current LLC Agreement of WAH	Whitmore Avionics Holdings LLC	C&H / WAL	January 30, 2026	January 22, 2026	Complete
I-11	Good Standing Certificate — WAH (Delaware)	Certificate of Good Standing from DE SOS	Whitmore Avionics Holdings LLC	C&H / WAL	January 30, 2026	January 15, 2026	Complete
I-12	Articles of Incorporation — WDS	Certified copy of Articles of Incorporation filed with Virginia SCC, Entity ID S3482917	Whitmore Defense Solutions, Inc.	C&H / WAL	January 30, 2026	January 22, 2026	Complete	Virginia corporation
I-13	Bylaws — WDS	Certified copy of current Bylaws of WDS	Whitmore Defense Solutions, Inc.	C&H / WAL	January 30, 2026	January 22, 2026	Complete
I-14	Good Standing Certificate — WDS (Virginia)	Certificate of Good Standing from Virginia SCC	Whitmore Defense Solutions, Inc.	C&H / WAL	January 30, 2026	January 16, 2026	Complete	Formed in VA
I-15	Certificate of Formation — WPM	Certified copy of Certificate of Formation filed with DE SOS, Filing No. 6587204	Whitmore Precision Machining LLC	C&H / WAL	January 30, 2026	January 22, 2026	Complete
I-16	LLC Agreement — WPM	Certified copy of current LLC Agreement of WPM	Whitmore Precision Machining LLC	C&H / WAL	January 30, 2026	January 22, 2026	Complete
I-17	Good Standing Certificate — WPM (Delaware)	Certificate of Good Standing from DE SOS	Whitmore Precision Machining LLC	C&H / WAL	January 30, 2026	January 15, 2026	Complete
I-18	Good Standing Certificate — WPM (Kansas)	Certificate of Good Standing from Kansas SOS (foreign qualification)	Whitmore Precision Machining LLC	C&H / WAL	January 30, 2026	January 16, 2026	Complete	KS operating facility

[sheet: II. Authorization]

Item No.	Document / Deliverable	Description	Entity	Responsible Party	Target Date	Actual Date	Status	Notes
II-1	Member Resolutions — WAL	Resolutions of WAL's members authorizing execution and delivery of the Credit Agreement and all Loan Documents, approved January 22, 2026	Whitmore Aerospace LLC	WAL (Gregory Alston) / C&H	January 30, 2026	January 22, 2026	Complete	Attached to Officer's Certificate
II-2	Secretary's / Officer's Certificate — WAL	Certificate of Gregory Alston, GC & Secretary, attaching organizational docs, resolutions, incumbency of Derek Whitmore (CEO), Sandra Petrova (CFO), Gregory Alston (GC & Secretary), and good standing certificates	Whitmore Aerospace LLC	WAL (Gregory Alston) / C&H	January 30, 2026	January 30, 2026	Complete
II-3	Board Resolutions — WPS	Board resolutions of WPS authorizing guarantee and security documents, approved January 22, 2026	Whitmore Propulsion Systems, Inc.	WAL / C&H	January 30, 2026	January 22, 2026	Complete
II-4	Officer's Certificate — WPS	Officer's certificate attaching organizational docs, board resolutions, incumbency, and DE good standing	Whitmore Propulsion Systems, Inc.	WAL / C&H	January 30, 2026	January 30, 2026	Complete
II-5	Member Resolutions — WAH	Member resolutions of WAH authorizing guarantee and security documents, approved January 22, 2026	Whitmore Avionics Holdings LLC	WAL / C&H	January 30, 2026	January 22, 2026	Complete
II-6	Officer's Certificate — WAH	Officer's certificate attaching organizational docs, member resolutions, incumbency, and DE good standing	Whitmore Avionics Holdings LLC	WAL / C&H	January 30, 2026	January 30, 2026	Complete
II-7	Board Resolutions — WDS	Board resolutions of WDS authorizing guarantee and security documents, approved January 22, 2026	Whitmore Defense Solutions, Inc.	WAL / C&H	January 30, 2026	January 22, 2026	Complete	Virginia corporation
II-8	Officer's Certificate — WDS	Officer's certificate attaching organizational docs (VA SCC Entity ID S3482917), board resolutions, incumbency, and VA SCC good standing	Whitmore Defense Solutions, Inc.	WAL / C&H	January 30, 2026	January 30, 2026	Complete
II-9	Member Resolutions — WPM	Member resolutions of WPM authorizing guarantee and security documents, approved January 22, 2026	Whitmore Precision Machining LLC	WAL / C&H	January 30, 2026	January 22, 2026	Complete
II-10	Officer's Certificate — WPM	Officer's certificate attaching organizational docs, member resolutions, incumbency, and DE good standing	Whitmore Precision Machining LLC	WAL / C&H	January 30, 2026	January 30, 2026	Complete
II-11	Solvency Certificate	Executed Solvency Certificate of Sandra Petrova, CFO of WAL, certifying solvency on a consolidated basis after giving effect to the $450,000,000 facility	Whitmore Aerospace LLC	WAL (Sandra Petrova) / C&H	January 30, 2026	January 30, 2026	Complete	Condition precedent to initial funding
II-12	Ridgeway Equity Commitment Letter	Limited equity commitment letter from Ridgeway Capital Partners Fund IV, LP delivered in connection with funding conditions	Ridgeway Capital Partners Fund IV, LP	Ridgeway (Jonathan Kessler / Amanda Cho)	January 30, 2026	January 28, 2026	Complete	Ridgeway is not a guarantor

[sheet: III. Loan Documents]

Item No.	Document / Deliverable	Description	Parties	Responsible Party	Target Date	Actual Date	Status	Notes
III-1	Credit Agreement	Execution version of the $450,000,000 Senior Secured Revolving Credit Agreement dated January 30, 2026; CUSIP 96438LAA3; SOFR + 350 bps; maturity January 30, 2031; includes $400M revolving commitment, $25M swingline sub-facility, $50M LC sub-facility, $100M accordion	WAL, Subsidiary Guarantors, Lenders, Prescott National Bank (Admin Agent)	C&H (drafting) / CPS (review)	January 30, 2026	January 30, 2026	Complete	Final form agreed January 10, 2026; first draft December 5, 2025; CPS markup December 19, 2025
III-2	Guarantee Agreement	Execution version of Guarantee Agreement by WPS, WAH, WDS, and WPM in favor of Prescott as Admin Agent for the benefit of Secured Parties	WPS, WAH, WDS, WPM; Prescott (Admin Agent)	C&H	January 30, 2026	January 30, 2026	Complete
III-3	Pledge and Security Agreement	Execution version of Pledge and Security Agreement granting first-priority lien on substantially all personal property of WAL and each Subsidiary Guarantor in favor of Prescott as Collateral Agent	WAL, WPS, WAH, WDS, WPM; Prescott (Collateral Agent)	C&H	January 30, 2026	January 30, 2026	Complete	Excludes classified govt contracts (Assignment of Claims Act), certain leaseholds, motor vehicles ≤ $500K book value
III-4	Equity Pledge Agreement	Execution version of Pledge Agreement covering 100% of membership interests in WAH and WPM, and 100% of capital stock of WPS and WDS, pledged by WAL to Prescott as Collateral Agent	WAL; Prescott (Collateral Agent)	C&H	January 30, 2026	January 30, 2026	Complete
III-5	Promissory Note — Prescott National Bank	Note in the amount of $135,000,000 executed by WAL	WAL; Prescott National Bank	C&H	January 30, 2026	January 30, 2026	Complete	30% of facility
III-6	Promissory Note — Harborview Trust Company	Note in the amount of $90,000,000 executed by WAL	WAL; Harborview Trust Company	C&H	January 30, 2026	January 30, 2026	Complete	20% of facility
III-7	Promissory Note — Meridian Commercial Lending Corp.	Note in the amount of $90,000,000 executed by WAL	WAL; Meridian Commercial Lending Corp.	C&H	January 30, 2026	January 30, 2026	Complete	20% of facility
III-8	Promissory Note — Atlas Fidelity Bank	Note in the amount of $67,500,000 executed by WAL	WAL; Atlas Fidelity Bank	C&H	January 30, 2026	January 30, 2026	Complete	15% of facility
III-9	Promissory Note — Commonwealth Capital Markets, Inc.	Note in the amount of $67,500,000 executed by WAL	WAL; Commonwealth Capital Markets, Inc.	C&H	January 30, 2026	January 30, 2026	Complete	15% of facility
III-10	Payoff Letter — Existing Facility	Payoff letter from Prescott re: existing $210M term loan dated March 15, 2021; payoff amount $169,312,500 (principal $168,750,000 + accrued interest ~$562,500) as of March 1, 2026; includes lien release commitments	Prescott National Bank (as existing lender)	CPS / Prescott	January 30, 2026	January 29, 2026	Complete	Existing Facility interest rate: SOFR + 275 bps; cumulative amortization $41,250,000
III-11	Form of Borrowing Request	Exhibit A to Credit Agreement	WAL; Admin Agent	C&H	January 30, 2026	January 30, 2026	Complete	Form only
III-12	Form of Compliance Certificate	Exhibit B to Credit Agreement — quarterly certification of max leverage ratio 3.75x, min interest coverage ratio 3.00x, max CapEx $45M	WAL (Sandra Petrova, CFO); Admin Agent	C&H	January 30, 2026	January 30, 2026	Complete	Form only
III-13	Form of Assignment and Assumption Agreement	Exhibit D to Credit Agreement — for lender assignments under Section 10.04	Assigning Lender; Assignee; Admin Agent; Borrower	C&H	January 30, 2026	January 30, 2026	Complete	Form only

[sheet: IV. Opinions]

Item No.	Document / Deliverable	Description	Firm / Issuer	Responsible Party	Target Date	Actual Date	Status	Notes
IV-1	Borrower's Counsel Legal Opinion	C&H opinion addressed to Admin Agent and Lenders covering due organization and good standing (DE and VA entities), due authorization, enforceability under NY law, no conflicts, perfection of security interests under NY UCC and DE UCC; signed by Philip Hartmann	Calderwood & Harkness LLP	C&H (Philip Hartmann)	January 30, 2026	January 30, 2026	Complete
IV-2	Supplemental Local Counsel Opinion — Virginia	C&H (DC office) opinion re: WAL and WDS Virginia law matters — entity status, Deed of Trust enforceability on Herndon, VA property, VA UCC perfection	Calderwood & Harkness LLP (Washington, D.C. office)	C&H (DC)	January 30, 2026	January 30, 2026	Complete	WDS is a Virginia corporation
IV-3	Supplemental Local Counsel Opinion — Alabama	Overstreet & Hawkins LLP opinion re: WPS Alabama law matters — mortgage enforceability on Huntsville, AL property, AL UCC perfection	Overstreet & Hawkins LLP (Birmingham, AL)	Overstreet & Hawkins / C&H	January 30, 2026	January 30, 2026	Complete	Local counsel retained by C&H
IV-4	Supplemental Local Counsel Opinion — Kansas	Bartley Predding LLP opinion re: WPM Kansas law matters — mortgage enforceability on Wichita, KS property, KS UCC perfection	Bartley Predding LLP (Wichita, KS)	Bartley Predding / C&H	January 30, 2026	January 30, 2026	Complete	Local counsel retained by C&H

[sheet: Cover]
Field | Value
Transaction | $450,000,000 Senior Secured Revolving Credit Facility
Borrower | Whitmore Aerospace LLC
Administrative Agent | Prescott National Bank, N.A.
CUSIP | 96438LAA3
Prescott Deal ID | LF-2025-08742
Governing Law | New York
Borrower's Counsel | Calderwood & Harkness LLP
C&H Matter No. | 1019-00002
Agent's Counsel | Caldwell Pryor & Shea LLP
CPS File Reference | PNB-WAL-2025-1130
Signing Date | January 30, 2026
Post-Closing Target Date | February 14, 2026
Funding Deadline (Outside Date) | February 28, 2026
Anticipated Initial Draw Date | March 1, 2026
Maturity Date | January 30, 2031
Prepared By | Marcus Leung / Lisa Morrow, Calderwood & Harkness LLP
Reviewed By | Philip Hartmann, Partner
Last Updated | February 7, 2026
[sheet: Parties & Contacts]
Party | Full Legal Name | Role | Contact Name | Title | Address | Notes
Borrower | Whitmore Aerospace LLC | Borrower | Derek Whitmore / Sandra Petrova / Gregory Alston | CEO / CFO / GC & Secretary | 2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170 | Delaware LLC; EIN 82-3194567; DE SOS Filing No. 5738291
Subsidiary Guarantor | Whitmore Propulsion Systems, Inc. | Guarantor | 7100 Redstone Gateway Boulevard, Huntsville, AL 35808 | Delaware corp; EIN 84-2057831; DE SOS Filing No. 6104873
Subsidiary Guarantor | Whitmore Avionics Holdings LLC | Guarantor | c/o WAL, 2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170 | Delaware LLC; EIN 85-6723901; DE SOS Filing No. 6329017; IP holding co.
Subsidiary Guarantor | Whitmore Defense Solutions, Inc. | Guarantor | 2400 Centennial Tower Drive, Suite 750, Herndon, VA 20170 | Virginia corp; EIN 54-3891204; VA SCC Entity ID S3482917
Subsidiary Guarantor | Whitmore Precision Machining LLC | Guarantor | 4550 North Webb Road, Wichita, KS 67226 | Delaware LLC; EIN 86-4502178; DE SOS Filing No. 6587204
Sponsor | Ridgeway Capital Partners Fund IV, LP | Equity Owner (72%) | Jonathan Kessler / Amanda Cho | Managing Partner / VP Finance | 399 Park Avenue, 28th Floor, New York, NY 10022 | Delaware LP; EIN 83-1267450; not a guarantor
Admin Agent / Lead Arranger / Collateral Agent / Swingline Lender | Prescott National Bank, N.A. | Admin Agent; $135M (30%) | Victoria Engstrom | Managing Director, Leveraged Finance | 550 South Tryon Street, Charlotte, NC 28202 / 245 Park Avenue, 12th Floor, New York, NY 10167 | National Banking Association; OCC charter
Co-Syndication Agent / Lender | Harborview Trust Company | Co-Syndication Agent; $90M (20%) | Robert Alcántara | Senior Vice President | 185 Asylum Street, Hartford, CT 06103 | CT-chartered trust company
Co-Syndication Agent / Lender | Meridian Commercial Lending Corp. | Co-Syndication Agent; $90M (20%) | Priya Nandakumar | Director | 233 South Wacker Drive, Suite 4100, Chicago, IL 60606 | Delaware corp; sub of Meridian Financial Group, Inc.
Documentation Agent / Lender | Atlas Fidelity Bank | Documentation Agent; $67.5M (15%) | Thomas Greenfeld | Vice President | 1 Liberty Plaza, 30th Floor, New York, NY 10006 | NY state-chartered bank
Lender | Commonwealth Capital Markets, Inc. | Lender; $67.5M (15%) | Angela Diaz | Managing Director | 100 Federal Street, Suite 2200, Boston, MA 02110 | Delaware corp; registered B-D; sub of Commonwealth Bancshares, Inc.
Borrower's Counsel | Calderwood & Harkness LLP | Borrower's Counsel | Philip Hartmann (Partner) / Claudia Merritt (Billing Partner) / Lisa Morrow (Lead Associate) / Marcus Leung (Associate) | Banking & Finance | 780 Third Avenue, New York, NY 10017 / 1200 New Hampshire Avenue NW, Suite 600, Washington, DC 20036
Agent's Counsel | Caldwell Pryor & Shea LLP | Agent's Counsel | Raymond Okafor (Partner) / Jennifer Tsai (Associate) | Finance & Lending | 300 Madison Avenue, 22nd Floor, New York, NY 10017
AL Local Counsel | Overstreet & Hawkins LLP | Local Counsel — Alabama | Birmingham, AL | Retained by C&H
KS Local Counsel | Bartley Predding LLP | Local Counsel — Kansas | Wichita, KS | Retained by C&H
Auditor | Grayson Tidwell & Associates LLP | Borrower's Auditor | Catherine Llewellyn, CPA | Engagement Partner | 8300 Greensboro Drive, Suite 400, McLean, VA 22102 | Engaged since 2020
Insurance Broker | Falconer Risk Advisors, Inc. | Insurance Broker | Daniel Herrera | Account Executive | 1700 Market Street, Suite 1500, Philadelphia, PA 19103
Title Company | Keystone National Title Services, LLC | Title / Survey Coordinator | Maria Soto | Title Officer | 901 East Cary Street, Suite 1100, Richmond, VA 23219
Environmental Consultant | Creston Environmental Sciences, Inc. | Environmental Consultant | 3200 Spring Forest Road, Suite 200, Raleigh, NC 27616 | Retained by Admin Agent
[sheet: I. Organizational]
Item No. | Document / Deliverable | Description | Entity | Responsible Party | Target Date | Actual Date | Status | Notes
I-1 | Certificate of Formation — WAL | Certified copy of Certificate of Formation filed with DE Secretary of State, Filing No. 5738291 | Whitmore Aerospace LLC | C&H / WAL (Gregory Alston) | January 30, 2026 | January 22, 2026 | Complete | Attached to Officer's Certificate
I-2 | LLC Agreement — WAL | Certified copy of current Amended and Restated LLC Agreement of WAL | Whitmore Aerospace LLC | C&H / WAL (Gregory Alston) | January 30, 2026 | January 22, 2026 | Complete | Attached to Officer's Certificate
I-3 | Good Standing Certificate — WAL (Delaware) | Certificate of Good Standing from Delaware Secretary of State dated within 30 days of Signing Date | Whitmore Aerospace LLC | C&H / WAL | January 30, 2026 | January 15, 2026 | Complete
I-4 | Good Standing Certificate — WAL (Virginia) | Certificate of Good Standing / Certificate of Existence from Virginia SCC (foreign qualification) | Whitmore Aerospace LLC | C&H / WAL | January 30, 2026 | January 16, 2026 | Complete | VA HQ jurisdiction
I-5 | Certificate of Incorporation — WPS | Certified copy of Certificate of Incorporation filed with DE SOS, Filing No. 6104873 | Whitmore Propulsion Systems, Inc. | C&H / WAL | January 30, 2026 | January 22, 2026 | Complete | Attached to Officer's Certificate
I-6 | Bylaws — WPS | Certified copy of current Bylaws of WPS | Whitmore Propulsion Systems, Inc. | C&H / WAL | January 30, 2026 | January 22, 2026 | Complete | Attached to Officer's Certificate
I-7 | Good Standing Certificate — WPS (Delaware) | Certificate of Good Standing from DE SOS | Whitmore Propulsion Systems, Inc. | C&H / WAL | January 30, 2026 | January 15, 2026 | Complete
I-8 | Good Standing Certificate — WPS (Alabama) | Certificate of Good Standing from Alabama SOS (foreign qualification) | Whitmore Propulsion Systems, Inc. | C&H / WAL | January 30, 2026 | January 16, 2026 | Complete | AL operating facility
I-9 | Certificate of Formation — WAH | Certified copy of Certificate of Formation filed with DE SOS, Filing No. 6329017 | Whitmore Avionics Holdings LLC | C&H / WAL | January 30, 2026 | January 22, 2026 | Complete
I-10 | LLC Agreement — WAH | Certified copy of current LLC Agreement of WAH | Whitmore Avionics Holdings LLC | C&H / WAL | January 30, 2026 | January 22, 2026 | Complete
I-11 | Good Standing Certificate — WAH (Delaware) | Certificate of Good Standing from DE SOS | Whitmore Avionics Holdings LLC | C&H / WAL | January 30, 2026 | January 15, 2026 | Complete
I-12 | Articles of Incorporation — WDS | Certified copy of Articles of Incorporation filed with Virginia SCC, Entity ID S3482917 | Whitmore Defense Solutions, Inc. | C&H / WAL | January 30, 2026 | January 22, 2026 | Complete | Virginia corporation
I-13 | Bylaws — WDS | Certified copy of current Bylaws of WDS | Whitmore Defense Solutions, Inc. | C&H / WAL | January 30, 2026 | January 22, 2026 | Complete
I-14 | Good Standing Certificate — WDS (Virginia) | Certificate of Good Standing from Virginia SCC | Whitmore Defense Solutions, Inc. | C&H / WAL | January 30, 2026 | January 16, 2026 | Complete | Formed in VA
I-15 | Certificate of Formation — WPM | Certified copy of Certificate of Formation filed with DE SOS, Filing No. 6587204 | Whitmore Precision Machining LLC | C&H / WAL | January 30, 2026 | January 22, 2026 | Complete
I-16 | LLC Agreement — WPM | Certified copy of current LLC Agreement of WPM | Whitmore Precision Machining LLC | C&H / WAL | January 30, 2026 | January 22, 2026 | Complete
I-17 | Good Standing Certificate — WPM (Delaware) | Certificate of Good Standing from DE SOS | Whitmore Precision Machining LLC | C&H / WAL | January 30, 2026 | January 15, 2026 | Complete
I-18 | Good Standing Certificate — WPM (Kansas) | Certificate of Good Standing from Kansas SOS (foreign qualification) | Whitmore Precision Machining LLC | C&H / WAL | January 30, 2026 | January 16, 2026 | Complete | KS operating facility
[sheet: II. Authorization]
Item No. | Document / Deliverable | Description | Entity | Responsible Party | Target Date | Actual Date | Status | Notes
II-1 | Member Resolutions — WAL | Resolutions of WAL's members authorizing execution and delivery of the Credit Agreement and all Loan Documents, approved January 22, 2026 | Whitmore Aerospace LLC | WAL (Gregory Alston) / C&H | January 30, 2026 | January 22, 2026 | Complete | Attached to Officer's Certificate
II-2 | Secretary's / Officer's Certificate — WAL | Certificate of Gregory Alston, GC & Secretary, attaching organizational docs, resolutions, incumbency of Derek Whitmore (CEO), Sandra Petrova (CFO), Gregory Alston (GC & Secretary), and good standing certificates | Whitmore Aerospace LLC | WAL (Gregory Alston) / C&H | January 30, 2026 | January 30, 2026 | Complete
II-3 | Board Resolutions — WPS | Board resolutions of WPS authorizing guarantee and security documents, approved January 22, 2026 | Whitmore Propulsion Systems, Inc. | WAL / C&H | January 30, 2026 | January 22, 2026 | Complete
II-4 | Officer's Certificate — WPS | Officer's certificate attaching organizational docs, board resolutions, incumbency, and DE good standing | Whitmore Propulsion Systems, Inc. | WAL / C&H | January 30, 2026 | January 30, 2026 | Complete
II-5 | Member Resolutions — WAH | Member resolutions of WAH authorizing guarantee and security documents, approved January 22, 2026 | Whitmore Avionics Holdings LLC | WAL / C&H | January 30, 2026 | January 22, 2026 | Complete
II-6 | Officer's Certificate — WAH | Officer's certificate attaching organizational docs, member resolutions, incumbency, and DE good standing | Whitmore Avionics Holdings LLC | WAL / C&H | January 30, 2026 | January 30, 2026 | Complete
II-7 | Board Resolutions — WDS | Board resolutions of WDS authorizing guarantee and security documents, approved January 22, 2026 | Whitmore Defense Solutions, Inc. | WAL / C&H | January 30, 2026 | January 22, 2026 | Complete | Virginia corporation
II-8 | Officer's Certificate — WDS | Officer's certificate attaching organizational docs (VA SCC Entity ID S3482917), board resolutions, incumbency, and VA SCC good standing | Whitmore Defense Solutions, Inc. | WAL / C&H | January 30, 2026 | January 30, 2026 | Complete
II-9 | Member Resolutions — WPM | Member resolutions of WPM authorizing guarantee and security documents, approved January 22, 2026 | Whitmore Precision Machining LLC | WAL / C&H | January 30, 2026 | January 22, 2026 | Complete
II-10 | Officer's Certificate — WPM | Officer's certificate attaching organizational docs, member resolutions, incumbency, and DE good standing | Whitmore Precision Machining LLC | WAL / C&H | January 30, 2026 | January 30, 2026 | Complete
II-11 | Solvency Certificate | Executed Solvency Certificate of Sandra Petrova, CFO of WAL, certifying solvency on a consolidated basis after giving effect to the $450,000,000 facility | Whitmore Aerospace LLC | WAL (Sandra Petrova) / C&H | January 30, 2026 | January 30, 2026 | Complete | Condition precedent to initial funding
II-12 | Ridgeway Equity Commitment Letter | Limited equity commitment letter from Ridgeway Capital Partners Fund IV, LP delivered in connection with funding conditions | Ridgeway Capital Partners Fund IV, LP | Ridgeway (Jonathan Kessler / Amanda Cho) | January 30, 2026 | January 28, 2026 | Complete | Ridgeway is not a guarantor
[sheet: III. Loan Documents]
Item No. | Document / Deliverable | Description | Parties | Responsible Party | Target Date | Actual Date | Status | Notes
III-1 | Credit Agreement | Execution version of the $450,000,000 Senior Secured Revolving Credit Agreement dated January 30, 2026; CUSIP 96438LAA3; SOFR + 350 bps; maturity January 30, 2031; includes $400M revolving commitment, $25M swingline sub-facility, $50M LC sub-facility, $100M accordion | WAL, Subsidiary Guarantors, Lenders, Prescott National Bank (Admin Agent) | C&H (drafting) / CPS (review) | January 30, 2026 | January 30, 2026 | Complete | Final form agreed January 10, 2026; first draft December 5, 2025; CPS markup December 19, 2025
III-2 | Guarantee Agreement | Execution version of Guarantee Agreement by WPS, WAH, WDS, and WPM in favor of Prescott as Admin Agent for the benefit of Secured Parties | WPS, WAH, WDS, WPM; Prescott (Admin Agent) | C&H | January 30, 2026 | January 30, 2026 | Complete
III-3 | Pledge and Security Agreement | Execution version of Pledge and Security Agreement granting first-priority lien on substantially all personal property of WAL and each Subsidiary Guarantor in favor of Prescott as Collateral Agent | WAL, WPS, WAH, WDS, WPM; Prescott (Collateral Agent) | C&H | January 30, 2026 | January 30, 2026 | Complete | Excludes classified govt contracts (Assignment of Claims Act), certain leaseholds, motor vehicles ≤ $500K book value
III-4 | Equity Pledge Agreement | Execution version of Pledge Agreement covering 100% of membership interests in WAH and WPM, and 100% of capital stock of WPS and WDS, pledged by WAL to Prescott as Collateral Agent | WAL; Prescott (Collateral Agent) | C&H | January 30, 2026 | January 30, 2026 | Complete
III-5 | Promissory Note — Prescott National Bank | Note in the amount of $135,000,000 executed by WAL | WAL; Prescott National Bank | C&H | January 30, 2026 | January 30, 2026 | Complete | 30% of facility
III-6 | Promissory Note — Harborview Trust Company | Note in the amount of $90,000,000 executed by WAL | WAL; Harborview Trust Company | C&H | January 30, 2026 | January 30, 2026 | Complete | 20% of facility
III-7 | Promissory Note — Meridian Commercial Lending Corp. | Note in the amount of $90,000,000 executed by WAL | WAL; Meridian Commercial Lending Corp. | C&H | January 30, 2026 | January 30, 2026 | Complete | 20% of facility
III-8 | Promissory Note — Atlas Fidelity Bank | Note in the amount of $67,500,000 executed by WAL | WAL; Atlas Fidelity Bank | C&H | January 30, 2026 | January 30, 2026 | Complete | 15% of facility
III-9 | Promissory Note — Commonwealth Capital Markets, Inc. | Note in the amount of $67,500,000 executed by WAL | WAL; Commonwealth Capital Markets, Inc. | C&H | January 30, 2026 | January 30, 2026 | Complete | 15% of facility
III-10 | Payoff Letter — Existing Facility | Payoff letter from Prescott re: existing $210M term loan dated March 15, 2021; payoff amount $169,312,500 (principal $168,750,000 + accrued interest ~$562,500) as of March 1, 2026; includes lien release commitments | Prescott National Bank (as existing lender) | CPS / Prescott | January 30, 2026 | January 29, 2026 | Complete | Existing Facility interest rate: SOFR + 275 bps; cumulative amortization $41,250,000
III-11 | Form of Borrowing Request | Exhibit A to Credit Agreement | WAL; Admin Agent | C&H | January 30, 2026 | January 30, 2026 | Complete | Form only
III-12 | Form of Compliance Certificate | Exhibit B to Credit Agreement — quarterly certification of max leverage ratio 3.75x, min interest coverage ratio 3.00x, max CapEx $45M | WAL (Sandra Petrova, CFO); Admin Agent | C&H | January 30, 2026 | January 30, 2026 | Complete | Form only
III-13 | Form of Assignment and Assumption Agreement | Exhibit D to Credit Agreement — for lender assignments under Section 10.04 | Assigning Lender; Assignee; Admin Agent; Borrower | C&H | January 30, 2026 | January 30, 2026 | Complete | Form only
[sheet: IV. Opinions]
Item No. | Document / Deliverable | Description | Firm / Issuer | Responsible Party | Target Date | Actual Date | Status | Notes
IV-1 | Borrower's Counsel Legal Opinion | C&H opinion addressed to Admin Agent and Lenders covering due organization and good standing (DE and VA entities), due authorization, enforceability under NY law, no conflicts, perfection of security interests under NY UCC and DE UCC; signed by Philip Hartmann | Calderwood & Harkness LLP | C&H (Philip Hartmann) | January 30, 2026 | January 30, 2026 | Complete
IV-2 | Supplemental Local Counsel Opinion — Virginia | C&H (DC office) opinion re: WAL and WDS Virginia law matters — entity status, Deed of Trust enforceability on Herndon, VA property, VA UCC perfection | Calderwood & Harkness LLP (Washington, D.C. office) | C&H (DC) | January 30, 2026 | January 30, 2026 | Complete | WDS is a Virginia corporation
IV-3 | Supplemental Local Counsel Opinion — Alabama | Overstreet & Hawkins LLP opinion re: WPS Alabama law matters — mortgage enforceability on Huntsville, AL property, AL UCC perfection | Overstreet & Hawkins LLP (Birmingham, AL) | Overstreet & Hawkins / C&H | January 30, 2026 | January 30, 2026 | Complete | Local counsel retained by C&H
IV-4 | Supplemental Local Counsel Opinion — Kansas | Bartley Predding LLP opinion re: WPM Kansas law matters — mortgage enforceability on Wichita, KS property, KS UCC perfection | Bartley Predding LLP (Wichita, KS) | Bartley Predding / C&H | January 30, 2026 | January 30, 2026 | Complete | Local counsel retained by C&H

[sheet: Cover]

Record

Parties

Dates

Amounts