GUARANTEE AGREEMENT
Dated as of January 30, 2026
by
WHITMORE PROPULSION SYSTEMS, INC., a Delaware corporation,
WHITMORE AVIONICS HOLDINGS LLC, a Delaware limited liability company,
WHITMORE DEFENSE SOLUTIONS, INC., a Virginia corporation,
and
WHITMORE PRECISION MACHINING LLC, a Delaware limited liability company,
as Guarantors,
in favor of
PRESCOTT NATIONAL BANK, N.A., a national banking association, as Administrative Agent for the benefit of the Secured Parties
$450,000,000 SENIOR SECURED REVOLVING CREDIT FACILITY
CUSIP: 96438LAA3
GUARANTEE AGREEMENT
January 30, 2026
This GUARANTEE AGREEMENT (this "Guarantee Agreement" or this "Agreement"), dated as of January 30, 2026, is made by and among WHITMORE PROPULSION SYSTEMS, INC., a Delaware corporation ("WPS"), WHITMORE AVIONICS HOLDINGS LLC, a Delaware limited liability company ("WAH"), WHITMORE DEFENSE SOLUTIONS, INC., a Virginia corporation ("WDS"), and WHITMORE PRECISION MACHINING LLC, a Delaware limited liability company ("WPM" and, together with WPS, WAH, and WDS, each a "Guarantor" and collectively, the "Guarantors"), in favor of PRESCOTT NATIONAL BANK, N.A., a national banking association, in its capacity as Administrative Agent (the "Administrative Agent") for the benefit of the Secured Parties (as defined herein).
RECITALS
WHEREAS, the Borrower (as defined herein), the Lenders from time to time party thereto, and the Administrative Agent have entered into that certain 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 Guarantors, the Lenders from time to time party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender, providing for, among other things, a $450,000,000 Senior Secured Revolving Credit Facility (including a $25,000,000 Swingline Sub-Facility and a $50,000,000 Letter of Credit Sub-Facility), with a maturity date of January 30, 2031 (the "Maturity Date");
WHEREAS, each Guarantor is a direct, wholly owned subsidiary of the Borrower: WPS is engaged in the manufacture of turbine and propulsion components for commercial and defense aerospace applications; WAH holds intellectual property and licenses related to avionics systems; WDS holds classified contracts with the United States Department of Defense ("DoD"); and WPM operates the CNC machining and heat-treatment facility located in Wichita, Kansas;
WHEREAS, each Guarantor will derive substantial direct and indirect benefit from the extensions of credit to the Borrower under the Credit Agreement and the refinancing of the Borrower's existing $210,000,000 Senior Secured Term Loan dated March 15, 2021 (the "Existing Facility"), and the execution and delivery of this Guarantee Agreement is a material inducement to the Lenders to enter into the Credit Agreement and to extend credit thereunder;
WHEREAS, it is a condition precedent to the initial extension of credit under the Credit Agreement that each Guarantor execute and deliver this Guarantee Agreement in favor of the Administrative Agent for the benefit of the Secured Parties;
WHEREAS, the Lenders under the Credit Agreement and their respective commitments are as follows: Prescott National Bank, N.A. ($135,000,000 commitment, representing 30% of the aggregate commitments); Harborview Trust Company ($90,000,000 commitment, representing 20% of the aggregate commitments); Meridian Commercial Lending Corp. ($90,000,000 commitment, representing 20% of the aggregate commitments); Atlas Fidelity Bank ($67,500,000 commitment, representing 15% of the aggregate commitments); and Commonwealth Capital Markets, Inc. ($67,500,000 commitment, representing 15% of the aggregate commitments); and
WHEREAS, the obligations of the Guarantors under this Guarantee Agreement are further secured by that certain Pledge and Security Agreement of even date herewith (the "Security Agreement"), pursuant to which, among other things, the Borrower has pledged 100% of the equity interests in each Guarantor to the Collateral Agent for the benefit of the Secured Parties;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby agrees as follows:
Right-click to update Table of Contents
ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms
As used in this Guarantee Agreement, the following terms shall have the meanings specified below:
"Administrative Agent" means Prescott National Bank, N.A., a national banking association, in its capacity as administrative agent under the Credit Agreement, together with any successor administrative agent appointed in accordance with the terms of the Credit Agreement.
"Agreement" has the meaning assigned to such term in the preamble hereto.
"Borrower" means Whitmore Aerospace LLC, a Delaware limited liability company (Delaware Secretary of State Filing No. 5738291), headquartered at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170, with Employer Identification Number 82-3194567, together with its successors and permitted assigns.
"Collateral Agent" means Prescott National Bank, N.A., in its capacity as collateral agent under the Security Agreement, together with any successor collateral agent appointed in accordance with the terms of the Security Agreement.
"Credit Agreement" means that certain Credit Agreement dated as of January 30, 2026, among the Borrower, the Guarantors, the Lenders from time to time party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender, as the same may be amended, restated, supplemented, replaced, refinanced, or otherwise modified from time to time, governed by the laws of the State of New York.
"Default" has the meaning assigned to such term in the Credit Agreement.
"Event of Default" has the meaning assigned to such term in the Credit Agreement.
"Existing Facility" means that certain $210,000,000 Senior Secured Term Loan dated March 15, 2021, among the Borrower, the guarantors party thereto, and the lenders party thereto, which facility is being refinanced with the proceeds of the initial borrowing under the Credit Agreement.
"Guarantee Agreement" has the meaning assigned to such term in the preamble hereto.
"Guaranteed Obligations" means all Obligations (as defined in the Credit Agreement), including, without limitation, (a) all principal amounts outstanding under the Credit Agreement (including principal of Revolving Loans, Swingline Loans, and Incremental Facility Loans, if any), (b) all interest accrued thereon (including interest accruing at the applicable rate set forth in the Credit Agreement and post-petition interest accruing after the commencement of any insolvency, bankruptcy, or reorganization proceeding, whether or not a claim for such post-petition interest is allowed or allowable in such proceeding), (c) all fees payable under the Credit Agreement and the other Loan Documents, including, without limitation, the commitment fee (at the rate of 50 basis points per annum on the unused portion of the Revolving Credit Commitments), the letter of credit participation fee (at the rate of 350 basis points per annum), the fronting fee (at the rate of 12.5 basis points per annum on the face amount of outstanding Letters of Credit), and the administrative agent fee ($175,000 per annum), (d) all expenses, costs, and charges (including reasonable attorneys' fees and disbursements) reimbursable by the Borrower or the Guarantors under the Loan Documents, (e) all indemnification obligations of the Borrower and the Guarantors under the Loan Documents, (f) all reimbursement obligations in respect of Letters of Credit, (g) all obligations arising under any Secured Hedge Agreement or Secured Cash Management Agreement (each as defined in the Credit Agreement), and (h) all other amounts owing by the Borrower or any Guarantor under or in respect of the Loan Documents, in each case, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and however acquired by any Secured Party, and including all renewals, extensions, modifications, and replacements of any of the foregoing.
"Guarantor" and "Guarantors" have the meanings assigned to such terms in the preamble hereto, and shall also include any Additional Guarantor that becomes a party hereto pursuant to a Joinder Agreement executed and delivered in accordance with Article V hereof.
"Incremental Facility" means any incremental revolving credit facility or incremental term loan facility established pursuant to Section 2.14 of the Credit Agreement, in an aggregate principal amount not to exceed $100,000,000.
"Joinder Agreement" means a joinder agreement substantially in the form of Exhibit A attached hereto, pursuant to which an Additional Guarantor becomes a party to this Guarantee Agreement.
"Lenders" means the lenders from time to time party to the Credit Agreement, including their respective successors and assigns.
"Loan Documents" means, collectively, the Credit Agreement, this Guarantee Agreement, the Security Agreement, the Pledge Agreement, the Mortgages (including, without limitation, the deeds of trust encumbering the Borrower's and the Guarantors' real property interests in Fairfax County, Virginia, Madison County, Alabama, and Sedgwick County, Kansas), the Promissory Notes, and all other instruments, agreements, certificates, and documents executed and delivered in connection with the foregoing, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Material Adverse Effect" has the meaning assigned to such term in the Credit Agreement.
"Required Lenders" has the meaning assigned to such term in the Credit Agreement.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Swingline Lender (Prescott National Bank, N.A.), the LC Issuer (as defined in the Credit Agreement), any Hedge Counterparty (as defined in the Credit Agreement), and their respective successors and assigns.
"Security Agreement" means that certain Pledge and Security Agreement dated as of January 30, 2026, among the Borrower, the Guarantors, and the Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Termination Date" means the date on which (a) all Guaranteed Obligations (other than contingent indemnification obligations for which no claim has been asserted) have been indefeasibly paid in full in cash, (b) all commitments under the Credit Agreement have been irrevocably terminated, and (c) all Letters of Credit have expired, been terminated, or been fully cash collateralized in accordance with the terms of the Credit Agreement.
Section 1.02 — Incorporation of Credit Agreement Definitions
All capitalized terms used and not otherwise defined in this Guarantee Agreement shall have the respective meanings ascribed to them in the Credit Agreement. Without limiting the foregoing, the definitions of the following terms, among others, are incorporated herein by reference: "Adjusted Term SOFR" (being Term SOFR plus a credit spread adjustment of 10 basis points), "Applicable Rate" (being, with respect to SOFR Loans, Adjusted Term SOFR plus 350 basis points per annum), "Base Rate," "Default Rate" (being an additional 200 basis points per annum above the otherwise applicable interest rate), "SOFR," "Term SOFR," and all financial covenant definitions, including "Consolidated EBITDA," "Consolidated Total Funded Debt," "Total Leverage Ratio," "Interest Coverage Ratio," and "Capital Expenditures." The rules of construction set forth in Section 1.02 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis, as if fully set forth herein.
Section 1.03 — Rules of Interpretation
In this Guarantee Agreement, unless the context otherwise requires:
(a) words importing the singular include the plural and vice versa, and words importing any gender include all genders;
(b) references to "Sections," "Articles," "Exhibits," and "Schedules" are references to sections and articles of, and exhibits and schedules to, this Guarantee Agreement, unless otherwise specified;
(c) the word "including" (and any derivative thereof) means "including, without limitation," and shall not be construed to limit any general statement to the specific or similar items or matters immediately following it;
(d) the word "or" is not exclusive;
(e) references to any agreement, instrument, or document include all amendments, modifications, supplements, restatements, and replacements thereof;
(f) references to any Person include such Person's successors and permitted assigns;
(g) all references to time shall mean New York City time, unless otherwise expressly stated; and
(h) the words "hereof," "herein," "hereunder," and similar terms refer to this Guarantee Agreement as a whole and not to any particular provision hereof.
ARTICLE II — GUARANTEE
Section 2.01 — Guarantee of the Guaranteed Obligations
Each Guarantor hereby irrevocably and unconditionally guarantees, as primary obligor and not merely as surety, to the Administrative Agent, for the benefit of the Secured Parties, the full and punctual payment when due (whether at stated maturity, by required prepayment, by acceleration, by demand, or otherwise) and performance of all Guaranteed Obligations, whether now existing or hereafter arising. This guarantee is a guarantee of payment and performance and not merely a guarantee of collection. The liability of each Guarantor under this Guarantee Agreement is joint and several with the liability of the other Guarantors.
Without limiting the generality of the foregoing, each Guarantor's guarantee hereunder extends to the full $450,000,000 revolving credit facility commitment under the Credit Agreement, together with all additional amounts constituting Guaranteed Obligations, including, without limitation, all interest thereon (including interest at the applicable rate of Adjusted Term SOFR plus 350 basis points per annum, and default interest at Adjusted Term SOFR plus 550 basis points per annum), all fees, costs, expenses, and indemnities payable under the Loan Documents, and all reimbursement obligations in respect of Letters of Credit. The guarantee hereunder further extends to all obligations arising under the Incremental Facility (in an aggregate principal amount of up to $100,000,000) if and when such Incremental Facility is incurred pursuant to Section 2.14 of the Credit Agreement.
If the Borrower fails to pay or perform any of the Guaranteed Obligations in accordance with the terms thereof, each Guarantor shall forthwith pay or cause to be paid all amounts due in respect of such Guaranteed Obligations, in the same manner and to the same extent as if such Guarantor were the principal obligor in respect thereof.
Section 2.02 — Nature of Guarantee; Continuing Guarantee
The guarantee contained in this Article II is a continuing guarantee and shall remain in full force and effect until the Termination Date. This guarantee shall not be discharged, diminished, or otherwise affected by any amendment, modification, supplement, extension, renewal, acceleration, or other change in the terms of the Credit Agreement or any other Loan Document, regardless of any notice to or consent of any Guarantor.
The obligations of each Guarantor hereunder are absolute and unconditional, irrespective of the validity, legality, regularity, or enforceability of the Guaranteed Obligations, the Credit Agreement, or any other Loan Document, and irrespective of any other circumstance that might otherwise constitute a legal or equitable discharge of, or defense available to, a surety or guarantor. Each Guarantor confirms that its obligations hereunder are not subject to any counterclaim, set-off, deduction, diminution, abatement, recoupment, suspension, deferment, reduction, or defense (other than a defense of payment or performance of the Guaranteed Obligations in accordance with the terms of the Loan Documents) based upon any claim such Guarantor or any other Person may have against the Borrower, the Administrative Agent, any Lender, or any other Person.
Section 2.03 — Guarantee of Payment and Not of Collection
Each Guarantor agrees that its obligations hereunder constitute a primary obligation of payment and performance and not merely a guarantee of collection. The Administrative Agent and the Secured Parties shall not be required to exhaust any right, power, or remedy, or to proceed against the Borrower or any other Guarantor, or to exercise any right or remedy under or in respect of any collateral or security held by any Secured Party, or to pursue any other remedy in the power of any Secured Party, as a condition to demanding payment or performance from any Guarantor hereunder.
Without limiting the generality of the foregoing, neither the Administrative Agent nor any Secured Party shall be required to:
(a) first proceed against the Borrower or exhaust any remedies against the Borrower under the Credit Agreement or any other Loan Document;
(b) first proceed against any other Guarantor or exhaust any remedies against any other Guarantor under this Guarantee Agreement;
(c) first proceed against or realize upon any collateral held by the Collateral Agent under the Security Agreement, including, without limitation, any personal property of the Borrower or any Guarantor in which a security interest has been granted;
(d) first proceed against or realize upon the pledged equity interests of any Guarantor delivered to the Collateral Agent under the Pledge Agreement;
(e) first proceed against or realize upon the mortgaged real properties, including the real property interests encumbered by the deeds of trust in Herndon, Virginia (Fairfax County), Huntsville, Alabama (Madison County), and Wichita, Kansas (Sedgwick County); or
(f) pursue any other right or remedy available to any Secured Party against any Person whatsoever;
before making demand upon, or seeking or obtaining payment or performance from, any Guarantor hereunder.
Section 2.04 — Obligations Not Affected
The guarantee of each Guarantor hereunder, and the obligations of each Guarantor under this Guarantee Agreement, shall not be released, impaired, reduced, or otherwise affected by any of the following, whether or not any Guarantor shall have notice or knowledge of any such event or circumstance:
(a) any lack of validity or enforceability of the Credit Agreement, the Security Agreement, the Pledge Agreement, or any other Loan Document, or any provision of any of the foregoing;
(b) any change in the time, manner, or place of payment of, or in any other term of, any of the Guaranteed Obligations, or any amendment, waiver, or modification of the terms of the Credit Agreement or any other Loan Document (including, without limitation, any increase in the Revolving Credit Commitments pursuant to the Incremental Facility or any extension of the Maturity Date);
(c) any amendment, waiver, consent, supplement, or other modification with respect to the Credit Agreement, the Security Agreement, the Pledge Agreement, the Mortgages, or any other Loan Document, whether or not such Guarantor has been notified of or consented to the same;
(d) any increase, decrease, or change in the nature or amount of the Guaranteed Obligations, including, without limitation, any increase in the aggregate commitments under the Credit Agreement by reason of the Incremental Facility (up to an additional $100,000,000), or any decrease in the aggregate commitments by reason of voluntary or mandatory prepayments or commitment reductions;
(e) any exchange, release, impairment, subordination, waiver, or non-perfection of any collateral or security interest held by any Secured Party for any of the Guaranteed Obligations, including, without limitation, any release of mortgaged real property, pledged equity interests, or other assets securing the Guaranteed Obligations;
(f) any release, substitution, or addition of any other Guarantor hereunder, whether by operation of law, by agreement, or otherwise;
(g) any change in the corporate, limited liability company, or partnership existence, structure, or ownership of the Borrower or any Guarantor, including, without limitation, any change in Ridgeway Capital Partners Fund IV, LP's 72% ownership stake in the Borrower, any merger, consolidation, dissolution, liquidation, or reorganization of the Borrower or any Guarantor, or any sale of all or substantially all of the assets of the Borrower or any Guarantor;
(h) any insolvency, bankruptcy, reorganization, receivership, arrangement, adjustment, composition, assignment for the benefit of creditors, or similar proceeding commenced by or against the Borrower or any Guarantor under any domestic or foreign law, or any action taken by any trustee, receiver, or court in any such proceeding;
(i) any defense arising by reason of the incapacity, lack of authority, disability, or any other defense of the Borrower, any Guarantor, or any other Person, including, without limitation, any defense based on any claim that the Borrower's obligations under the Credit Agreement exceed the Borrower's powers or that the obligations of any other Guarantor exceed such Guarantor's powers;
(j) any failure of the Administrative Agent or any Secured Party to disclose to any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties, or prospects of the Borrower or any other Guarantor, whether or not the Administrative Agent or any Secured Party had knowledge of such information (each Guarantor hereby waiving any duty on the part of the Administrative Agent or any Secured Party to disclose such information); and
(k) any other circumstance (including, without limitation, any statute of limitations), event, action, or omission that might otherwise constitute a legal or equitable defense available to, or a discharge of, a surety or guarantor, other than the indefeasible payment in full in cash of all Guaranteed Obligations and the satisfaction of the other conditions to the occurrence of the Termination Date.
Section 2.05 — Waivers by Guarantors
Each Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law:
(a) presentment, demand for payment, protest, notice of acceptance, notice of dishonor, notice of non-payment, notice of any default or Event of Default under the Credit Agreement or any other Loan Document, and all other notices and demands to which such Guarantor might otherwise be entitled, except as specifically required under the Credit Agreement;
(b) any right to require the Administrative Agent or any Secured Party to proceed against the Borrower, any other Guarantor, or any other Person, or to exhaust any collateral or security, or to pursue any other remedy in the power of any Secured Party, before proceeding against such Guarantor under this Guarantee Agreement;
(c) any defense arising from the election of remedies by the Administrative Agent or any Secured Party, including, without limitation, any election to pursue a non-judicial foreclosure with respect to any collateral, which might destroy or otherwise impair any right of subrogation, right of reimbursement, or right of contribution of such Guarantor;
(d) any rights of subrogation, contribution, reimbursement, or indemnity against the Borrower or any other Guarantor, and any right to participate in any collateral or security now or hereafter held by any Secured Party, in each case, until the Termination Date;
(e) any defense based on or arising from any statute of limitations in any action or proceeding arising under or related to this Guarantee Agreement;
(f) any defense based on or arising from the doctrine of marshaling of assets or any similar doctrine requiring the Administrative Agent or any Secured Party to resort to particular assets or collateral in any particular order;
(g) any claim of diligence in the collection or protection of, or realization upon, any collateral or security for the Guaranteed Obligations; and
(h) all demands and notices of every kind and nature whatsoever that may be required by applicable law to preserve intact any rights of the Administrative Agent or any Secured Party against any Guarantor hereunder, except as specifically required under the Credit Agreement.
Section 2.06 — Reinstatement
If at any time all or any part of any payment made by the Borrower or any Guarantor with respect to any Guaranteed Obligation is rescinded, set aside, voided, avoided, or must otherwise be returned, restored, or repaid by the Administrative Agent or any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of the Borrower, any Guarantor, or any other Person, or upon or as a result of the appointment of a receiver, custodian, intervenor, or conservator of, or trustee or similar officer for, the Borrower, any Guarantor, or any other Person, or any substantial part of the property of any of the foregoing, or upon the making of any general assignment for the benefit of the creditors of the Borrower, any Guarantor, or any other Person, or otherwise, then this Guarantee Agreement and the obligations of each Guarantor hereunder shall be reinstated and continue in full force and effect to the extent of such payment, as if such payment had not been made, and each Guarantor shall be liable to the Administrative Agent and the Secured Parties for the amount so rescinded, set aside, voided, avoided, returned, restored, or repaid, together with all costs and expenses (including reasonable attorneys' fees and disbursements) incurred by the Administrative Agent or any Secured Party in connection therewith.
Section 2.07 — Subrogation
Until the Termination Date, each Guarantor hereby unconditionally and irrevocably waives any claim of subrogation, contribution, reimbursement, or indemnity against the Borrower or any other Guarantor, and any right to participate in any claim against the Borrower or any other Guarantor or any collateral or security, whether or not such claim, right, or interest arises by way of subrogation, contribution, reimbursement, indemnity, or otherwise, and whether or not such claim, right, or interest arises in equity, at law, or by contract. Each Guarantor further agrees that, until the Termination Date, it shall not exercise and shall refrain from exercising any right of subrogation or any right to enforce any remedy that any Secured Party now has or may hereafter have against the Borrower or any other Guarantor, and any right to participate in any collateral or security now or hereafter held by any Secured Party.
Notwithstanding the foregoing, upon and after the occurrence of the Termination Date, each Guarantor shall be subrogated to the rights of the Secured Parties to the extent of payments actually made by such Guarantor under this Guarantee Agreement, and shall be entitled to enforce such subrogation rights in accordance with applicable law. Any amounts received by a Guarantor on account of subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Secured Parties and shall be immediately paid over to the Administrative Agent for application to the Guaranteed Obligations.
Section 2.08 — Contribution Among Guarantors
The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have the right to seek contribution from and against each other Guarantor, on a pro rata basis based on the relative net worth of each Guarantor at the time contribution is sought, to the extent any Guarantor shall have paid more than its proportionate share of any payment made hereunder. The right of contribution set forth in this Section 2.08 shall be subordinate and subject in all respects to the Guaranteed Obligations, and no Guarantor shall exercise any such right of contribution until the Termination Date shall have occurred. Nothing contained in this Section 2.08 shall limit the rights of the Administrative Agent or any Secured Party to proceed against any Guarantor for the full amount of the Guaranteed Obligations guaranteed hereunder. The maximum liability of each Guarantor for purposes of this Section 2.08 shall be subject to the limitation set forth in Section 2.09 hereof.
Section 2.09 — Limitation on Guarantee; Savings Clause
Notwithstanding anything to the contrary contained in this Guarantee Agreement, the liability of each Guarantor under this Guarantee Agreement shall be limited to the greatest amount that would not render such Guarantor's obligations hereunder void or voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, including Section 544 and Section 548 of Title 11 of the United States Code (the "Bankruptcy Code"), and any applicable provisions of state fraudulent transfer or fraudulent conveyance statutes, including the Uniform Voidable Transactions Act (formerly the Uniform Fraudulent Transfer Act) as enacted in the applicable jurisdictions, and the New York Debtor and Creditor Law Sections 270 through 281.
Specifically, each Guarantor's maximum liability under this Guarantee Agreement shall not exceed an amount equal to the excess of (a) the aggregate fair saleable value of the assets of such Guarantor as of the date such Guarantor became liable under this Guarantee Agreement (after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents) over (b) the amount of all liabilities of such Guarantor (including contingent liabilities, but excluding the obligations of such Guarantor under this Guarantee Agreement) as of such date, determined in each case in accordance with applicable law.
This Section 2.09 is intended to preserve the enforceability of this Guarantee Agreement to the maximum extent permissible under applicable law. If any Guarantor's obligations under this Guarantee Agreement are limited by the provisions of this Section 2.09, the obligations of the remaining Guarantors shall not be limited or otherwise affected, and the Administrative Agent and the Secured Parties shall retain all rights against each Guarantor up to the maximum amount of such Guarantor's permitted liability hereunder. Each Guarantor that has made payments exceeding its maximum permitted liability as determined hereunder shall be entitled to contribution from the other Guarantors in accordance with Section 2.08 hereof (subject to the limitations set forth in such Section).
ARTICLE III — REPRESENTATIONS AND WARRANTIES
Each Guarantor hereby represents and warrants to the Administrative Agent and each Secured Party as follows, which representations and warranties shall be deemed repeated on each date on which an extension of credit is made under the Credit Agreement:
Section 3.01 — Organization and Good Standing
(a) WPS is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by Delaware Secretary of State Filing No. 6104873, with Employer Identification Number 84-2057831. WPS is duly qualified to do business and is in good standing in the State of Alabama, and in each other jurisdiction where the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. WPS has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as currently conducted, including the manufacture of turbine and propulsion components at its Huntsville, Alabama facility.
(b) WAH is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by Delaware Secretary of State Filing No. 6329017, with Employer Identification Number 85-6723901. WAH is duly qualified to do business and is in good standing in the Commonwealth of Virginia, and in each other jurisdiction where the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. WAH has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as currently conducted, including the holding of intellectual property and licenses related to avionics systems.
(c) WDS is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Virginia, as evidenced by Virginia State Corporation Commission Entity ID S3482917, with Employer Identification Number 54-3891204. WDS has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as currently conducted, including the holding and performance of classified Department of Defense contracts. WDS maintains a current facility security clearance at the appropriate level at its facility located at 2400 Centennial Tower Drive, Suite 750, Herndon, Virginia 20170, and is in compliance in all material respects with all applicable requirements of the National Industrial Security Program Operating Manual (NISPOM) and all other applicable security regulations.
(d) WPM is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, as evidenced by Delaware Secretary of State Filing No. 6587204, with Employer Identification Number 86-4502178. WPM is duly qualified to do business and is in good standing in the State of Kansas, and in each other jurisdiction where the nature of its business or the ownership or leasing of its properties makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. WPM has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as currently conducted, including the operation of CNC machining and heat-treatment facilities at its Wichita, Kansas location.
Section 3.02 — Authorization; No Conflict
The execution, delivery, and performance by each Guarantor of this Guarantee Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate or limited liability company action on the part of such Guarantor, including the adoption of board of directors resolutions (in the case of WPS and WDS) or member resolutions (in the case of WAH and WPM), each approved on January 22, 2026. No further corporate or limited liability company action or consent is required in connection with the execution, delivery, and performance by any Guarantor of this Guarantee Agreement.
The execution, delivery, and performance by each Guarantor of this Guarantee Agreement, and the consummation of the transactions contemplated hereby, do not and will not (a) violate or conflict with the certificate of incorporation, bylaws, certificate of formation, limited liability company agreement, or other organizational documents of such Guarantor, (b) violate or conflict with any applicable law, statute, rule, regulation, order, judgment, decree, or injunction applicable to such Guarantor or any of its properties, or (c) result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any material agreement, contract, lease, license, instrument, or other arrangement to which such Guarantor is a party or by which it or any of its properties is bound, except, in the case of clauses (b) and (c), as would not reasonably be expected to have a Material Adverse Effect.
Section 3.03 — Enforceability
This Guarantee Agreement has been duly executed and delivered by each Guarantor and constitutes a legal, valid, and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights generally and (b) general principles of equity, including principles of good faith, fair dealing, and commercial reasonableness (regardless of whether enforcement is sought in a proceeding in equity or at law).
Section 3.04 — Governmental Approvals
No governmental authorization, consent, approval, license, franchise, permit, or exemption from, and no filing, declaration, or registration with, any governmental authority or regulatory body is required in connection with the execution, delivery, or performance by any Guarantor of this Guarantee Agreement, or the validity or enforceability hereof, except for (a) filings and recordings necessary to perfect the security interests granted under the Security Agreement, including Uniform Commercial Code financing statement filings with the Secretary of State of the State of Delaware and the State Corporation Commission of the Commonwealth of Virginia, and (b) recordings of the Mortgages and deeds of trust in the appropriate recording offices in Fairfax County, Virginia, Madison County, Alabama, and Sedgwick County, Kansas, all of which filings, recordings, and registrations have been or will be made on or promptly after the date hereof.
Section 3.05 — Financial Benefit
Each Guarantor acknowledges and confirms that it will derive substantial direct and indirect benefit from the extensions of credit to the Borrower under the Credit Agreement. Specifically, each Guarantor acknowledges that the proceeds of borrowings under the Credit Agreement will be used, in part, to refinance the Existing Facility (estimated payoff amount of $169,312,500 as of the date hereof), thereby reducing the aggregate debt service costs of the consolidated enterprise, and to provide working capital and fund capital expenditures that benefit the operations of each Guarantor. Each Guarantor further acknowledges that the operations of each Guarantor and the Borrower are integrated and interdependent, and that the financial health and success of each Guarantor depends on the financial health and success of the consolidated enterprise. Accordingly, each Guarantor acknowledges that the guarantee provided hereunder is given for reasonably equivalent value and that the consideration received by each Guarantor in connection with this Guarantee Agreement is adequate and sufficient.
Section 3.06 — Solvency
Each Guarantor represents and warrants that, as of the date hereof and after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents, including the execution and delivery of this Guarantee Agreement and the incurrence of the obligations hereunder:
(a) the fair saleable value of the assets of such Guarantor exceeds and will exceed the total amount of its liabilities (including contingent liabilities);
(b) such Guarantor is able to pay its debts and other liabilities (including contingent liabilities) as they become due in the ordinary course of business; and
(c) such Guarantor has and will have adequate capital to carry on its business and all businesses in which it is about to engage.
The representations and warranties set forth in this Section 3.06 are made in reliance upon and are consistent with the Solvency Certificate delivered by Sandra Petrova, Chief Financial Officer of the Borrower, dated as of January 30, 2026, which solvency certificate addresses the solvency of the Borrower and its subsidiaries on a consolidated basis (including each Guarantor) after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents.
ARTICLE IV — COVENANTS
Each Guarantor hereby covenants and agrees as follows:
Section 4.01 — Compliance with Credit Agreement Covenants
Each Guarantor agrees to be bound by and to comply with all covenants and agreements of the Credit Agreement that are applicable to such Guarantor, whether by their express terms or by virtue of being tested on a consolidated basis with the Borrower. Without limiting the generality of the foregoing, each Guarantor shall comply with, and shall cause its subsidiaries (if any) to comply with, the financial covenants set forth in the Credit Agreement, to the extent such covenants are tested on a consolidated basis with the Borrower, including:
(a) the maximum Total Leverage Ratio of not greater than 3.75 to 1.00 (calculated as of the last day of each fiscal quarter based on the ratio of Consolidated Total Funded Debt to Consolidated EBITDA for the trailing four fiscal quarter period);
(b) the minimum Interest Coverage Ratio of not less than 3.00 to 1.00 (calculated as of the last day of each fiscal quarter based on the ratio of Consolidated EBITDA to Consolidated Interest Charges for the trailing four fiscal quarter period); and
(c) maximum annual Capital Expenditures of not more than $45,000,000 in any fiscal year (subject to the carryover provisions set forth in the Credit Agreement).
Each Guarantor further agrees to comply with all affirmative and negative covenants of the Credit Agreement applicable to subsidiaries of the Borrower, including, without limitation, covenants related to the delivery of financial statements, compliance certificates, insurance, maintenance of properties, environmental matters, use of proceeds, limitations on indebtedness, limitations on liens, limitations on restricted payments, limitations on investments, limitations on fundamental changes, limitations on transactions with affiliates, and limitations on sale of assets.
Section 4.02 — Maintenance of Existence
Each Guarantor shall preserve and maintain its corporate or limited liability company existence and good standing in its jurisdiction of formation and in each other jurisdiction where the failure to be so qualified or in good standing would reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, WDS shall maintain its good standing with the Virginia State Corporation Commission and shall maintain in full force and effect all facility security clearances, governmental permits, and governmental approvals necessary for the conduct of its business as currently conducted.
Section 4.03 — Payment of Taxes
Each Guarantor shall timely pay and discharge all material taxes, assessments, and governmental charges or levies imposed upon it or upon its income, profits, or assets, before any penalty or interest shall accrue thereon, unless and to the extent that (a) such taxes, assessments, charges, or levies are being contested in good faith and by appropriate proceedings diligently conducted and (b) adequate reserves in accordance with GAAP have been established on the books of such Guarantor with respect thereto.
Section 4.04 — Notice of Default
Each Guarantor shall promptly, and in any event within five (5) Business Days after an officer of such Guarantor obtains actual knowledge thereof, notify the Administrative Agent in writing of the occurrence of any Event of Default or Default under the Credit Agreement, specifying the nature and extent thereof and the action (if any) that such Guarantor proposes to take with respect thereto. Each Guarantor shall also promptly notify the Administrative Agent of any material litigation, arbitration, or governmental investigation or proceeding commenced or threatened against such Guarantor, or any event or circumstance that has had, or would reasonably be expected to have, a Material Adverse Effect.
Section 4.05 — Further Assurances
Each Guarantor shall, at its own cost and expense, execute and deliver to the Administrative Agent such additional documents, instruments, conveyances, and assurances, and take such further actions, as the Administrative Agent may reasonably request from time to time in order to carry out the provisions of this Guarantee Agreement and the other Loan Documents and to effectuate the transactions contemplated hereby and thereby. Without limiting the foregoing, each Guarantor shall cooperate with the Administrative Agent in connection with any filings, recordings, or registrations that may be necessary or desirable to maintain or perfect the security interests and liens created by the Security Agreement, the Pledge Agreement, and the Mortgages.
ARTICLE V — ADDITIONAL GUARANTORS
Section 5.01 — Joinder of Additional Guarantors
If, after the date hereof, the Borrower or any Guarantor shall form or acquire (whether by purchase, merger, or otherwise) any new direct or indirect domestic subsidiary (other than an Excluded Subsidiary as defined in the Credit Agreement), such new domestic subsidiary shall execute and deliver to the Administrative Agent a Joinder Agreement substantially in the form of Exhibit A attached hereto, pursuant to which such new domestic subsidiary shall become a Guarantor under this Guarantee Agreement and shall assume all of the obligations of a Guarantor hereunder. Such Joinder Agreement shall be delivered within the time period specified in Section 6.12 of the Credit Agreement (which requires delivery within thirty (30) days after the date of such formation or acquisition, or such longer period as the Administrative Agent may agree in its reasonable discretion). Upon the execution and delivery of a Joinder Agreement by any such new domestic subsidiary, such subsidiary shall become a "Guarantor" for all purposes under this Guarantee Agreement as fully as if it were an original signatory hereto.
In connection with the execution and delivery of any Joinder Agreement, the joining Guarantor shall deliver to the Administrative Agent such organizational documents, resolutions, incumbency certificates, legal opinions, and other documents and instruments as the Administrative Agent may reasonably request, all in form, content, and scope reasonably satisfactory to the Administrative Agent.
ARTICLE VI — REMEDIES
Section 6.01 — Rights Upon Default
Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, the Administrative Agent (acting at the direction of the Required Lenders, or as otherwise provided in the Credit Agreement) may, by written notice to any or all of the Guarantors, declare all or any portion of the Guaranteed Obligations then due and payable to be immediately due and payable by such Guarantor or Guarantors, and may make demand upon any or all of the Guarantors for immediate payment of the Guaranteed Obligations or any portion thereof. Upon the making of any such demand, each Guarantor shall forthwith pay to the Administrative Agent, for the benefit of the Secured Parties, the full amount of the Guaranteed Obligations so demanded.
The Administrative Agent may, upon the occurrence and during the continuance of any Event of Default, exercise all rights and remedies available to it and to the Secured Parties at law, in equity, or under this Guarantee Agreement, the Credit Agreement, the Security Agreement, the Pledge Agreement, the Mortgages, or any other Loan Document, including, without limitation, the right to commence legal proceedings against any or all of the Guarantors to collect the Guaranteed Obligations. All rights and remedies of the Administrative Agent and the Secured Parties hereunder are cumulative and not exclusive of any other rights or remedies available under any Loan Document or applicable law.
Section 6.02 — Application of Payments
All payments received by the Administrative Agent from any Guarantor under this Guarantee Agreement shall be applied in the order of priority specified in the Credit Agreement, which order is generally as follows:
first, to pay all costs, fees, and expenses due and owing to the Administrative Agent and the Collateral Agent under the Loan Documents (including reasonable attorneys' fees and disbursements);
second, to pay all accrued and unpaid interest (including any default interest) on the outstanding Guaranteed Obligations;
third, to pay outstanding principal on the Revolving Loans, Swingline Loans, and other funded Guaranteed Obligations;
fourth, to cash collateralize any outstanding Letters of Credit in accordance with the requirements of the Credit Agreement; and
fifth, to pay any remaining Guaranteed Obligations.
After all Guaranteed Obligations have been indefeasibly paid in full in cash, all commitments have been terminated, and all Letters of Credit have expired or been fully cash collateralized (i.e., after the Termination Date), any surplus remaining shall be returned to the applicable Guarantor or to such other Person as may be entitled thereto under applicable law.
Section 6.03 — Set-Off
Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement, each Secured Party is hereby authorized (to the fullest extent permitted by applicable law) to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Secured Party to or for the credit or the account of any Guarantor against any and all of the obligations of such Guarantor now or hereafter existing under this Guarantee Agreement or any other Loan Document, irrespective of whether or not such Secured Party shall have made any demand under this Guarantee Agreement or such other Loan Document, and although such obligations of such Guarantor may be contingent or unmatured or are owed to a branch, office, or affiliate of such Secured Party different from the branch, office, or affiliate holding such deposit or obligated on such indebtedness. The rights of each Secured Party under this Section 6.03 are in addition to other rights and remedies (including other rights of set-off) that such Secured Party may have under applicable law or under any other agreement. Each Secured Party agrees to notify the Administrative Agent and the applicable Guarantor promptly after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application.
ARTICLE VII — MISCELLANEOUS
Section 7.01 — Notices
All notices, requests, demands, consents, and other communications required or permitted to be given or made under this Guarantee Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when sent by facsimile (with written confirmation of receipt), (c) one (1) Business Day after being sent by a nationally recognized overnight courier service, or (d) three (3) Business Days after being mailed by certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows (or at such other address as the recipient shall have specified by written notice given in accordance with this Section 7.01):
If to WPS:
Whitmore Propulsion Systems, Inc. 7100 Redstone Gateway Boulevard Huntsville, Alabama 35808
Attention: President
Telephone: (256) 555-0142
If to WAH:
Whitmore Avionics Holdings LLC c/o Whitmore Aerospace LLC 2400 Centennial Tower Drive, Suite 800 Herndon, Virginia 20170
Attention: Chief Executive Officer
Telephone: (703) 555-0198
If to WDS:
Whitmore Defense Solutions, Inc. 2400 Centennial Tower Drive, Suite 750 Herndon, Virginia 20170
Attention: President
Telephone: (703) 555-0214
If to WPM:
Whitmore Precision Machining LLC 4550 North Webb Road Wichita, Kansas 67226
Attention: Chief Executive Officer
Telephone: (316) 555-0337
With a copy (which shall not constitute notice) to the Borrower:
Whitmore Aerospace LLC 2400 Centennial Tower Drive, Suite 800 Herndon, Virginia 20170
Attention: Gregory Alston, General Counsel & Secretary
Telephone: (703) 555-0165
Email: galston@whitmoreaero.com
With a copy (which shall not constitute notice) to Borrower's Counsel:
Calderwood & Harkness LLP 780 Third Avenue New York, New York 10017
Attention: Philip Hartmann
Telephone: (212) 555-0471
Email: phartmann@calderwoodharkness.com
If to the Administrative Agent:
Prescott National Bank, N.A. 550 South Tryon Street Charlotte, North Carolina 28202
Attention: Victoria Engstrom, Managing Director, Leveraged Finance