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EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

CUSIP No.: 96438LAA3

Exhibit B 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 from time to time, the Lenders party thereto from time to time, and Prescott National Bank, N.A., in its capacities as Administrative Agent, Collateral Agent, and Swingline Lender.

NOTE TO DRAFT: This is a blank form template intended for use by the Borrower in connection with the delivery requirements set forth in the Credit Agreement. All bracketed items ("[__]") are to be completed by the Borrower at the time of delivery of each Compliance Certificate. Instructions appearing in italics or brackets are included for reference only and should be deleted from the final executed version of each certificate as delivered.

COMPLIANCE CERTIFICATE

Section 1. Introductory Certificate and Identification

Date: [____, 20]

To:

Prescott National Bank, N.A., as Administrative Agent 550 South Tryon Street Charlotte, North Carolina 28202

Attention: Victoria Engstrom, Managing Director, Leveraged Finance

Telephone: (704) 386-5000

Email: victoria.engstrom@prescottnational.com

With a copy to:

Caldwell Pryor & Shea LLP 300 Madison Avenue, 22nd Floor New York, New York 10017

Attention: Raymond Okafor

Telephone: (212) 554-7200

Email: rokafor@caldwellpryor.com

Ladies and Gentlemen:

The undersigned, the Chief Financial Officer of Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower"), hereby certifies, in [his/her] capacity as an officer of the Borrower and not in any individual capacity, pursuant to Section [_] of the Credit Agreement dated as of January 30, 2026 (the "Credit Agreement"; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement), as follows:

This Compliance Certificate is delivered with respect to the fiscal [quarter/year] ended [___, 20] (the "**Test Period End Date**"). The Test Period End Date corresponds to the end of the [first/second/third/fourth] fiscal quarter of the Borrower's fiscal year ending [___, 20__]. As used herein, the "Test Period" means the period of four consecutive fiscal quarters of the Borrower ending on the Test Period End Date.

Section 2. Delivery of Financial Statements

The undersigned hereby certifies that the Borrower has delivered, or is concurrently delivering with this Compliance Certificate, to the Administrative Agent the financial statements required under Section [_] (*Annual Financial Statements*) [or] [and] Section [_] (Quarterly Financial Statements) of the Credit Agreement for the fiscal [quarter/year] ended on the Test Period End Date (the "Subject Financial Statements").

The undersigned further certifies that the Subject Financial Statements fairly present, in all material respects, the consolidated financial condition and results of operations of the Borrower and its Subsidiaries as of the dates and for the periods indicated therein, subject, in the case of quarterly financial statements, to normal year-end audit adjustments and the absence of footnotes required by GAAP. To the knowledge of the undersigned, there are no material adjustments that would be required to make such financial statements not misleading.

The undersigned further certifies that the Subject Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") applied on a basis consistent with prior periods and with the accounting principles applied in the preparation of the financial statements most recently delivered to the Administrative Agent prior to the date hereof, except as otherwise disclosed in the notes thereto or as otherwise permitted by the Credit Agreement. Any changes in accounting policies, practices, or estimates from those used in the preparation of the most recently delivered financial statements have been identified and described in reasonable detail in the notes to the Subject Financial Statements or in a separate schedule accompanying this Compliance Certificate.

In the case of the annual financial statements delivered in connection with this Compliance Certificate, such financial statements have been audited by Grayson Tidwell & Associates LLP, the Borrower's independent registered public accounting firm, and are accompanied by the report of such firm, which report (i) is prepared in accordance with generally accepted auditing standards, (ii) is not subject to any "going concern" or like qualification, exception, or explanatory paragraph (other than any such qualification, exception, or explanatory paragraph solely with respect to, or resulting solely from, (A) an upcoming maturity date of Indebtedness under the Credit Agreement occurring within twelve (12) months of the date of such report or (B) any prospective or actual failure to satisfy any financial covenant under the Credit Agreement), and (iii) does not contain any qualification or exception as to the scope of such audit. [Include this paragraph only when delivering annual financial statements.]

Section 3. Financial Covenant Compliance Calculations

Set forth below are the calculations demonstrating the Borrower's compliance (or noncompliance, as applicable) with each financial covenant set forth in Section [_] (Financial Covenants) of the Credit Agreement, in each case as of and for the Test Period ending on the Test Period End Date. All calculations have been made in accordance with GAAP as in effect on the Signing Date (January 30, 2026), applied on a consistent basis, and in conformity with the definitions set forth in the Credit Agreement. Dollar amounts are expressed in United States dollars.

Section 3.1. Maximum Total Leverage Ratio

Covenant Requirement: Pursuant to Section [_] of the Credit Agreement, the Borrower shall not permit the Total Leverage Ratio, determined as of the last day of any fiscal quarter on a trailing four-quarter (last twelve months) basis, to exceed 3.75 to 1.00.

Definition: The "Total Leverage Ratio" means, as of any date of determination, the ratio of (a) Total Funded Debt as of such date to (b) Consolidated EBITDA for the Test Period ending on such date.

Part A — Total Funded Debt (as of the Test Period End Date)

Part B — Consolidated EBITDA (for the four consecutive fiscal quarters ending on the Test Period End Date)

Note: If any pro forma adjustments are required to be made to Consolidated EBITDA in connection with any Permitted Acquisition, Disposition, or other transaction consummated during the Test Period, such adjustments should be itemized and described in a separate schedule attached hereto, with reasonable supporting detail. Such pro forma adjustments shall be calculated in accordance with the requirements of the Credit Agreement.

Part C — Total Leverage Ratio

Section 3.2. Minimum Interest Coverage Ratio

Covenant Requirement: Pursuant to Section [_] of the Credit Agreement, the Borrower shall not permit the Interest Coverage Ratio, determined as of the last day of any fiscal quarter on a trailing four-quarter (last twelve months) basis, to be less than 3.00 to 1.00.

Definition: The "Interest Coverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the Test Period ending on such date to (b) Consolidated Interest Expense for the Test Period ending on such date.

Part A — Consolidated EBITDA (for the four consecutive fiscal quarters ending on the Test Period End Date)

Part B — Consolidated Interest Expense (for the four consecutive fiscal quarters ending on the Test Period End Date)

Note: For the avoidance of doubt, Consolidated Interest Expense shall not include (a) amortization of deferred financing costs to the extent already included as a non-cash charge add-back in the calculation of Consolidated EBITDA, if the Credit Agreement so provides, or (b) any one-time charges associated with the early repayment or refinancing of Indebtedness, to the extent excluded from the definition of Consolidated Interest Expense under the Credit Agreement. The undersigned should confirm the applicable treatment under the Credit Agreement's definitions.

Part C — Interest Coverage Ratio

Section 3.3. Maximum Capital Expenditures

Covenant Requirement: Pursuant to Section [_] of the Credit Agreement, the Borrower and its Subsidiaries shall not make or incur Capital Expenditures in any fiscal year in an aggregate amount exceeding $45,000,000, provided that if the aggregate amount of Capital Expenditures made or incurred during the immediately preceding fiscal year is less than $45,000,000, then up to 50% of the amount of such shortfall (but in no event more than $22,500,000) may be carried forward and added to the Maximum Permitted Capital Expenditures for the current fiscal year. Any carried-forward amount not utilized during the fiscal year to which it is carried forward shall expire and shall not be further carried forward to any subsequent fiscal year.

Note: For the first fiscal year ending after the Signing Date (fiscal year 2026), the carry-forward from fiscal year 2025 shall be calculated as the lesser of (a) $45,000,000 minus the actual aggregate Capital Expenditures incurred by the Borrower and its Subsidiaries during fiscal year 2025 and (b) $22,500,000. The Borrower shall provide reasonable supporting documentation for the fiscal year 2025 Capital Expenditures figure used in such calculation upon request by the Administrative Agent.

Note: This Section 3.3 need only be completed (i) at the end of each fiscal year (in the Compliance Certificate delivered concurrently with the annual audited financial statements) and (ii) at the end of each interim fiscal quarter if Capital Expenditures during such fiscal year through the Test Period End Date exceed, or are reasonably expected to exceed, 75% of the Maximum Permitted Capital Expenditures for such fiscal year, unless the Credit Agreement otherwise requires quarterly reporting. The Borrower should confirm the applicable delivery requirements under the Credit Agreement.

Section 4. Representations and No Default Certification

4.1 The undersigned hereby certifies that, as of the Test Period End Date and as of the date hereof, each of the representations and warranties of the Borrower and each Subsidiary Guarantor set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, true and correct in all respects), except to the extent that such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects (or all respects, as applicable) as of such earlier date. For the avoidance of doubt, the representations and warranties set forth in Section [_] (*Organization; Powers*), Section [] (*Authorization; Enforceability*), Section [] (*No Conflicts*), Section [] (*Financial Information*), Section [] (*No Material Adverse Change*), Section [] (*Litigation*), Section [] (*Compliance with Laws*), Section [] (*ERISA Compliance*), Section [] (*Taxes*), Section [] (*Ownership of Property*), Section [] (*Environmental Matters*), Section [] (*Solvency*), and Section [__] (Anti-Corruption; Sanctions) of the Credit Agreement have each been reviewed by the undersigned and are confirmed to be true and correct in all material respects (or all respects, as applicable) as described in the preceding sentence.

4.2 The undersigned hereby certifies that no Default or Event of Default has occurred and is continuing as of the Test Period End Date or as of the date hereof [, except as set forth on Schedule 1 attached hereto].

[Instruction: Include the bracketed language and attach Schedule 1 only if a Default or Event of Default exists as of the Test Period End Date or the date of delivery of this Compliance Certificate. If a Default or Event of Default is disclosed on Schedule 1, the Borrower must provide a description of (a) the nature of the Default or Event of Default, (b) the Section of the Credit Agreement or other Loan Document to which it relates, (c) the date on which the Default or Event of Default first occurred or was first discovered by the Borrower, and (d) the actions the Borrower has taken or proposes to take with respect thereto, including any anticipated timeline for cure or remedy. If no Default or Event of Default exists, delete the bracketed language and Schedule 1.]

4.3 The undersigned hereby certifies that since the date of the most recently delivered Compliance Certificate (or, in the case of the first Compliance Certificate delivered under the Credit Agreement, since the Signing Date), there has been no event, development, or circumstance that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect [, except as set forth on Schedule 2 attached hereto].

[Instruction: Include the bracketed language and attach Schedule 2 only if any event, development, or circumstance constituting or reasonably expected to constitute a Material Adverse Effect has occurred since the date of the most recently delivered Compliance Certificate (or the Signing Date, as applicable). If no such event, development, or circumstance has occurred, delete the bracketed language and Schedule 2.]

Section 5. Additional Information

The undersigned hereby provides the following additional information required to be disclosed to the Administrative Agent pursuant to the terms of the Credit Agreement, to the extent any such changes or events have occurred since the date of the most recently delivered Compliance Certificate (or, in the case of the first Compliance Certificate, since the Signing Date):

(a) Changes to the list of Subsidiaries: Any additions to or removals from the list of Subsidiaries of the Borrower since the date of the most recently delivered Compliance Certificate (or the Signing Date), including the name, jurisdiction of organization, and ownership percentage of any new Subsidiary, and identification of whether such Subsidiary is or is required to become a Subsidiary Guarantor: [Describe any such changes or state "None."]

(b) Changes to legal name or jurisdiction of organization: Any change in the legal name, state or jurisdiction of organization or formation, organizational identification number, or form of entity of the Borrower or any Subsidiary Guarantor: [Describe any such changes or state "None."]

(c) New Indebtedness or Liens: Any Indebtedness incurred or Liens granted by the Borrower or any Subsidiary since the date of the most recently delivered Compliance Certificate (or the Signing Date) that is not otherwise permitted under the Credit Agreement, or that, although permitted, is required to be reported hereunder: [Describe any such Indebtedness or Liens or state "None."]

(d) Material Litigation: Any material litigation, arbitration, governmental investigation, or other proceeding commenced against or involving the Borrower or any Subsidiary since the date of the most recently delivered Compliance Certificate (or the Signing Date) that (i) involves a claim in excess of $5,000,000 (or such other threshold specified in the Credit Agreement), (ii) seeks injunctive or equitable relief that could reasonably be expected to have a Material Adverse Effect, or (iii) is otherwise required to be disclosed under the Credit Agreement: [Describe any such proceedings or state "None."]

(e) Other required disclosures: Any other information required to be disclosed or delivered to the Administrative Agent in connection with this Compliance Certificate pursuant to the terms of the Credit Agreement, including (without limitation) any changes in the Borrower's certified organizational documents, material amendments to Material Contracts, changes in insurance coverage, or ERISA events: [Describe any such information or state "None."]

Section 6. Schedules

Schedule 1 — Existing Defaults or Events of Default

[Instruction: If no Default or Event of Default exists as of the Test Period End Date or the date of this Compliance Certificate, state "None" below. If any Default or Event of Default exists, provide a complete description, including:

(a) the nature and a brief factual description of the Default or Event of Default;

(b) the specific Section of the Credit Agreement or other Loan Document to which the Default or Event of Default relates;

(d) the actions the Borrower has taken or proposes to take to cure or remedy the Default or Event of Default, including any anticipated timeline for cure or remedy and any waivers or amendments that the Borrower intends to request from the Lenders.]

[Insert description or "None"]

Schedule 2 — Material Adverse Effect Disclosure

[Instruction: If no event, development, or circumstance constituting or reasonably expected to constitute a Material Adverse Effect has occurred since the date of the most recently delivered Compliance Certificate (or the Signing Date, as applicable), state "None" below. If any such event, development, or circumstance has occurred, provide a description of the nature thereof and the actions taken or proposed to be taken by the Borrower with respect thereto.]

[Insert description or "None"]

Section 7. Certification and Signature

The undersigned has caused this Compliance Certificate to be duly executed and delivered as of the date first written above. The undersigned certifies that the information contained herein and in any schedules or attachments hereto is true, correct, and complete in all material respects as of the date hereof, and that the undersigned has reviewed the terms of the Credit Agreement and has made, or caused to be made under [his/her] supervision, a review in reasonable detail of the transactions and financial condition of the Borrower and its Subsidiaries during the accounting period covered by the Subject Financial Statements. Such review did not disclose, and the undersigned has no knowledge of, any condition or event that constitutes a Default or Event of Default during or at the end of the accounting period covered by the Subject Financial Statements or as of the date hereof [, except as set forth in Schedule 1 hereto].

WHITMORE AEROSPACE LLC, a Delaware limited liability company

By: ________

Name: [______]

Title: Chief Financial Officer

Date: [___, 20_]

Instruction: This Compliance Certificate is to be signed by the Chief Financial Officer of the Borrower (or, in the absence of the Chief Financial Officer, by the Chief Executive Officer or another Authorized Officer designated in writing to the Administrative Agent in accordance with the Credit Agreement). The signatory certifies the foregoing solely in his or her capacity as an officer of the Borrower and not in any individual capacity, and no personal liability shall attach to any individual signatory hereof by reason of such certification.

Appendix: Instructions for Completion of this Compliance Certificate

The following instructions are provided for the convenience of the Borrower and its officers in completing this Compliance Certificate. These instructions do not form part of the Compliance Certificate itself and should not be included in the executed version delivered to the Administrative Agent.

1. Delivery Timing. This Compliance Certificate shall be delivered to the Administrative Agent within:

(a) Ninety (90) days after the end of each fiscal year of the Borrower, concurrently with the delivery of the annual audited consolidated financial statements of the Borrower and its Subsidiaries required under Section [_] (Annual Financial Statements) of the Credit Agreement; and

(b) Forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, concurrently with the delivery of the quarterly unaudited consolidated financial statements of the Borrower and its Subsidiaries required under Section [_] (Quarterly Financial Statements) of the Credit Agreement.

Failure to timely deliver a Compliance Certificate constitutes an Event of Default under the Credit Agreement. The Borrower is encouraged to maintain an internal calendar of delivery deadlines and to initiate preparation of each Compliance Certificate promptly following the close of the applicable fiscal quarter or fiscal year.

2. Distribution. The Administrative Agent will distribute copies of each Compliance Certificate to each Lender under the Credit Agreement promptly upon receipt. The Borrower need only deliver the original executed Compliance Certificate (and any accompanying schedules and supporting documentation) to the Administrative Agent at the address specified in Section 1 above, unless the Credit Agreement or the Administrative Agent otherwise directs.

3. Accounting Standards and Definitions. All calculations set forth in this Compliance Certificate shall be made in accordance with GAAP as in effect on the Signing Date (January 30, 2026), applied on a consistent basis, and in conformity with the definitions set forth in Article I (Definitions) of the Credit Agreement. To the extent of any conflict or ambiguity between GAAP and the definitions in the Credit Agreement, the definitions in the Credit Agreement shall control. If any change in GAAP occurs after the Signing Date that would affect the computation of any financial covenant or financial definition set forth in the Credit Agreement, the Borrower and the Administrative Agent shall negotiate in good faith to amend the applicable provisions in accordance with Section [_] (Amendments; Waivers) of the Credit Agreement, and until such amendment is agreed upon, calculations shall be made in accordance with GAAP as in effect on the Signing Date.

4. Pro Forma Adjustments. Where the Credit Agreement requires pro forma calculations (including, without limitation, in connection with a Permitted Acquisition, a Permitted Disposition, the incurrence of Incremental Facility commitments, or the incurrence or repayment of other Indebtedness), such pro forma adjustments shall be reflected in a separate schedule attached to this Compliance Certificate with reasonable supporting detail, including:

(a) a description of the transaction giving rise to the pro forma adjustment;

(b) the date on which such transaction was consummated (or is expected to be consummated);

(d) the pro forma impact on each line item of the financial covenant calculation affected by such adjustment; and

(e) a recalculation of each applicable financial covenant on a pro forma basis after giving effect to such adjustment.

Pro forma adjustments shall be calculated in accordance with Section [_] (Pro Forma Calculations) of the Credit Agreement and Regulation S-X under the Securities Act of 1933, as amended, to the extent applicable.

5. Contact Information. Questions regarding the preparation or delivery of this Compliance Certificate, or regarding the calculation of any financial covenant, should be directed to:

Sandra Petrova Chief Financial Officer Whitmore Aerospace LLC 2400 Centennial Tower Drive, Suite 800 Herndon, Virginia 20170 Telephone: (703) 555-4200

Email: spetrova@whitmoreaero.com

Gregory Alston General Counsel & Secretary Whitmore Aerospace LLC 2400 Centennial Tower Drive, Suite 800 Herndon, Virginia 20170 Telephone: (703) 555-4215

Email: galston@whitmoreaero.com

[End of Exhibit B — Form of Compliance Certificate]

Line	Description	Amount
1.	Outstanding Revolving Credit Loans	$[__]
2.	Outstanding Swingline Loans	$[__]
3.	LC Exposure (aggregate undrawn stated amount of all outstanding Letters of Credit, plus any unreimbursed LC Disbursements)	$[__]
4.	Other Funded Indebtedness (including, without limitation, Capital Lease Obligations, purchase money indebtedness, Indebtedness under any Incremental Facility, and any other Indebtedness for borrowed money constituting "Funded Debt" as defined in the Credit Agreement)	$[__]
5.	Total Funded Debt (sum of lines 1 through 4)	$[__________]
Line	Description	Amount
1.	Consolidated Net Income	$[__]
2.	Plus: Consolidated Interest Expense (to the extent deducted in calculating Consolidated Net Income)	$[__]
3.	Plus: Income tax expense (including federal, state, local, and foreign income taxes, and franchise taxes based on income, to the extent deducted in calculating Consolidated Net Income)	$[__]
4.	Plus: Depreciation expense (to the extent deducted in calculating Consolidated Net Income)	$[__]
5.	Plus: Amortization expense (including amortization of intangible assets, deferred financing costs, and debt discount, to the extent deducted in calculating Consolidated Net Income)	$[__]
6.	Plus: Non-cash charges and losses (to the extent deducted in calculating Consolidated Net Income), including without limitation non-cash compensation charges (e.g., stock-based or equity-based compensation), non-cash impairment charges, non-cash restructuring charges, and non-cash write-downs of assets	$[__]
7.	Plus: Transaction fees and expenses related to Permitted Acquisitions consummated or proposed during the Test Period (to the extent deducted in calculating Consolidated Net Income), including due diligence costs, legal fees, accounting fees, investment banking fees, and integration costs	$[__]
8.	Plus: Other add-backs permitted under the definition of "Consolidated EBITDA" in the Credit Agreement (describe in reasonable detail on a separate schedule, if applicable)	$[__]
9.	Minus: Non-cash gains and income (to the extent included in Consolidated Net Income), including without limitation non-cash gains on the disposition of assets, unrealized gains on Swap Agreements, and other non-cash items of income	$[__]
10.	Consolidated EBITDA (sum of lines 1 through 8, minus line 9)	$[__________]
Line	Description	Amount / Ratio
1.	Total Funded Debt (Part A, line 5)	$[__]
2.	Consolidated EBITDA (Part B, line 10)	$[__]
3.	Total Leverage Ratio (line 1 ÷ line 2)	[________] to 1.00
4.	Maximum Permitted Total Leverage Ratio	3.75 to 1.00
5.	In Compliance:	[Yes/No]
Line	Description	Amount
1.	Consolidated EBITDA (as calculated in Section 3.1, Part B, line 10 above)	$[__]

Line	Description	Amount
1.	Cash interest expense on all Indebtedness of the Borrower and its Subsidiaries (including interest on Revolving Credit Loans, Term Loans, Swingline Loans, and any other Indebtedness under the Credit Facility, as well as interest on all other Funded Debt)	$[__]
2.	Plus: Non-cash interest expense (including amortization of deferred financing costs, amortization of original issue discount, pay-in-kind interest, and accretion of debt discount)	$[__]
3.	Plus: Net payments under Swap Agreements in respect of interest rate hedging (i.e., cash amounts paid by the Borrower or its Subsidiaries in excess of cash amounts received during the Test Period in connection with interest rate Swap Agreements)	$[__]
4.	Minus: Net receipts under Swap Agreements in respect of interest rate hedging (i.e., cash amounts received by the Borrower or its Subsidiaries in excess of cash amounts paid during the Test Period in connection with interest rate Swap Agreements)	$[__]
5.	Plus: Commitment fees, letter of credit participation fees, letter of credit fronting fees, administrative agent fees, and similar recurring fees payable under the Credit Agreement and any other credit facility	$[__]
6.	Consolidated Interest Expense (sum of lines 1, 2, 3, and 5, minus line 4)	$[__________]
Line	Description	Amount / Ratio
1.	Consolidated EBITDA (Part A, line 1)	$[__]
2.	Consolidated Interest Expense (Part B, line 6)	$[__]
3.	Interest Coverage Ratio (line 1 ÷ line 2)	[________] to 1.00
4.	Minimum Required Interest Coverage Ratio	3.00 to 1.00
5.	In Compliance:	[Yes/No]
Line	Description	Amount
1.	Maximum Base Capital Expenditure Limit for the current fiscal year	$45,000,000
2.	Capital Expenditures incurred by the Borrower and its Subsidiaries during the immediately preceding fiscal year	$[__]
3.	Unused Capital Expenditure amount from the preceding fiscal year (line 1 minus line 2, but not less than $0)	$[__]
4.	Carry-Forward Amount (the lesser of (a) 50% of line 3 and (b) $22,500,000)	$[__]
5.	Maximum Permitted Capital Expenditures for the current fiscal year (line 1 plus line 4)	$[__________]
6.	Capital Expenditures incurred by the Borrower and its Subsidiaries during the current fiscal year through and including the Test Period End Date	$[__]
7.	Remaining Capacity (line 5 minus line 6)	$[__________]
8.	In Compliance:	[Yes/No]

EXHIBIT B
FORM OF COMPLIANCE CERTIFICATE
CUSIP No.: 96438LAA3
Exhibit B 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 from time to time, the Lenders party thereto from time to time, and Prescott National Bank, N.A., in its capacities as Administrative Agent, Collateral Agent, and Swingline Lender.
NOTE TO DRAFT: This is a blank form template intended for use by the Borrower in connection with the delivery requirements set forth in the Credit Agreement. All bracketed items ("[__]") are to be completed by the Borrower at the time of delivery of each Compliance Certificate. Instructions appearing in italics or brackets are included for reference only and should be deleted from the final executed version of each certificate as delivered.
COMPLIANCE CERTIFICATE
Section 1. Introductory Certificate and Identification
Date: [____, 20]
To:
Prescott National Bank, N.A., as Administrative Agent 550 South Tryon Street Charlotte, North Carolina 28202
Attention: Victoria Engstrom, Managing Director, Leveraged Finance
Telephone: (704) 386-5000
Email: victoria.engstrom@prescottnational.com
With a copy to:
Caldwell Pryor & Shea LLP 300 Madison Avenue, 22nd Floor New York, New York 10017
Attention: Raymond Okafor
Telephone: (212) 554-7200
Email: rokafor@caldwellpryor.com
Ladies and Gentlemen:
The undersigned, the Chief Financial Officer of Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower"), hereby certifies, in [his/her] capacity as an officer of the Borrower and not in any individual capacity, pursuant to Section [_] of the Credit Agreement dated as of January 30, 2026 (the "Credit Agreement"; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement), as follows:
This Compliance Certificate is delivered with respect to the fiscal [quarter/year] ended [___, 20] (the "**Test Period End Date**"). The Test Period End Date corresponds to the end of the [first/second/third/fourth] fiscal quarter of the Borrower's fiscal year ending [___, 20__]. As used herein, the "Test Period" means the period of four consecutive fiscal quarters of the Borrower ending on the Test Period End Date.
Section 2. Delivery of Financial Statements
The undersigned hereby certifies that the Borrower has delivered, or is concurrently delivering with this Compliance Certificate, to the Administrative Agent the financial statements required under Section [_] (*Annual Financial Statements*) [or] [and] Section [_] (Quarterly Financial Statements) of the Credit Agreement for the fiscal [quarter/year] ended on the Test Period End Date (the "Subject Financial Statements").
The undersigned further certifies that the Subject Financial Statements fairly present, in all material respects, the consolidated financial condition and results of operations of the Borrower and its Subsidiaries as of the dates and for the periods indicated therein, subject, in the case of quarterly financial statements, to normal year-end audit adjustments and the absence of footnotes required by GAAP. To the knowledge of the undersigned, there are no material adjustments that would be required to make such financial statements not misleading.
The undersigned further certifies that the Subject Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") applied on a basis consistent with prior periods and with the accounting principles applied in the preparation of the financial statements most recently delivered to the Administrative Agent prior to the date hereof, except as otherwise disclosed in the notes thereto or as otherwise permitted by the Credit Agreement. Any changes in accounting policies, practices, or estimates from those used in the preparation of the most recently delivered financial statements have been identified and described in reasonable detail in the notes to the Subject Financial Statements or in a separate schedule accompanying this Compliance Certificate.
In the case of the annual financial statements delivered in connection with this Compliance Certificate, such financial statements have been audited by Grayson Tidwell & Associates LLP, the Borrower's independent registered public accounting firm, and are accompanied by the report of such firm, which report (i) is prepared in accordance with generally accepted auditing standards, (ii) is not subject to any "going concern" or like qualification, exception, or explanatory paragraph (other than any such qualification, exception, or explanatory paragraph solely with respect to, or resulting solely from, (A) an upcoming maturity date of Indebtedness under the Credit Agreement occurring within twelve (12) months of the date of such report or (B) any prospective or actual failure to satisfy any financial covenant under the Credit Agreement), and (iii) does not contain any qualification or exception as to the scope of such audit. [Include this paragraph only when delivering annual financial statements.]
Section 3. Financial Covenant Compliance Calculations
Set forth below are the calculations demonstrating the Borrower's compliance (or noncompliance, as applicable) with each financial covenant set forth in Section [_] (Financial Covenants) of the Credit Agreement, in each case as of and for the Test Period ending on the Test Period End Date. All calculations have been made in accordance with GAAP as in effect on the Signing Date (January 30, 2026), applied on a consistent basis, and in conformity with the definitions set forth in the Credit Agreement. Dollar amounts are expressed in United States dollars.
Section 3.1. Maximum Total Leverage Ratio
Covenant Requirement: Pursuant to Section [_] of the Credit Agreement, the Borrower shall not permit the Total Leverage Ratio, determined as of the last day of any fiscal quarter on a trailing four-quarter (last twelve months) basis, to exceed 3.75 to 1.00.
Definition: The "Total Leverage Ratio" means, as of any date of determination, the ratio of (a) Total Funded Debt as of such date to (b) Consolidated EBITDA for the Test Period ending on such date.
Part A — Total Funded Debt (as of the Test Period End Date)
Part B — Consolidated EBITDA (for the four consecutive fiscal quarters ending on the Test Period End Date)
Note: If any pro forma adjustments are required to be made to Consolidated EBITDA in connection with any Permitted Acquisition, Disposition, or other transaction consummated during the Test Period, such adjustments should be itemized and described in a separate schedule attached hereto, with reasonable supporting detail. Such pro forma adjustments shall be calculated in accordance with the requirements of the Credit Agreement.
Part C — Total Leverage Ratio
Section 3.2. Minimum Interest Coverage Ratio
Covenant Requirement: Pursuant to Section [_] of the Credit Agreement, the Borrower shall not permit the Interest Coverage Ratio, determined as of the last day of any fiscal quarter on a trailing four-quarter (last twelve months) basis, to be less than 3.00 to 1.00.
Definition: The "Interest Coverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated EBITDA for the Test Period ending on such date to (b) Consolidated Interest Expense for the Test Period ending on such date.
Part A — Consolidated EBITDA (for the four consecutive fiscal quarters ending on the Test Period End Date)
Part B — Consolidated Interest Expense (for the four consecutive fiscal quarters ending on the Test Period End Date)
Note: For the avoidance of doubt, Consolidated Interest Expense shall not include (a) amortization of deferred financing costs to the extent already included as a non-cash charge add-back in the calculation of Consolidated EBITDA, if the Credit Agreement so provides, or (b) any one-time charges associated with the early repayment or refinancing of Indebtedness, to the extent excluded from the definition of Consolidated Interest Expense under the Credit Agreement. The undersigned should confirm the applicable treatment under the Credit Agreement's definitions.
Part C — Interest Coverage Ratio
Section 3.3. Maximum Capital Expenditures
Covenant Requirement: Pursuant to Section [_] of the Credit Agreement, the Borrower and its Subsidiaries shall not make or incur Capital Expenditures in any fiscal year in an aggregate amount exceeding $45,000,000, provided that if the aggregate amount of Capital Expenditures made or incurred during the immediately preceding fiscal year is less than $45,000,000, then up to 50% of the amount of such shortfall (but in no event more than $22,500,000) may be carried forward and added to the Maximum Permitted Capital Expenditures for the current fiscal year. Any carried-forward amount not utilized during the fiscal year to which it is carried forward shall expire and shall not be further carried forward to any subsequent fiscal year.
Note: For the first fiscal year ending after the Signing Date (fiscal year 2026), the carry-forward from fiscal year 2025 shall be calculated as the lesser of (a) $45,000,000 minus the actual aggregate Capital Expenditures incurred by the Borrower and its Subsidiaries during fiscal year 2025 and (b) $22,500,000. The Borrower shall provide reasonable supporting documentation for the fiscal year 2025 Capital Expenditures figure used in such calculation upon request by the Administrative Agent.
Note: This Section 3.3 need only be completed (i) at the end of each fiscal year (in the Compliance Certificate delivered concurrently with the annual audited financial statements) and (ii) at the end of each interim fiscal quarter if Capital Expenditures during such fiscal year through the Test Period End Date exceed, or are reasonably expected to exceed, 75% of the Maximum Permitted Capital Expenditures for such fiscal year, unless the Credit Agreement otherwise requires quarterly reporting. The Borrower should confirm the applicable delivery requirements under the Credit Agreement.
Section 4. Representations and No Default Certification
4.1 The undersigned hereby certifies that, as of the Test Period End Date and as of the date hereof, each of the representations and warranties of the Borrower and each Subsidiary Guarantor set forth in the Credit Agreement and the other Loan Documents is true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, true and correct in all respects), except to the extent that such representations and warranties expressly relate to an earlier date, in which case they are true and correct in all material respects (or all respects, as applicable) as of such earlier date. For the avoidance of doubt, the representations and warranties set forth in Section [_] (*Organization; Powers*), Section [] (*Authorization; Enforceability*), Section [] (*No Conflicts*), Section [] (*Financial Information*), Section [] (*No Material Adverse Change*), Section [] (*Litigation*), Section [] (*Compliance with Laws*), Section [] (*ERISA Compliance*), Section [] (*Taxes*), Section [] (*Ownership of Property*), Section [] (*Environmental Matters*), Section [] (*Solvency*), and Section [__] (Anti-Corruption; Sanctions) of the Credit Agreement have each been reviewed by the undersigned and are confirmed to be true and correct in all material respects (or all respects, as applicable) as described in the preceding sentence.
4.2 The undersigned hereby certifies that no Default or Event of Default has occurred and is continuing as of the Test Period End Date or as of the date hereof [, except as set forth on Schedule 1 attached hereto].
[Instruction: Include the bracketed language and attach Schedule 1 only if a Default or Event of Default exists as of the Test Period End Date or the date of delivery of this Compliance Certificate. If a Default or Event of Default is disclosed on Schedule 1, the Borrower must provide a description of (a) the nature of the Default or Event of Default, (b) the Section of the Credit Agreement or other Loan Document to which it relates, (c) the date on which the Default or Event of Default first occurred or was first discovered by the Borrower, and (d) the actions the Borrower has taken or proposes to take with respect thereto, including any anticipated timeline for cure or remedy. If no Default or Event of Default exists, delete the bracketed language and Schedule 1.]
4.3 The undersigned hereby certifies that since the date of the most recently delivered Compliance Certificate (or, in the case of the first Compliance Certificate delivered under the Credit Agreement, since the Signing Date), there has been no event, development, or circumstance that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect [, except as set forth on Schedule 2 attached hereto].
[Instruction: Include the bracketed language and attach Schedule 2 only if any event, development, or circumstance constituting or reasonably expected to constitute a Material Adverse Effect has occurred since the date of the most recently delivered Compliance Certificate (or the Signing Date, as applicable). If no such event, development, or circumstance has occurred, delete the bracketed language and Schedule 2.]
Section 5. Additional Information
The undersigned hereby provides the following additional information required to be disclosed to the Administrative Agent pursuant to the terms of the Credit Agreement, to the extent any such changes or events have occurred since the date of the most recently delivered Compliance Certificate (or, in the case of the first Compliance Certificate, since the Signing Date):
(a) Changes to the list of Subsidiaries: Any additions to or removals from the list of Subsidiaries of the Borrower since the date of the most recently delivered Compliance Certificate (or the Signing Date), including the name, jurisdiction of organization, and ownership percentage of any new Subsidiary, and identification of whether such Subsidiary is or is required to become a Subsidiary Guarantor: [Describe any such changes or state "None."]
(b) Changes to legal name or jurisdiction of organization: Any change in the legal name, state or jurisdiction of organization or formation, organizational identification number, or form of entity of the Borrower or any Subsidiary Guarantor: [Describe any such changes or state "None."]
(c) New Indebtedness or Liens: Any Indebtedness incurred or Liens granted by the Borrower or any Subsidiary since the date of the most recently delivered Compliance Certificate (or the Signing Date) that is not otherwise permitted under the Credit Agreement, or that, although permitted, is required to be reported hereunder: [Describe any such Indebtedness or Liens or state "None."]
(d) Material Litigation: Any material litigation, arbitration, governmental investigation, or other proceeding commenced against or involving the Borrower or any Subsidiary since the date of the most recently delivered Compliance Certificate (or the Signing Date) that (i) involves a claim in excess of $5,000,000 (or such other threshold specified in the Credit Agreement), (ii) seeks injunctive or equitable relief that could reasonably be expected to have a Material Adverse Effect, or (iii) is otherwise required to be disclosed under the Credit Agreement: [Describe any such proceedings or state "None."]
(e) Other required disclosures: Any other information required to be disclosed or delivered to the Administrative Agent in connection with this Compliance Certificate pursuant to the terms of the Credit Agreement, including (without limitation) any changes in the Borrower's certified organizational documents, material amendments to Material Contracts, changes in insurance coverage, or ERISA events: [Describe any such information or state "None."]
Section 6. Schedules
Schedule 1 — Existing Defaults or Events of Default
[Instruction: If no Default or Event of Default exists as of the Test Period End Date or the date of this Compliance Certificate, state "None" below. If any Default or Event of Default exists, provide a complete description, including:
(a) the nature and a brief factual description of the Default or Event of Default;
(b) the specific Section of the Credit Agreement or other Loan Document to which the Default or Event of Default relates;
(c) the date on which the Default or Event of Default first occurred or was first discovered by the Borrower; and
(d) the actions the Borrower has taken or proposes to take to cure or remedy the Default or Event of Default, including any anticipated timeline for cure or remedy and any waivers or amendments that the Borrower intends to request from the Lenders.]
[Insert description or "None"]
Schedule 2 — Material Adverse Effect Disclosure
[Instruction: If no event, development, or circumstance constituting or reasonably expected to constitute a Material Adverse Effect has occurred since the date of the most recently delivered Compliance Certificate (or the Signing Date, as applicable), state "None" below. If any such event, development, or circumstance has occurred, provide a description of the nature thereof and the actions taken or proposed to be taken by the Borrower with respect thereto.]
[Insert description or "None"]
Section 7. Certification and Signature
The undersigned has caused this Compliance Certificate to be duly executed and delivered as of the date first written above. The undersigned certifies that the information contained herein and in any schedules or attachments hereto is true, correct, and complete in all material respects as of the date hereof, and that the undersigned has reviewed the terms of the Credit Agreement and has made, or caused to be made under [his/her] supervision, a review in reasonable detail of the transactions and financial condition of the Borrower and its Subsidiaries during the accounting period covered by the Subject Financial Statements. Such review did not disclose, and the undersigned has no knowledge of, any condition or event that constitutes a Default or Event of Default during or at the end of the accounting period covered by the Subject Financial Statements or as of the date hereof [, except as set forth in Schedule 1 hereto].
WHITMORE AEROSPACE LLC, a Delaware limited liability company
By: ________
Name: [______]
Title: Chief Financial Officer
Date: [___, 20_]
Instruction: This Compliance Certificate is to be signed by the Chief Financial Officer of the Borrower (or, in the absence of the Chief Financial Officer, by the Chief Executive Officer or another Authorized Officer designated in writing to the Administrative Agent in accordance with the Credit Agreement). The signatory certifies the foregoing solely in his or her capacity as an officer of the Borrower and not in any individual capacity, and no personal liability shall attach to any individual signatory hereof by reason of such certification.
Appendix: Instructions for Completion of this Compliance Certificate
The following instructions are provided for the convenience of the Borrower and its officers in completing this Compliance Certificate. These instructions do not form part of the Compliance Certificate itself and should not be included in the executed version delivered to the Administrative Agent.
1. Delivery Timing. This Compliance Certificate shall be delivered to the Administrative Agent within:
(a) Ninety (90) days after the end of each fiscal year of the Borrower, concurrently with the delivery of the annual audited consolidated financial statements of the Borrower and its Subsidiaries required under Section [_] (Annual Financial Statements) of the Credit Agreement; and
(b) Forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, concurrently with the delivery of the quarterly unaudited consolidated financial statements of the Borrower and its Subsidiaries required under Section [_] (Quarterly Financial Statements) of the Credit Agreement.
Failure to timely deliver a Compliance Certificate constitutes an Event of Default under the Credit Agreement. The Borrower is encouraged to maintain an internal calendar of delivery deadlines and to initiate preparation of each Compliance Certificate promptly following the close of the applicable fiscal quarter or fiscal year.
2. Distribution. The Administrative Agent will distribute copies of each Compliance Certificate to each Lender under the Credit Agreement promptly upon receipt. The Borrower need only deliver the original executed Compliance Certificate (and any accompanying schedules and supporting documentation) to the Administrative Agent at the address specified in Section 1 above, unless the Credit Agreement or the Administrative Agent otherwise directs.
3. Accounting Standards and Definitions. All calculations set forth in this Compliance Certificate shall be made in accordance with GAAP as in effect on the Signing Date (January 30, 2026), applied on a consistent basis, and in conformity with the definitions set forth in Article I (Definitions) of the Credit Agreement. To the extent of any conflict or ambiguity between GAAP and the definitions in the Credit Agreement, the definitions in the Credit Agreement shall control. If any change in GAAP occurs after the Signing Date that would affect the computation of any financial covenant or financial definition set forth in the Credit Agreement, the Borrower and the Administrative Agent shall negotiate in good faith to amend the applicable provisions in accordance with Section [_] (Amendments; Waivers) of the Credit Agreement, and until such amendment is agreed upon, calculations shall be made in accordance with GAAP as in effect on the Signing Date.
4. Pro Forma Adjustments. Where the Credit Agreement requires pro forma calculations (including, without limitation, in connection with a Permitted Acquisition, a Permitted Disposition, the incurrence of Incremental Facility commitments, or the incurrence or repayment of other Indebtedness), such pro forma adjustments shall be reflected in a separate schedule attached to this Compliance Certificate with reasonable supporting detail, including:
(a) a description of the transaction giving rise to the pro forma adjustment;
(b) the date on which such transaction was consummated (or is expected to be consummated);
(c) the financial data used to calculate the pro forma adjustment, including the source thereof;
(d) the pro forma impact on each line item of the financial covenant calculation affected by such adjustment; and
(e) a recalculation of each applicable financial covenant on a pro forma basis after giving effect to such adjustment.
Pro forma adjustments shall be calculated in accordance with Section [_] (Pro Forma Calculations) of the Credit Agreement and Regulation S-X under the Securities Act of 1933, as amended, to the extent applicable.
5. Contact Information. Questions regarding the preparation or delivery of this Compliance Certificate, or regarding the calculation of any financial covenant, should be directed to:
Sandra Petrova Chief Financial Officer Whitmore Aerospace LLC 2400 Centennial Tower Drive, Suite 800 Herndon, Virginia 20170 Telephone: (703) 555-4200
Email: spetrova@whitmoreaero.com
Gregory Alston General Counsel & Secretary Whitmore Aerospace LLC 2400 Centennial Tower Drive, Suite 800 Herndon, Virginia 20170 Telephone: (703) 555-4215
Email: galston@whitmoreaero.com
[End of Exhibit B — Form of Compliance Certificate]
Line | Description | Amount
1. | Outstanding Revolving Credit Loans | $[__]
2. | Outstanding Swingline Loans | $[__]
3. | LC Exposure (aggregate undrawn stated amount of all outstanding Letters of Credit, plus any unreimbursed LC Disbursements) | $[__]
4. | Other Funded Indebtedness (including, without limitation, Capital Lease Obligations, purchase money indebtedness, Indebtedness under any Incremental Facility, and any other Indebtedness for borrowed money constituting "Funded Debt" as defined in the Credit Agreement) | $[__]
5. | Total Funded Debt (sum of lines 1 through 4) | $[__________]
Line | Description | Amount
1. | Consolidated Net Income | $[__]
2. | Plus: Consolidated Interest Expense (to the extent deducted in calculating Consolidated Net Income) | $[__]
3. | Plus: Income tax expense (including federal, state, local, and foreign income taxes, and franchise taxes based on income, to the extent deducted in calculating Consolidated Net Income) | $[__]
4. | Plus: Depreciation expense (to the extent deducted in calculating Consolidated Net Income) | $[__]
5. | Plus: Amortization expense (including amortization of intangible assets, deferred financing costs, and debt discount, to the extent deducted in calculating Consolidated Net Income) | $[__]
6. | Plus: Non-cash charges and losses (to the extent deducted in calculating Consolidated Net Income), including without limitation non-cash compensation charges (e.g., stock-based or equity-based compensation), non-cash impairment charges, non-cash restructuring charges, and non-cash write-downs of assets | $[__]
7. | Plus: Transaction fees and expenses related to Permitted Acquisitions consummated or proposed during the Test Period (to the extent deducted in calculating Consolidated Net Income), including due diligence costs, legal fees, accounting fees, investment banking fees, and integration costs | $[__]
8. | Plus: Other add-backs permitted under the definition of "Consolidated EBITDA" in the Credit Agreement (describe in reasonable detail on a separate schedule, if applicable) | $[__]
9. | Minus: Non-cash gains and income (to the extent included in Consolidated Net Income), including without limitation non-cash gains on the disposition of assets, unrealized gains on Swap Agreements, and other non-cash items of income | $[__]
10. | Consolidated EBITDA (sum of lines 1 through 8, minus line 9) | $[__________]
Line | Description | Amount / Ratio
1. | Total Funded Debt (Part A, line 5) | $[__]
2. | Consolidated EBITDA (Part B, line 10) | $[__]
3. | Total Leverage Ratio (line 1 ÷ line 2) | [________] to 1.00
4. | Maximum Permitted Total Leverage Ratio | 3.75 to 1.00
5. | In Compliance: | [Yes/No]
Line | Description | Amount
1. | Consolidated EBITDA (as calculated in Section 3.1, Part B, line 10 above) | $[__]
Line | Description | Amount
1. | Cash interest expense on all Indebtedness of the Borrower and its Subsidiaries (including interest on Revolving Credit Loans, Term Loans, Swingline Loans, and any other Indebtedness under the Credit Facility, as well as interest on all other Funded Debt) | $[__]
2. | Plus: Non-cash interest expense (including amortization of deferred financing costs, amortization of original issue discount, pay-in-kind interest, and accretion of debt discount) | $[__]
3. | Plus: Net payments under Swap Agreements in respect of interest rate hedging (i.e., cash amounts paid by the Borrower or its Subsidiaries in excess of cash amounts received during the Test Period in connection with interest rate Swap Agreements) | $[__]
4. | Minus: Net receipts under Swap Agreements in respect of interest rate hedging (i.e., cash amounts received by the Borrower or its Subsidiaries in excess of cash amounts paid during the Test Period in connection with interest rate Swap Agreements) | $[__]
5. | Plus: Commitment fees, letter of credit participation fees, letter of credit fronting fees, administrative agent fees, and similar recurring fees payable under the Credit Agreement and any other credit facility | $[__]
6. | Consolidated Interest Expense (sum of lines 1, 2, 3, and 5, minus line 4) | $[__________]
Line | Description | Amount / Ratio
1. | Consolidated EBITDA (Part A, line 1) | $[__]
2. | Consolidated Interest Expense (Part B, line 6) | $[__]
3. | Interest Coverage Ratio (line 1 ÷ line 2) | [________] to 1.00
4. | Minimum Required Interest Coverage Ratio | 3.00 to 1.00
5. | In Compliance: | [Yes/No]
Line | Description | Amount
1. | Maximum Base Capital Expenditure Limit for the current fiscal year | $45,000,000
2. | Capital Expenditures incurred by the Borrower and its Subsidiaries during the immediately preceding fiscal year | $[__]
3. | Unused Capital Expenditure amount from the preceding fiscal year (line 1 minus line 2, but not less than $0) | $[__]
4. | Carry-Forward Amount (the lesser of (a) 50% of line 3 and (b) $22,500,000) | $[__]
5. | Maximum Permitted Capital Expenditures for the current fiscal year (line 1 plus line 4) | $[__________]
6. | Capital Expenditures incurred by the Borrower and its Subsidiaries during the current fiscal year through and including the Test Period End Date | $[__]
7. | Remaining Capacity (line 5 minus line 6) | $[__________]
8. | In Compliance: | [Yes/No]

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE

COMPLIANCE CERTIFICATE

Record

Parties

Dates

Amounts