CALDERWOOD & HARKNESS LLP Attorneys at Law
780 Third Avenue New York, New York 10017
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
February 25, 2026
Matter No. 1019-00002
Re: Closing Funds Flow Memorandum — $450,000,000 Senior Secured Revolving Credit Facility; Whitmore Aerospace LLC
CUSIP: 96438LAA3 Prescott Internal Deal ID: LF-2025-08742
CONFIDENTIAL — FOR DISTRIBUTION TO ADDRESSEES AND THEIR COUNSEL ONLY
1. DISTRIBUTION LIST
This Closing Funds Flow Memorandum (this "Memorandum") is directed to the following parties and their respective representatives. Each addressee is requested to review the information set forth herein in its entirety and to confirm the accuracy of all wire instructions and amounts applicable to such addressee in accordance with the procedures described in Section 9 below.
Whitmore Aerospace LLC (the "Borrower" or "WAL")
Derek Whitmore, Chief Executive Officer Sandra Petrova, Chief Financial Officer Gregory Alston, General Counsel & Secretary
2400 Centennial Tower Drive, Suite 800 Herndon, Virginia 20170
Ridgeway Capital Partners LLC (Sponsor)
Jonathan Kessler, Managing Partner Amanda Cho, Vice President, Finance
399 Park Avenue, 28th Floor New York, New York 10022
Prescott National Bank, N.A. (Administrative Agent / Collateral Agent / Swingline Lender / Lead Arranger / Sole Bookrunner)
Victoria Engstrom, Managing Director, Leveraged Finance
550 South Tryon Street Charlotte, North Carolina 28202
and
245 Park Avenue, 12th Floor New York, New York 10167
Harborview Trust Company (Co-Syndication Agent)
Robert Alcántara, Senior Vice President
185 Asylum Street Hartford, Connecticut 06103
Meridian Commercial Lending Corp. (Co-Syndication Agent)
Priya Nandakumar, Director
233 South Wacker Drive, Suite 4100 Chicago, Illinois 60606
Atlas Fidelity Bank (Documentation Agent)
Thomas Greenfeld, Vice President
1 Liberty Plaza, 30th Floor New York, New York 10006
Commonwealth Capital Markets, Inc. (Lender)
Angela Diaz, Managing Director
100 Federal Street, Suite 2200 Boston, Massachusetts 02110
Caldwell Pryor & Shea LLP (Administrative Agent's Counsel)
Raymond Okafor, Partner Jennifer Tsai, Associate
300 Madison Avenue, 22nd Floor New York, New York 10017
File Reference: PNB-WAL-2025-1130
Keystone National Title Services, LLC (Title Agent)
Maria Soto, Title Officer
901 East Cary Street, Suite 1100 Richmond, Virginia 23219
2. INTRODUCTION AND PURPOSE
This Memorandum sets forth the anticipated funds flow in connection with the initial borrowing (the "Initial Draw") under the $450,000,000 Senior Secured Revolving Credit Agreement dated as of January 30, 2026 (the "Credit Agreement"), among Whitmore Aerospace LLC, a Delaware limited liability company ("WAL" or the "Borrower"), the Subsidiary Guarantors party thereto (being Whitmore Propulsion Systems, Inc., a Delaware corporation ("WPS"), Whitmore Avionics Holdings LLC, a Delaware limited liability company ("WAH"), Whitmore Defense Solutions, Inc., a Virginia corporation ("WDS"), and Whitmore Precision Machining LLC, a Delaware limited liability company ("WPM"), and together with the Borrower, the "Loan Parties"), the Lenders party thereto from time to time, and Prescott National Bank, N.A., a national banking association ("Prescott"), in its capacities as Administrative Agent, Collateral Agent, and Swingline Lender.
The Initial Draw is anticipated to occur on or about March 1, 2026 (the "Initial Draw Date"), subject to the satisfaction (or waiver by the Required Lenders, as applicable) of all conditions precedent to the initial funding as set forth in Article IV of the Credit Agreement. The Funding Deadline — being the outside date for satisfaction of all conditions precedent to the initial extension of credit — is February 28, 2026, as set forth in Section 4.02 of the Credit Agreement. If all conditions precedent are not satisfied or waived by the Funding Deadline, the Commitments shall automatically terminate in accordance with Section 8.02 of the Credit Agreement.
The purpose of this Memorandum is to coordinate the orderly and simultaneous flow of funds among the Lenders, the Administrative Agent, and the various payees identified herein on the Initial Draw Date. This Memorandum identifies (a) the aggregate amount of the Initial Draw, (b) the pro rata funding obligation of each Lender, (c) the application and disbursement of the Initial Draw proceeds, including the full payoff and retirement of WAL's existing senior secured term loan facility, (d) the transaction costs and closing fees to be paid from such proceeds, (e) the net proceeds to be disbursed to the Borrower's operating account, and (f) the wire transfer instructions applicable to each disbursement.
All parties are requested to review this Memorandum carefully and confirm the accuracy of the wire instructions applicable to them no later than 5:00 p.m. (New York City time) on February 27, 2026, in accordance with the confirmation procedures described in Section 9 below.
This Memorandum is governed by and shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
3. SUMMARY OF INITIAL DRAW
The following is a summary of the principal terms of the Initial Draw:
Aggregate Initial Draw Amount: $450,000,000.00, representing a draw of the full Revolving Credit Commitment under the Credit Agreement. As of the date hereof, no Loans or Letters of Credit are outstanding under the Credit Agreement, and the entire Revolving Credit Commitment remains available for borrowing, subject to satisfaction of the conditions precedent set forth in Article IV.
Nature of Borrowing: The Initial Draw constitutes a Revolving Credit Borrowing under the Credit Agreement. The Borrower has elected that the Initial Draw be made as a single Borrowing of Term SOFR Loans with an initial Interest Period of one (1) month, commencing on the Initial Draw Date.
Interest Rate on Initial Draw: The applicable interest rate for the Initial Draw will be Adjusted Term SOFR plus 350 basis points (3.50%) per annum, determined in accordance with Section 2.13 of the Credit Agreement. The SOFR floor applicable under the Credit Agreement is 0.00%. As of the date hereof, the one-month Adjusted Term SOFR rate is approximately 4.32%, resulting in an estimated all-in interest rate of approximately 7.82% per annum. The actual rate will be determined on the Initial Draw Date based on the then-prevailing Adjusted Term SOFR rate as published by the Term SOFR Administrator.
Primary Use of Proceeds: In accordance with Section 6.12 of the Credit Agreement, the proceeds of the Initial Draw will be applied as follows:
(a) Refinancing of the Existing Facility. Approximately $169,312,500.00 of the Initial Draw proceeds (subject to per diem adjustment) will be applied to the full payoff and retirement of the Existing Facility (as defined below), including all accrued and unpaid interest thereon.
(b) Payment of Transaction Costs and Closing Fees. A portion of the Initial Draw proceeds will be applied to the payment of all transaction costs, closing fees, and expenses incurred in connection with the Credit Agreement and the related Loan Documents, as described in detail in Section 5.2 below.
(c) Working Capital and General Corporate Purposes. The remaining net proceeds of the Initial Draw will be deposited into the Borrower's operating account for use as working capital and for general corporate purposes of the Borrower and its Subsidiaries, including capital expenditures in the ordinary course of business and Permitted Acquisitions (subject to compliance certificate delivery and pro forma covenant compliance, in each case as required under the Credit Agreement).
4. LENDER FUNDING AMOUNTS
The following table sets forth each Lender's Commitment under the Credit Agreement, its Pro Rata Share (as defined in the Credit Agreement), and the corresponding Funding Amount that such Lender is required to wire to the Administrative Agent's Funding Account on the Initial Draw Date in connection with the Initial Draw:
Each Lender shall wire its respective Funding Amount to the Administrative Agent's Funding Account (the wire instructions for which are set forth in Section 8 below) by no later than 1:00 p.m. (New York City time) on the Initial Draw Date, in immediately available funds, in accordance with Section 2.02(a) of the Credit Agreement. Each Lender's obligation to fund is several and not joint, and no Lender shall be responsible for any other Lender's failure to fund its Pro Rata Share.
The aggregate of all Lender Funding Amounts set forth above equals $450,000,000.00, which is equal to the aggregate Revolving Credit Commitments under the Credit Agreement and represents the full amount of the Initial Draw as requested by the Borrower in its Borrowing Request.
5. APPLICATION OF FUNDS — DISBURSEMENT SCHEDULE
Upon receipt of all Lender funding into the Administrative Agent's Funding Account, the Administrative Agent will effect the disbursements described in this Section 5 in the order of priority set forth below. All disbursements will be made by wire transfer in immediately available funds on the Initial Draw Date.
5.1 Payoff of Existing Facility
Payee: Prescott National Bank, N.A. (in its capacity as sole lender under the Existing Facility, and not in its capacity as Administrative Agent under the Credit Agreement)
Description: Full payoff and retirement of the existing $210,000,000 Senior Secured Term Loan dated March 15, 2021 (the "Existing Facility"), between WAL (as borrower) and Prescott National Bank, N.A. (as sole lender and administrative agent thereunder). The Existing Facility is secured by (i) a first-priority security interest in substantially all personal property assets of WAL, (ii) a Deed of Trust encumbering WAL's manufacturing facility located at 2400 Centennial Tower Drive, Herndon, Fairfax County, Virginia 20170, and (iii) a Mortgage encumbering WAL's manufacturing and testing facility located at 500 Explorer Boulevard, Huntsville, Madison County, Alabama 35806.
The components of the estimated payoff amount are as follows:
Existing Facility Outstanding Principal (as of anticipated payoff date of March 1, 2026): $168,750,000.00
The original principal amount of the Existing Facility was $210,000,000.00. Pursuant to the amortization schedule set forth in the Existing Facility credit agreement, cumulative scheduled principal amortization payments totaling $41,250,000.00 have been made through the February 2026 payment date, leaving an outstanding principal balance of $168,750,000.00 as of the anticipated payoff date.
Estimated Accrued Interest (through March 1, 2026): $562,500.00 (approximate)
This estimate is based on the interest rate applicable under the Existing Facility (Term SOFR + 275 basis points per annum) and assumes accrual from the most recent interest payment date through and including February 28, 2026. The actual accrued interest amount will be set forth in the Payoff Letter to be delivered by Prescott National Bank, N.A.
Prepayment Premium or Make-Whole: None. The Existing Facility does not contain any prepayment premium, make-whole, or yield maintenance provisions applicable to a voluntary prepayment after the third anniversary of the closing date thereof.
Total Estimated Payoff Amount: $169,312,500.00
Important Note: The final payoff amount will be confirmed by Prescott National Bank, N.A. in its capacity as sole lender under the Existing Facility pursuant to a Payoff Letter (the "Payoff Letter") to be delivered to the Borrower and Calderwood & Harkness LLP prior to the Initial Draw Date. The payoff amount set forth in the Payoff Letter is subject to per diem adjustment if the Initial Draw Date differs from March 1, 2026. Each day of delay will result in an adjustment of the accrued interest component based on the applicable per diem amount, which is estimated at approximately $18,750.00 per day based on current SOFR rates.
Release of Liens and Security Interests. Upon receipt of the payoff amount in full, Prescott National Bank, N.A. (in its capacity as sole lender under the Existing Facility) has agreed, pursuant to the Payoff Letter, to take the following actions promptly following payoff:
(i) UCC Terminations. File UCC-3 termination statements to terminate (A) File No. 2021-1483726, filed with the Delaware Secretary of State on March 15, 2021, and (B) File No. 210315-00489, filed with the Virginia State Corporation Commission on March 15, 2021, in each case within three (3) business days following receipt of the payoff amount.
(ii) Mortgage Releases. Deliver for recording (A) a Certificate of Satisfaction or Release of Deed of Trust with respect to the existing Deed of Trust recorded in the Clerk's Office of the Circuit Court of Fairfax County, Virginia (Instrument No. 2021-035782, recorded March 18, 2021), and (B) a Discharge/Release of Mortgage with respect to the existing Mortgage recorded in the Office of the Judge of Probate of Madison County, Alabama (Book 2021, Page 4417, recorded March 19, 2021), in each case within five (5) business days following receipt of the payoff amount.
Counsel for the Borrower (Calderwood & Harkness LLP) and counsel for the Administrative Agent (Caldwell Pryor & Shea LLP) will coordinate with Prescott's loan operations group to confirm receipt of the payoff amount and to track the filing and recording of the foregoing termination statements and releases.
Wire Instructions for Payoff: See Section 7(a) below.
5.2 Transaction Costs and Closing Fees
The following is an itemized schedule of all transaction costs, closing fees, and expenses to be paid from the proceeds of the Initial Draw on the Initial Draw Date. Certain amounts are estimated as of the date of this Memorandum and will be finalized upon receipt of final invoices from the applicable payees. A revised version of this Memorandum reflecting all confirmed amounts will be circulated on or before February 28, 2026.
(a) Administrative Agent Fee
Payee: Prescott National Bank, N.A.
Description: Annual administrative agent fee for the initial annual period commencing on the Initial Draw Date, payable to Prescott National Bank, N.A. in its capacity as Administrative Agent under the Credit Agreement, in accordance with Section 2.12(b) of the Credit Agreement and the Fee Letter dated January 30, 2026, between the Borrower and the Administrative Agent (the "Fee Letter").
Amount: $175,000.00
Wire Instructions: See Section 7(b) below.
(b) Administrative Agent's Counsel Fees and Expenses
Payee: Caldwell Pryor & Shea LLP
Description: Legal fees and disbursements of Raymond Okafor, Partner, and Jennifer Tsai, Associate, for the representation of Prescott National Bank, N.A. in its capacity as Administrative Agent in connection with the negotiation, drafting, and execution of the Credit Agreement and the related Loan Documents, including all due diligence, collateral review, and opinion coordination. These fees and expenses are for the account of the Borrower pursuant to Section 10.04 of the Credit Agreement.
Amount: Per final invoice to be delivered prior to the Initial Draw Date (estimated amount to be confirmed).
CPS File Reference: PNB-WAL-2025-1130
Wire Instructions: See Section 7(c) below.
(c) Borrower's Counsel Fees and Expenses
Payee: Calderwood & Harkness LLP
Description: Legal fees and disbursements of Philip Hartmann, Partner, Claudia Merritt, Partner, Lisa Morrow, Senior Associate, and Marcus Leung, Associate, for the representation of Whitmore Aerospace LLC as Borrower in connection with the negotiation, drafting, and execution of the Credit Agreement and the related Loan Documents, including all due diligence, disclosure schedule preparation, collateral documentation, title review coordination, opinion preparation, and closing mechanics.
Amount: Per final invoice to be delivered prior to the Initial Draw Date (estimated amount to be confirmed).
C&H Matter Number: 1019-00002
Wire Instructions: See Section 7(d) below.
(d) Title Insurance Premiums and Recording Fees
Payee: Keystone National Title Services, LLC
Description: Title insurance premiums for ALTA lender's title insurance policies to be issued in favor of the Collateral Agent on the three mortgaged properties, together with title search fees, endorsement fees (including ALTA 9-06, 3.1-06, and other endorsements required by the Collateral Agent), and recording fees for the new mortgages and/or deeds of trust to be recorded in connection with the Credit Agreement. The mortgaged properties and their respective appraised values are as follows:
(i) Herndon, Virginia Property — 2400 Centennial Tower Drive, Herndon, Fairfax County, Virginia 20170 (appraised value: $32,000,000);
(ii) Huntsville, Alabama Property — 500 Explorer Boulevard, Huntsville, Madison County, Alabama 35806 (appraised value: $28,000,000); and
(iii) Wichita, Kansas Property — 1750 North Webb Road, Wichita, Sedgwick County, Kansas 67206 (appraised value: $18,000,000).
Title search fees, endorsement fees, and recording fees for the new Deed of Trust (Fairfax County, VA), Mortgage (Madison County, AL), and Mortgage (Sedgwick County, KS) are included in the Keystone invoice.
Amount: Per final invoice from Keystone National Title Services, LLC (estimated amount to be confirmed).
Wire Instructions: See Section 7(e) below.
(e) Survey Costs
Payee: Keystone National Title Services, LLC (or directly to the surveyor as coordinated by Keystone)
Description: ALTA/NSPS land title survey costs for as-built surveys of the Virginia, Alabama, and Kansas properties, as required by the Collateral Agent in connection with the issuance of the ALTA lender's title insurance policies referenced in Section 5.2(d) above. The surveys have been prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys and include Table A Items 1, 2, 3, 4, 6(a), 6(b), 7(a), 7(b)(1), 7(c), 8, 9, 10, 11(a), 13, 14, 16, 17, 18, 19, and 20.
Amount: Per final invoice (estimated amount to be confirmed).
Wire Instructions: See Section 7(e) below, or as separately directed by Keystone.
(f) Environmental Report Fees
Payee: Creston Environmental Sciences, Inc.
Description: Phase I environmental site assessment fees for the WAL manufacturing facilities at the Virginia, Alabama, and Kansas properties, retained by the Administrative Agent in accordance with Section 4.01(j) of the Credit Agreement. The Phase I assessments were conducted in accordance with ASTM Standard E1527-21. These fees are for the account of the Borrower pursuant to Section 10.04 of the Credit Agreement.
Amount: Per final invoice (estimated amount to be confirmed).
Wire Instructions: See Section 7(f) below.
(g) UCC Filing Fees
Description: Filing fees for the following UCC filings to be made in connection with the perfection of the Collateral Agent's security interests under the Security Agreement dated as of January 30, 2026:
(i) Five (5) new UCC-1 financing statements:
• UCC-1 financing statement naming Whitmore Aerospace LLC as debtor, to be filed with the Delaware Secretary of State;
• UCC-1 financing statement naming Whitmore Propulsion Systems, Inc. as debtor, to be filed with the Delaware Secretary of State;
• UCC-1 financing statement naming Whitmore Avionics Holdings LLC as debtor, to be filed with the Delaware Secretary of State;
• UCC-1 financing statement naming Whitmore Precision Machining LLC as debtor, to be filed with the Delaware Secretary of State; and
• UCC-1 financing statement naming Whitmore Defense Solutions, Inc. as debtor, to be filed with the Virginia State Corporation Commission.
(ii) Two (2) UCC-3 termination statements with respect to the Existing Facility filings referenced in Section 5.1 above (File Nos. 2021-1483726 and 210315-00489).
Amount: Estimated amount to be confirmed (to be deducted from proceeds or paid by Calderwood & Harkness LLP from funds advanced for disbursements).
Wire Instructions: See Section 7(d) below (reimbursed through Calderwood & Harkness LLP disbursements).
(h) Mortgage Recording Taxes and Transfer Fees
Description: Mortgage recording taxes (if applicable) and transfer/recording fees for the three mortgage instruments to be recorded in connection with the Credit Agreement, as follows:
• Virginia (Fairfax County): Recording fees for the Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing to be recorded in the Clerk's Office of the Circuit Court of Fairfax County, Virginia. Virginia does not impose a mortgage recording tax on commercial mortgages securing revolving credit facilities; standard recording fees apply.
• Alabama (Madison County): Recording fees and mortgage recording tax for the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing to be recorded in the Office of the Judge of Probate of Madison County, Alabama. Alabama imposes a mortgage recording tax at the rate of $0.15 per $100 of indebtedness secured, subject to applicable exemptions and the maximum principal amount secured by the Alabama property.
• Kansas (Sedgwick County): Recording fees for the Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing to be recorded in the Office of the Register of Deeds of Sedgwick County, Kansas. Kansas does not impose a mortgage recording tax; standard recording fees apply.
Amount: Per final calculation (estimated amount to be confirmed). The Alabama mortgage recording tax component will be calculated based on the allocated indebtedness amount secured by the Alabama property as specified in the mortgage instrument.
Wire Instructions: Included in the Keystone National Title Services, LLC disbursement (see Section 7(e) below), or as separately directed.
(i) Commitment Fee (Accrued)
Payee: Prescott National Bank, N.A. (as Administrative Agent, for pro rata distribution to the Lenders)
Description: Accrued commitment fee of 50 basis points (0.50%) per annum on the full unused $450,000,000.00 Revolving Credit Commitment from the Signing Date (January 30, 2026) through the day prior to the Initial Draw Date, payable to the Lenders on a pro rata basis in accordance with Section 2.12(a) of the Credit Agreement.
Amount: Calculated based on the actual number of days elapsed from and including January 30, 2026 through and excluding the Initial Draw Date. Assuming the Initial Draw occurs on March 1, 2026, the accrual period is approximately 30 days, and the estimated commitment fee is calculated as follows:
$450,000,000.00 × 0.50% × (30 / 365) = approximately $184,931.51 (rounded to approximately $185,000.00)
The actual amount will be adjusted based on the actual number of days in the accrual period if the Initial Draw Date differs from March 1, 2026.
Wire Instructions: See Section 7(b) below (to Administrative Agent for distribution to Lenders on a pro rata basis).
5.3 Summary of Total Deductions from Initial Draw Proceeds
The following table summarizes all anticipated deductions from the Initial Draw proceeds. Items marked with an asterisk (*) are estimated amounts subject to confirmation upon receipt of final invoices or calculations.
Note: A revised version of this table reflecting all confirmed amounts will be circulated on or before February 28, 2026, following receipt of all final invoices and calculations.
5.4 Net Proceeds to Borrower
Remaining Net Proceeds: The net proceeds of the Initial Draw to be disbursed to the Borrower will equal $450,000,000.00 less the Total Deductions as set forth in Section 5.3 above. Based on the estimates set forth herein, the net proceeds are anticipated to be approximately $280,000,000.00 to $280,500,000.00, subject to adjustment upon finalization of all transaction costs and closing fees.
Disbursement: The remaining net proceeds will be wired on the Initial Draw Date to WAL's operating account maintained at Prescott National Bank, N.A. in accordance with the wire instructions set forth in Section 7(g) below.
Purpose: The net proceeds deposited into the Borrower's operating account will be used for working capital and general corporate purposes of the Borrower and its Subsidiaries, including capital expenditures in the ordinary course of business and Permitted Acquisitions. Any Permitted Acquisition funded in whole or in part with proceeds of the Revolving Credit Facility will be subject to delivery of a compliance certificate and demonstration of pro forma compliance with all financial covenants, in each case as required under Section 7.04 of the Credit Agreement.
6. CONDITIONS TO FUNDING / PRE-FUNDING CONFIRMATIONS
Each party is reminded that the Initial Draw is subject to the satisfaction (or waiver by the Required Lenders, as applicable) of all conditions precedent to the initial extension of credit set forth in Article IV of the Credit Agreement. Without limiting the generality of the foregoing, the following is a summary of the principal conditions precedent, together with the current status of each:
(a) Post-Closing Security Deliverables. Delivery of all post-closing security deliverables identified in Schedule 6.14 of the Credit Agreement, including (i) control agreements for all deposit accounts and securities accounts of each Loan Party, (ii) intellectual property security agreements and short-form IP assignments for filing with the USPTO and USCO, and (iii) landlord consents and estoppels for leased locations. Target delivery date: February 14, 2026. Hard deadline: February 28, 2026.
(b) Borrowing Request. Delivery to the Administrative Agent of an executed Borrowing Request in the form attached as Exhibit A to the Credit Agreement at least three (3) Business Days prior to the Initial Draw Date (i.e., no later than February 26, 2026 for a March 1, 2026 Initial Draw Date).
(c) Solvency Certificate. Delivery of an executed Solvency Certificate of Sandra Petrova, Chief Financial Officer of WAL, in the form attached as Exhibit D to the Credit Agreement. The Solvency Certificate was executed and delivered at the signing of the Credit Agreement on January 30, 2026, and remains in effect.
(d) Legal Opinions. Delivery of the following legal opinions, each in form and substance satisfactory to the Administrative Agent:
(i) Opinion of Calderwood & Harkness LLP (New York), as Borrower's counsel, covering enforceability, due authorization, no conflicts, and related matters;
(ii) Local counsel opinion of Calderwood & Harkness (DC) (Washington, D.C. office), covering Virginia law matters, including validity and enforceability of the Virginia Deed of Trust and due organization and good standing of Whitmore Defense Solutions, Inc. under Virginia law;
(iii) Local counsel opinion of Overstreet & Hawkins LLP (Huntsville, AL), covering Alabama law matters, including validity and enforceability of the Alabama Mortgage and recording and filing matters; and
(iv) Local counsel opinion of Bartley Predding LLP (Wichita, KS), covering Kansas law matters, including validity and enforceability of the Kansas Mortgage and recording and filing matters.
(e) No Default. Confirmation by the Borrower in the Borrowing Request that no Default or Event of Default has occurred and is continuing as of the Initial Draw Date, or would result from the making of the Loans on the Initial Draw Date or from the application of the proceeds thereof.
(f) Representations and Warranties. Confirmation by the Borrower in the Borrowing Request that the representations and warranties of each Loan Party set forth in the Credit Agreement and each other Loan Document are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) on and as of the Initial Draw Date with the same effect as though made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date).
(g) Pro Forma Financial Covenant Compliance. Demonstration by the Borrower of pro forma compliance with the financial covenants set forth in Section 7.11 of the Credit Agreement, after giving effect to the Initial Draw and the application of proceeds thereof:
(i) Maximum Total Leverage Ratio: 3.75 to 1.00. Pro forma Total Leverage Ratio (based on the Borrower's consolidated financial statements for the fiscal quarter ended December 31, 2025, as adjusted): approximately 3.26 to 1.00. Compliant.
(ii) Minimum Interest Coverage Ratio: 3.00 to 1.00. Pro forma Interest Coverage Ratio (based on the Borrower's consolidated financial statements for the fiscal quarter ended December 31, 2025, as adjusted): approximately 4.86 to 1.00. Compliant.
(h) Payoff Letter. Receipt by the Administrative Agent of an executed Payoff Letter from Prescott National Bank, N.A. (in its capacity as sole lender under the Existing Facility), in form and substance satisfactory to the Administrative Agent, setting forth the amounts required to be paid to satisfy in full all obligations under the Existing Facility and agreeing to release all liens and security interests securing the Existing Facility upon receipt of such payoff amount.
Calderwood & Harkness LLP and Caldwell Pryor & Shea LLP are coordinating the satisfaction of all conditions precedent and will circulate a closing checklist with status updates on or before February 27, 2026.
7. WIRE INSTRUCTIONS
Set forth below are the wire transfer instructions for each payee identified in the disbursement schedule in Section 5 above. Each party is responsible for verifying the accuracy of the wire instructions applicable to it and for promptly notifying Calderwood & Harkness LLP and the Administrative Agent of any errors or changes. All wire transfers will be effected by the Administrative Agent in immediately available funds on the Initial Draw Date.
IMPORTANT: Wire instructions containing errors may result in misdirected funds. Each party bears responsibility for confirming the accuracy of its own wire details. Neither the Administrative Agent nor Borrower's counsel assumes responsibility for losses resulting from erroneous wire instructions provided by any party.
(a) Prescott National Bank, N.A. — Existing Facility Payoff Account
Bank: Prescott National Bank, N.A. ABA Routing Number: [TO BE CONFIRMED] Account Number: [TO BE CONFIRMED] Account Name: Whitmore Aerospace LLC — Existing Facility Payoff Reference: Payoff — Term Loan dated March 15, 2021 Amount: $169,312,500.00 (subject to per diem adjustment per the Payoff Letter)
(b) Prescott National Bank, N.A. — Agent Fee and Commitment Fee Account
Bank: Prescott National Bank, N.A. ABA Routing Number: [TO BE CONFIRMED] Account Number: [TO BE CONFIRMED] Account Name: Prescott National Bank — Agency Services Reference: WAL Credit Facility — Agent Fee / Commitment Fee; Deal ID LF-2025-08742 Amount: $175,000.00 (administrative agent fee) plus accrued commitment fee (estimated approximately $185,000.00)
(c) Caldwell Pryor & Shea LLP — Legal Fee Account
Bank: [TO BE CONFIRMED] ABA Routing Number: [TO BE CONFIRMED] Account Number: [TO BE CONFIRMED] Account Name: Caldwell Pryor & Shea LLP Attorney Trust/Operating Account Reference: PNB-WAL-2025-1130 Amount: Per final invoice
(d) Calderwood & Harkness LLP — Legal Fee Account
Bank: [TO BE CONFIRMED] ABA Routing Number: [TO BE CONFIRMED] Account Number: [TO BE CONFIRMED] Account Name: Calderwood & Harkness LLP Operating Account Reference: Matter No. 1019-00002 Amount: Per final invoice
(e) Keystone National Title Services, LLC — Title and Recording Fee Account
Bank: [TO BE CONFIRMED] ABA Routing Number: [TO BE CONFIRMED] Account Number: [TO BE CONFIRMED] Account Name: Keystone National Title Services, LLC Escrow Account Reference: Whitmore Aerospace LLC — Mortgage Closings (VA / AL / KS) Amount: Per final invoice (inclusive of title insurance premiums, endorsement fees, recording fees, survey costs (if routed through Keystone), and mortgage recording taxes, as applicable)
(f) Creston Environmental Sciences, Inc. — Environmental Report Fee Account
Bank: [TO BE CONFIRMED] ABA Routing Number: [TO BE CONFIRMED] Account Number: [TO BE CONFIRMED] Account Name: Creston Environmental Sciences, Inc. Reference: Phase I ESA — Whitmore Aerospace Facilities Amount: Per final invoice
(g) Whitmore Aerospace LLC — Operating Account (Net Proceeds)
Bank: Prescott National Bank, N.A. ABA Routing Number: [TO BE CONFIRMED] Account Number: [TO BE CONFIRMED] Account Name: Whitmore Aerospace LLC — Operating Account Reference: Initial Draw Proceeds — Credit Agreement dated January 30, 2026 Amount: $450,000,000.00 less Total Deductions (as set forth in Section 5.3)
Note: All wire instructions marked "[TO BE CONFIRMED]" will be completed in the revised version of this Memorandum to be circulated on or before February 28, 2026, upon receipt of confirmed wire details from each party. Parties that have not yet provided their wire instructions are requested to do so by no later than 5:00 p.m. (New York City time) on February 27, 2026.
8. ADMINISTRATIVE AGENT FUNDING MECHANICS
In accordance with Section 2.02(a) of the Credit Agreement, each Lender shall wire its pro rata Funding Amount (as set forth in Section 4 above) to the Administrative Agent's Funding Account at Prescott National Bank, N.A. by no later than 1:00 p.m. (New York City time) on the Initial Draw Date in immediately available funds. The wire instructions for the Administrative Agent's Funding Account are as follows:
Bank: Prescott National Bank, N.A. ABA Routing Number: [TO BE CONFIRMED] Account Number: [TO BE CONFIRMED] Account Name: Prescott National Bank — WAL Syndicated Facility Funding Account Reference: WAL Initial Draw — CUSIP 96438LAA3 / Deal ID LF-2025-08742
Upon receipt and verification of all Lender funds into the Administrative Agent's Funding Account, the Administrative Agent will promptly effect the disbursements set forth in Sections 5.1 through 5.4 above in accordance with the wire instructions set forth in Section 7.
Pursuant to Section 2.02(b) of the Credit Agreement, if the Administrative Agent does not receive all Lender funding by 1:00 p.m. (New York City time) on the Initial Draw Date, the Administrative Agent may, but shall not be obligated to, fund the borrowing on behalf of the non-funding Lender(s) and charge such non-funding Lender(s) interest at the Federal Funds Rate on the amounts so funded until such amounts are received. Any Lender that fails to fund its Pro Rata Share by the applicable deadline will be deemed a "Defaulting Lender" under the Credit Agreement, with the consequences set forth in Section 2.21 thereof.
Each Lender is requested to send a wire confirmation to Victoria Engstrom (victoria.engstrom@prescottnational.com) promptly upon initiating its funding wire, including the wire reference number, amount, and expected credit time.
9. CONFIRMATION AND APPROVAL PROCEDURE
Each party is requested to confirm in writing (by email) the accuracy of its respective wire instructions and the amounts set forth in this Memorandum by no later than 5:00 p.m. (New York City time) on February 27, 2026. Confirmation emails should be directed to the following persons:
Lisa Morrow Senior Associate, Calderwood & Harkness LLP
Email: lmorrow@calderwoodharkness.com
Marcus Leung Associate, Calderwood & Harkness LLP
Email: mleung@calderwoodharkness.com
Victoria Engstrom Managing Director, Leveraged Finance, Prescott National Bank, N.A.
Email: victoria.engstrom@prescottnational.com
Jennifer Tsai Associate, Caldwell Pryor & Shea LLP
Email: jtsai@caldwellpryorshea.com
All final invoices for fees and expenses must be delivered to both Lisa Morrow (lmorrow@calderwoodharkness.com) and Sandra Petrova (spetrova@whitmoreaerospace.com) by no later than 5:00 p.m. (New York City time) on February 27, 2026, so that the final Funds Flow can be circulated with all amounts confirmed.
A revised version of this Memorandum reflecting all confirmed amounts and final wire instructions will be prepared by Calderwood & Harkness LLP and circulated to all addressees on or before February 28, 2026. The revised Memorandum will constitute the definitive funds flow instruction for the Initial Draw Date and will be accompanied by a signature page for acknowledgment by each party. No disbursements will be made by the Administrative Agent until the revised Memorandum has been countersigned by the Borrower and the Administrative Agent.