EXHIBIT A
FORM OF BORROWING REQUEST
Exhibit A to the Credit Agreement dated as of January 30, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower"), the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender.
CUSIP No.: 96438LAA3
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Date: [__], 20[]
To:
Prescott National Bank, N.A., as Administrative Agent 550 South Tryon Street Charlotte, NC 28202
Attention: Victoria Engstrom, Managing Director, Leveraged Finance
With a copy to:
Prescott National Bank, N.A. 245 Park Avenue, 12th Floor New York, NY 10167
Ladies and Gentlemen:
Reference is made to the Credit Agreement dated as of January 30, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower"), the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender. This Borrowing Request is delivered to the Administrative Agent pursuant to Section 2.03 of the Credit Agreement. The undersigned authorized officer of Whitmore Aerospace LLC hereby requests a Revolving Credit Borrowing (or, as applicable, a Swingline Borrowing) under the Credit Agreement and, in connection therewith, sets forth the following information and certifications:
Section 1: Borrowing Details
1.1 Type of Borrowing
The type of Borrowing requested hereby is a:
[Check or insert one:]
Revolving Credit Borrowing
Swingline Borrowing
Instruction Note: If this Borrowing Request is for a Swingline Borrowing, the Swingline Lender is Prescott National Bank, N.A. The aggregate principal amount of all Swingline Loans outstanding at any time shall not exceed the Swingline Sub-Facility Limit of $25,000,000. Swingline Loans constitute usage of the Total Revolving Credit Commitment and reduce Revolving Credit Availability on a dollar-for-dollar basis.
1.2 Date of Borrowing (the "Borrowing Date")
The date on which the requested Borrowing is to be made (the "Borrowing Date") is:
[___], 20[_]
The Borrowing Date must be a Business Day (as defined in the Credit Agreement).
Instruction Note: For a Term SOFR Borrowing, the Borrowing Date must be at least three (3) Business Days after the date of delivery of this Borrowing Request to the Administrative Agent. For an ABR Borrowing or a Swingline Borrowing, the Borrowing Date must be at least one (1) Business Day after the date of delivery of this Borrowing Request to the Administrative Agent. If this Borrowing Request is delivered after 1:00 p.m. (New York City time) on any Business Day, it shall be deemed to have been delivered on the next succeeding Business Day for purposes of calculating the applicable notice period.
1.3 Aggregate Amount of Borrowing
The aggregate principal amount of the requested Borrowing is:
$[______]
Instruction Note: The aggregate amount of each Revolving Credit Borrowing shall be in a minimum principal amount of $1,000,000 (or such lesser amount as equals the remaining Revolving Credit Availability at such time) and in integral multiples of $500,000 in excess thereof. Each Swingline Borrowing shall be in a minimum principal amount of $500,000 and in integral multiples of $100,000 in excess thereof.
The Borrower acknowledges and confirms that, after giving effect to the requested Borrowing, the aggregate outstanding principal amount of all Revolving Credit Loans (together with the aggregate stated amount of all outstanding Letters of Credit and the aggregate principal amount of all Swingline Loans outstanding) shall not exceed:
(a) the Total Revolving Credit Commitment of $400,000,000 (the "Revolving Credit Commitment");
(b) with respect to Swingline Loans, the Swingline Sub-Facility limit of $25,000,000 (the "Swingline Sub-Facility"); and
(c) with respect to Letters of Credit, the Letter of Credit Sub-Facility limit of $50,000,000 (the "LC Sub-Facility").
For the avoidance of doubt, the Swingline Sub-Facility and the LC Sub-Facility are sublimits of, and not in addition to, the Total Revolving Credit Commitment. The aggregate Revolving Credit Utilization (defined as the sum of (i) all outstanding Revolving Credit Loans, (ii) all outstanding Swingline Loans, and (iii) the aggregate stated amount of all outstanding Letters of Credit) shall not at any time exceed the Total Revolving Credit Commitment.
1.4 Type of Borrowing — Interest Rate Election
The interest rate type applicable to the requested Borrowing is:
[Check or insert one:]
Term SOFR Borrowing
ABR Borrowing
Instruction Note: Swingline Borrowings shall bear interest at the rate set forth in Section 2.07 of the Credit Agreement, which is the Alternate Base Rate ("ABR") plus the Applicable Margin, or such other rate as may be specified in the Credit Agreement for Swingline Loans. This election is applicable only to Revolving Credit Borrowings. If no election is specified for a Revolving Credit Borrowing, such Borrowing shall be deemed to be an ABR Borrowing.
The applicable interest rate for the requested Borrowing, as determined in accordance with the Credit Agreement, shall be:
(a) For Term SOFR Borrowings: Adjusted Term SOFR for the applicable Interest Period plus 350 basis points (3.50%) per annum; or
(b) For ABR Borrowings: ABR plus the Applicable Margin as set forth in the pricing grid of the Credit Agreement.
The SOFR Floor applicable to all Term SOFR Borrowings under the Credit Agreement is 0.00% per annum. In no event shall the Adjusted Term SOFR for any Interest Period be deemed to be less than 0.00% per annum.
1.5 Interest Period (for Term SOFR Borrowings only)
If the requested Borrowing is a Term SOFR Borrowing, the Interest Period applicable to such Borrowing shall be:
[Check or insert one:]
One (1) month
Three (3) months
Six (6) months
Twelve (12) months (available only if agreed to by all Lenders)
Instruction Note: If no Interest Period is specified herein and the requested Borrowing is a Term SOFR Borrowing, the Interest Period shall be deemed to be one (1) month. Each Interest Period shall commence on the Borrowing Date (or, in the case of a continuation or conversion, on the date of such continuation or conversion) and shall end on the numerically corresponding day in the calendar month that is the number of months specified above after such commencement date, subject to the provisions of the Credit Agreement regarding the adjustment of Interest Periods. No Interest Period shall extend beyond the Maturity Date of January 30, 2031. If any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless such next succeeding Business Day falls in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day.
1.6 Disbursement Instructions
The proceeds of the requested Borrowing shall be disbursed by wire transfer of immediately available funds to the following account of the Borrower:
Example:
The Borrower acknowledges that the Administrative Agent shall be entitled to rely on the disbursement instructions set forth above without further inquiry or verification, and the Borrower assumes all risk of loss arising from any error in the wire transfer instructions provided herein.
Section 2: Representations and Certifications
The undersigned authorized officer of the Borrower hereby certifies and represents to the Administrative Agent and each Lender that, as of the date hereof and as of the Borrowing Date (both before and after giving effect to the requested Borrowing and the application of the proceeds thereof):
2.1 Representations and Warranties
The representations and warranties of the Borrower and each Subsidiary Guarantor set forth in Article V of the Credit Agreement and in each of the other Loan Documents are true and correct in all material respects on and as of the Borrowing Date with the same effect as though made on and as of such date; provided that, in the case of any representation or warranty that is qualified by reference to "materiality" or "Material Adverse Effect," such representation or warranty is true and correct in all respects on and as of the Borrowing Date. To the extent that any such representation or warranty specifically refers to an earlier date, such representation or warranty shall be true and correct in all material respects (or, in the case of any representation or warranty qualified by "materiality" or "Material Adverse Effect," in all respects) as of such earlier date. Without limiting the generality of the foregoing, the representations and warranties set forth in Sections 5.01 (Organization; Powers), 5.02 (Authorization; Enforceability), 5.04 (Financial Condition; No Material Adverse Change), 5.05 (Litigation), 5.08 (Compliance with Laws), 5.12 (Environmental Matters), 5.15 (Solvency), and 5.18 (Anti-Corruption Laws; Sanctions) of the Credit Agreement are true and correct on and as of the Borrowing Date.
2.2 No Default
No Default or Event of Default (each as defined in Article VIII of the Credit Agreement) has occurred and is continuing as of the date hereof, or would result from (a) the making of the proposed Borrowing, (b) the application of the proceeds thereof, or (c) the consummation of any transaction to be funded in whole or in part with such proceeds. The Borrower is in compliance with all covenants, agreements, and conditions set forth in the Credit Agreement and each other Loan Document to which it is a party.
2.3 Compliance with Borrowing Limits
After giving effect to the proposed Borrowing (including the disbursement and application of the proceeds thereof), the aggregate outstanding principal amount of all Revolving Credit Loans, together with the aggregate stated amount of all outstanding Letters of Credit and the aggregate outstanding principal amount of all Swingline Loans, does not and will not exceed the Total Revolving Credit Commitment of $400,000,000. The Borrower has calculated the Revolving Credit Utilization and Revolving Credit Availability in accordance with the Credit Agreement and confirms that sufficient availability exists under the Revolving Credit Facility to accommodate the requested Borrowing.
2.4 Financial Covenant Compliance
Instruction Note: If the Credit Agreement requires pro forma compliance with one or more financial covenants as a condition to the requested Borrowing (for example, in connection with Borrowings the proceeds of which will be used to finance a Permitted Acquisition, or in connection with Borrowings that would cause aggregate Revolving Credit Utilization to exceed a specified threshold), include the following certification. If pro forma financial covenant compliance is not required for the requested Borrowing, this Section 2.4 may be marked "Not Applicable" or deleted.
[If applicable:] The Borrower hereby certifies that, after giving pro forma effect to the requested Borrowing and the application of the proceeds thereof (including, without limitation, any Permitted Acquisition or other transaction to be consummated in connection therewith, calculated on a pro forma basis in accordance with Article VII of the Credit Agreement), the Borrower is in compliance with each of the following financial covenants:
(a) Maximum Total Leverage Ratio: The ratio of Total Funded Debt to Consolidated EBITDA, calculated as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01 of the Credit Agreement, on a pro forma basis after giving effect to the requested Borrowing and any related transactions, does not exceed 3.75 to 1.00;
(b) Minimum Interest Coverage Ratio: The ratio of Consolidated EBITDA to Consolidated Interest Expense, calculated as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01 of the Credit Agreement, on a pro forma basis after giving effect to the requested Borrowing and any related transactions, is not less than 3.00 to 1.00; and
(c) Maximum Capital Expenditures: The aggregate amount of Capital Expenditures made or committed to be made by the Borrower and its Restricted Subsidiaries during the current fiscal year does not and, after giving effect to the application of the proceeds of the requested Borrowing, will not exceed $45,000,000 for such fiscal year (with carry-forward of up to $22,500,000 of unused amounts from the immediately preceding fiscal year, to the extent permitted under Section 7.11 of the Credit Agreement).
[If not applicable:] Section 2.4 is not applicable to this Borrowing Request.
2.5 Use of Proceeds
The proceeds of the requested Borrowing will be used solely for purposes permitted under Section 6.10 of the Credit Agreement, including the following [check or specify all that apply]:
Refinancing of the Existing Facility (the $210,000,000 senior secured term loan facility dated as of March 15, 2021, among the Borrower, the lenders party thereto, and the administrative agent named therein) (applicable only to initial Borrowings under the Credit Agreement);
Working capital and general corporate purposes of the Borrower and its Restricted Subsidiaries in the ordinary course of business;
Financing of one or more Permitted Acquisitions in accordance with Section 7.04 of the Credit Agreement, including the payment of purchase price, transaction costs, and related expenses;
Capital expenditures in the ordinary course of business, subject to the limitations set forth in Section 7.11 of the Credit Agreement;
Other: [____________].
The Borrower acknowledges that no portion of the proceeds of any Borrowing shall be used, directly or indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable Anti-Corruption Laws, (ii) for the purpose of funding, financing, or facilitating any activities, business, or transaction of or with any Sanctioned Person, or in any Sanctioned Country, in each case to the extent such funding, financing, or facilitation would be prohibited by applicable Sanctions, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.
Section 3: Conditions Precedent Acknowledgment
The Borrower hereby acknowledges and confirms that the conditions to borrowing set forth in Section 4.02 of the Credit Agreement (Conditions to Each Credit Event) have been satisfied, or will be satisfied as of the Borrowing Date, including without limitation:
(a) the delivery of this Borrowing Request in accordance with Section 2.03 of the Credit Agreement within the timeframes specified therein;
(b) the accuracy of the representations and warranties set forth in Section 2 of this Borrowing Request and the corresponding provisions of the Credit Agreement;
(c) the absence of any Default or Event of Default as certified in Section 2.2 above; and
(d) compliance with all borrowing limits, financial covenants, and other conditions applicable to the requested Borrowing.
With respect to the initial Borrowing under the Credit Agreement (if applicable): The Borrower further acknowledges and confirms that all conditions precedent to the effectiveness of the Credit Agreement and the initial funding thereunder, as set forth in Section 4.01 of the Credit Agreement (Conditions to Effectiveness), have been satisfied or waived by the Administrative Agent and the Required Lenders, including the delivery of all closing deliverables and the satisfaction of all post-closing conditions on or prior to the Funding Deadline of February 28, 2026. Without limiting the foregoing, the Borrower confirms that all conditions set forth in Section 4.01 of the Credit Agreement — including the delivery of executed Loan Documents, legal opinions, officer's certificates, organizational documents, evidence of insurance, lien search results, UCC financing statements, and all other items required to be delivered on or prior to the Closing Date or the Funding Deadline — have been satisfied or will be satisfied prior to the disbursement of funds on the Borrowing Date.
Section 4: Administrative Agent Authorization
The Borrower hereby irrevocably authorizes the Administrative Agent to charge the Borrower's deposit account maintained with Prescott National Bank, N.A. (or any affiliate thereof) for all principal, interest, fees, expenses, indemnities, and other amounts due and payable by the Borrower under the Credit Agreement and the other Loan Documents, in each case on the dates such amounts become due and payable in accordance with the terms of the Credit Agreement. This authorization shall remain in effect until the Borrower provides written notice of revocation to the Administrative Agent, which revocation shall not be effective with respect to any amounts that have accrued or become due and payable prior to the Administrative Agent's receipt of such revocation notice.
The Borrower further authorizes and directs the Administrative Agent to debit the applicable account(s) of the Borrower for the payment of any breakage, indemnification, or other costs arising in connection with the prepayment, conversion, or continuation of any Borrowing in accordance with the terms of the Credit Agreement, including without limitation any amounts payable pursuant to Section 2.16 (Breakage Payments) or Section 2.17 (Increased Costs) of the Credit Agreement.
Signature
IN WITNESS WHEREOF, the undersigned has executed this Borrowing Request as of the date first written above.
WHITMORE AEROSPACE LLC
By: ________
Name: [________]
Title: [________]
Date: [________]
Instruction Note: This Borrowing Request must be signed by an authorized officer of the Borrower. Authorized officers for purposes of delivering Borrowing Requests include any of the following, as designated in the incumbency certificate delivered to the Administrative Agent on the Closing Date (or as subsequently updated by delivery of an updated incumbency certificate): the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, or the General Counsel & Secretary of the Borrower. For the avoidance of doubt, the following individuals are currently designated as authorized signatories:
• Sandra Petrova, Chief Financial Officer
• Derek Whitmore, Chief Executive Officer
• Gregory Alston, General Counsel & Secretary
Schedule 1 to Borrowing Request
BORROWING REQUEST SUMMARY TABLE
(For Administrative Agent's Records)
Note: Total Revolving Credit Utilization equals the sum of (i) all outstanding Revolving Credit Loans, (ii) all outstanding Swingline Loans, and (iii) the aggregate stated amount of all outstanding Letters of Credit. Remaining Revolving Credit Availability equals the Total Revolving Credit Commitment of $400,000,000 minus Total Revolving Credit Utilization. The foregoing amounts are calculated after giving pro forma effect to the requested Borrowing.
Calculation Verification:
Confirm: (G) does not exceed $400,000,000 (Total Revolving Credit Commitment).
If Swingline Borrowing, confirm: Total Swingline Loans Outstanding (after giving effect) does not exceed $25,000,000 (Swingline Sub-Facility).
Confirm: Total LC Exposure Outstanding does not exceed $50,000,000 (LC Sub-Facility).
Delivery and Notice Information
Delivery Instructions. This Borrowing Request should be delivered to the Administrative Agent at the address set forth above, or by electronic mail to:
Prescott National Bank, N.A. Leveraged Finance — Agency Services
Email: leveragedfinance.agency@prescottnational.com
Attention: Victoria Engstrom, Managing Director
With a copy to:
Email: loanops.revolver@prescottnational.com
Attention: Loan Operations — Whitmore Aerospace LLC Account Team
Minimum Notice Periods. The Borrower is reminded that, pursuant to Section 2.03 of the Credit Agreement, the following minimum notice periods apply to the delivery of Borrowing Requests:
• Term SOFR Borrowing: Irrevocable notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) at least three (3) Business Days before the requested Borrowing Date.
• ABR Borrowing: Irrevocable notice must be received by the Administrative Agent not later than 1:00 p.m. (New York City time) at least one (1) Business Day before the requested Borrowing Date.
• Swingline Borrowing: Irrevocable notice must be received by the Administrative Agent (and the Swingline Lender) not later than 1:00 p.m. (New York City time) at least one (1) Business Day before the requested Borrowing Date.
General Reference. This Borrowing Request is subject in all respects to the terms and conditions set forth in the Credit Agreement, including without limitation Section 2.03 (Requests for Revolving Credit Borrowings), Section 2.04 (Swingline Loans), Section 2.07 (Interest), Section 2.14 (Conversion and Continuation Elections), Section 4.02 (Conditions to Each Credit Event), and all other applicable provisions thereof. In the event of any inconsistency between this Borrowing Request and the Credit Agreement, the terms of the Credit Agreement shall govern and control.
[End of Form of Borrowing Request]
| Field | Detail |
| Bank Name: | [________] |
| ABA/Routing Number: | [________] |
| Account Name: | [________] |
| Account Number: | [________] |
| Reference: | [________] |
| Field | Detail |
| Bank Name: | Prescott National Bank, N.A. |
| ABA/Routing Number: | 053000196 |
| Account Name: | Whitmore Aerospace LLC Operating Account |
| Account Number: | 4871-XXXX-XXXX |
| Reference: | Revolving Credit Borrowing — [Date] |
| Field | Detail |
| Borrowing Request Number: | [____] |
| Borrowing Date: | [____] |
| Type of Borrowing: | [Revolving Credit / Swingline] |
| Interest Rate Type: | [Term SOFR / ABR] |
| Interest Period (if applicable): | [1 month / 3 months / 6 months / 12 months / N/A] |
| Principal Amount Requested: | $[____] |
| Total Revolving Credit Loans Outstanding (after giving effect): | $[____] |
| Total Swingline Loans Outstanding (after giving effect): | $[____] |
| Total LC Exposure Outstanding: | $[____] |
| Total Revolving Credit Utilization (after giving effect): | $[______________] |
| Remaining Revolving Credit Availability: | $[______________] |
Amount
| (A) Total Revolving Credit Commitment: | $400,000,000 |
| (B) Revolving Credit Loans Outstanding (prior to this Borrowing): | $[____] |
| (C) Swingline Loans Outstanding (prior to this Borrowing): | $[____] |
| (D) LC Exposure Outstanding: | $[____] |
| (E) Current Revolving Credit Utilization (B + C + D): | $[____] |
| (F) Amount of this Borrowing Request: | $[____] |
| (G) Revolving Credit Utilization After Giving Effect (E + F): | $[______________] |
| (H) Remaining Revolving Credit Availability (A − G): | $[______________] |