Raymond and Jennifer,
I hope this message finds you well. I am writing on behalf of our client, Whitmore Aerospace LLC ("WAL"), in connection with the proposed $450,000,000 senior secured syndicated revolving credit facility (the "Facility") to be entered into among WAL, as Borrower, the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender. As you know, Calderwood & Harkness LLP serves as counsel to the Borrower and Caldwell Pryor & Shea LLP serves as counsel to the Administrative Agent in this transaction.
**Attached Drafts**
Attached for your review and comment are initial drafts of the following loan documents:
1. **Credit Agreement** — $450,000,000 Senior Secured Revolving Credit Agreement among Whitmore Aerospace LLC, as Borrower, the Subsidiary Guarantors (Whitmore Propulsion Systems, Inc. ("WPS"), Whitmore Avionics Holdings LLC ("WAH"), Whitmore Defense Solutions, Inc. ("WDS"), and Whitmore Precision Machining LLC ("WPM")), the Lenders, and Prescott National Bank, N.A., as Administrative Agent. This draft is governed by New York law and reflects the terms agreed upon in the mandate letter executed on November 3, 2025, and the commitment letters received from all syndicate lenders on November 14, 2025.
2. **Guarantee Agreement** — Guarantee Agreement by each Subsidiary Guarantor (WPS, WAH, WDS, and WPM) in favor of the Administrative Agent for the benefit of the Secured Parties.
3. **Pledge and Security Agreement** — Pledge and Security Agreement by WAL and each Subsidiary Guarantor in favor of Prescott National Bank, N.A., as Collateral Agent, granting a first-priority security interest in substantially all personal property of each grantor.
4. **Equity Pledge Agreement** — Pledge Agreement covering 100% of the membership interests in WAH and WPM and 100% of the capital stock of WPS and WDS.
5. **Form of Compliance Certificate** — Form of quarterly Compliance Certificate to be delivered by WAL's Chief Financial Officer.
6. **Form of Borrowing Request** — Form of Borrowing Request for revolving credit borrowings under the Facility.
7. **Form of Assignment and Assumption Agreement** — Form agreement for Lender assignments under the Credit Agreement.
8. **Form of Solvency Certificate** — Form of Solvency Certificate to be executed by WAL's Chief Financial Officer at signing.
Please note that mortgage documents for the Herndon, Virginia; Huntsville, Alabama; and Wichita, Kansas properties, as well as promissory notes, officer's certificates, and closing opinions, will follow under separate cover. These are currently being coordinated with local counsel and the company.
**Summary of Key Commercial Terms**
For ease of reference, I have summarized below the principal commercial terms reflected in the draft Credit Agreement:
- **Total Commitment:** $450,000,000, consisting of (i) a $400,000,000 revolving credit commitment (including a $25,000,000 swingline sub-facility and a $50,000,000 letter of credit sub-facility) and (ii) an incremental facility (accordion) of up to $100,000,000, subject to existing or new lender consent and pro forma compliance with all financial covenants.
- **Syndicate:** - Prescott National Bank, N.A. — $135,000,000 (30.0%) — Administrative Agent, Lead Arranger, Sole Bookrunner, Collateral Agent, and Swingline Lender - Harborview Trust Company — $90,000,000 (20.0%) — Co-Syndication Agent - Meridian Commercial Lending Corp. — $90,000,000 (20.0%) — Co-Syndication Agent - Atlas Fidelity Bank — $67,500,000 (15.0%) — Documentation Agent - Commonwealth Capital Markets, Inc. — $67,500,000 (15.0%) — Lender
- **Interest Rate:** Adjusted Term SOFR + 350 basis points, with a SOFR floor of 0.00%. Default rate of an additional 200 basis points.
- **Fees:** Commitment fee of 50 basis points per annum on unused commitments (payable quarterly in arrears); letter of credit participation fee of 350 basis points; fronting fee of 12.5 basis points; annual administrative agent fee of $175,000 payable to Prescott National Bank.
- **Financial Covenants (tested quarterly on a trailing four-quarter basis):** - Maximum Total Leverage Ratio: 3.75x (Total Funded Debt to Consolidated EBITDA) - Minimum Interest Coverage Ratio: 3.00x (Consolidated EBITDA to Consolidated Interest Expense) - Maximum Annual Capital Expenditures: $45,000,000, with a one-year carry-forward of up to 50% of unused amounts (carry-forward cap of $22,500,000)
- **Maturity Date:** January 30, 2031 (approximately five years from anticipated signing).
- **Use of Proceeds:** (i) Refinancing of the existing $210,000,000 senior secured term loan dated March 15, 2021 between WAL and Prescott National Bank (outstanding principal balance of approximately $168,750,000 following scheduled amortization), (ii) working capital and general corporate purposes, (iii) permitted acquisitions, and (iv) capital expenditures in the ordinary course of business.
- **Collateral:** First-priority perfected security interest in substantially all assets of WAL and each Subsidiary Guarantor, including pledges of 100% of domestic subsidiary equity interests and mortgages on owned real property with appraised value exceeding $5,000,000 (three properties). Excluded assets include (a) classified government contracts and related receivables subject to the Assignment of Claims Act (41 U.S.C. § 6305), (b) certain leaseholds where landlord consent cannot be obtained after commercially reasonable efforts, and (c) motor vehicles with combined book value not exceeding $500,000.
- **CUSIP:** 96438LAA3.
**Items for Particular Attention**
We would like to flag the following items that may warrant particular attention from your team during your review:
1. **Excluded Assets — Classified Government Contracts.** The scope of the excluded assets carve-out for classified government contracts under the Assignment of Claims Act is an area we expect will require discussion, given WAL's active facility security clearances at the Herndon, Virginia and Huntsville, Alabama sites and the Department of Defense programs operated through Whitmore Defense Solutions, Inc. We have endeavored to draft this carve-out narrowly, and we welcome your input on the appropriate scope.
2. **Incremental (Accordion) Facility.** The conditions precedent to the exercise of the accordion feature, including the mechanics for existing and new lender consent and the pro forma covenant compliance testing, are set forth in Section 2.14 of the draft. We would appreciate your comments on this framework.
3. **Capital Expenditure Covenant Carry-Forward Mechanics.** The one-year carry-forward provision for unused CapEx amounts is reflected in Section 7.11(c). We are happy to discuss the mechanics and any adjustments the Agent may wish to propose.
4. **Existing Indebtedness Refinancing.** The representations and covenants relating to the existing term loan being refinanced and the mechanics for lien release upon payoff are addressed in Sections 4.20 and 6.15, respectively. We would welcome your review of these provisions to confirm they align with Prescott's expectations as both the existing lender and the incoming Administrative Agent.
**Comment Deadline and Scheduling**
We would appreciate it if Caldwell Pryor & Shea could circulate its markup and comments by **Friday, December 19, 2025**, in order to allow the parties sufficient time to negotiate and finalize the documentation ahead of the targeted signing in late January 2026. Of course, we are happy to schedule a call at any point in the interim to discuss any threshold issues, open questions, or preliminary comments on the drafts. Please let us know what works best for your team's schedule.
By way of update on the corporate authorization front, WAL's board and member resolutions authorizing the Facility and the related transactions are expected to be put up for approval in January 2026, and we will circulate those in due course.
**Administrative Notes**
Victoria Engstrom at Prescott National Bank and Gregory Alston and Sandra Petrova at WAL are copied on this message for their reference. Please do not hesitate to let us know if you would like us to provide Word versions of any of the attached documents in a different format or if comparison documents against the mandate letter term sheet would be helpful.
We look forward to working with you and your team on this transaction and appreciate your prompt attention to the attached drafts. Please do not hesitate to reach out with any questions in the meantime.
Thank you, and best regards,
Lisa Morrow Associate, Banking & Finance Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017 Direct: (212) 558-4732 Email: lmorrow@calderwoodharkness.com
C&H Matter No. 1019-00002
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**Attachments (8):** 1. Credit Agreement — Initial Draft (December 5, 2025) [Word] 2. Guarantee Agreement — Draft [Word] 3. Pledge and Security Agreement — Draft [Word] 4. Equity Pledge Agreement — Draft [Word] 5. Form of Compliance Certificate [Word] 6. Form of Borrowing Request [Word] 7. Form of Assignment and Assumption Agreement [Word] 8. Form of Solvency Certificate [Word]
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