Dear All,
I am pleased to confirm that, as of today, January 30, 2026, all parties have executed and delivered the Credit Agreement and ancillary Loan Documents in connection with the $450,000,000 Senior Secured Revolving Credit Facility (CUSIP: 96438LAA3). The Credit Agreement, dated as of January 30, 2026, is among Whitmore Aerospace LLC, a Delaware limited liability company headquartered in Herndon, Virginia ("WAL" or 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. The Credit Agreement is governed by New York law.
Congratulations to all on reaching this milestone. Below is a summary of key items for the record and a roadmap for the work ahead.
**I. Summary of Executed Documents**
Signed signature pages have been received and released for each of the following:
1. **Credit Agreement** — $450,000,000 Senior Secured Revolving Credit Agreement, including a $400,000,000 revolving commitment, a $25,000,000 swingline sub-facility, and a $50,000,000 letter of credit sub-facility, with $100,000,000 in incremental accordion capacity, maturing January 30, 2031.
2. **Guarantee Agreement** — executed by the four Subsidiary Guarantors: Whitmore Propulsion Systems, Inc. ("WPS"), Whitmore Avionics Holdings LLC ("WAH"), Whitmore Defense Solutions, Inc. ("WDS"), and Whitmore Precision Machining LLC ("WPM").
3. **Pledge and Security Agreement** — granting a first-priority security interest in substantially all personal property of WAL and each Subsidiary Guarantor in favor of Prescott National Bank, N.A., as Collateral Agent.
4. **Equity Pledge Agreement** — covering 100% of the equity interests in each domestic subsidiary (membership interests in WAH and WPM; capital stock of WPS and WDS).
5. **Mortgages / Deeds of Trust** — (a) Deed of Trust on the Herndon, VA property (2400 Centennial Tower Drive, Fairfax County); (b) Mortgage on the Huntsville, AL property (7100 Redstone Gateway Boulevard, Madison County); and (c) Mortgage on the Wichita, KS property (4550 North Webb Road, Sedgwick County).
6. **Promissory Notes** — five notes, one for each Lender in the amount of its respective commitment: - Prescott National Bank, N.A. — $135,000,000 - Harborview Trust Company — $90,000,000 - Meridian Commercial Lending Corp. — $90,000,000 - Atlas Fidelity Bank — $67,500,000 - Commonwealth Capital Markets, Inc. — $67,500,000
7. **Solvency Certificate** — executed by Sandra Petrova, Chief Financial Officer of WAL.
8. **Secretary's / Officer's Certificates** — for each of WAL, WPS, WAH, WDS, and WPM, attaching organizational documents, board/member resolutions (approved January 22, 2026), incumbency certificates, and good standing certificates.
9. **Borrower's Counsel Legal Opinion** — Calderwood & Harkness LLP opinion addressed to the Administrative Agent and the Lenders.
10. **Supplemental Local Counsel Opinions** — Virginia (Calderwood & Harkness LLP, Washington, D.C. office), Alabama (Overstreet & Hawkins LLP), and Kansas (Bartley Predding LLP).
**II. Syndicate Composition**
The syndicate and commitment allocations are confirmed as follows:
| Lender
**III. Key Commercial Terms**
For convenience, a reminder of the principal commercial terms:
- **Interest Rate:** Adjusted Term SOFR + 350 bps (SOFR floor of 0.00%) - **Financial Covenants:** Maximum total leverage ratio of 3.75x; minimum interest coverage ratio of 3.00x; maximum annual capital expenditures of $45,000,000 (with 50% carry-forward of unused amounts, capped at $22,500,000) - **Commitment Fee:** 50 bps per annum on unused commitments - **Agent Fee:** $175,000 per annum to Prescott National Bank, N.A. - **Maturity:** January 30, 2031
**IV. Use of Proceeds / Initial Draw**
The initial draw is anticipated on or about March 1, 2026, and will be used primarily to refinance and pay off the existing $210,000,000 senior secured term loan dated March 15, 2021 (estimated payoff amount of approximately $169,312,500, comprising $168,750,000 in outstanding principal plus approximately $562,500 in accrued interest). Remaining proceeds will be used for working capital and general corporate purposes. Calderwood & Harkness will circulate the closing funds flow memorandum with wire instructions in advance of the initial draw.
**V. UCC Filings**
New UCC-1 financing statements are being filed in Delaware (for WAL, WPS, WAH, and WPM) and in Virginia with the Virginia State Corporation Commission (for WDS). UCC-3 termination statements for the existing facility (DE File No. 2021-1483726 and VA File No. 210315-00489) will be filed upon payoff of the existing term loan. Existing mortgage discharges in Fairfax County, Virginia and Madison County, Alabama will also be coordinated upon payoff.
**VI. Post-Closing Deliverables — Critical Dates**
While signing is now complete, certain conditions precedent to initial funding remain outstanding and are being tracked on the closing checklist. I want to highlight two critical dates:
**Target Date for Post-Closing Security Deliverables: February 14, 2026**
The following items must be delivered by this target date:
- Final ALTA title insurance policies from Keystone National Title Services, LLC for all three mortgaged properties - As-built surveys for each mortgaged property - Phase I environmental site assessments from Creston Environmental Sciences, Inc. - Deposit account control agreements for all WAL and subsidiary operating accounts - Insurance endorsements naming Prescott National Bank, N.A., as Collateral Agent, as additional insured / loss payee (being coordinated through Falconer Risk Advisors, Inc. / Daniel Herrera) - intellectual property security agreement filings with the United States Patent and Trademark Office
**Funding Deadline (Hard Outside Date): February 28, 2026**
All conditions precedent to initial funding must be satisfied or waived by this date.
Marcus Leung will be circulating a detailed post-closing obligations tracker early next week and will serve as the primary day-to-day contact for deliverable coordination. Gregory and Sandra, I would ask that you please coordinate internally with the broader Whitmore team to ensure timely delivery of all borrower-side items. If you anticipate any issues meeting the February 14 target on any deliverable, please flag them immediately so we can work through solutions.
**VII. Closing Remarks**
I want to thank everyone — Derek, Gregory, Sandra, Victoria, Raymond, Jennifer, Robert, Priya, Thomas, Angela, and all of your respective teams — for the considerable effort that went into reaching today's signing. This has been a well-coordinated process, and I am confident that we will complete the remaining post-closing deliverables on schedule.
Please note that executed signature pages are currently being compiled and that Calderwood & Harkness will distribute complete closing binders once all post-closing items have been finalized.
Please do not hesitate to reach out if you have any questions in the meantime.
Best regards,
Philip Hartmann Partner, Banking & Finance Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017 T: (212) 506-4100 D: (212) 506-4187 E: phartmann@calderwoodharkness.com
Matter No. 1019-00002
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