1019-00002 · Client 1019 · Closing

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SOLVENCY CERTIFICATE

Delivered pursuant to Section 4.01(a)(ix) of that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (the "Credit Agreement"), among Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower"), the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender

Date: January 30, 2026

CUSIP: 96438LAA3

1. Recitals and Introduction

The undersigned, Sandra Petrova, is the duly appointed and acting Chief Financial Officer of Whitmore Aerospace LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware ("WAL" or the "Borrower"), with its principal executive office located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170.

This Solvency Certificate (this "Certificate") is delivered to Prescott National Bank, N.A., in its capacities as Administrative Agent, Collateral Agent, and Swingline Lender (in such capacities, the "Administrative Agent"), and the Lenders party to the Credit Agreement, pursuant to Section 4.01(a)(ix) of the Credit Agreement, as a condition precedent to the initial extension of credit thereunder on the date hereof (the "Closing Date"). Delivery of this Certificate is required in satisfaction of the conditions set forth in Article IV of the Credit Agreement before the initial Borrowing or the issuance of the first Letter of Credit under the Credit Agreement may occur.

Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. All references herein to "Sections" are to sections of this Certificate unless the context otherwise requires. All references to financial amounts are in United States dollars unless otherwise specified.

The undersigned is delivering this Certificate solely in her capacity as Chief Financial Officer of the Borrower and not in her individual or personal capacity, and the undersigned shall have no personal liability with respect to the certifications, representations, and statements contained herein. Nothing in this Certificate shall be construed to impose any personal obligation or liability upon the undersigned in her individual capacity.

The undersigned is familiar with, and has direct knowledge of, the financial condition, properties, businesses, and affairs of the Borrower and each of its Subsidiaries, both individually and on a consolidated basis. In her role as Chief Financial Officer, the undersigned has primary responsibility for oversight of the Borrower's financial reporting, treasury operations, capital planning, and internal financial controls. The undersigned has served as Chief Financial Officer of the Borrower since June 2021 and has been actively involved in the negotiation and structuring of the Transactions (as defined below and in the Credit Agreement), including the financial analysis supporting the incurrence of the Indebtedness contemplated by the Credit Agreement.

2. Transactions Considered; Basis of Certificate

In providing the certifications set forth in this Certificate, the undersigned has given full pro forma effect to the consummation of the Transactions (as defined in the Credit Agreement), including, without limitation, the following:

(a) Execution of Credit Agreement and Loan Documents. The execution, delivery, and performance of the Credit Agreement and all related Loan Documents on the date hereof, including, without limitation, the Guarantee Agreement, the Security Agreement, the Pledge Agreement, the intellectual Property Security Agreements, the Mortgages, the Intercreditor Agreement (if any), and all other agreements, instruments, and documents executed and delivered in connection therewith.

(b) Incurrence of Indebtedness Under the Credit Agreement. The incurrence of up to $450,000,000 in aggregate Indebtedness under the Credit Agreement, consisting of: (i) a $400,000,000 revolving credit commitment (the "Revolving Facility"), which includes a $25,000,000 swingline sub-facility (the "Swingline Sub-Facility") and a $50,000,000 letter of credit sub-facility (the "LC Sub-Facility"); and (ii) an incremental (accordion) facility of up to $100,000,000 (the "Incremental Facility"), which is subject to additional lender consent and the satisfaction of certain conditions precedent set forth in Section 2.20 of the Credit Agreement, including, without limitation, compliance with the pro forma financial covenants set forth therein. For the avoidance of doubt, the solvency certifications contained herein assume the full draw of the Revolving Facility and do not give effect to any borrowings under the Incremental Facility, which remain subject to future lender approval.

(c) Refinancing and Repayment of the Existing Facility. The anticipated refinancing and repayment in full of the Existing Facility — that certain $210,000,000 Senior Secured Term Loan Agreement, dated as of March 15, 2021, by and between the Borrower (as borrower) and Prescott National Bank, N.A. (as sole lender) (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Facility"). The estimated payoff amount for the Existing Facility as of March 1, 2026 is approximately $169,312,500, consisting of outstanding principal of $168,750,000 (reflecting scheduled amortization payments made through the date hereof) plus estimated accrued and unpaid interest of approximately $562,500 (calculated through the anticipated payoff date). Upon receipt of a final payoff letter from Prescott National Bank, N.A. in its capacity as lender under the Existing Facility, the Borrower will remit the precise payoff amount, and all liens and security interests securing the Existing Facility will be released and terminated in accordance with the terms thereof.

(d) Grant of Security Interests. The grant of first-priority security interests (subject to Permitted Liens) in substantially all assets of the Borrower and each Subsidiary Guarantor in favor of Prescott National Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties, pursuant to the Security Agreement and the other Collateral Documents. The Subsidiary Guarantors granting such security interests are:

(i) Whitmore Propulsion Systems, Inc., a Delaware corporation;

(ii) Whitmore Avionics Holdings LLC, a Delaware limited liability company;

(iii) Whitmore Defense Solutions, Inc., a Virginia corporation; and

(iv) Whitmore Precision Machining LLC, a Kansas limited liability company.

The Collateral includes, without limitation, all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles (including intellectual property), instruments, inventory, investment property (including all equity interests in each Subsidiary), letter-of-credit rights, commercial tort claims, and all proceeds and products of the foregoing assets, together with first-priority Mortgages on the Borrower's and the Subsidiary Guarantors' owned real property located in Herndon, Virginia; Huntsville, Alabama; and Wichita, Kansas.

(e) Payment of Fees, Costs, and Expenses. The payment of all fees, costs, and expenses incurred in connection with the foregoing Transactions, including, without limitation, arrangement fees, commitment fees, administrative agent fees, legal fees and expenses of counsel to the Administrative Agent (Sullivan & Whitfield LLP), legal fees and expenses of counsel to the Borrower, title insurance premiums, survey costs, recording fees, filing fees, appraisal fees, environmental assessment costs, and all other closing costs and out-of-pocket expenses payable on the Closing Date.

(f) Use of Proceeds. The use of proceeds of the initial Borrowings under the Credit Agreement for: (i) the refinancing and repayment in full of the Existing Facility, as described in clause (c) above; (ii) working capital and general corporate purposes of the Borrower and its Subsidiaries in the ordinary course of business; (iii) permitted acquisitions in accordance with the terms and conditions of the Credit Agreement; and (iv) capital expenditures in the ordinary course of business, subject to the limitations and covenants set forth in the Credit Agreement.

Collectively, the transactions described in clauses (a) through (f) above, together with all related transactions contemplated by the Credit Agreement and the other Loan Documents, are referred to herein as the "Transactions."

3. Financial Information Reviewed

The undersigned, in forming the opinions and certifications set forth in Sections 5 and 6 below, has reviewed and relied upon the following financial information, documents, and materials:

(a) Audited Financial Statements. The audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2025 (the "FY2025 Financial Statements"), as audited by Grayson Tidwell & Associates LLP, the Borrower's independent registered public accounting firm, which issued an unqualified opinion thereon dated January 22, 2026. The FY2025 Financial Statements reflect, among other things, consolidated revenue of approximately $612,000,000 and consolidated Adjusted EBITDA (as defined in the Credit Agreement) of approximately $138,000,000. The FY2025 Financial Statements were prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), applied on a consistent basis with prior periods, and present fairly in all material respects the consolidated financial position, results of operations, and cash flows of the Borrower and its Subsidiaries as of and for the fiscal year then ended.

(b) Pro Forma Financial Information. Pro forma financial information prepared by the Borrower's management giving full effect to the Transactions as if the Transactions had been consummated as of December 31, 2025 (for balance sheet purposes) and as of January 1, 2025 (for income statement purposes). Such pro forma financial information reflects, among other things, pro forma total funded debt of $450,000,000 (assuming the full draw of the Revolving Facility and after giving effect to the full retirement and repayment of the Existing Facility), yielding a pro forma total leverage ratio of approximately 3.26x (calculated as $450,000,000 of pro forma total funded debt divided by $138,000,000 of consolidated Adjusted EBITDA). The pro forma financial information has been prepared in good faith on the basis of assumptions believed by the undersigned to be reasonable as of the date hereof.

(c) Pro Forma Interest Expense Analysis. An analysis of estimated pro forma interest expense of approximately $28,400,000 on an annualized basis, calculated based on an assumed average drawn balance under the Revolving Facility of approximately $350,000,000 at an all-in interest rate of approximately 8.10% per annum (consisting of Adjusted Term SOFR of approximately 4.60% per annum plus the applicable margin of 350 basis points per annum, in each case as of the date hereof). Based on such estimated pro forma interest expense, the pro forma interest coverage ratio is approximately 4.86x (calculated as $138,000,000 of consolidated Adjusted EBITDA divided by $28,400,000 of estimated pro forma interest expense). The foregoing calculations do not include commitment fees on undrawn amounts, letter of credit fees, or other ancillary fees, which are not material for purposes of this analysis.

(d) Capital Expenditure Analysis. A review of the Borrower's capital expenditure history and projections, including FY2025 capital expenditures of $38,200,000 (which is below the financial covenant maximum of $45,000,000 set forth in Section 7.11(c) of the Credit Agreement). The difference of $6,800,000 constitutes an unused carry-forward amount available for the immediately succeeding fiscal year in accordance with Section 7.11(c)(ii) of the Credit Agreement, resulting in a maximum permitted capital expenditure for the fiscal year ending December 31, 2026 of $51,800,000 ($45,000,000 plus the $6,800,000 carry-forward).

(e) Internal Financial Projections and Business Plans. Internal financial projections, business plans, operating budgets, and cash flow forecasts prepared by the management of the Borrower for the fiscal years ending December 31, 2026 through December 31, 2030, inclusive, which the undersigned believes to be reasonable and to have been prepared in good faith based on assumptions that are consistent with historical operating performance and market conditions as they exist on the date hereof.

(f) Other Documents and Information. Such other documents, records, information, and analyses as the undersigned has deemed relevant and appropriate in connection with the certifications set forth herein, including, without limitation, the Borrower's backlog and pipeline reports, customer contract summaries, government contract status reports, insurance certificates, real property appraisals, environmental assessments, lien search results, and discussions with other officers and employees of the Borrower and its Subsidiaries who have knowledge of the matters addressed herein.

4. Definitions of Solvency Terms

For purposes of this Certificate, the following terms shall have the following meanings:

(a) "Fair Value" means the amount at which the aggregate assets, both tangible and intangible, of the Borrower and its Subsidiaries, taken as a whole on a consolidated basis, would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act. For the avoidance of doubt, Fair Value is not determined on a forced liquidation or distressed-sale basis, but rather reflects the value that would be obtained in an arm's-length transaction conducted in the ordinary course under normal market conditions.

(b) "Fair Saleable Value" means the amount that may be realized within a reasonable time (not to exceed approximately eighteen (18) months from the date of determination, or such longer period as may be appropriate under the circumstances) through a commercially reasonable collection of the assets of the Borrower and its Subsidiaries, taken as a whole on a consolidated basis, either through the liquidation of such assets or through their disposal in the ordinary course of such entities' operations. Fair Saleable Value contemplates a disposition process that is orderly and commercially reasonable, taking into account the nature, type, and condition of the assets and the prevailing market conditions at the time of such disposition.

(c) "Stated Liabilities" means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP under ASC 450-20 (formerly SFAS No. 5)) of the Borrower and its Subsidiaries, taken as a whole on a consolidated basis, as of the date hereof after giving full pro forma effect to the Transactions. Stated Liabilities include all liabilities reflected on the Borrower's consolidated balance sheet and all liabilities required to be disclosed in the notes to the Borrower's consolidated financial statements, in each case in accordance with GAAP.

(d) "Debts" means all obligations, liabilities, and indebtedness (including contingent liabilities and obligations) of the Borrower and its Subsidiaries, taken as a whole on a consolidated basis, whether matured or unmatured, liquidated or unliquidated, absolute or contingent, disputed or undisputed, secured or unsecured, and whether arising by contract, operation of law, or otherwise, as such obligations, liabilities, and indebtedness exist on the date hereof after giving full pro forma effect to the Transactions.

5. Solvency Certifications

Based upon and subject to the foregoing, and in reliance upon the financial information, analyses, and other materials described in Section 3 above, the undersigned hereby certifies, on behalf of the Borrower and in her capacity as Chief Financial Officer of the Borrower (and not in her individual capacity), that as of the date hereof, after giving full pro forma effect to the consummation of the Transactions described in Section 2 of this Certificate:

5.1 Balance Sheet Test (Fair Value Exceeds Stated Liabilities)

The Fair Value of the assets of the Borrower and its Subsidiaries, taken as a whole on a consolidated basis, exceeds, and will, immediately after giving effect to the Transactions, exceed their Stated Liabilities (including all subordinated, unliquidated, contingent, and disputed liabilities). In reaching this certification, the undersigned has considered, among other things, the following:

The Borrower and its Subsidiaries, on a consolidated basis, maintain pro forma total funded debt of $450,000,000 (assuming full utilization of the Revolving Facility). Such Indebtedness is being incurred by an enterprise with annual consolidated revenue of $612,000,000 and consolidated Adjusted EBITDA of $138,000,000 for the fiscal year ended December 31, 2025. The Borrower and its Subsidiaries possess substantial tangible and intangible assets, including:

(i) Three mortgaged real properties with combined independent third-party appraised values of $78,000,000, consisting of: (A) the Borrower's headquarters and primary manufacturing facility located in Herndon, Virginia (appraised value: $32,000,000); (B) the Huntsville, Alabama research, development, and manufacturing campus (appraised value: $28,000,000); and (C) the Wichita, Kansas precision machining facility (appraised value: $18,000,000);

(ii) Substantial personal property, including accounts receivable (with significant portions attributable to investment-grade commercial customers and prime U.S. government contracts and subcontracts), inventory (including raw materials, work-in-process, and finished goods supporting active production programs), and equipment (including specialized machining, testing, and fabrication equipment);

(iii) Valuable intellectual property, including patents, trade secrets, proprietary manufacturing processes, technical data rights, and engineering know-how developed over the Borrower's more than twenty-year operating history in the aerospace and defense sector; and

(iv) Equity interests in four wholly-owned Subsidiaries (Whitmore Propulsion Systems, Inc., Whitmore Avionics Holdings LLC, Whitmore Defense Solutions, Inc., and Whitmore Precision Machining LLC), each of which is a profitable, operating business contributing to the Borrower's consolidated revenue and EBITDA.

Based on the foregoing, the undersigned is of the view that the Fair Value of the aggregate assets of the Borrower and its Subsidiaries, on a consolidated basis, substantially exceeds their Stated Liabilities.

5.2 Fair Saleable Value Test

The Fair Saleable Value of the assets of the Borrower and its Subsidiaries, taken as a whole on a consolidated basis, is, and will, immediately after giving effect to the Transactions, be greater than the amount that will be required to pay their probable liability on their existing Debts (including all subordinated, unliquidated, contingent, and disputed liabilities) as such Debts become absolute and matured in accordance with their respective terms. The undersigned has considered the fact that the Borrower's assets include readily realizable assets (such as accounts receivable and inventory) as well as longer-lived assets (such as real property, equipment, and intellectual property), and that the aggregate value of such assets realizable through an orderly disposition process within a commercially reasonable period of time would exceed the total amount of the Borrower's and its Subsidiaries' probable liabilities on their existing Debts as such Debts become absolute and matured.

5.3 Ability to Pay Debts as They Become Due (Cash Flow Solvency)

The Borrower and its Subsidiaries, taken as a whole on a consolidated basis, are able to, and will be able to, pay their Debts as such Debts become absolute and mature in the ordinary course of business. In reaching this certification, the undersigned has considered, among other things, the following:

(i) The Borrower's pro forma interest coverage ratio is approximately 4.86x (calculated as $138,000,000 of consolidated Adjusted EBITDA divided by estimated pro forma interest expense of approximately $28,400,000), which exceeds the minimum interest coverage ratio of 3.00x required under Section 7.11(b) of the Credit Agreement by a substantial margin, representing approximately 62% of headroom above the covenant threshold;

(ii) The Borrower's pro forma total leverage ratio is approximately 3.26x (calculated as $450,000,000 of pro forma total funded debt divided by $138,000,000 of consolidated Adjusted EBITDA), which is below the maximum total leverage ratio of 3.75x permitted under Section 7.11(a) of the Credit Agreement, representing approximately 13% of headroom below the covenant threshold;

(iii) The Borrower generates substantial and recurring cash flows from operations, supported by a diversified revenue base across commercial aerospace, defense, and space programs, including long-term customer contracts with predictable revenue streams;

(iv) The Revolving Facility does not require scheduled amortization of principal, and the Borrower retains the flexibility to draw and repay amounts under the Revolving Facility in accordance with its working capital and operational needs; and

(v) The Borrower maintains adequate liquidity to satisfy its obligations as they come due, including through operating cash flows and access to undrawn revolving commitments.

Based on the foregoing, the undersigned is of the view that the Borrower and its Subsidiaries have, and will continue to have, sufficient cash flow to pay their Debts as they become absolute and mature in the ordinary course of business.

5.4 Adequate Capital; Not Unreasonably Small Capital

The Borrower and its Subsidiaries, taken as a whole on a consolidated basis, do not have, and will not, immediately after giving effect to the Transactions, have unreasonably small capital with which to conduct their respective businesses as such businesses are currently conducted and as such businesses are proposed to be conducted following the date hereof, taking into account the nature and scope of such businesses. In reaching this certification, the undersigned has considered, among other things, the following:

(i) The Borrower retains significant undrawn revolving capacity under the Credit Agreement available for working capital, permitted acquisitions, and capital expenditures in the ordinary course of business, providing a meaningful liquidity buffer against reasonably foreseeable downside scenarios;

(ii) The Borrower's management has prepared internal financial projections demonstrating that the Borrower and its Subsidiaries are expected to generate sufficient cash flows from operations to fund their ongoing operations, service their Indebtedness, and make necessary capital investments, in each case without requiring external equity contributions;

(iii) FY2025 capital expenditures of $38,200,000 were below the covenant maximum of $45,000,000, indicating that the Borrower has been able to maintain and invest in its asset base within the constraints of its capital structure; and

(iv) The Borrower's business operates in the aerospace and defense sector, which benefits from long-term programmatic demand, substantial government spending, and high barriers to entry, supporting the stability and predictability of the Borrower's revenue and earnings profile.

Based on the foregoing, the undersigned is of the view that the Borrower and its Subsidiaries have adequate capital with which to conduct their businesses as currently conducted and as proposed to be conducted.

5.5 No Intent to Hinder, Delay, or Defraud Creditors

The Borrower and its Subsidiaries are not entering into the Transactions described herein with the actual intent to hinder, delay, or defraud either present or future creditors of the Borrower or any Subsidiary. The Transactions are being consummated for legitimate business purposes, including the refinancing of the Existing Facility on more favorable terms, the establishment of a flexible revolving credit facility to support the Borrower's ongoing working capital and capital expenditure needs, and the enhancement of the Borrower's overall liquidity position and financial flexibility.

6. Assumptions and Qualifications

The certifications set forth in this Certificate are made as of the date hereof, after giving full pro forma effect to the Transactions, and speak only as of such date. The undersigned undertakes no obligation to update, revise, or supplement this Certificate or the certifications set forth herein after the date hereof, except as may be expressly required by the terms of the Credit Agreement.

In providing the certifications set forth herein, the undersigned has assumed that:

(a) The Credit Agreement and each of the related Loan Documents have been duly authorized, executed, and delivered by all parties thereto, and constitute the legal, valid, and binding obligations of each such party, enforceable against such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity;

(b) The representations and warranties of the Borrower and each Subsidiary Guarantor set forth in the Credit Agreement and the other Loan Documents 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) as of the date hereof, both before and after giving effect to the Transactions;

(c) No Event of Default or Default (each as defined in the Credit Agreement) has occurred and is continuing or will result from the consummation of the Transactions on the date hereof;

(d) All governmental approvals, consents, licenses, and permits required in connection with the Transactions have been obtained and are in full force and effect; and

(e) The financial information, projections, and other data provided to the undersigned by the Borrower's management, accountants, advisors, and other third parties are accurate and complete in all material respects and have been prepared in good faith on a basis consistent with past practice and applicable accounting standards.

The undersigned's certifications are based on analyses and examinations of financial information available to her as of the date hereof and are made in good faith using assumptions that the undersigned believes to be reasonable under the circumstances. The undersigned is not rendering an opinion as to the Fair Value or Fair Saleable Value of any specific asset or category of assets of the Borrower or any Subsidiary, and the certifications herein are not intended to constitute, and shall not be construed as, an appraisal, valuation, or fairness opinion of any kind. The undersigned is not an independent financial advisor or appraiser, and the certifications herein are made solely in her capacity as Chief Financial Officer of the Borrower.

This Certificate is provided solely for the benefit of the Administrative Agent and the Lenders under the Credit Agreement, in connection with the satisfaction of the conditions precedent set forth in Section 4.01 of the Credit Agreement, and may not be relied upon by any other Person for any purpose. Neither this Certificate nor any of the certifications set forth herein may be quoted, referred to, or furnished to any third party (other than the Administrative Agent and the Lenders), in whole or in part, without the prior written consent of the Borrower, except as may be required by applicable law, regulation, or legal process, or in connection with the enforcement of the Credit Agreement or the other Loan Documents.

7. Execution

IN WITNESS WHEREOF, the undersigned has executed and delivered this Solvency Certificate as of January 30, 2026.

WHITMORE AEROSPACE LLC

By: ________

Name: Sandra Petrova

Title: Chief Financial Officer

Date: January 30, 2026

Schedule A

SUMMARY OF KEY PRO FORMA FINANCIAL METRICS (As of and for the Fiscal Year Ended December 31, 2025, After Giving Pro Forma Effect to the Transactions)

This Schedule A is provided for informational and summary purposes only and is qualified in its entirety by the terms and provisions of this Solvency Certificate and the Credit Agreement. In the event of any inconsistency between this Schedule A and the body of this Certificate or the Credit Agreement, the terms of the Credit Agreement shall control. All financial metrics presented above are estimates and approximations based on information available as of the date of this Certificate and are subject to change. The pro forma total funded debt figure of $450,000,000 assumes full utilization of the $400,000,000 Revolving Facility and the $50,000,000 Incremental Facility commitment (subject to additional lender consent), and does not reflect actual borrowings on the Closing Date, which may be lower.

CONFIDENTIAL — This Solvency Certificate and the information contained herein are confidential and are provided solely for the benefit of the Administrative Agent and the Lenders under the Credit Agreement. This document may not be disclosed, distributed, or made available to any third party without the prior written consent of Whitmore Aerospace LLC, except as otherwise permitted under the Credit Agreement or required by applicable law.

Metric	Amount / Ratio	Reference / Notes
Consolidated Revenue (FY2025)	$612,000,000	FY2025 Audited Financial Statements (Grayson Tidwell & Associates LLP)
Consolidated Adjusted EBITDA (FY2025)	$138,000,000	As defined in Section 1.01 of the Credit Agreement
Pro Forma Total Funded Debt	$450,000,000	Assumes full draw of Revolving Facility; Existing Facility fully retired
Pro Forma Total Leverage Ratio	~3.26x	$450,000,000 ÷ $138,000,000 (Covenant Maximum: 3.75x)
Estimated Pro Forma Interest Expense (Annualized)	~$28,400,000	Based on ~$350M avg. drawn balance at ~8.10% all-in rate (Adj. Term SOFR ~4.60% + 350 bps margin)
Pro Forma Interest Coverage Ratio	~4.86x	$138,000,000 ÷ $28,400,000 (Covenant Minimum: 3.00x)
FY2025 Capital Expenditures	$38,200,000	Covenant Maximum: $45,000,000; Unused Carry-Forward: $6,800,000
Existing Facility Payoff Amount (Est. as of March 1, 2026)	~$169,312,500	Outstanding Principal: $168,750,000 + Est. Accrued Interest: ~$562,500
Total Real Property Appraised Values (Mortgaged Properties)	$78,000,000	Herndon, VA: $32M; Huntsville, AL: $28M; Wichita, KS: $18M

SOLVENCY CERTIFICATE
Delivered pursuant to Section 4.01(a)(ix) of that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (the "Credit Agreement"), among Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower"), the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender
Date: January 30, 2026
CUSIP: 96438LAA3
1. Recitals and Introduction
The undersigned, Sandra Petrova, is the duly appointed and acting Chief Financial Officer of Whitmore Aerospace LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware ("WAL" or the "Borrower"), with its principal executive office located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170.
This Solvency Certificate (this "Certificate") is delivered to Prescott National Bank, N.A., in its capacities as Administrative Agent, Collateral Agent, and Swingline Lender (in such capacities, the "Administrative Agent"), and the Lenders party to the Credit Agreement, pursuant to Section 4.01(a)(ix) of the Credit Agreement, as a condition precedent to the initial extension of credit thereunder on the date hereof (the "Closing Date"). Delivery of this Certificate is required in satisfaction of the conditions set forth in Article IV of the Credit Agreement before the initial Borrowing or the issuance of the first Letter of Credit under the Credit Agreement may occur.
Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement. All references herein to "Sections" are to sections of this Certificate unless the context otherwise requires. All references to financial amounts are in United States dollars unless otherwise specified.
The undersigned is delivering this Certificate solely in her capacity as Chief Financial Officer of the Borrower and not in her individual or personal capacity, and the undersigned shall have no personal liability with respect to the certifications, representations, and statements contained herein. Nothing in this Certificate shall be construed to impose any personal obligation or liability upon the undersigned in her individual capacity.
The undersigned is familiar with, and has direct knowledge of, the financial condition, properties, businesses, and affairs of the Borrower and each of its Subsidiaries, both individually and on a consolidated basis. In her role as Chief Financial Officer, the undersigned has primary responsibility for oversight of the Borrower's financial reporting, treasury operations, capital planning, and internal financial controls. The undersigned has served as Chief Financial Officer of the Borrower since June 2021 and has been actively involved in the negotiation and structuring of the Transactions (as defined below and in the Credit Agreement), including the financial analysis supporting the incurrence of the Indebtedness contemplated by the Credit Agreement.
2. Transactions Considered; Basis of Certificate
In providing the certifications set forth in this Certificate, the undersigned has given full pro forma effect to the consummation of the Transactions (as defined in the Credit Agreement), including, without limitation, the following:
(a) Execution of Credit Agreement and Loan Documents. The execution, delivery, and performance of the Credit Agreement and all related Loan Documents on the date hereof, including, without limitation, the Guarantee Agreement, the Security Agreement, the Pledge Agreement, the intellectual Property Security Agreements, the Mortgages, the Intercreditor Agreement (if any), and all other agreements, instruments, and documents executed and delivered in connection therewith.
(b) Incurrence of Indebtedness Under the Credit Agreement. The incurrence of up to $450,000,000 in aggregate Indebtedness under the Credit Agreement, consisting of: (i) a $400,000,000 revolving credit commitment (the "Revolving Facility"), which includes a $25,000,000 swingline sub-facility (the "Swingline Sub-Facility") and a $50,000,000 letter of credit sub-facility (the "LC Sub-Facility"); and (ii) an incremental (accordion) facility of up to $100,000,000 (the "Incremental Facility"), which is subject to additional lender consent and the satisfaction of certain conditions precedent set forth in Section 2.20 of the Credit Agreement, including, without limitation, compliance with the pro forma financial covenants set forth therein. For the avoidance of doubt, the solvency certifications contained herein assume the full draw of the Revolving Facility and do not give effect to any borrowings under the Incremental Facility, which remain subject to future lender approval.
(c) Refinancing and Repayment of the Existing Facility. The anticipated refinancing and repayment in full of the Existing Facility — that certain $210,000,000 Senior Secured Term Loan Agreement, dated as of March 15, 2021, by and between the Borrower (as borrower) and Prescott National Bank, N.A. (as sole lender) (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Facility"). The estimated payoff amount for the Existing Facility as of March 1, 2026 is approximately $169,312,500, consisting of outstanding principal of $168,750,000 (reflecting scheduled amortization payments made through the date hereof) plus estimated accrued and unpaid interest of approximately $562,500 (calculated through the anticipated payoff date). Upon receipt of a final payoff letter from Prescott National Bank, N.A. in its capacity as lender under the Existing Facility, the Borrower will remit the precise payoff amount, and all liens and security interests securing the Existing Facility will be released and terminated in accordance with the terms thereof.
(d) Grant of Security Interests. The grant of first-priority security interests (subject to Permitted Liens) in substantially all assets of the Borrower and each Subsidiary Guarantor in favor of Prescott National Bank, N.A., in its capacity as Collateral Agent for the benefit of the Secured Parties, pursuant to the Security Agreement and the other Collateral Documents. The Subsidiary Guarantors granting such security interests are:
(i) Whitmore Propulsion Systems, Inc., a Delaware corporation;
(ii) Whitmore Avionics Holdings LLC, a Delaware limited liability company;
(iii) Whitmore Defense Solutions, Inc., a Virginia corporation; and
(iv) Whitmore Precision Machining LLC, a Kansas limited liability company.
The Collateral includes, without limitation, all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles (including intellectual property), instruments, inventory, investment property (including all equity interests in each Subsidiary), letter-of-credit rights, commercial tort claims, and all proceeds and products of the foregoing assets, together with first-priority Mortgages on the Borrower's and the Subsidiary Guarantors' owned real property located in Herndon, Virginia; Huntsville, Alabama; and Wichita, Kansas.
(e) Payment of Fees, Costs, and Expenses. The payment of all fees, costs, and expenses incurred in connection with the foregoing Transactions, including, without limitation, arrangement fees, commitment fees, administrative agent fees, legal fees and expenses of counsel to the Administrative Agent (Sullivan & Whitfield LLP), legal fees and expenses of counsel to the Borrower, title insurance premiums, survey costs, recording fees, filing fees, appraisal fees, environmental assessment costs, and all other closing costs and out-of-pocket expenses payable on the Closing Date.
(f) Use of Proceeds. The use of proceeds of the initial Borrowings under the Credit Agreement for: (i) the refinancing and repayment in full of the Existing Facility, as described in clause (c) above; (ii) working capital and general corporate purposes of the Borrower and its Subsidiaries in the ordinary course of business; (iii) permitted acquisitions in accordance with the terms and conditions of the Credit Agreement; and (iv) capital expenditures in the ordinary course of business, subject to the limitations and covenants set forth in the Credit Agreement.
Collectively, the transactions described in clauses (a) through (f) above, together with all related transactions contemplated by the Credit Agreement and the other Loan Documents, are referred to herein as the "Transactions."
3. Financial Information Reviewed
The undersigned, in forming the opinions and certifications set forth in Sections 5 and 6 below, has reviewed and relied upon the following financial information, documents, and materials:
(a) Audited Financial Statements. The audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2025 (the "FY2025 Financial Statements"), as audited by Grayson Tidwell & Associates LLP, the Borrower's independent registered public accounting firm, which issued an unqualified opinion thereon dated January 22, 2026. The FY2025 Financial Statements reflect, among other things, consolidated revenue of approximately $612,000,000 and consolidated Adjusted EBITDA (as defined in the Credit Agreement) of approximately $138,000,000. The FY2025 Financial Statements were prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), applied on a consistent basis with prior periods, and present fairly in all material respects the consolidated financial position, results of operations, and cash flows of the Borrower and its Subsidiaries as of and for the fiscal year then ended.
(b) Pro Forma Financial Information. Pro forma financial information prepared by the Borrower's management giving full effect to the Transactions as if the Transactions had been consummated as of December 31, 2025 (for balance sheet purposes) and as of January 1, 2025 (for income statement purposes). Such pro forma financial information reflects, among other things, pro forma total funded debt of $450,000,000 (assuming the full draw of the Revolving Facility and after giving effect to the full retirement and repayment of the Existing Facility), yielding a pro forma total leverage ratio of approximately 3.26x (calculated as $450,000,000 of pro forma total funded debt divided by $138,000,000 of consolidated Adjusted EBITDA). The pro forma financial information has been prepared in good faith on the basis of assumptions believed by the undersigned to be reasonable as of the date hereof.
(c) Pro Forma Interest Expense Analysis. An analysis of estimated pro forma interest expense of approximately $28,400,000 on an annualized basis, calculated based on an assumed average drawn balance under the Revolving Facility of approximately $350,000,000 at an all-in interest rate of approximately 8.10% per annum (consisting of Adjusted Term SOFR of approximately 4.60% per annum plus the applicable margin of 350 basis points per annum, in each case as of the date hereof). Based on such estimated pro forma interest expense, the pro forma interest coverage ratio is approximately 4.86x (calculated as $138,000,000 of consolidated Adjusted EBITDA divided by $28,400,000 of estimated pro forma interest expense). The foregoing calculations do not include commitment fees on undrawn amounts, letter of credit fees, or other ancillary fees, which are not material for purposes of this analysis.
(d) Capital Expenditure Analysis. A review of the Borrower's capital expenditure history and projections, including FY2025 capital expenditures of $38,200,000 (which is below the financial covenant maximum of $45,000,000 set forth in Section 7.11(c) of the Credit Agreement). The difference of $6,800,000 constitutes an unused carry-forward amount available for the immediately succeeding fiscal year in accordance with Section 7.11(c)(ii) of the Credit Agreement, resulting in a maximum permitted capital expenditure for the fiscal year ending December 31, 2026 of $51,800,000 ($45,000,000 plus the $6,800,000 carry-forward).
(e) Internal Financial Projections and Business Plans. Internal financial projections, business plans, operating budgets, and cash flow forecasts prepared by the management of the Borrower for the fiscal years ending December 31, 2026 through December 31, 2030, inclusive, which the undersigned believes to be reasonable and to have been prepared in good faith based on assumptions that are consistent with historical operating performance and market conditions as they exist on the date hereof.
(f) Other Documents and Information. Such other documents, records, information, and analyses as the undersigned has deemed relevant and appropriate in connection with the certifications set forth herein, including, without limitation, the Borrower's backlog and pipeline reports, customer contract summaries, government contract status reports, insurance certificates, real property appraisals, environmental assessments, lien search results, and discussions with other officers and employees of the Borrower and its Subsidiaries who have knowledge of the matters addressed herein.
4. Definitions of Solvency Terms
For purposes of this Certificate, the following terms shall have the following meanings:
(a) "Fair Value" means the amount at which the aggregate assets, both tangible and intangible, of the Borrower and its Subsidiaries, taken as a whole on a consolidated basis, would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act. For the avoidance of doubt, Fair Value is not determined on a forced liquidation or distressed-sale basis, but rather reflects the value that would be obtained in an arm's-length transaction conducted in the ordinary course under normal market conditions.
(b) "Fair Saleable Value" means the amount that may be realized within a reasonable time (not to exceed approximately eighteen (18) months from the date of determination, or such longer period as may be appropriate under the circumstances) through a commercially reasonable collection of the assets of the Borrower and its Subsidiaries, taken as a whole on a consolidated basis, either through the liquidation of such assets or through their disposal in the ordinary course of such entities' operations. Fair Saleable Value contemplates a disposition process that is orderly and commercially reasonable, taking into account the nature, type, and condition of the assets and the prevailing market conditions at the time of such disposition.
(c) "Stated Liabilities" means the recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP under ASC 450-20 (formerly SFAS No. 5)) of the Borrower and its Subsidiaries, taken as a whole on a consolidated basis, as of the date hereof after giving full pro forma effect to the Transactions. Stated Liabilities include all liabilities reflected on the Borrower's consolidated balance sheet and all liabilities required to be disclosed in the notes to the Borrower's consolidated financial statements, in each case in accordance with GAAP.
(d) "Debts" means all obligations, liabilities, and indebtedness (including contingent liabilities and obligations) of the Borrower and its Subsidiaries, taken as a whole on a consolidated basis, whether matured or unmatured, liquidated or unliquidated, absolute or contingent, disputed or undisputed, secured or unsecured, and whether arising by contract, operation of law, or otherwise, as such obligations, liabilities, and indebtedness exist on the date hereof after giving full pro forma effect to the Transactions.
5. Solvency Certifications
Based upon and subject to the foregoing, and in reliance upon the financial information, analyses, and other materials described in Section 3 above, the undersigned hereby certifies, on behalf of the Borrower and in her capacity as Chief Financial Officer of the Borrower (and not in her individual capacity), that as of the date hereof, after giving full pro forma effect to the consummation of the Transactions described in Section 2 of this Certificate:
5.1 Balance Sheet Test (Fair Value Exceeds Stated Liabilities)
The Fair Value of the assets of the Borrower and its Subsidiaries, taken as a whole on a consolidated basis, exceeds, and will, immediately after giving effect to the Transactions, exceed their Stated Liabilities (including all subordinated, unliquidated, contingent, and disputed liabilities). In reaching this certification, the undersigned has considered, among other things, the following:
The Borrower and its Subsidiaries, on a consolidated basis, maintain pro forma total funded debt of $450,000,000 (assuming full utilization of the Revolving Facility). Such Indebtedness is being incurred by an enterprise with annual consolidated revenue of $612,000,000 and consolidated Adjusted EBITDA of $138,000,000 for the fiscal year ended December 31, 2025. The Borrower and its Subsidiaries possess substantial tangible and intangible assets, including:
(i) Three mortgaged real properties with combined independent third-party appraised values of $78,000,000, consisting of: (A) the Borrower's headquarters and primary manufacturing facility located in Herndon, Virginia (appraised value: $32,000,000); (B) the Huntsville, Alabama research, development, and manufacturing campus (appraised value: $28,000,000); and (C) the Wichita, Kansas precision machining facility (appraised value: $18,000,000);
(ii) Substantial personal property, including accounts receivable (with significant portions attributable to investment-grade commercial customers and prime U.S. government contracts and subcontracts), inventory (including raw materials, work-in-process, and finished goods supporting active production programs), and equipment (including specialized machining, testing, and fabrication equipment);
(iii) Valuable intellectual property, including patents, trade secrets, proprietary manufacturing processes, technical data rights, and engineering know-how developed over the Borrower's more than twenty-year operating history in the aerospace and defense sector; and
(iv) Equity interests in four wholly-owned Subsidiaries (Whitmore Propulsion Systems, Inc., Whitmore Avionics Holdings LLC, Whitmore Defense Solutions, Inc., and Whitmore Precision Machining LLC), each of which is a profitable, operating business contributing to the Borrower's consolidated revenue and EBITDA.
Based on the foregoing, the undersigned is of the view that the Fair Value of the aggregate assets of the Borrower and its Subsidiaries, on a consolidated basis, substantially exceeds their Stated Liabilities.
5.2 Fair Saleable Value Test
The Fair Saleable Value of the assets of the Borrower and its Subsidiaries, taken as a whole on a consolidated basis, is, and will, immediately after giving effect to the Transactions, be greater than the amount that will be required to pay their probable liability on their existing Debts (including all subordinated, unliquidated, contingent, and disputed liabilities) as such Debts become absolute and matured in accordance with their respective terms. The undersigned has considered the fact that the Borrower's assets include readily realizable assets (such as accounts receivable and inventory) as well as longer-lived assets (such as real property, equipment, and intellectual property), and that the aggregate value of such assets realizable through an orderly disposition process within a commercially reasonable period of time would exceed the total amount of the Borrower's and its Subsidiaries' probable liabilities on their existing Debts as such Debts become absolute and matured.
5.3 Ability to Pay Debts as They Become Due (Cash Flow Solvency)
The Borrower and its Subsidiaries, taken as a whole on a consolidated basis, are able to, and will be able to, pay their Debts as such Debts become absolute and mature in the ordinary course of business. In reaching this certification, the undersigned has considered, among other things, the following:
(i) The Borrower's pro forma interest coverage ratio is approximately 4.86x (calculated as $138,000,000 of consolidated Adjusted EBITDA divided by estimated pro forma interest expense of approximately $28,400,000), which exceeds the minimum interest coverage ratio of 3.00x required under Section 7.11(b) of the Credit Agreement by a substantial margin, representing approximately 62% of headroom above the covenant threshold;
(ii) The Borrower's pro forma total leverage ratio is approximately 3.26x (calculated as $450,000,000 of pro forma total funded debt divided by $138,000,000 of consolidated Adjusted EBITDA), which is below the maximum total leverage ratio of 3.75x permitted under Section 7.11(a) of the Credit Agreement, representing approximately 13% of headroom below the covenant threshold;
(iii) The Borrower generates substantial and recurring cash flows from operations, supported by a diversified revenue base across commercial aerospace, defense, and space programs, including long-term customer contracts with predictable revenue streams;
(iv) The Revolving Facility does not require scheduled amortization of principal, and the Borrower retains the flexibility to draw and repay amounts under the Revolving Facility in accordance with its working capital and operational needs; and
(v) The Borrower maintains adequate liquidity to satisfy its obligations as they come due, including through operating cash flows and access to undrawn revolving commitments.
Based on the foregoing, the undersigned is of the view that the Borrower and its Subsidiaries have, and will continue to have, sufficient cash flow to pay their Debts as they become absolute and mature in the ordinary course of business.
5.4 Adequate Capital; Not Unreasonably Small Capital
The Borrower and its Subsidiaries, taken as a whole on a consolidated basis, do not have, and will not, immediately after giving effect to the Transactions, have unreasonably small capital with which to conduct their respective businesses as such businesses are currently conducted and as such businesses are proposed to be conducted following the date hereof, taking into account the nature and scope of such businesses. In reaching this certification, the undersigned has considered, among other things, the following:
(i) The Borrower retains significant undrawn revolving capacity under the Credit Agreement available for working capital, permitted acquisitions, and capital expenditures in the ordinary course of business, providing a meaningful liquidity buffer against reasonably foreseeable downside scenarios;
(ii) The Borrower's management has prepared internal financial projections demonstrating that the Borrower and its Subsidiaries are expected to generate sufficient cash flows from operations to fund their ongoing operations, service their Indebtedness, and make necessary capital investments, in each case without requiring external equity contributions;
(iii) FY2025 capital expenditures of $38,200,000 were below the covenant maximum of $45,000,000, indicating that the Borrower has been able to maintain and invest in its asset base within the constraints of its capital structure; and
(iv) The Borrower's business operates in the aerospace and defense sector, which benefits from long-term programmatic demand, substantial government spending, and high barriers to entry, supporting the stability and predictability of the Borrower's revenue and earnings profile.
Based on the foregoing, the undersigned is of the view that the Borrower and its Subsidiaries have adequate capital with which to conduct their businesses as currently conducted and as proposed to be conducted.
5.5 No Intent to Hinder, Delay, or Defraud Creditors
The Borrower and its Subsidiaries are not entering into the Transactions described herein with the actual intent to hinder, delay, or defraud either present or future creditors of the Borrower or any Subsidiary. The Transactions are being consummated for legitimate business purposes, including the refinancing of the Existing Facility on more favorable terms, the establishment of a flexible revolving credit facility to support the Borrower's ongoing working capital and capital expenditure needs, and the enhancement of the Borrower's overall liquidity position and financial flexibility.
6. Assumptions and Qualifications
The certifications set forth in this Certificate are made as of the date hereof, after giving full pro forma effect to the Transactions, and speak only as of such date. The undersigned undertakes no obligation to update, revise, or supplement this Certificate or the certifications set forth herein after the date hereof, except as may be expressly required by the terms of the Credit Agreement.
In providing the certifications set forth herein, the undersigned has assumed that:
(a) The Credit Agreement and each of the related Loan Documents have been duly authorized, executed, and delivered by all parties thereto, and constitute the legal, valid, and binding obligations of each such party, enforceable against such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity;
(b) The representations and warranties of the Borrower and each Subsidiary Guarantor set forth in the Credit Agreement and the other Loan Documents 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) as of the date hereof, both before and after giving effect to the Transactions;
(c) No Event of Default or Default (each as defined in the Credit Agreement) has occurred and is continuing or will result from the consummation of the Transactions on the date hereof;
(d) All governmental approvals, consents, licenses, and permits required in connection with the Transactions have been obtained and are in full force and effect; and
(e) The financial information, projections, and other data provided to the undersigned by the Borrower's management, accountants, advisors, and other third parties are accurate and complete in all material respects and have been prepared in good faith on a basis consistent with past practice and applicable accounting standards.
The undersigned's certifications are based on analyses and examinations of financial information available to her as of the date hereof and are made in good faith using assumptions that the undersigned believes to be reasonable under the circumstances. The undersigned is not rendering an opinion as to the Fair Value or Fair Saleable Value of any specific asset or category of assets of the Borrower or any Subsidiary, and the certifications herein are not intended to constitute, and shall not be construed as, an appraisal, valuation, or fairness opinion of any kind. The undersigned is not an independent financial advisor or appraiser, and the certifications herein are made solely in her capacity as Chief Financial Officer of the Borrower.
This Certificate is provided solely for the benefit of the Administrative Agent and the Lenders under the Credit Agreement, in connection with the satisfaction of the conditions precedent set forth in Section 4.01 of the Credit Agreement, and may not be relied upon by any other Person for any purpose. Neither this Certificate nor any of the certifications set forth herein may be quoted, referred to, or furnished to any third party (other than the Administrative Agent and the Lenders), in whole or in part, without the prior written consent of the Borrower, except as may be required by applicable law, regulation, or legal process, or in connection with the enforcement of the Credit Agreement or the other Loan Documents.
7. Execution
IN WITNESS WHEREOF, the undersigned has executed and delivered this Solvency Certificate as of January 30, 2026.
WHITMORE AEROSPACE LLC
By: ________
Name: Sandra Petrova
Title: Chief Financial Officer
Date: January 30, 2026
Schedule A
SUMMARY OF KEY PRO FORMA FINANCIAL METRICS (As of and for the Fiscal Year Ended December 31, 2025, After Giving Pro Forma Effect to the Transactions)
This Schedule A is provided for informational and summary purposes only and is qualified in its entirety by the terms and provisions of this Solvency Certificate and the Credit Agreement. In the event of any inconsistency between this Schedule A and the body of this Certificate or the Credit Agreement, the terms of the Credit Agreement shall control. All financial metrics presented above are estimates and approximations based on information available as of the date of this Certificate and are subject to change. The pro forma total funded debt figure of $450,000,000 assumes full utilization of the $400,000,000 Revolving Facility and the $50,000,000 Incremental Facility commitment (subject to additional lender consent), and does not reflect actual borrowings on the Closing Date, which may be lower.
CONFIDENTIAL — This Solvency Certificate and the information contained herein are confidential and are provided solely for the benefit of the Administrative Agent and the Lenders under the Credit Agreement. This document may not be disclosed, distributed, or made available to any third party without the prior written consent of Whitmore Aerospace LLC, except as otherwise permitted under the Credit Agreement or required by applicable law.
Metric | Amount / Ratio | Reference / Notes
Consolidated Revenue (FY2025) | $612,000,000 | FY2025 Audited Financial Statements (Grayson Tidwell & Associates LLP)
Consolidated Adjusted EBITDA (FY2025) | $138,000,000 | As defined in Section 1.01 of the Credit Agreement
Pro Forma Total Funded Debt | $450,000,000 | Assumes full draw of Revolving Facility; Existing Facility fully retired
Pro Forma Total Leverage Ratio | ~3.26x | $450,000,000 ÷ $138,000,000 (Covenant Maximum: 3.75x)
Estimated Pro Forma Interest Expense (Annualized) | ~$28,400,000 | Based on ~$350M avg. drawn balance at ~8.10% all-in rate (Adj. Term SOFR ~4.60% + 350 bps margin)
Pro Forma Interest Coverage Ratio | ~4.86x | $138,000,000 ÷ $28,400,000 (Covenant Minimum: 3.00x)
FY2025 Capital Expenditures | $38,200,000 | Covenant Maximum: $45,000,000; Unused Carry-Forward: $6,800,000
Existing Facility Payoff Amount (Est. as of March 1, 2026) | ~$169,312,500 | Outstanding Principal: $168,750,000 + Est. Accrued Interest: ~$562,500
Total Real Property Appraised Values (Mortgaged Properties) | $78,000,000 | Herndon, VA: $32M; Huntsville, AL: $28M; Wichita, KS: $18M

SOLVENCY CERTIFICATE

CUSIP: 96438LAA3

WHITMORE AEROSPACE LLC

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