Gregory and Sandra,
I hope you are both well. I am writing to provide a comprehensive status update on the post-closing security perfection deliverables required under the Credit Agreement dated January 30, 2026 (the "Credit Agreement"), among Whitmore Aerospace LLC ("WAL"), as Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent. As you know, the target date for delivery of post-closing security deliverables is February 14, 2026, and the outside Funding Deadline for satisfaction of all conditions precedent to initial funding is February 28, 2026. We continue to anticipate an initial draw date of March 1, 2026 for the refinancing of the Existing Facility. Below is a category-by-category breakdown of where things stand.
**1. UCC-1 Financing Statement Filings**
*Delaware Filings (4 filings) — All Complete and Confirmed:*
- UCC-1 filed with the Delaware Secretary of State against Whitmore Aerospace LLC as debtor, naming Prescott National Bank, N.A. as Collateral Agent as secured party — DE SOS Filing No. 5738291. Filed; acknowledgment copy received. - UCC-1 filed against Whitmore Propulsion Systems, Inc. as debtor — DE SOS Filing No. 6104873. Filed; acknowledgment copy received. - UCC-1 filed against Whitmore Avionics Holdings LLC as debtor — DE SOS Filing No. 6329017. Filed; acknowledgment copy received. - UCC-1 filed against Whitmore Precision Machining LLC as debtor — DE SOS Filing No. 6587204. Filed; acknowledgment copy received.
All four Delaware filings are complete and confirmed. No further action is needed on these items.
*Virginia Filing (1 filing) — Pending Confirmation:*
- UCC-1 filed with the Virginia State Corporation Commission against Whitmore Defense Solutions, Inc. (VA SCC Entity ID S3482917) as debtor, naming Prescott National Bank, N.A. as Collateral Agent as secured party. The filing has been submitted, but we have not yet received official acknowledgment/confirmation from the VA SCC. I am following up with the VA SCC directly and expect confirmation within the next few business days. I do not have any concern about timing on this item.
**2. UCC-3 Termination Statements (Existing Facility)**
UCC-3 termination statements have been prepared to terminate the existing UCC-1 filings securing the Existing Facility (the $210,000,000 senior secured term loan dated March 15, 2021):
- Delaware: File No. 2021-1483726 — termination statement prepared and will be filed upon payoff of the Existing Facility on the initial draw date. - Virginia: File No. 210315-00489 — termination statement prepared and will be filed upon payoff.
Under the Payoff Letter, Prescott National Bank has committed to file these UCC-3 terminations and discharge the existing mortgages upon receipt of the payoff amount (estimated at $169,312,500 as of March 1, 2026). We will coordinate timing of these filings with the initial draw.
**3. Mortgage Recordings**
*Virginia (Fairfax County) — Herndon, VA Property:*
The Deed of Trust encumbering 2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170 (appraised value $32,000,000), granted by WAL in favor of Prescott National Bank, N.A. as Collateral Agent, has been submitted for recording in Fairfax County. We expect the recorded instrument back within 7–10 business days. The existing mortgage on this property (Instrument No. 2021-035782, recorded March 18, 2021) will be discharged upon payoff of the Existing Facility.
*Alabama (Madison County) — Huntsville, AL Property:*
The Mortgage encumbering 7100 Redstone Gateway Boulevard, Huntsville, AL 35808 (appraised value $28,000,000), granted by Whitmore Propulsion Systems, Inc. in favor of Prescott National Bank, N.A. as Collateral Agent, has been submitted for recording in Madison County. We expect the recorded instrument back within 7–10 business days. The existing mortgage on this property (Book 2021, Page 4417, recorded March 19, 2021) will be discharged upon payoff of the Existing Facility.
*Kansas (Sedgwick County) — Wichita, KS Property:*
The Mortgage encumbering 4550 North Webb Road, Wichita, KS 67226 (appraised value $18,000,000), granted by Whitmore Precision Machining LLC in favor of Prescott National Bank, N.A. as Collateral Agent, is scheduled for recording in Sedgwick County early next week. There is no existing mortgage to discharge on this property under the Existing Facility, as this is a new mortgaged property. We are coordinating recording logistics with Maria Soto, Title Officer at Keystone National Title Services, LLC.
**4. Title Insurance Commitments / Policies**
Keystone National Title Services, LLC (Maria Soto) is coordinating ALTA title insurance policies for all three mortgaged properties:
- **Virginia property (Herndon):** Title commitment received. Final title policy to be issued upon recording of the Deed of Trust. - **Alabama property (Huntsville):** Title commitment received. Final title policy to be issued upon recording of the Mortgage. - **Kansas property (Wichita):** Title commitment still pending. Maria Soto has indicated it is expected by February 11–12, 2026. The final title policy will follow upon mortgage recording.
On the survey front, the as-built surveys for the Virginia and Alabama properties were previously obtained and are currently being updated. The Kansas survey is being coordinated alongside the title work.
**5. Phase I Environmental Site Assessments**
Creston Environmental Sciences, Inc. (retained by Prescott/the Administrative Agent) is conducting Phase I ESAs on all three manufacturing facilities (Herndon, VA; Huntsville, AL; Wichita, KS). Drafts for the Virginia and Alabama sites have been delivered to Prescott. The Kansas site assessment is in progress and expected to be completed by mid-February. I want to flag for your awareness that these are Agent-side deliverables being coordinated by Caldwell Pryor & Shea LLP (Raymond Okafor / Jennifer Tsai), but we are monitoring progress to ensure alignment with the overall post-closing timeline.
**6. Deposit Account Control Agreements (DACAs)**
DACAs are required for all operating accounts of WAL and each Subsidiary Guarantor, to be executed by the applicable account bank in favor of Prescott National Bank, N.A. as Collateral Agent. These are in process. WAL's primary operating accounts are held at Prescott National Bank, which simplifies execution for those accounts. For any subsidiary accounts held at other depository institutions, drafts have been circulated and are currently in negotiation.
Sandra, your team has been very helpful in providing account information, and I appreciate the responsiveness. I would ask that you confirm the complete list of all deposit accounts and securities accounts for WAL and each subsidiary (Whitmore Propulsion Systems, Inc., Whitmore Avionics Holdings LLC, Whitmore Defense Solutions, Inc., and Whitmore Precision Machining LLC) so that we can ensure no accounts are missed and finalize the DACA schedule. Our target is execution of all DACAs by February 14, 2026. This item may slip slightly past that date, but we expect completion well before the February 28 Funding Deadline.
**7. Insurance Endorsements**
Falconer Risk Advisors, Inc. (Daniel Herrera, Account Executive) is coordinating endorsements to WAL's property, casualty, and liability insurance policies naming Prescott National Bank, N.A. as Collateral Agent as additional insured and/or loss payee, as applicable. Daniel has confirmed that the endorsement requests have been submitted to WAL's carriers. Endorsements are expected to be issued within the next 7–10 business days. We will circulate copies to Caldwell Pryor & Shea for Agent review upon receipt.
**8. Intellectual Property Security Agreement Filings**
IP security agreement filings with the USPTO are required for registered patents, trademarks, and applications held by WAL and Whitmore Avionics Holdings LLC (the IP holding subsidiary). These filings are being prepared, and we expect to submit them by February 12, 2026.
**9. Timeline Assessment / Summary**
- **February 14, 2026 target date:** A number of items are on track to meet this target, including the UCC filings, the Virginia and Alabama mortgage recordings, the Virginia and Alabama title commitments, and the solvency certificate (which was already delivered at signing). A few items may slip past February 14 — specifically the Kansas title commitment, certain DACAs, and possibly the insurance endorsements and IP filings. - **February 28, 2026 Funding Deadline:** All post-closing deliverables are expected to be completed well in advance of this hard deadline. No items are currently at risk of missing the Funding Deadline. - **March 1, 2026 anticipated initial draw:** We remain on track for the initial draw and refinancing of the Existing Facility on this date, subject to satisfaction of all remaining conditions precedent.
**10. Action Items**
To keep things moving, I would appreciate your help on the following:
1. **Sandra:** Please confirm the complete list of all deposit accounts and securities accounts for WAL and each subsidiary (WPS, WAH, WDS, WPM) so we can finalize the DACA schedule. 2. **Gregory:** Please coordinate internally with Daniel Herrera at Falconer Risk Advisors to prioritize the insurance endorsement turnaround. 3. **Gregory:** Please confirm whether there are any additional registered IP assets at the USPTO beyond what was disclosed in the IP schedule to the Security Agreement. We want to ensure completeness of our IP filings.
I will continue to track all items against the Post-Closing Obligations Tracker and will circulate an updated status report by mid-week (around February 11). Victoria Engstrom at Prescott and the Caldwell Pryor & Shea team are also monitoring the post-closing timeline, and I am keeping them apprised of progress on our end.
Please do not hesitate to reach out if you have any questions in the meantime. If either of you would find it helpful, I am happy to schedule a brief call early next week to walk through the tracker together.
Best regards,
Marcus Leung Associate, Banking & Finance Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017 T: (212) 554-7183 E: mleung@calderwoodharkness.com