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SENIOR SECURED REVOLVING CREDIT AGREEMENT

$450,000,000

Dated as of January 30, 2026

among

WHITMORE AEROSPACE LLC, a Delaware limited liability company, as Borrower,

The SUBSIDIARY GUARANTORS party hereto,

The LENDERS party hereto,

PRESCOTT NATIONAL BANK, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender,

PRESCOTT NATIONAL BANK, N.A., as Sole Lead Arranger and Sole Bookrunner,

HARBORVIEW TRUST COMPANY and MERIDIAN COMMERCIAL LENDING CORP., as Co-Syndication Agents,

and

ATLAS FIDELITY BANK, as Documentation Agent

CUSIP Number: 96438LAA3

Governing Law: State of New York

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SCHEDULES

EXHIBITS

This SENIOR SECURED REVOLVING CREDIT AGREEMENT (this "Agreement"), dated as of January 30, 2026, is entered into among WHITMORE AEROSPACE LLC, a Delaware limited liability company (the "Borrower"), the SUBSIDIARY GUARANTORS party hereto from time to time (each a "Subsidiary Guarantor" and, together with the Borrower, collectively the "Loan Parties"), the LENDERS party hereto from time to time (each a "Lender" and, collectively, the "Lenders"), and PRESCOTT NATIONAL BANK, N.A., a national banking association, as Administrative Agent, Collateral Agent, and Swingline Lender (in such capacities, the "Administrative Agent", the "Collateral Agent", and the "Swingline Lender", respectively).

RECITALS

WHEREAS, the Borrower has requested that the Lenders provide a senior secured revolving credit facility in an aggregate principal amount of Four Hundred Fifty Million Dollars ($450,000,000), consisting of (a) revolving credit commitments in the aggregate principal amount of Four Hundred Million Dollars ($400,000,000), (b) a swingline sub-facility in the aggregate principal amount of Twenty-Five Million Dollars ($25,000,000), and (c) a letter of credit sub-facility in the aggregate stated amount of Fifty Million Dollars ($50,000,000), in each case on the terms and subject to the conditions set forth herein;

WHEREAS, the Borrower intends to use the proceeds of the credit facility to, among other things, (a) refinance the Existing Facility (as defined herein), (b) fund working capital and general corporate purposes of the Borrower and its Subsidiaries, (c) fund Permitted Acquisitions, and (d) fund Capital Expenditures in the ordinary course of business;

WHEREAS, each Subsidiary Guarantor has agreed to guarantee the Obligations of the Borrower under this Agreement and the other Loan Documents; and

WHEREAS, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 — Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below:

"Adjusted Term SOFR" means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for the applicable Interest Period, plus (b) the SOFR Adjustment (if any); provided that if Adjusted Term SOFR as so determined shall ever be less than the SOFR Floor, then Adjusted Term SOFR shall be deemed to be the SOFR Floor for purposes of this Agreement.

"Administrative Agent" means Prescott National Bank, N.A., a national banking association organized and existing under the laws of the United States, in its capacity as administrative agent for the Lenders under this Agreement and the other Loan Documents, and its successors and assigns in such capacity. The address of the Administrative Agent for purposes of notices and other communications hereunder is 550 South Tryon Street, Charlotte, North Carolina 28202, with a copy to 245 Park Avenue, 12th Floor, New York, New York 10167, Attention: Victoria Engstrom, Managing Director, Leveraged Finance.

"Administrative Agent's Counsel" means Caldwell Pryor & Shea LLP, with offices at 300 Madison Avenue, 22nd Floor, New York, New York 10017, Attention: Raymond Okafor.

"Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the Person specified. For purposes of this definition, "Control" (including the terms "Controlled by" and "under common Control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to Control another Person if such first Person owns, directly or indirectly, more than fifty percent (50%) of the voting securities or equivalent equity interests of such other Person.

"Agent Fee" means a fee of One Hundred Seventy-Five Thousand Dollars ($175,000) per annum, payable by the Borrower to the Administrative Agent in accordance with Section 2.09(d).

"Agreement" or "Credit Agreement" means this Senior Secured Revolving Credit Agreement, dated as of January 30, 2026, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Applicable Percentage" means, with respect to any Lender at any time, the percentage of the Total Commitment represented by such Lender's Commitment at such time, as set forth on Schedule 2.01 (or in the most recent Assignment and Assumption to which such Lender is a party). If the Commitments have been terminated or have expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments made pursuant to Section 10.04.

"Applicable Rate" means (a) with respect to Revolving Credit Loans that are SOFR Loans and Swingline Loans, three hundred fifty (350) basis points (3.50%) per annum, and (b) with respect to Revolving Credit Loans that are Base Rate Loans, two hundred fifty (250) basis points (2.50%) per annum. The Default Rate shall be determined in accordance with the definition set forth below and Section 2.08(c).

"Assignment and Assumption" means an assignment and assumption agreement entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required under Section 10.04), and accepted by the Administrative Agent, substantially in the form of Exhibit D or any other form (including electronic documentation generated by the use of an electronic platform) approved by the Administrative Agent.

"Assignment of Claims Act" means the federal Assignment of Claims Act, codified at 31 U.S.C. Section 3727 and 41 U.S.C. Section 6305, as amended from time to time.

"Base Rate" means, for any day, a rate per annum equal to the highest of (a) the Federal Funds Rate in effect on such day plus fifty (50) basis points (0.50%), (b) the Prime Rate in effect on such day, and (c) Adjusted Term SOFR for a one-month Interest Period in effect on such day plus one hundred (100) basis points (1.00%). Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate, or Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate, or Adjusted Term SOFR, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.14, then the Base Rate shall be the higher of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

"Base Rate Loan" means a Revolving Credit Loan or Swingline Loan bearing interest based on the Base Rate.

"Borrower" means Whitmore Aerospace LLC, a Delaware limited liability company (EIN: 82-3194567; Delaware Secretary of State Filing No. 5738291), with its principal office at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170, and its successors and permitted assigns.

"Borrower's Counsel" means Calderwood & Harkness LLP, with offices at 780 Third Avenue, New York, New York 10017, Attention: Philip Hartmann.

"Borrowing Request" means a request by the Borrower for a Revolving Credit Borrowing in accordance with Section 2.02, substantially in the form of Exhibit A.

"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a SOFR Loan, the term "Business Day" shall also exclude any day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

"Capital Expenditures" means, for any period, all expenditures of the Borrower and its Subsidiaries determined on a consolidated basis that, in accordance with GAAP, would be classified as capital expenditures, including expenditures for the acquisition or construction of property, plant, and equipment, and all renewals, improvements, and replacements thereof, but excluding (a) expenditures made with proceeds of insurance or condemnation awards, (b) expenditures constituting the purchase price of a Permitted Acquisition, and (c) expenditures that are financed with the cash proceeds of equity contributions to the Borrower that are specifically designated by the Borrower as excluded Capital Expenditures. Capital Expenditures shall be subject to the annual cap and carry-forward provisions set forth in Section 7.03.

"Change of Control" means the occurrence of any of the following: (a) Ridgeway Capital Partners Fund IV, LP and its Affiliates shall at any time cease to own, directly or indirectly, at least fifty-one percent (51%) of the equity interests in the Borrower (measured by voting power and economic interest); (b) any "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended), other than Ridgeway and its Affiliates, shall at any time acquire, directly or indirectly, beneficial ownership of more than fifty percent (50%) of the voting interests in the Borrower; or (c) the Borrower shall at any time cease to own, directly, one hundred percent (100%) of the equity interests in each Subsidiary Guarantor.

"Closing Date" means January 30, 2026.

"Collateral" means all assets and property of the Loan Parties that are subject to the Security Documents, including all personal property covered by the Security Agreement, all pledged equity interests covered by the Pledge Agreement, and all real property covered by the Mortgages, but excluding Excluded Assets.

"Collateral Agent" means Prescott National Bank, N.A., a national banking association, in its capacity as collateral agent for the Secured Parties under the Security Documents, and its successors and assigns in such capacity.

"Commitment" means, as to each Lender, the amount set forth opposite such Lender's name on Schedule 2.01, or in the most recent Assignment and Assumption to which such Lender is a party, as such amount may be reduced or increased pursuant to Section 2.06, Section 2.15, or Section 10.04. The aggregate Commitments of all Lenders on the Closing Date equal Four Hundred Fifty Million Dollars ($450,000,000).

"Commitment Fee" means the fee payable pursuant to Section 2.09(a), calculated at a rate of fifty (50) basis points (0.50%) per annum on the average daily unused Commitments.

"Commonwealth Capital Markets" means Commonwealth Capital Markets, Inc., a Massachusetts corporation, in its capacity as a Lender hereunder.

"Compliance Certificate" means a certificate of a Responsible Officer of the Borrower, substantially in the form of Exhibit B, delivered in accordance with Section 5.01(c).

"Consolidated EBITDA" means, for any period, Consolidated Net Income for such period plus, without duplication and to the extent deducted in determining Consolidated Net Income, the sum of (a) Consolidated Interest Expense for such period, (b) income tax expense (including federal, state, local, and foreign income taxes) for such period, (c) depreciation expense for such period, (d) amortization expense for such period, (e) non-cash stock-based compensation expense for such period, (f) non-cash charges and losses (other than any non-cash charge that represents an accrual of or reserve for cash expenditures in any future period) for such period, (g) transaction costs, fees, and expenses incurred in connection with the consummation of the transactions contemplated by this Agreement and any Permitted Acquisition, in an aggregate amount not to exceed the amount actually incurred, (h) restructuring charges in an amount not to exceed Five Million Dollars ($5,000,000) in any fiscal year, and (i) other non-recurring charges and expenses approved by the Administrative Agent in its reasonable discretion; minus, without duplication, (x) non-cash gains and non-cash income included in Consolidated Net Income for such period and (y) extraordinary gains included in Consolidated Net Income for such period; in each case determined on a consolidated basis for the Borrower and its Subsidiaries in accordance with GAAP.

"Consolidated Interest Expense" means, for any period, all interest, premium payments, debt discount, fees, charges, and related expenses of the Borrower and its Subsidiaries (on a consolidated basis and determined in accordance with GAAP) in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, together with all amounts paid or payable under any hedging agreement with respect to interest rates.

"Consolidated Net Income" means, for any period, the net income (or loss) of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or loss) of any Person that is not a Subsidiary of the Borrower, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or a Subsidiary thereof by such Person during such period, and (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any Subsidiary.

"CUSIP" means 96438LAA3, as assigned by the CUSIP Global Services managed on behalf of the American Bankers Association.

"Default" means any event or condition that constitutes an Event of Default or that, upon notice, lapse of time, or both, would constitute an Event of Default.

"Default Rate" means an interest rate per annum equal to the Applicable Rate then in effect plus two hundred (200) basis points (2.00%) per annum, applicable to all Obligations during the existence and continuance of an Event of Default, as more fully set forth in Section 2.08(c).

"Eligible Assignee" means any Person that meets the requirements to be an assignee under Section 10.04(a), subject to such consents, if any, as may be required thereunder.

"Environmental Laws" means all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements, or governmental restrictions relating to pollution, the protection of the environment, or the release of any materials into the environment, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), and the Clean Air Act (42 U.S.C. Section 7401 et seq.).

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"ERISA Event" means (a) any "reportable event" as defined in Section 4043 of ERISA with respect to a Plan (other than events for which the 30-day notice period has been waived), (b) any failure to satisfy the minimum funding standards under Section 412 of the Internal Revenue Code or Section 302 of ERISA, (c) the filing of a notice of intent to terminate any Plan under Section 4041(c) of ERISA, (d) the termination of any Plan by the Pension Benefit Guaranty Corporation, (e) the appointment of a trustee to administer any Plan under Section 4042 of ERISA, or (f) the incurrence by the Borrower or any ERISA Affiliate of any liability under Title IV of ERISA.

"Event of Default" has the meaning set forth in Section 8.01.

"Excluded Assets" means (a) classified government contracts and receivables arising thereunder that are subject to the Assignment of Claims Act and for which assignment is prohibited or restricted by applicable government contract terms, (b) leasehold interests in real property where landlord consent to the granting of a Lien cannot be obtained after the exercise of commercially reasonable efforts by the applicable Loan Party, and (c) motor vehicles and other assets subject to certificates of title to the extent the aggregate book value thereof does not exceed Five Hundred Thousand Dollars ($500,000) at any time.

"Existing Facility" means that certain Two Hundred Ten Million Dollar ($210,000,000) senior secured term loan credit agreement, dated as of March 15, 2021, 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.

"Extraordinary Receipts" means any cash received by or paid to or for the account of any Loan Party outside the ordinary course of business, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards, indemnity payments, and purchase price adjustments, but excluding proceeds of Asset Sales.

"Federal Funds Rate" means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day's federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate.

"Fronting Fee" means a fee of twelve and one-half (12.5) basis points (0.125%) per annum on the stated amount of each outstanding Letter of Credit, payable quarterly in arrears to the LC Issuer in accordance with Section 2.09(c).

"Funding Deadline" means February 28, 2026, which is the latest date by which the post-closing conditions set forth in Section 3.03 must be satisfied (unless otherwise agreed by the Administrative Agent).

"GAAP" means generally accepted accounting principles in the United States of America, as in effect from time to time, applied on a consistent basis, subject to Section 1.03.

"Governmental Authority" means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government, including the Department of Defense, the Defense Counterintelligence and Security Agency, the Directorate of Defense Trade Controls, the Bureau of Industry and Security, and the Committee on Foreign Investment in the United States.

"Guarantee Agreement" means that certain Guarantee Agreement, dated as of the Closing Date, by and among the Subsidiary Guarantors and the Administrative Agent for the benefit of the Secured Parties, as it may be amended, restated, supplemented, or otherwise modified from time to time.

"Incremental Facility" has the meaning set forth in Section 2.15 and means additional revolving credit commitments or term loan commitments in an aggregate principal amount not to exceed One Hundred Million Dollars ($100,000,000), on the terms and subject to the conditions set forth in Section 2.15.

"Indebtedness" means, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables in the ordinary course of business), (e) all obligations of such Person as lessee under capital leases, (f) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances, (g) all obligations of such Person under letters of credit (including standby and commercial letters of credit), (h) all Indebtedness of other Persons secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, and (i) all Guaranty Obligations of such Person.

"Interest Coverage Ratio" means, as of the last day of any fiscal quarter, the ratio of (a) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended to (b) Consolidated Interest Expense for such period. The minimum Interest Coverage Ratio shall be 3.00 to 1.00, tested quarterly on a trailing four-quarter basis in accordance with Section 7.02.

"Interest Period" means, with respect to each SOFR Loan, the period commencing on the date of such SOFR Loan or the last day of the immediately preceding Interest Period applicable to such SOFR Loan, and ending on the numerically corresponding day in the calendar month that is one (1), three (3), or six (6) months thereafter (in each case, subject to availability), as the Borrower may elect in the applicable Borrowing Request; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (c) no Interest Period shall extend beyond the Maturity Date.

"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time.

"LC Exposure" means, at any time, the sum of (a) the aggregate undrawn stated amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time.

"LC Fee" means a fee of three hundred fifty (350) basis points (3.50%) per annum on the daily stated amount of each outstanding Letter of Credit, payable quarterly in arrears in accordance with Section 2.09(b).

"LC Issuer" means Prescott National Bank, N.A., in its capacity as issuer of Letters of Credit hereunder, or any other Lender that has agreed to issue Letters of Credit hereunder pursuant to arrangements satisfactory to the Administrative Agent and the Borrower.

"LC Request" means a request by the Borrower for the issuance, amendment, renewal, or extension of a Letter of Credit, in form and substance satisfactory to the LC Issuer and the Administrative Agent.

"LC Sub-Facility" means the sub-limit for Letters of Credit in the aggregate stated amount of Fifty Million Dollars ($50,000,000), which sub-limit is part of, and not in addition to, the Revolving Credit Commitment.

"Lender" or "Lenders" means the financial institutions listed on Schedule 2.01 and their respective successors and permitted assigns, including each financial institution that becomes a party hereto pursuant to an Assignment and Assumption.

"Letter of Credit" means any standby letter of credit or commercial letter of credit issued by the LC Issuer pursuant to Section 2.04 for the account of the Borrower.

"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority, or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right-of-way, or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

"Loan Documents" means this Agreement, the Guarantee Agreement, the Security Agreement, the Pledge Agreement, the Mortgages, each Promissory Note (if any), each Compliance Certificate, each Borrowing Request, each LC Request, the Fee Letter, and all other documents, instruments, agreements, and certificates executed and delivered in connection herewith, as each may be amended, restated, supplemented, or otherwise modified from time to time.

"Loan Party" means the Borrower and each Subsidiary Guarantor, and "Loan Parties" means all of them collectively.

"Material Adverse Effect" means a material adverse effect on (a) the business, assets, operations, properties, or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its material obligations under any Loan Document to which it is a party, or (c) the rights of, or benefits or remedies available to, the Administrative Agent and the Lenders under the Loan Documents.

"Material Contract" means any contract, agreement, license, or other arrangement (including any prime contract or subcontract with the United States Government or any agency thereof) to which the Borrower or any Subsidiary is a party (other than the Loan Documents) that involves aggregate consideration in excess of Ten Million Dollars ($10,000,000) or is otherwise material to the business, operations, or financial condition of the Borrower and its Subsidiaries taken as a whole.

"Maturity Date" means January 30, 2031; provided that if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.

"Maximum Total Leverage Ratio" means the ratio, determined as of the last day of each fiscal quarter on a trailing four-quarter basis, of (a) Total Funded Debt as of such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date. The covenant maximum for the Maximum Total Leverage Ratio is 3.75 to 1.00, as set forth in Section 7.01.

"Mortgage" means each deed of trust, mortgage, deed to secure debt, and security agreement covering any real property of a Loan Party, executed and delivered by such Loan Party in favor of (or for the benefit of) the Collateral Agent for the benefit of the Secured Parties, as each may be amended, restated, supplemented, or otherwise modified from time to time. As of the Closing Date, the Mortgages include: (a) the Deed of Trust on the property located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170, owned by the Borrower (appraised value of Thirty-Two Million Dollars ($32,000,000)), to be recorded in Fairfax County, Virginia; (b) the Mortgage on the property located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808, owned by Whitmore Propulsion Systems, Inc. (appraised value of Twenty-Eight Million Dollars ($28,000,000)), to be recorded in Madison County, Alabama; and (c) the Mortgage on the property located at 4550 North Webb Road, Wichita, Kansas 67226, owned by Whitmore Precision Machining LLC (appraised value of Eighteen Million Dollars ($18,000,000)), to be recorded in Sedgwick County, Kansas.

"Mortgage Threshold" means Five Million Dollars ($5,000,000) in appraised value, as the threshold for requiring delivery of a Mortgage on any owned real property of a Loan Party.

"Net Cash Proceeds" means, with respect to any Asset Sale or Extraordinary Receipt, the aggregate cash proceeds (including any cash proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment) received by any Loan Party from such event, net of (a) reasonable attorneys' fees, accountants' fees, investment banking fees, survey costs, title insurance premiums, and related closing costs, (b) taxes paid or payable as a result thereof, and (c) amounts required to be applied to the repayment of Indebtedness secured by a Permitted Lien on the asset that is the subject of such event.

"NISPOM" means the National Industrial Security Program Operating Manual (32 C.F.R. Part 117), as amended from time to time.

"Obligations" means all advances to, and debts, liabilities, obligations, covenants, and duties of, any Loan Party arising under any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Law naming such Loan Party as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

"Permitted Acquisition" means any acquisition by the Borrower or any Subsidiary of all or substantially all the assets of, or all or substantially all the equity interests in, another Person or a division or line of business of another Person, in each case that satisfies the following conditions: (a) no Default or Event of Default shall exist before or after giving effect thereto, (b) after giving effect thereto on a Pro Forma Basis, the Borrower shall be in compliance with all financial covenants set forth in Article VII, (c) the Administrative Agent shall have received a Compliance Certificate demonstrating pro forma compliance at least fifteen (15) days prior to consummation (or such shorter period as the Administrative Agent may agree), (d) the acquired Person or assets are in a line of business permitted hereunder, and (e) with respect to any acquisition involving aggregate consideration in excess of Twenty-Five Million Dollars ($25,000,000), either (i) the consent of the Administrative Agent (not to be unreasonably withheld) shall have been obtained, or (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that the pro forma Maximum Total Leverage Ratio would not exceed 3.25 to 1.00 after giving effect thereto.

"Permitted Liens" has the meaning set forth in Section 6.02.

"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority, or other entity.

"Plan" means any "employee benefit plan" (as defined in Section 3(3) of ERISA) that is maintained or contributed to by the Borrower or any of its ERISA Affiliates and that is subject to Title IV of ERISA.

"Pledge Agreement" means that certain Pledge Agreement, dated as of the Closing Date, by and among the Borrower and the Collateral Agent for the benefit of the Secured Parties, pursuant to which the Borrower has pledged one hundred percent (100%) of the equity interests in each domestic Subsidiary, as it may be amended, restated, supplemented, or otherwise modified from time to time.

"Prime Rate" means the rate of interest per annum last quoted by The Wall Street Journal as the "Prime Rate" in the United States, or if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board of Governors of the Federal Reserve System in Federal Reserve Statistical Release H.15 as the "bank prime loan" rate.

"Pro Forma Basis" means, with respect to compliance with any test or covenant hereunder or any calculation of any financial ratio, that the applicable transaction and any related Indebtedness incurred or to be incurred, Indebtedness assumed or to be assumed, and Indebtedness repaid or to be repaid in connection therewith shall be deemed to have occurred as of the first day of the relevant four-quarter trailing period, with Consolidated EBITDA calculated on a pro forma basis giving effect to the acquisition, disposition, or other applicable transaction for such period as if such transaction had occurred on the first day thereof.

"Promissory Note" means a promissory note of the Borrower payable to a Lender, substantially in the form of Exhibit C.

"Required Lenders" means, at any time, Lenders holding more than fifty percent (50%) of the aggregate outstanding Commitments (or, if the Commitments have been terminated, the aggregate outstanding principal amount of the Loans plus LC Exposure plus Swingline Loans) at such time; provided that the Commitment of, and the portion of the total outstanding amount of Loans, LC Exposure, and Swingline Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

"Responsible Officer" means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, general counsel, or secretary of a Loan Party, or any other officer designated in writing by an authorized representative of such Loan Party and acceptable to the Administrative Agent.

"Revolving Credit Commitment" means Four Hundred Million Dollars ($400,000,000), representing the maximum aggregate principal amount of Revolving Credit Loans available to be made by the Lenders hereunder, subject to adjustment as provided herein. The Revolving Credit Commitment is a sub-component of the Total Commitment.

"Revolving Credit Loan" means a loan made by a Lender pursuant to Section 2.01.

"Ridgeway" means Ridgeway Capital Partners Fund IV, LP, a Delaware limited partnership (EIN: 83-1267450), managed by its general partner Ridgeway Capital Partners LLC, a Delaware limited liability company, with offices at 399 Park Avenue, 28th Floor, New York, New York 10022, and its Affiliates.

"Sanctions" means any economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by (a) the U.S. government, including those administered by OFAC, the U.S. Department of State, or the U.S. Department of Commerce, (b) the United Nations Security Council, (c) the European Union, (d) His Majesty's Treasury of the United Kingdom, or (e) any other applicable sanctioning authority.

"Sanctioned Country" means, at any time, a country, region, or territory that is itself the subject of or target of any comprehensive Sanctions (as of the Closing Date, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine).

"Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, or His Majesty's Treasury of the United Kingdom, (b) any Person operating, organized, or resident in a Sanctioned Country, or (c) any Person owned or controlled by any such Person described in clauses (a) or (b).

"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the LC Issuer, the Swingline Lender, and each other holder of Obligations from time to time.

"Security Agreement" means that certain Pledge and Security Agreement, dated as of the Closing Date, by and among the Borrower, the Subsidiary Guarantors, and the Collateral Agent for the benefit of the Secured Parties, as it may be amended, restated, supplemented, or otherwise modified from time to time.

"Security Documents" means, collectively, the Security Agreement, the Pledge Agreement, the Mortgages, and all other security agreements, pledge agreements, collateral assignments, and similar agreements delivered pursuant to or in connection with this Agreement, as each may be amended, restated, supplemented, or otherwise modified from time to time.

"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator), published on the Federal Reserve Bank of New York's website (or any successor source).

"SOFR Adjustment" means zero basis points (0.00%).

"SOFR Floor" means zero percent (0.00%) per annum.

"SOFR Loan" means a Revolving Credit Loan bearing interest at a rate based on Adjusted Term SOFR.

"Solvent" and "Solvency" mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the assets of such Person exceeds all liabilities (including contingent liabilities) of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities (including contingent liabilities) as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay such debts and liabilities as they mature, and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person's property would constitute an unreasonably small capital.

"Subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership, association, or other entity (a) the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, or (b) of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests, are, as of such date, owned, controlled, or held by the parent or one or more subsidiaries of the parent.

"Subsidiary Guarantor" or "Guarantor" means each of (a) Whitmore Propulsion Systems, Inc., a Delaware corporation (EIN: 84-2057831; Delaware Secretary of State Filing No. 6104873), (b) Whitmore Avionics Holdings LLC, a Delaware limited liability company (EIN: 85-6723901; Delaware Secretary of State Filing No. 6329017), (c) Whitmore Defense Solutions, Inc., a Virginia corporation (EIN: 54-3891204; Virginia State Corporation Commission Entity ID S3482917), and (d) Whitmore Precision Machining LLC, a Delaware limited liability company (EIN: 86-4502178; Delaware Secretary of State Filing No. 6587204), and each other Person that becomes a Subsidiary Guarantor pursuant to Section 5.09, in each case until such Person's Guaranty is released in accordance with the terms hereof.

"Swingline Lender" means Prescott National Bank, N.A., in its capacity as swingline lender hereunder, and its successors and assigns in such capacity.

"Swingline Loan" means a loan made by the Swingline Lender to the Borrower pursuant to Section 2.03.

"Swingline Sub-Facility" means the sub-limit for Swingline Loans in the aggregate principal amount of Twenty-Five Million Dollars ($25,000,000), which sub-limit is part of, and not in addition to, the Revolving Credit Commitment.

"Term SOFR" means the forward-looking term rate based on SOFR for the applicable Interest Period as published by the CME Group Benchmark Administration Limited (or any successor administrator acceptable to the Administrative Agent).

"Total Commitment" means the aggregate of the Commitments of all Lenders, which on the Closing Date equals Four Hundred Fifty Million Dollars ($450,000,000), as such amount may be reduced pursuant to Section 2.06 or increased pursuant to Section 2.15.

"Total Funded Debt" means, as of any date of determination, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries on a consolidated basis that constitutes (a) Indebtedness for borrowed money, (b) obligations under capital leases, and (c) purchase money obligations, in each case outstanding as of such date. For the avoidance of doubt, Total Funded Debt shall include all amounts outstanding under this Agreement and any Incremental Facility, but shall exclude undrawn letters of credit and contingent obligations.

"UCC" means the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction.

Section 1.02 — Other Interpretive Provisions

For purposes of this Agreement, unless otherwise specified herein:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document (including this Agreement) shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "herein," "hereof," and "hereunder," and words of similar import when used in this Agreement, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, or supplemented from time to time, and (vi) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.

(b) The table of contents and headings appearing in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

(c) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including"; the words "to" and "until" each mean "to but excluding"; and the word "through" means "to and including."

(d) Section, subsection, schedule, and exhibit references are to this Agreement unless otherwise specified.

Section 1.03 — Accounting Terms

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, except as otherwise specifically prescribed herein.

(b) Notwithstanding anything to the contrary herein, at any time after the Closing Date, the Borrower may elect, by written notice to the Administrative Agent, to freeze GAAP as of a specified date for purposes of calculating compliance with the financial covenants set forth in Article VII (a "GAAP Freeze Election"). If the Borrower makes a GAAP Freeze Election, all financial covenants and the defined terms used therein shall thereafter be calculated and interpreted in accordance with GAAP as in effect on the date specified in such notice, without giving effect to any changes to GAAP occurring after such date. Any GAAP Freeze Election shall be irrevocable.

(c) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders, and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement together with a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Section 1.04 — Rounding

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number) to two (2) decimal places.

Section 1.05 — Times of Day

Unless otherwise specified, all references herein to times of day shall be references to New York City time (Eastern Time).

Section 1.06 — Letter of Credit Amounts

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time. All Letter of Credit amounts shall be denominated in Dollars.

Section 1.07 — SOFR Benchmark Replacement

(a) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to Term SOFR, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on or after such Benchmark Replacement Date without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document.

(b) In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes in connection therewith. Any determination, decision, or election that may be made by the Administrative Agent pursuant to this Section 1.07, including any determination with respect to a tenor, rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance, or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 1.07.

(d) If Term SOFR becomes unavailable, the Administrative Agent and the Borrower may amend this Agreement to replace Term SOFR with a replacement benchmark selected by the Administrative Agent with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned, or delayed), consistent with the Alternative Reference Rates Committee ("ARRC") recommended fallback language or any evolving or then-prevailing market convention for determining a benchmark rate for similar U.S. dollar-denominated credit facilities at such time. Such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders, unless the Required Lenders deliver written notice of objection to the Administrative Agent prior to such time.

(e) For purposes of this Section 1.07: (i) "Benchmark Replacement" means the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (A) the sum of (I) Daily Simple SOFR and (II) the related Benchmark Replacement Adjustment; or (B) the sum of (I) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower, giving due consideration to any evolving or then-prevailing market convention, and (II) the related Benchmark Replacement Adjustment; (ii) "Benchmark Replacement Date" means the earliest to occur of (A) the date of the public statement or publication of information referenced in the definition of "Benchmark Transition Event" and (B) a date determined by the Administrative Agent in its reasonable discretion; and (iii) "Benchmark Transition Event" means the occurrence of a public statement or publication of information by or on behalf of the administrator of Term SOFR (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all available tenors of Term SOFR permanently or indefinitely.

ARTICLE II — THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01 — Revolving Credit Loans

(a) Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Credit Loans to the Borrower from time to time, on any Business Day during the period from and including the Closing Date to but excluding the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender's Commitment; provided that, after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Total Commitment, and (ii) the aggregate outstanding amount of each Lender's Revolving Credit Loans, together with such Lender's Applicable Percentage of the outstanding amount of all Swingline Loans and LC Exposure, shall not exceed such Lender's Commitment. Within the foregoing limits and subject to the terms, conditions, and limitations set forth herein, the Borrower may borrow, prepay, and reborrow Revolving Credit Loans.

(b) The Revolving Credit Commitment is Four Hundred Million Dollars ($400,000,000). The Total Commitment (which includes the Revolving Credit Commitment, the Swingline Sub-Facility, and the LC Sub-Facility, with the Swingline Sub-Facility and the LC Sub-Facility being sub-limits within the Revolving Credit Commitment) is Four Hundred Fifty Million Dollars ($450,000,000). Each Lender's Commitment and Applicable Percentage are set forth on Schedule 2.01.

Section 2.02 — Borrowing Requests; Revolving Credit Borrowings

(a) Each Revolving Credit Borrowing shall be made upon the Borrower's delivery of a duly completed Borrowing Request, substantially in the form of Exhibit A, to the Administrative Agent not later than 1:00 p.m. (New York City time) (i) three (3) Business Days prior to the requested date of any Borrowing of SOFR Loans, or (ii) one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans. Each such Borrowing Request shall be irrevocable and shall be signed by a Responsible Officer of the Borrower.

(b) Each Borrowing Request shall specify (i) the requested date of the Borrowing (which shall be a Business Day), (ii) the aggregate principal amount of Revolving Credit Loans to be borrowed (which shall be in a minimum aggregate principal amount of Five Million Dollars ($5,000,000) and integral multiples of One Million Dollars ($1,000,000) in excess thereof, or, if less, the entire remaining amount of the unused Total Commitment), (iii) the type of Revolving Credit Loans to be borrowed (SOFR Loans or Base Rate Loans), (iv) in the case of SOFR Loans, the initial Interest Period applicable thereto (one (1), three (3), or six (6) months), and (v) the location and number of the Borrower's account to which funds are to be disbursed.

(c) Promptly following receipt of a Borrowing Request, the Administrative Agent shall notify each Lender of such Lender's Applicable Percentage of the applicable Revolving Credit Borrowing. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of a Revolving Credit Borrowing that such Lender will not make available to the Administrative Agent its portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available on such date in accordance with Section 2.12 and may, in reliance upon such assumption, make a corresponding amount available to the Borrower.

(d) Each Lender shall make each Revolving Credit Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m. (New York City time) to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by crediting the account of the Borrower designated in the applicable Borrowing Request.

Section 2.03 — Swingline Loans

(a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time, on any Business Day during the period from and including the Closing Date to but excluding the Maturity Date, in an aggregate principal amount at any time outstanding not to exceed Twenty-Five Million Dollars ($25,000,000); provided that (i) after giving effect to any Swingline Loan, the Total Revolving Credit Outstandings shall not exceed the Total Commitment, and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any then-outstanding Swingline Loan. Each Swingline Loan shall be a Base Rate Loan.

(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent and the Swingline Lender of such request by telephone (confirmed promptly by electronic means), not later than 1:00 p.m. (New York City time) on the requested borrowing date. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan, which shall be in a minimum aggregate principal amount of Five Hundred Thousand Dollars ($500,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof.

(c) The Swingline Lender shall make each Swingline Loan available to the Borrower by 3:00 p.m. (New York City time) on the requested borrowing date by crediting the account of the Borrower designated for such purpose. Outstanding Swingline Loans reduce availability under the Revolving Credit Commitment on a dollar-for-dollar basis.

(d) The Swingline Lender, at any time and from time to time in its sole and absolute discretion, may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender to so request), that each Lender make a Revolving Credit Loan in an amount equal to such Lender's Applicable Percentage of the amount of Swingline Loans then outstanding. Such request shall be made in writing (including by electronic means) and in accordance with the requirements of Section 2.02, without regard to the minimum amount or the multiples specified therein, but subject to the conditions set forth in Section 3.02. The Swingline Lender shall notify each Lender of the applicable Revolving Credit Borrowing by 12:00 noon (New York City time) on the Business Day prior to the settlement date, and each Lender shall make the proceeds of its Revolving Credit Loan directly available to the Swingline Lender by 1:00 p.m. (New York City time) on such settlement date in immediately available funds.

(e) If, for any reason, a Revolving Credit Borrowing cannot be made pursuant to the settlement procedures set forth in clause (d) above to repay such Swingline Loan, each Lender severally agrees to purchase a participation interest in the outstanding Swingline Loans equal to such Lender's Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, without any further action by the Swingline Lender or any other Lender.

Section 2.04 — Letters of Credit

(a) General. Subject to the terms and conditions set forth herein, the LC Issuer agrees to issue, amend, renew, or extend Letters of Credit for the account of the Borrower from time to time during the period from and including the Closing Date to but excluding the date that is five (5) Business Days prior to the Maturity Date, in an aggregate stated amount at any time outstanding not to exceed Fifty Million Dollars ($50,000,000); provided that, after giving effect to any issuance, amendment, renewal, or extension of any Letter of Credit, (i) the Total Revolving Credit Outstandings shall not exceed the Total Commitment, and (ii) the aggregate LC Exposure shall not exceed the LC Sub-Facility. Letters of Credit issued hereunder reduce availability under the Revolving Credit Commitment on a dollar-for-dollar basis with respect to the aggregate stated amount thereof.

(b) Issuance, Amendment, Renewal, and Extension of Letters of Credit. To request the issuance of a Letter of Credit (or the amendment, renewal, or extension of an outstanding Letter of Credit), the Borrower shall deliver an LC Request to the LC Issuer and the Administrative Agent at least three (3) Business Days (or such shorter period as the LC Issuer may agree in any particular instance) prior to the proposed issuance date (or the date of such amendment, renewal, or extension). Each LC Request shall be in writing and shall include such information as is customarily required by the LC Issuer.

(c) Expiration Date. No Letter of Credit shall have an expiration date later than the earlier of (i) the date that is one (1) year after the date of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one (1) year after such renewal or extension), subject to auto-renewal provisions acceptable to the LC Issuer, and (ii) the date that is five (5) Business Days prior to the Maturity Date. The LC Issuer shall have no obligation to renew or extend any Letter of Credit if an Event of Default has occurred and is continuing at the time of such requested renewal or extension.

(d) LC Fees and Fronting Fee. The Borrower shall pay the following fees with respect to each outstanding Letter of Credit:

(i) An LC Fee equal to three hundred fifty (350) basis points (3.50%) per annum on the daily stated amount of each outstanding Letter of Credit, payable quarterly in arrears on the last Business Day of each March, June, September, and December, commencing with the first such date to occur

SENIOR SECURED REVOLVING CREDIT AGREEMENT
$450,000,000
Dated as of January 30, 2026
among
WHITMORE AEROSPACE LLC, a Delaware limited liability company, as Borrower,
The SUBSIDIARY GUARANTORS party hereto,
The LENDERS party hereto,
PRESCOTT NATIONAL BANK, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender,
PRESCOTT NATIONAL BANK, N.A., as Sole Lead Arranger and Sole Bookrunner,
HARBORVIEW TRUST COMPANY and MERIDIAN COMMERCIAL LENDING CORP., as Co-Syndication Agents,
and
ATLAS FIDELITY BANK, as Documentation Agent
CUSIP Number: 96438LAA3
Governing Law: State of New York
TABLE OF CONTENTS
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SCHEDULES
EXHIBITS
This SENIOR SECURED REVOLVING CREDIT AGREEMENT (this "Agreement"), dated as of January 30, 2026, is entered into among WHITMORE AEROSPACE LLC, a Delaware limited liability company (the "Borrower"), the SUBSIDIARY GUARANTORS party hereto from time to time (each a "Subsidiary Guarantor" and, together with the Borrower, collectively the "Loan Parties"), the LENDERS party hereto from time to time (each a "Lender" and, collectively, the "Lenders"), and PRESCOTT NATIONAL BANK, N.A., a national banking association, as Administrative Agent, Collateral Agent, and Swingline Lender (in such capacities, the "Administrative Agent", the "Collateral Agent", and the "Swingline Lender", respectively).
RECITALS
WHEREAS, the Borrower has requested that the Lenders provide a senior secured revolving credit facility in an aggregate principal amount of Four Hundred Fifty Million Dollars ($450,000,000), consisting of (a) revolving credit commitments in the aggregate principal amount of Four Hundred Million Dollars ($400,000,000), (b) a swingline sub-facility in the aggregate principal amount of Twenty-Five Million Dollars ($25,000,000), and (c) a letter of credit sub-facility in the aggregate stated amount of Fifty Million Dollars ($50,000,000), in each case on the terms and subject to the conditions set forth herein;
WHEREAS, the Borrower intends to use the proceeds of the credit facility to, among other things, (a) refinance the Existing Facility (as defined herein), (b) fund working capital and general corporate purposes of the Borrower and its Subsidiaries, (c) fund Permitted Acquisitions, and (d) fund Capital Expenditures in the ordinary course of business;
WHEREAS, each Subsidiary Guarantor has agreed to guarantee the Obligations of the Borrower under this Agreement and the other Loan Documents; and
WHEREAS, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Adjusted Term SOFR" means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for the applicable Interest Period, plus (b) the SOFR Adjustment (if any); provided that if Adjusted Term SOFR as so determined shall ever be less than the SOFR Floor, then Adjusted Term SOFR shall be deemed to be the SOFR Floor for purposes of this Agreement.
"Administrative Agent" means Prescott National Bank, N.A., a national banking association organized and existing under the laws of the United States, in its capacity as administrative agent for the Lenders under this Agreement and the other Loan Documents, and its successors and assigns in such capacity. The address of the Administrative Agent for purposes of notices and other communications hereunder is 550 South Tryon Street, Charlotte, North Carolina 28202, with a copy to 245 Park Avenue, 12th Floor, New York, New York 10167, Attention: Victoria Engstrom, Managing Director, Leveraged Finance.
"Administrative Agent's Counsel" means Caldwell Pryor & Shea LLP, with offices at 300 Madison Avenue, 22nd Floor, New York, New York 10017, Attention: Raymond Okafor.
"Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the Person specified. For purposes of this definition, "Control" (including the terms "Controlled by" and "under common Control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to Control another Person if such first Person owns, directly or indirectly, more than fifty percent (50%) of the voting securities or equivalent equity interests of such other Person.
"Agent Fee" means a fee of One Hundred Seventy-Five Thousand Dollars ($175,000) per annum, payable by the Borrower to the Administrative Agent in accordance with Section 2.09(d).
"Agreement" or "Credit Agreement" means this Senior Secured Revolving Credit Agreement, dated as of January 30, 2026, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Applicable Percentage" means, with respect to any Lender at any time, the percentage of the Total Commitment represented by such Lender's Commitment at such time, as set forth on Schedule 2.01 (or in the most recent Assignment and Assumption to which such Lender is a party). If the Commitments have been terminated or have expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments made pursuant to Section 10.04.
"Applicable Rate" means (a) with respect to Revolving Credit Loans that are SOFR Loans and Swingline Loans, three hundred fifty (350) basis points (3.50%) per annum, and (b) with respect to Revolving Credit Loans that are Base Rate Loans, two hundred fifty (250) basis points (2.50%) per annum. The Default Rate shall be determined in accordance with the definition set forth below and Section 2.08(c).
"Assignment and Assumption" means an assignment and assumption agreement entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required under Section 10.04), and accepted by the Administrative Agent, substantially in the form of Exhibit D or any other form (including electronic documentation generated by the use of an electronic platform) approved by the Administrative Agent.
"Assignment of Claims Act" means the federal Assignment of Claims Act, codified at 31 U.S.C. Section 3727 and 41 U.S.C. Section 6305, as amended from time to time.
"Base Rate" means, for any day, a rate per annum equal to the highest of (a) the Federal Funds Rate in effect on such day plus fifty (50) basis points (0.50%), (b) the Prime Rate in effect on such day, and (c) Adjusted Term SOFR for a one-month Interest Period in effect on such day plus one hundred (100) basis points (1.00%). Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate, or Adjusted Term SOFR shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Rate, or Adjusted Term SOFR, respectively. If the Base Rate is being used as an alternate rate of interest pursuant to Section 2.14, then the Base Rate shall be the higher of clauses (a) and (b) above and shall be determined without reference to clause (c) above.
"Base Rate Loan" means a Revolving Credit Loan or Swingline Loan bearing interest based on the Base Rate.
"Borrower" means Whitmore Aerospace LLC, a Delaware limited liability company (EIN: 82-3194567; Delaware Secretary of State Filing No. 5738291), with its principal office at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170, and its successors and permitted assigns.
"Borrower's Counsel" means Calderwood & Harkness LLP, with offices at 780 Third Avenue, New York, New York 10017, Attention: Philip Hartmann.
"Borrowing Request" means a request by the Borrower for a Revolving Credit Borrowing in accordance with Section 2.02, substantially in the form of Exhibit A.
"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a SOFR Loan, the term "Business Day" shall also exclude any day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
"Capital Expenditures" means, for any period, all expenditures of the Borrower and its Subsidiaries determined on a consolidated basis that, in accordance with GAAP, would be classified as capital expenditures, including expenditures for the acquisition or construction of property, plant, and equipment, and all renewals, improvements, and replacements thereof, but excluding (a) expenditures made with proceeds of insurance or condemnation awards, (b) expenditures constituting the purchase price of a Permitted Acquisition, and (c) expenditures that are financed with the cash proceeds of equity contributions to the Borrower that are specifically designated by the Borrower as excluded Capital Expenditures. Capital Expenditures shall be subject to the annual cap and carry-forward provisions set forth in Section 7.03.
"Change of Control" means the occurrence of any of the following: (a) Ridgeway Capital Partners Fund IV, LP and its Affiliates shall at any time cease to own, directly or indirectly, at least fifty-one percent (51%) of the equity interests in the Borrower (measured by voting power and economic interest); (b) any "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended), other than Ridgeway and its Affiliates, shall at any time acquire, directly or indirectly, beneficial ownership of more than fifty percent (50%) of the voting interests in the Borrower; or (c) the Borrower shall at any time cease to own, directly, one hundred percent (100%) of the equity interests in each Subsidiary Guarantor.
"Closing Date" means January 30, 2026.
"Collateral" means all assets and property of the Loan Parties that are subject to the Security Documents, including all personal property covered by the Security Agreement, all pledged equity interests covered by the Pledge Agreement, and all real property covered by the Mortgages, but excluding Excluded Assets.
"Collateral Agent" means Prescott National Bank, N.A., a national banking association, in its capacity as collateral agent for the Secured Parties under the Security Documents, and its successors and assigns in such capacity.
"Commitment" means, as to each Lender, the amount set forth opposite such Lender's name on Schedule 2.01, or in the most recent Assignment and Assumption to which such Lender is a party, as such amount may be reduced or increased pursuant to Section 2.06, Section 2.15, or Section 10.04. The aggregate Commitments of all Lenders on the Closing Date equal Four Hundred Fifty Million Dollars ($450,000,000).
"Commitment Fee" means the fee payable pursuant to Section 2.09(a), calculated at a rate of fifty (50) basis points (0.50%) per annum on the average daily unused Commitments.
"Commonwealth Capital Markets" means Commonwealth Capital Markets, Inc., a Massachusetts corporation, in its capacity as a Lender hereunder.
"Compliance Certificate" means a certificate of a Responsible Officer of the Borrower, substantially in the form of Exhibit B, delivered in accordance with Section 5.01(c).
"Consolidated EBITDA" means, for any period, Consolidated Net Income for such period plus, without duplication and to the extent deducted in determining Consolidated Net Income, the sum of (a) Consolidated Interest Expense for such period, (b) income tax expense (including federal, state, local, and foreign income taxes) for such period, (c) depreciation expense for such period, (d) amortization expense for such period, (e) non-cash stock-based compensation expense for such period, (f) non-cash charges and losses (other than any non-cash charge that represents an accrual of or reserve for cash expenditures in any future period) for such period, (g) transaction costs, fees, and expenses incurred in connection with the consummation of the transactions contemplated by this Agreement and any Permitted Acquisition, in an aggregate amount not to exceed the amount actually incurred, (h) restructuring charges in an amount not to exceed Five Million Dollars ($5,000,000) in any fiscal year, and (i) other non-recurring charges and expenses approved by the Administrative Agent in its reasonable discretion; minus, without duplication, (x) non-cash gains and non-cash income included in Consolidated Net Income for such period and (y) extraordinary gains included in Consolidated Net Income for such period; in each case determined on a consolidated basis for the Borrower and its Subsidiaries in accordance with GAAP.
"Consolidated Interest Expense" means, for any period, all interest, premium payments, debt discount, fees, charges, and related expenses of the Borrower and its Subsidiaries (on a consolidated basis and determined in accordance with GAAP) in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, together with all amounts paid or payable under any hedging agreement with respect to interest rates.
"Consolidated Net Income" means, for any period, the net income (or loss) of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or loss) of any Person that is not a Subsidiary of the Borrower, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or a Subsidiary thereof by such Person during such period, and (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any Subsidiary.
"CUSIP" means 96438LAA3, as assigned by the CUSIP Global Services managed on behalf of the American Bankers Association.
"Default" means any event or condition that constitutes an Event of Default or that, upon notice, lapse of time, or both, would constitute an Event of Default.
"Default Rate" means an interest rate per annum equal to the Applicable Rate then in effect plus two hundred (200) basis points (2.00%) per annum, applicable to all Obligations during the existence and continuance of an Event of Default, as more fully set forth in Section 2.08(c).
"Eligible Assignee" means any Person that meets the requirements to be an assignee under Section 10.04(a), subject to such consents, if any, as may be required thereunder.
"Environmental Laws" means all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements, or governmental restrictions relating to pollution, the protection of the environment, or the release of any materials into the environment, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), and the Clean Air Act (42 U.S.C. Section 7401 et seq.).
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.
"ERISA Event" means (a) any "reportable event" as defined in Section 4043 of ERISA with respect to a Plan (other than events for which the 30-day notice period has been waived), (b) any failure to satisfy the minimum funding standards under Section 412 of the Internal Revenue Code or Section 302 of ERISA, (c) the filing of a notice of intent to terminate any Plan under Section 4041(c) of ERISA, (d) the termination of any Plan by the Pension Benefit Guaranty Corporation, (e) the appointment of a trustee to administer any Plan under Section 4042 of ERISA, or (f) the incurrence by the Borrower or any ERISA Affiliate of any liability under Title IV of ERISA.
"Event of Default" has the meaning set forth in Section 8.01.
"Excluded Assets" means (a) classified government contracts and receivables arising thereunder that are subject to the Assignment of Claims Act and for which assignment is prohibited or restricted by applicable government contract terms, (b) leasehold interests in real property where landlord consent to the granting of a Lien cannot be obtained after the exercise of commercially reasonable efforts by the applicable Loan Party, and (c) motor vehicles and other assets subject to certificates of title to the extent the aggregate book value thereof does not exceed Five Hundred Thousand Dollars ($500,000) at any time.
"Existing Facility" means that certain Two Hundred Ten Million Dollar ($210,000,000) senior secured term loan credit agreement, dated as of March 15, 2021, 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.
"Extraordinary Receipts" means any cash received by or paid to or for the account of any Loan Party outside the ordinary course of business, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation awards, indemnity payments, and purchase price adjustments, but excluding proceeds of Asset Sales.
"Federal Funds Rate" means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day's federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate.
"Fronting Fee" means a fee of twelve and one-half (12.5) basis points (0.125%) per annum on the stated amount of each outstanding Letter of Credit, payable quarterly in arrears to the LC Issuer in accordance with Section 2.09(c).
"Funding Deadline" means February 28, 2026, which is the latest date by which the post-closing conditions set forth in Section 3.03 must be satisfied (unless otherwise agreed by the Administrative Agent).
"GAAP" means generally accepted accounting principles in the United States of America, as in effect from time to time, applied on a consistent basis, subject to Section 1.03.
"Governmental Authority" means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government, including the Department of Defense, the Defense Counterintelligence and Security Agency, the Directorate of Defense Trade Controls, the Bureau of Industry and Security, and the Committee on Foreign Investment in the United States.
"Guarantee Agreement" means that certain Guarantee Agreement, dated as of the Closing Date, by and among the Subsidiary Guarantors and the Administrative Agent for the benefit of the Secured Parties, as it may be amended, restated, supplemented, or otherwise modified from time to time.
"Incremental Facility" has the meaning set forth in Section 2.15 and means additional revolving credit commitments or term loan commitments in an aggregate principal amount not to exceed One Hundred Million Dollars ($100,000,000), on the terms and subject to the conditions set forth in Section 2.15.
"Indebtedness" means, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables in the ordinary course of business), (e) all obligations of such Person as lessee under capital leases, (f) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances, (g) all obligations of such Person under letters of credit (including standby and commercial letters of credit), (h) all Indebtedness of other Persons secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, and (i) all Guaranty Obligations of such Person.
"Interest Coverage Ratio" means, as of the last day of any fiscal quarter, the ratio of (a) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended to (b) Consolidated Interest Expense for such period. The minimum Interest Coverage Ratio shall be 3.00 to 1.00, tested quarterly on a trailing four-quarter basis in accordance with Section 7.02.
"Interest Period" means, with respect to each SOFR Loan, the period commencing on the date of such SOFR Loan or the last day of the immediately preceding Interest Period applicable to such SOFR Loan, and ending on the numerically corresponding day in the calendar month that is one (1), three (3), or six (6) months thereafter (in each case, subject to availability), as the Borrower may elect in the applicable Borrowing Request; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (c) no Interest Period shall extend beyond the Maturity Date.
"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended from time to time.
"LC Exposure" means, at any time, the sum of (a) the aggregate undrawn stated amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time.
"LC Fee" means a fee of three hundred fifty (350) basis points (3.50%) per annum on the daily stated amount of each outstanding Letter of Credit, payable quarterly in arrears in accordance with Section 2.09(b).
"LC Issuer" means Prescott National Bank, N.A., in its capacity as issuer of Letters of Credit hereunder, or any other Lender that has agreed to issue Letters of Credit hereunder pursuant to arrangements satisfactory to the Administrative Agent and the Borrower.
"LC Request" means a request by the Borrower for the issuance, amendment, renewal, or extension of a Letter of Credit, in form and substance satisfactory to the LC Issuer and the Administrative Agent.
"LC Sub-Facility" means the sub-limit for Letters of Credit in the aggregate stated amount of Fifty Million Dollars ($50,000,000), which sub-limit is part of, and not in addition to, the Revolving Credit Commitment.
"Lender" or "Lenders" means the financial institutions listed on Schedule 2.01 and their respective successors and permitted assigns, including each financial institution that becomes a party hereto pursuant to an Assignment and Assumption.
"Letter of Credit" means any standby letter of credit or commercial letter of credit issued by the LC Issuer pursuant to Section 2.04 for the account of the Borrower.
"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority, or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right-of-way, or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).
"Loan Documents" means this Agreement, the Guarantee Agreement, the Security Agreement, the Pledge Agreement, the Mortgages, each Promissory Note (if any), each Compliance Certificate, each Borrowing Request, each LC Request, the Fee Letter, and all other documents, instruments, agreements, and certificates executed and delivered in connection herewith, as each may be amended, restated, supplemented, or otherwise modified from time to time.
"Loan Party" means the Borrower and each Subsidiary Guarantor, and "Loan Parties" means all of them collectively.
"Material Adverse Effect" means a material adverse effect on (a) the business, assets, operations, properties, or financial condition of the Borrower and its Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its material obligations under any Loan Document to which it is a party, or (c) the rights of, or benefits or remedies available to, the Administrative Agent and the Lenders under the Loan Documents.
"Material Contract" means any contract, agreement, license, or other arrangement (including any prime contract or subcontract with the United States Government or any agency thereof) to which the Borrower or any Subsidiary is a party (other than the Loan Documents) that involves aggregate consideration in excess of Ten Million Dollars ($10,000,000) or is otherwise material to the business, operations, or financial condition of the Borrower and its Subsidiaries taken as a whole.
"Maturity Date" means January 30, 2031; provided that if such date is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.
"Maximum Total Leverage Ratio" means the ratio, determined as of the last day of each fiscal quarter on a trailing four-quarter basis, of (a) Total Funded Debt as of such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date. The covenant maximum for the Maximum Total Leverage Ratio is 3.75 to 1.00, as set forth in Section 7.01.
"Mortgage" means each deed of trust, mortgage, deed to secure debt, and security agreement covering any real property of a Loan Party, executed and delivered by such Loan Party in favor of (or for the benefit of) the Collateral Agent for the benefit of the Secured Parties, as each may be amended, restated, supplemented, or otherwise modified from time to time. As of the Closing Date, the Mortgages include: (a) the Deed of Trust on the property located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170, owned by the Borrower (appraised value of Thirty-Two Million Dollars ($32,000,000)), to be recorded in Fairfax County, Virginia; (b) the Mortgage on the property located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808, owned by Whitmore Propulsion Systems, Inc. (appraised value of Twenty-Eight Million Dollars ($28,000,000)), to be recorded in Madison County, Alabama; and (c) the Mortgage on the property located at 4550 North Webb Road, Wichita, Kansas 67226, owned by Whitmore Precision Machining LLC (appraised value of Eighteen Million Dollars ($18,000,000)), to be recorded in Sedgwick County, Kansas.
"Mortgage Threshold" means Five Million Dollars ($5,000,000) in appraised value, as the threshold for requiring delivery of a Mortgage on any owned real property of a Loan Party.
"Net Cash Proceeds" means, with respect to any Asset Sale or Extraordinary Receipt, the aggregate cash proceeds (including any cash proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment) received by any Loan Party from such event, net of (a) reasonable attorneys' fees, accountants' fees, investment banking fees, survey costs, title insurance premiums, and related closing costs, (b) taxes paid or payable as a result thereof, and (c) amounts required to be applied to the repayment of Indebtedness secured by a Permitted Lien on the asset that is the subject of such event.
"NISPOM" means the National Industrial Security Program Operating Manual (32 C.F.R. Part 117), as amended from time to time.
"Obligations" means all advances to, and debts, liabilities, obligations, covenants, and duties of, any Loan Party arising under any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Law naming such Loan Party as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.
"Permitted Acquisition" means any acquisition by the Borrower or any Subsidiary of all or substantially all the assets of, or all or substantially all the equity interests in, another Person or a division or line of business of another Person, in each case that satisfies the following conditions: (a) no Default or Event of Default shall exist before or after giving effect thereto, (b) after giving effect thereto on a Pro Forma Basis, the Borrower shall be in compliance with all financial covenants set forth in Article VII, (c) the Administrative Agent shall have received a Compliance Certificate demonstrating pro forma compliance at least fifteen (15) days prior to consummation (or such shorter period as the Administrative Agent may agree), (d) the acquired Person or assets are in a line of business permitted hereunder, and (e) with respect to any acquisition involving aggregate consideration in excess of Twenty-Five Million Dollars ($25,000,000), either (i) the consent of the Administrative Agent (not to be unreasonably withheld) shall have been obtained, or (ii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that the pro forma Maximum Total Leverage Ratio would not exceed 3.25 to 1.00 after giving effect thereto.
"Permitted Liens" has the meaning set forth in Section 6.02.
"Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority, or other entity.
"Plan" means any "employee benefit plan" (as defined in Section 3(3) of ERISA) that is maintained or contributed to by the Borrower or any of its ERISA Affiliates and that is subject to Title IV of ERISA.
"Pledge Agreement" means that certain Pledge Agreement, dated as of the Closing Date, by and among the Borrower and the Collateral Agent for the benefit of the Secured Parties, pursuant to which the Borrower has pledged one hundred percent (100%) of the equity interests in each domestic Subsidiary, as it may be amended, restated, supplemented, or otherwise modified from time to time.
"Prime Rate" means the rate of interest per annum last quoted by The Wall Street Journal as the "Prime Rate" in the United States, or if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board of Governors of the Federal Reserve System in Federal Reserve Statistical Release H.15 as the "bank prime loan" rate.
"Pro Forma Basis" means, with respect to compliance with any test or covenant hereunder or any calculation of any financial ratio, that the applicable transaction and any related Indebtedness incurred or to be incurred, Indebtedness assumed or to be assumed, and Indebtedness repaid or to be repaid in connection therewith shall be deemed to have occurred as of the first day of the relevant four-quarter trailing period, with Consolidated EBITDA calculated on a pro forma basis giving effect to the acquisition, disposition, or other applicable transaction for such period as if such transaction had occurred on the first day thereof.
"Promissory Note" means a promissory note of the Borrower payable to a Lender, substantially in the form of Exhibit C.
"Required Lenders" means, at any time, Lenders holding more than fifty percent (50%) of the aggregate outstanding Commitments (or, if the Commitments have been terminated, the aggregate outstanding principal amount of the Loans plus LC Exposure plus Swingline Loans) at such time; provided that the Commitment of, and the portion of the total outstanding amount of Loans, LC Exposure, and Swingline Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.
"Responsible Officer" means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, general counsel, or secretary of a Loan Party, or any other officer designated in writing by an authorized representative of such Loan Party and acceptable to the Administrative Agent.
"Revolving Credit Commitment" means Four Hundred Million Dollars ($400,000,000), representing the maximum aggregate principal amount of Revolving Credit Loans available to be made by the Lenders hereunder, subject to adjustment as provided herein. The Revolving Credit Commitment is a sub-component of the Total Commitment.
"Revolving Credit Loan" means a loan made by a Lender pursuant to Section 2.01.
"Ridgeway" means Ridgeway Capital Partners Fund IV, LP, a Delaware limited partnership (EIN: 83-1267450), managed by its general partner Ridgeway Capital Partners LLC, a Delaware limited liability company, with offices at 399 Park Avenue, 28th Floor, New York, New York 10022, and its Affiliates.
"Sanctions" means any economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by (a) the U.S. government, including those administered by OFAC, the U.S. Department of State, or the U.S. Department of Commerce, (b) the United Nations Security Council, (c) the European Union, (d) His Majesty's Treasury of the United Kingdom, or (e) any other applicable sanctioning authority.
"Sanctioned Country" means, at any time, a country, region, or territory that is itself the subject of or target of any comprehensive Sanctions (as of the Closing Date, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine).
"Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, or His Majesty's Treasury of the United Kingdom, (b) any Person operating, organized, or resident in a Sanctioned Country, or (c) any Person owned or controlled by any such Person described in clauses (a) or (b).
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the LC Issuer, the Swingline Lender, and each other holder of Obligations from time to time.
"Security Agreement" means that certain Pledge and Security Agreement, dated as of the Closing Date, by and among the Borrower, the Subsidiary Guarantors, and the Collateral Agent for the benefit of the Secured Parties, as it may be amended, restated, supplemented, or otherwise modified from time to time.
"Security Documents" means, collectively, the Security Agreement, the Pledge Agreement, the Mortgages, and all other security agreements, pledge agreements, collateral assignments, and similar agreements delivered pursuant to or in connection with this Agreement, as each may be amended, restated, supplemented, or otherwise modified from time to time.
"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator), published on the Federal Reserve Bank of New York's website (or any successor source).
"SOFR Adjustment" means zero basis points (0.00%).
"SOFR Floor" means zero percent (0.00%) per annum.
"SOFR Loan" means a Revolving Credit Loan bearing interest at a rate based on Adjusted Term SOFR.
"Solvent" and "Solvency" mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the assets of such Person exceeds all liabilities (including contingent liabilities) of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities (including contingent liabilities) as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay such debts and liabilities as they mature, and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person's property would constitute an unreasonably small capital.
"Subsidiary" means, with respect to any Person (the "parent") at any date, any corporation, limited liability company, partnership, association, or other entity (a) the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, or (b) of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests, are, as of such date, owned, controlled, or held by the parent or one or more subsidiaries of the parent.
"Subsidiary Guarantor" or "Guarantor" means each of (a) Whitmore Propulsion Systems, Inc., a Delaware corporation (EIN: 84-2057831; Delaware Secretary of State Filing No. 6104873), (b) Whitmore Avionics Holdings LLC, a Delaware limited liability company (EIN: 85-6723901; Delaware Secretary of State Filing No. 6329017), (c) Whitmore Defense Solutions, Inc., a Virginia corporation (EIN: 54-3891204; Virginia State Corporation Commission Entity ID S3482917), and (d) Whitmore Precision Machining LLC, a Delaware limited liability company (EIN: 86-4502178; Delaware Secretary of State Filing No. 6587204), and each other Person that becomes a Subsidiary Guarantor pursuant to Section 5.09, in each case until such Person's Guaranty is released in accordance with the terms hereof.
"Swingline Lender" means Prescott National Bank, N.A., in its capacity as swingline lender hereunder, and its successors and assigns in such capacity.
"Swingline Loan" means a loan made by the Swingline Lender to the Borrower pursuant to Section 2.03.
"Swingline Sub-Facility" means the sub-limit for Swingline Loans in the aggregate principal amount of Twenty-Five Million Dollars ($25,000,000), which sub-limit is part of, and not in addition to, the Revolving Credit Commitment.
"Term SOFR" means the forward-looking term rate based on SOFR for the applicable Interest Period as published by the CME Group Benchmark Administration Limited (or any successor administrator acceptable to the Administrative Agent).
"Total Commitment" means the aggregate of the Commitments of all Lenders, which on the Closing Date equals Four Hundred Fifty Million Dollars ($450,000,000), as such amount may be reduced pursuant to Section 2.06 or increased pursuant to Section 2.15.
"Total Funded Debt" means, as of any date of determination, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries on a consolidated basis that constitutes (a) Indebtedness for borrowed money, (b) obligations under capital leases, and (c) purchase money obligations, in each case outstanding as of such date. For the avoidance of doubt, Total Funded Debt shall include all amounts outstanding under this Agreement and any Incremental Facility, but shall exclude undrawn letters of credit and contingent obligations.
"UCC" means the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction.
Section 1.02 — Other Interpretive Provisions
For purposes of this Agreement, unless otherwise specified herein:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document (including this Agreement) shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns, (iii) the words "herein," "hereof," and "hereunder," and words of similar import when used in this Agreement, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references in this Agreement to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, or supplemented from time to time, and (vi) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.
(b) The table of contents and headings appearing in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.
(c) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including"; the words "to" and "until" each mean "to but excluding"; and the word "through" means "to and including."
(d) Section, subsection, schedule, and exhibit references are to this Agreement unless otherwise specified.
Section 1.03 — Accounting Terms
(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, except as otherwise specifically prescribed herein.
(b) Notwithstanding anything to the contrary herein, at any time after the Closing Date, the Borrower may elect, by written notice to the Administrative Agent, to freeze GAAP as of a specified date for purposes of calculating compliance with the financial covenants set forth in Article VII (a "GAAP Freeze Election"). If the Borrower makes a GAAP Freeze Election, all financial covenants and the defined terms used therein shall thereafter be calculated and interpreted in accordance with GAAP as in effect on the date specified in such notice, without giving effect to any changes to GAAP occurring after such date. Any GAAP Freeze Election shall be irrevocable.
(c) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders, and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement together with a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.
Section 1.04 — Rounding
Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number) to two (2) decimal places.
Section 1.05 — Times of Day
Unless otherwise specified, all references herein to times of day shall be references to New York City time (Eastern Time).
Section 1.06 — Letter of Credit Amounts
Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time. All Letter of Credit amounts shall be denominated in Dollars.
Section 1.07 — SOFR Benchmark Replacement
(a) Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and the related Benchmark Replacement Date have occurred with respect to Term SOFR, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any setting of such Benchmark on or after such Benchmark Replacement Date without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document.
(b) In connection with the implementation and administration of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(c) The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes in connection therewith. Any determination, decision, or election that may be made by the Administrative Agent pursuant to this Section 1.07, including any determination with respect to a tenor, rate, or adjustment or of the occurrence or non-occurrence of an event, circumstance, or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 1.07.
(d) If Term SOFR becomes unavailable, the Administrative Agent and the Borrower may amend this Agreement to replace Term SOFR with a replacement benchmark selected by the Administrative Agent with the consent of the Borrower (such consent not to be unreasonably withheld, conditioned, or delayed), consistent with the Alternative Reference Rates Committee ("ARRC") recommended fallback language or any evolving or then-prevailing market convention for determining a benchmark rate for similar U.S. dollar-denominated credit facilities at such time. Such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders, unless the Required Lenders deliver written notice of objection to the Administrative Agent prior to such time.
(e) For purposes of this Section 1.07: (i) "Benchmark Replacement" means the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date: (A) the sum of (I) Daily Simple SOFR and (II) the related Benchmark Replacement Adjustment; or (B) the sum of (I) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower, giving due consideration to any evolving or then-prevailing market convention, and (II) the related Benchmark Replacement Adjustment; (ii) "Benchmark Replacement Date" means the earliest to occur of (A) the date of the public statement or publication of information referenced in the definition of "Benchmark Transition Event" and (B) a date determined by the Administrative Agent in its reasonable discretion; and (iii) "Benchmark Transition Event" means the occurrence of a public statement or publication of information by or on behalf of the administrator of Term SOFR (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all available tenors of Term SOFR permanently or indefinitely.
ARTICLE II — THE COMMITMENTS AND CREDIT EXTENSIONS
Section 2.01 — Revolving Credit Loans
(a) Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Revolving Credit Loans to the Borrower from time to time, on any Business Day during the period from and including the Closing Date to but excluding the Maturity Date, in an aggregate principal amount not to exceed at any time outstanding the amount of such Lender's Commitment; provided that, after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the Total Commitment, and (ii) the aggregate outstanding amount of each Lender's Revolving Credit Loans, together with such Lender's Applicable Percentage of the outstanding amount of all Swingline Loans and LC Exposure, shall not exceed such Lender's Commitment. Within the foregoing limits and subject to the terms, conditions, and limitations set forth herein, the Borrower may borrow, prepay, and reborrow Revolving Credit Loans.
(b) The Revolving Credit Commitment is Four Hundred Million Dollars ($400,000,000). The Total Commitment (which includes the Revolving Credit Commitment, the Swingline Sub-Facility, and the LC Sub-Facility, with the Swingline Sub-Facility and the LC Sub-Facility being sub-limits within the Revolving Credit Commitment) is Four Hundred Fifty Million Dollars ($450,000,000). Each Lender's Commitment and Applicable Percentage are set forth on Schedule 2.01.
(c) Revolving Credit Loans may be SOFR Loans or Base Rate Loans, as further provided herein.
Section 2.02 — Borrowing Requests; Revolving Credit Borrowings
(a) Each Revolving Credit Borrowing shall be made upon the Borrower's delivery of a duly completed Borrowing Request, substantially in the form of Exhibit A, to the Administrative Agent not later than 1:00 p.m. (New York City time) (i) three (3) Business Days prior to the requested date of any Borrowing of SOFR Loans, or (ii) one (1) Business Day prior to the requested date of any Borrowing of Base Rate Loans. Each such Borrowing Request shall be irrevocable and shall be signed by a Responsible Officer of the Borrower.
(b) Each Borrowing Request shall specify (i) the requested date of the Borrowing (which shall be a Business Day), (ii) the aggregate principal amount of Revolving Credit Loans to be borrowed (which shall be in a minimum aggregate principal amount of Five Million Dollars ($5,000,000) and integral multiples of One Million Dollars ($1,000,000) in excess thereof, or, if less, the entire remaining amount of the unused Total Commitment), (iii) the type of Revolving Credit Loans to be borrowed (SOFR Loans or Base Rate Loans), (iv) in the case of SOFR Loans, the initial Interest Period applicable thereto (one (1), three (3), or six (6) months), and (v) the location and number of the Borrower's account to which funds are to be disbursed.
(c) Promptly following receipt of a Borrowing Request, the Administrative Agent shall notify each Lender of such Lender's Applicable Percentage of the applicable Revolving Credit Borrowing. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of a Revolving Credit Borrowing that such Lender will not make available to the Administrative Agent its portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available on such date in accordance with Section 2.12 and may, in reliance upon such assumption, make a corresponding amount available to the Borrower.
(d) Each Lender shall make each Revolving Credit Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m. (New York City time) to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by crediting the account of the Borrower designated in the applicable Borrowing Request.
Section 2.03 — Swingline Loans
(a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time, on any Business Day during the period from and including the Closing Date to but excluding the Maturity Date, in an aggregate principal amount at any time outstanding not to exceed Twenty-Five Million Dollars ($25,000,000); provided that (i) after giving effect to any Swingline Loan, the Total Revolving Credit Outstandings shall not exceed the Total Commitment, and (ii) the Borrower shall not use the proceeds of any Swingline Loan to refinance any then-outstanding Swingline Loan. Each Swingline Loan shall be a Base Rate Loan.
(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent and the Swingline Lender of such request by telephone (confirmed promptly by electronic means), not later than 1:00 p.m. (New York City time) on the requested borrowing date. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan, which shall be in a minimum aggregate principal amount of Five Hundred Thousand Dollars ($500,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess thereof.
(c) The Swingline Lender shall make each Swingline Loan available to the Borrower by 3:00 p.m. (New York City time) on the requested borrowing date by crediting the account of the Borrower designated for such purpose. Outstanding Swingline Loans reduce availability under the Revolving Credit Commitment on a dollar-for-dollar basis.
(d) The Swingline Lender, at any time and from time to time in its sole and absolute discretion, may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender to so request), that each Lender make a Revolving Credit Loan in an amount equal to such Lender's Applicable Percentage of the amount of Swingline Loans then outstanding. Such request shall be made in writing (including by electronic means) and in accordance with the requirements of Section 2.02, without regard to the minimum amount or the multiples specified therein, but subject to the conditions set forth in Section 3.02. The Swingline Lender shall notify each Lender of the applicable Revolving Credit Borrowing by 12:00 noon (New York City time) on the Business Day prior to the settlement date, and each Lender shall make the proceeds of its Revolving Credit Loan directly available to the Swingline Lender by 1:00 p.m. (New York City time) on such settlement date in immediately available funds.
(e) If, for any reason, a Revolving Credit Borrowing cannot be made pursuant to the settlement procedures set forth in clause (d) above to repay such Swingline Loan, each Lender severally agrees to purchase a participation interest in the outstanding Swingline Loans equal to such Lender's Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, without any further action by the Swingline Lender or any other Lender.
Section 2.04 — Letters of Credit
(a) General. Subject to the terms and conditions set forth herein, the LC Issuer agrees to issue, amend, renew, or extend Letters of Credit for the account of the Borrower from time to time during the period from and including the Closing Date to but excluding the date that is five (5) Business Days prior to the Maturity Date, in an aggregate stated amount at any time outstanding not to exceed Fifty Million Dollars ($50,000,000); provided that, after giving effect to any issuance, amendment, renewal, or extension of any Letter of Credit, (i) the Total Revolving Credit Outstandings shall not exceed the Total Commitment, and (ii) the aggregate LC Exposure shall not exceed the LC Sub-Facility. Letters of Credit issued hereunder reduce availability under the Revolving Credit Commitment on a dollar-for-dollar basis with respect to the aggregate stated amount thereof.
(b) Issuance, Amendment, Renewal, and Extension of Letters of Credit. To request the issuance of a Letter of Credit (or the amendment, renewal, or extension of an outstanding Letter of Credit), the Borrower shall deliver an LC Request to the LC Issuer and the Administrative Agent at least three (3) Business Days (or such shorter period as the LC Issuer may agree in any particular instance) prior to the proposed issuance date (or the date of such amendment, renewal, or extension). Each LC Request shall be in writing and shall include such information as is customarily required by the LC Issuer.
(c) Expiration Date. No Letter of Credit shall have an expiration date later than the earlier of (i) the date that is one (1) year after the date of issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one (1) year after such renewal or extension), subject to auto-renewal provisions acceptable to the LC Issuer, and (ii) the date that is five (5) Business Days prior to the Maturity Date. The LC Issuer shall have no obligation to renew or extend any Letter of Credit if an Event of Default has occurred and is continuing at the time of such requested renewal or extension.
(d) LC Fees and Fronting Fee. The Borrower shall pay the following fees with respect to each outstanding Letter of Credit:
(i) An LC Fee equal to three hundred fifty (350) basis points (3.50%) per annum on the daily stated amount of each outstanding Letter of Credit, payable quarterly in arrears on the last Business Day of each March, June, September, and December, commencing with the first such date to occur

SENIOR SECURED REVOLVING CREDIT AGREEMENT

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