PROMISSORY NOTES
Issued pursuant to that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (the "Credit Agreement"), among Whitmore Aerospace LLC, as Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender
CUSIP: 96438LAA3
Total Facility Amount: $450,000,000
Date: January 30, 2026
This compilation contains five (5) separate Revolving Credit Notes, each constituting a stand-alone instrument, issued simultaneously on the date hereof to the Lenders identified herein in connection with the Credit Agreement. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
THIS DOCUMENT AND THE NOTES CONTAINED HEREIN HAVE BEEN PREPARED BY CALDERWOOD & HARKNESS LLP, AS COUNSEL TO THE BORROWER, AND ARE SUBJECT IN ALL RESPECTS TO THE TERMS AND CONDITIONS OF THE CREDIT AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF ANY NOTE CONTAINED HEREIN AND THE TERMS OF THE CREDIT AGREEMENT, THE CREDIT AGREEMENT SHALL CONTROL.
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NOTE 1
REVOLVING CREDIT NOTE
$135,000,000 (ONE HUNDRED THIRTY-FIVE MILLION DOLLARS)
January 30, 2026 New York, New York
FOR VALUE RECEIVED, Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower"), headquartered at 2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170, EIN 82-3194567, hereby promises to pay to the order of Prescott National Bank, N.A. (the "Lender"), at its office located at 550 South Tryon Street, Charlotte, NC 28202, or at such other place as the holder hereof may designate in writing from time to time, in lawful money of the United States of America and in immediately available funds, the principal sum of ONE HUNDRED THIRTY-FIVE MILLION DOLLARS ($135,000,000), or, if less, such lesser amount as shall equal the aggregate unpaid principal amount of all Revolving Credit Loans and Swingline Loans made by the Lender to the Borrower pursuant to the Credit Agreement, together with interest thereon at the rates and on the dates provided in the Credit Agreement.
1. Reference to Credit Agreement
This Note is one of the "Notes" referred to in, and is entitled to the benefits of, that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (as amended, restated, amended and restated, supplemented, refinanced, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender. This Note is assigned CUSIP number 96438LAA3. Reference is made to the Credit Agreement for a statement of the terms and conditions governing this Note, including, but not limited to, the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is subject to all of the covenants, agreements, representations, warranties, terms, and conditions contained in the Credit Agreement and the other Loan Documents, all of which are incorporated herein by reference and made a part hereof as if fully set forth at length. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events and for prepayments of the principal hereof prior to the maturity of this Note upon the terms and conditions specified therein.
2. Interest Rate
Interest on the unpaid principal balance of each Revolving Credit Loan and Swingline Loan evidenced hereby shall accrue at the rate per annum equal to Adjusted Term SOFR plus three hundred fifty basis points (3.50%) per annum, subject to a SOFR floor of zero percent (0.00%), as more fully set forth in Section 2.08 of the Credit Agreement. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed (including the first day but excluding the last day) in accordance with Section 2.08(d) of the Credit Agreement.
Upon the occurrence and during the continuance of an Event of Default, interest shall accrue on the unpaid principal balance of this Note, and on all overdue interest and other amounts owing hereunder, at an additional two hundred basis points (2.00%) per annum above the rate otherwise applicable hereunder (the "Default Rate"), as set forth in Section 2.08(b) of the Credit Agreement. Interest at the Default Rate shall accrue from the date of such Event of Default until such Event of Default is cured or waived in accordance with the Credit Agreement, and shall be payable on demand.
Interest shall be payable in arrears on each Interest Payment Date as defined in the Credit Agreement. In the case of Revolving Credit Loans bearing interest at Adjusted Term SOFR, interest shall be payable on the last day of each Interest Period applicable thereto, and if any Interest Period exceeds three (3) months, interest shall also be payable on the date that falls every three (3) months after the first day of such Interest Period.
3. Repayment and Maturity
The principal of each Revolving Credit Loan and Swingline Loan evidenced hereby shall be due and payable on the dates and in the amounts specified in the Credit Agreement. The entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts payable under the Credit Agreement in respect of the Revolving Credit Loans and Swingline Loans evidenced hereby, shall be due and payable in full on the Maturity Date, which is January 30, 2031.
Voluntary prepayments of the Revolving Credit Loans and Swingline Loans evidenced hereby are permitted as provided in Section 2.09 of the Credit Agreement, subject to any applicable breakage costs or prepayment premiums described therein. Mandatory prepayments shall be required as provided in Section 2.10 of the Credit Agreement, including, without limitation, mandatory prepayments from the proceeds of certain asset sales, casualty events, extraordinary receipts, and the incurrence of certain indebtedness, in each case as set forth in the Credit Agreement.
4. Acceleration
Upon the occurrence of any Event of Default under the Credit Agreement, the Administrative Agent may, and at the direction of the Required Lenders shall, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest hereon and all other obligations, costs, expenses, and amounts payable to the Lender under this Note, the Credit Agreement, and the other Loan Documents, to be immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived by the Borrower. In the case of an Event of Default under Section 8.01(h) or Section 8.01(i) of the Credit Agreement (relating to the bankruptcy or insolvency of the Borrower or any Subsidiary Guarantor), the entire unpaid principal balance of this Note, together with all accrued and unpaid interest and all other amounts owing hereunder and under the other Loan Documents, shall automatically become immediately due and payable without any declaration, notice, or other action by the Administrative Agent or any Lender.
5. Security
This Note is secured by a first-priority perfected security interest in substantially all assets of the Borrower and each Subsidiary Guarantor, as more fully described in the following collateral documents, each dated as of January 30, 2026 (collectively, together with all other collateral documents from time to time delivered in connection with the Credit Agreement, the "Collateral Documents"):
(a) the Pledge and Security Agreement, dated as of January 30, 2026, by and among the Borrower, each Subsidiary Guarantor, and Prescott National Bank, N.A., as Collateral Agent, pursuant to which the Borrower and each Subsidiary Guarantor have granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in substantially all personal property of the Borrower and the Subsidiary Guarantors, including, without limitation, accounts, chattel paper, commercial tort claims, deposit accounts, equipment, fixtures, general intangibles (including intellectual property), goods, instruments, inventory, investment property, letter-of-credit rights, and proceeds thereof;
(b) the Equity Pledge Agreement, dated as of January 30, 2026, by and among the Borrower, certain Subsidiary Guarantors, and Prescott National Bank, N.A., as Collateral Agent, pursuant to which the Borrower and certain Subsidiary Guarantors have pledged one hundred percent (100%) of the equity interests in each domestic subsidiary and sixty-five percent (65%) of the equity interests in each first-tier foreign subsidiary to the Collateral Agent for the benefit of the Secured Parties; and
(c) the Mortgages, Deeds of Trust, and Security Deeds recorded against real property owned by the Borrower and the Subsidiary Guarantors in the following jurisdictions: (i) Fairfax County, Virginia; (ii) Madison County, Alabama; and (iii) Sedgwick County, Kansas, in each case granting to the Collateral Agent, for the benefit of the Secured Parties, a first-priority lien on and security interest in the real property described therein, together with all improvements, fixtures, and appurtenances thereto.
The rights and remedies of the holder of this Note with respect to the Collateral are as set forth in the Collateral Documents and the Credit Agreement.
6. Guarantee
Payment of this Note is unconditionally and irrevocably guaranteed, jointly and severally, by each of the following Subsidiary Guarantors pursuant to the Guarantee Agreement, dated as of January 30, 2026 (as amended, restated, supplemented, or otherwise modified from time to time, the "Guarantee Agreement"), by and among the Subsidiary Guarantors and Prescott National Bank, N.A., as Administrative Agent:
(a) Whitmore Propulsion Systems, Inc., a Delaware corporation;
(b) Whitmore Avionics Holdings LLC, a Delaware limited liability company;
(c) Whitmore Defense Solutions, Inc., a Virginia corporation; and
(d) Whitmore Precision Machining LLC, a Kansas limited liability company.
The Guarantee Agreement contains the terms and conditions of the guarantees provided by the Subsidiary Guarantors, and reference is made thereto for a complete statement of the rights, obligations, and remedies of the parties thereunder.
7. Lender's Records
The Lender is hereby authorized to record on its books and records, or on any schedule or grid attached to this Note, the date and amount of each Revolving Credit Loan and Swingline Loan made hereunder, each repayment or prepayment of principal hereof, the applicable interest rate, and the amount of each payment of interest received by the Lender with respect hereto; provided, however, that the failure of the Lender to make any such recordation, or any error in such recordation, shall not affect the obligation of the Borrower hereunder or under the Credit Agreement to repay the outstanding principal amount of the Revolving Credit Loans and Swingline Loans evidenced hereby, together with all accrued and unpaid interest thereon, in accordance with the terms hereof and thereof. The books and records of the Lender shall constitute prima facie evidence of the accuracy of the information recorded therein absent manifest error.
8. Assignments
The Lender may assign its rights and obligations under this Note, in whole or in part, in accordance with Section 10.04 of the Credit Agreement. Each such assignment shall be effected pursuant to an Assignment and Assumption Agreement in the form attached as Exhibit A to the Credit Agreement, duly executed by the assigning Lender, the assignee, and, to the extent required under the Credit Agreement, acknowledged by the Borrower and the Administrative Agent. Upon the effectiveness of any such assignment, the assignee shall be deemed to be a "Lender" for all purposes of the Credit Agreement and the other Loan Documents with respect to the assigned interest, and the assigning Lender shall be relieved of its obligations under the Credit Agreement to the extent of such assignment.
9. Waivers
The Borrower hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor, diligence in collection, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as expressly required by the Credit Agreement. No failure or delay by the Lender or the Administrative Agent in exercising any right, remedy, power, or privilege hereunder or under the Credit Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights and remedies of the Lender and the Administrative Agent under this Note, the Credit Agreement, and the other Loan Documents are cumulative and not exclusive of any rights or remedies that may otherwise be available to them at law or in equity.
10. Governing Law; Submission to Jurisdiction
This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to any choice-of-law or conflict-of-law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.
The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Note or for recognition or enforcement of any judgment in respect thereof, and the Borrower hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such United States federal court. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
The Borrower hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note in any court referred to in this Section 10. The Borrower hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
11. Waiver of Jury Trial
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS NOTE AND THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
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SIGNATURE PAGE TO REVOLVING CREDIT NOTE NOTE 1 — PRESCOTT NATIONAL BANK, N.A.
IN WITNESS WHEREOF, the Borrower has caused this Revolving Credit Note to be duly executed and delivered by its duly authorized officers as of the date first written above.
WHITMORE AEROSPACE LLC, a Delaware limited liability company
By: ________
Name: Derek Whitmore
Title: Chief Executive Officer & Co-Founder
By: ________
Name: Sandra Petrova
Title: Chief Financial Officer
NOTE 2
REVOLVING CREDIT NOTE
$90,000,000 (NINETY MILLION DOLLARS)
January 30, 2026 New York, New York
FOR VALUE RECEIVED, Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower"), headquartered at 2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170, EIN 82-3194567, hereby promises to pay to the order of Harborview Trust Company (the "Lender"), at its office located at 185 Asylum Street, Hartford, CT 06103, or at such other place as the holder hereof may designate in writing from time to time, in lawful money of the United States of America and in immediately available funds, the principal sum of NINETY MILLION DOLLARS ($90,000,000), or, if less, such lesser amount as shall equal the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to the Borrower pursuant to the Credit Agreement, together with interest thereon at the rates and on the dates provided in the Credit Agreement. The Lender serves as a Co-Syndication Agent under the Credit Agreement.
1. Reference to Credit Agreement
This Note is one of the "Notes" referred to in, and is entitled to the benefits of, that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (as amended, restated, amended and restated, supplemented, refinanced, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender. This Note is assigned CUSIP number 96438LAA3. Reference is made to the Credit Agreement for a statement of the terms and conditions governing this Note, including, but not limited to, the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is subject to all of the covenants, agreements, representations, warranties, terms, and conditions contained in the Credit Agreement and the other Loan Documents, all of which are incorporated herein by reference and made a part hereof as if fully set forth at length. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events and for prepayments of the principal hereof prior to the maturity of this Note upon the terms and conditions specified therein.
2. Interest Rate
Interest on the unpaid principal balance of each Revolving Credit Loan evidenced hereby shall accrue at the rate per annum equal to Adjusted Term SOFR plus three hundred fifty basis points (3.50%) per annum, subject to a SOFR floor of zero percent (0.00%), as more fully set forth in Section 2.08 of the Credit Agreement. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed (including the first day but excluding the last day) in accordance with Section 2.08(d) of the Credit Agreement.
Upon the occurrence and during the continuance of an Event of Default, interest shall accrue on the unpaid principal balance of this Note, and on all overdue interest and other amounts owing hereunder, at an additional two hundred basis points (2.00%) per annum above the rate otherwise applicable hereunder (the "Default Rate"), as set forth in Section 2.08(b) of the Credit Agreement. Interest at the Default Rate shall accrue from the date of such Event of Default until such Event of Default is cured or waived in accordance with the Credit Agreement, and shall be payable on demand.
Interest shall be payable in arrears on each Interest Payment Date as defined in the Credit Agreement. In the case of Revolving Credit Loans bearing interest at Adjusted Term SOFR, interest shall be payable on the last day of each Interest Period applicable thereto, and if any Interest Period exceeds three (3) months, interest shall also be payable on the date that falls every three (3) months after the first day of such Interest Period.
3. Repayment and Maturity
The principal of each Revolving Credit Loan evidenced hereby shall be due and payable on the dates and in the amounts specified in the Credit Agreement. The entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts payable under the Credit Agreement in respect of the Revolving Credit Loans evidenced hereby, shall be due and payable in full on the Maturity Date, which is January 30, 2031.
Voluntary prepayments of the Revolving Credit Loans evidenced hereby are permitted as provided in Section 2.09 of the Credit Agreement, subject to any applicable breakage costs or prepayment premiums described therein. Mandatory prepayments shall be required as provided in Section 2.10 of the Credit Agreement, including, without limitation, mandatory prepayments from the proceeds of certain asset sales, casualty events, extraordinary receipts, and the incurrence of certain indebtedness, in each case as set forth in the Credit Agreement.
4. Acceleration
Upon the occurrence of any Event of Default under the Credit Agreement, the Administrative Agent may, and at the direction of the Required Lenders shall, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest hereon and all other obligations, costs, expenses, and amounts payable to the Lender under this Note, the Credit Agreement, and the other Loan Documents, to be immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived by the Borrower. In the case of an Event of Default under Section 8.01(h) or Section 8.01(i) of the Credit Agreement (relating to the bankruptcy or insolvency of the Borrower or any Subsidiary Guarantor), the entire unpaid principal balance of this Note, together with all accrued and unpaid interest and all other amounts owing hereunder and under the other Loan Documents, shall automatically become immediately due and payable without any declaration, notice, or other action by the Administrative Agent or any Lender.
5. Security
This Note is secured by a first-priority perfected security interest in substantially all assets of the Borrower and each Subsidiary Guarantor, as more fully described in the following collateral documents, each dated as of January 30, 2026 (collectively, together with all other collateral documents from time to time delivered in connection with the Credit Agreement, the "Collateral Documents"):
(a) the Pledge and Security Agreement, dated as of January 30, 2026, by and among the Borrower, each Subsidiary Guarantor, and Prescott National Bank, N.A., as Collateral Agent, pursuant to which the Borrower and each Subsidiary Guarantor have granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in substantially all personal property of the Borrower and the Subsidiary Guarantors, including, without limitation, accounts, chattel paper, commercial tort claims, deposit accounts, equipment, fixtures, general intangibles (including intellectual property), goods, instruments, inventory, investment property, letter-of-credit rights, and proceeds thereof;
(b) the Equity Pledge Agreement, dated as of January 30, 2026, by and among the Borrower, certain Subsidiary Guarantors, and Prescott National Bank, N.A., as Collateral Agent, pursuant to which the Borrower and certain Subsidiary Guarantors have pledged one hundred percent (100%) of the equity interests in each domestic subsidiary and sixty-five percent (65%) of the equity interests in each first-tier foreign subsidiary to the Collateral Agent for the benefit of the Secured Parties; and
(c) the Mortgages, Deeds of Trust, and Security Deeds recorded against real property owned by the Borrower and the Subsidiary Guarantors in the following jurisdictions: (i) Fairfax County, Virginia; (ii) Madison County, Alabama; and (iii) Sedgwick County, Kansas, in each case granting to the Collateral Agent, for the benefit of the Secured Parties, a first-priority lien on and security interest in the real property described therein, together with all improvements, fixtures, and appurtenances thereto.
The rights and remedies of the holder of this Note with respect to the Collateral are as set forth in the Collateral Documents and the Credit Agreement.
6. Guarantee
Payment of this Note is unconditionally and irrevocably guaranteed, jointly and severally, by each of the following Subsidiary Guarantors pursuant to the Guarantee Agreement, dated as of January 30, 2026 (as amended, restated, supplemented, or otherwise modified from time to time, the "Guarantee Agreement"), by and among the Subsidiary Guarantors and Prescott National Bank, N.A., as Administrative Agent:
(a) Whitmore Propulsion Systems, Inc., a Delaware corporation;
(b) Whitmore Avionics Holdings LLC, a Delaware limited liability company;
(c) Whitmore Defense Solutions, Inc., a Virginia corporation; and
(d) Whitmore Precision Machining LLC, a Kansas limited liability company.
The Guarantee Agreement contains the terms and conditions of the guarantees provided by the Subsidiary Guarantors, and reference is made thereto for a complete statement of the rights, obligations, and remedies of the parties thereunder.
7. Lender's Records
The Lender is hereby authorized to record on its books and records, or on any schedule or grid attached to this Note, the date and amount of each Revolving Credit Loan made hereunder, each repayment or prepayment of principal hereof, the applicable interest rate, and the amount of each payment of interest received by the Lender with respect hereto; provided, however, that the failure of the Lender to make any such recordation, or any error in such recordation, shall not affect the obligation of the Borrower hereunder or under the Credit Agreement to repay the outstanding principal amount of the Revolving Credit Loans evidenced hereby, together with all accrued and unpaid interest thereon, in accordance with the terms hereof and thereof. The books and records of the Lender shall constitute prima facie evidence of the accuracy of the information recorded therein absent manifest error.
8. Assignments
The Lender may assign its rights and obligations under this Note, in whole or in part, in accordance with Section 10.04 of the Credit Agreement. Each such assignment shall be effected pursuant to an Assignment and Assumption Agreement in the form attached as Exhibit A to the Credit Agreement, duly executed by the assigning Lender, the assignee, and, to the extent required under the Credit Agreement, acknowledged by the Borrower and the Administrative Agent. Upon the effectiveness of any such assignment, the assignee shall be deemed to be a "Lender" for all purposes of the Credit Agreement and the other Loan Documents with respect to the assigned interest, and the assigning Lender shall be relieved of its obligations under the Credit Agreement to the extent of such assignment.
9. Waivers
The Borrower hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor, diligence in collection, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as expressly required by the Credit Agreement. No failure or delay by the Lender or the Administrative Agent in exercising any right, remedy, power, or privilege hereunder or under the Credit Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights and remedies of the Lender and the Administrative Agent under this Note, the Credit Agreement, and the other Loan Documents are cumulative and not exclusive of any rights or remedies that may otherwise be available to them at law or in equity.
10. Governing Law; Submission to Jurisdiction
This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to any choice-of-law or conflict-of-law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.
The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Note or for recognition or enforcement of any judgment in respect thereof, and the Borrower hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such United States federal court. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
The Borrower hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note in any court referred to in this Section 10. The Borrower hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
11. Waiver of Jury Trial
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS NOTE AND THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
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SIGNATURE PAGE TO REVOLVING CREDIT NOTE NOTE 2 — HARBORVIEW TRUST COMPANY
IN WITNESS WHEREOF, the Borrower has caused this Revolving Credit Note to be duly executed and delivered by its duly authorized officers as of the date first written above.
WHITMORE AEROSPACE LLC, a Delaware limited liability company
By: ________
Name: Derek Whitmore
Title: Chief Executive Officer & Co-Founder
By: ________
Name: Sandra Petrova
Title: Chief Financial Officer
NOTE 3
REVOLVING CREDIT NOTE
$90,000,000 (NINETY MILLION DOLLARS)
January 30, 2026 New York, New York
FOR VALUE RECEIVED, Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower"), headquartered at 2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170, EIN 82-3194567, hereby promises to pay to the order of Meridian Commercial Lending Corp., a Delaware corporation and subsidiary of Meridian Financial Group, Inc. (the "Lender"), at its office located at 233 South Wacker Drive, Suite 4100, Chicago, IL 60606, or at such other place as the holder hereof may designate in writing from time to time, in lawful money of the United States of America and in immediately available funds, the principal sum of NINETY MILLION DOLLARS ($90,000,000), or, if less, such lesser amount as shall equal the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to the Borrower pursuant to the Credit Agreement, together with interest thereon at the rates and on the dates provided in the Credit Agreement. The Lender serves as a Co-Syndication Agent under the Credit Agreement.
1. Reference to Credit Agreement
This Note is one of the "Notes" referred to in, and is entitled to the benefits of, that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (as amended, restated, amended and restated, supplemented, refinanced, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender. This Note is assigned CUSIP number 96438LAA3. Reference is made to the Credit Agreement for a statement of the terms and conditions governing this Note, including, but not limited to, the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is subject to all of the covenants, agreements, representations, warranties, terms, and conditions contained in the Credit Agreement and the other Loan Documents, all of which are incorporated herein by reference and made a part hereof as if fully set forth at length. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events and for prepayments of the principal hereof prior to the maturity of this Note upon the terms and conditions specified therein.
2. Interest Rate
Interest on the unpaid principal balance of each Revolving Credit Loan evidenced hereby shall accrue at the rate per annum equal to Adjusted Term SOFR plus three hundred fifty basis points (3.50%) per annum, subject to a SOFR floor of zero percent (0.00%), as more fully set forth in Section 2.08 of the Credit Agreement. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed (including the first day but excluding the last day) in accordance with Section 2.08(d) of the Credit Agreement.
Upon the occurrence and during the continuance of an Event of Default, interest shall accrue on the unpaid principal balance of this Note, and on all overdue interest and other amounts owing hereunder, at an additional two hundred basis points (2.00%) per annum above the rate otherwise applicable hereunder (the "Default Rate"), as set forth in Section 2.08(b) of the Credit Agreement. Interest at the Default Rate shall accrue from the date of such Event of Default until such Event of Default is cured or waived in accordance with the Credit Agreement, and shall be payable on demand.
Interest shall be payable in arrears on each Interest Payment Date as defined in the Credit Agreement. In the case of Revolving Credit Loans bearing interest at Adjusted Term SOFR, interest shall be payable on the last day of each Interest Period applicable thereto, and if any Interest Period exceeds three (3) months, interest shall also be payable on the date that falls every three (3) months after the first day of such Interest Period.
3. Repayment and Maturity
The principal of each Revolving Credit Loan evidenced hereby shall be due and payable on the dates and in the amounts specified in the Credit Agreement. The entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts payable under the Credit Agreement in respect of the Revolving Credit Loans evidenced hereby, shall be due and payable in full on the Maturity Date, which is January 30, 2031.
Voluntary prepayments of the Revolving Credit Loans evidenced hereby are permitted as provided in Section 2.09 of the Credit Agreement, subject to any applicable breakage costs or prepayment premiums described therein. Mandatory prepayments shall be required as provided in Section 2.10 of the Credit Agreement, including, without limitation, mandatory prepayments from the proceeds of certain asset sales, casualty events, extraordinary receipts, and the incurrence of certain indebtedness, in each case as set forth in the Credit Agreement.
4. Acceleration
Upon the occurrence of any Event of Default under the Credit Agreement, the Administrative Agent may, and at the direction of the Required Lenders shall, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest hereon and all other obligations, costs, expenses, and amounts payable to the Lender under this Note, the Credit Agreement, and the other Loan Documents, to be immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived by the Borrower. In the case of an Event of Default under Section 8.01(h) or Section 8.01(i) of the Credit Agreement (relating to the bankruptcy or insolvency of the Borrower or any Subsidiary Guarantor), the entire unpaid principal balance of this Note, together with all accrued and unpaid interest and all other amounts owing hereunder and under the other Loan Documents, shall automatically become immediately due and payable without any declaration, notice, or other action by the Administrative Agent or any Lender.
5. Security
This Note is secured by a first-priority perfected security interest in substantially all assets of the Borrower and each Subsidiary Guarantor, as more fully described in the following collateral documents, each dated as of January 30, 2026 (collectively, together with all other collateral documents from time to time delivered in connection with the Credit Agreement, the "Collateral Documents"):
(a) the Pledge and Security Agreement, dated as of January 30, 2026, by and among the Borrower, each Subsidiary Guarantor, and Prescott National Bank, N.A., as Collateral Agent, pursuant to which the Borrower and each Subsidiary Guarantor have granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in substantially all personal property of the Borrower and the Subsidiary Guarantors, including, without limitation, accounts, chattel paper, commercial tort claims, deposit accounts, equipment, fixtures, general intangibles (including intellectual property), goods, instruments, inventory, investment property, letter-of-credit rights, and proceeds thereof;
(b) the Equity Pledge Agreement, dated as of January 30, 2026, by and among the Borrower, certain Subsidiary Guarantors, and Prescott National Bank, N.A., as Collateral Agent, pursuant to which the Borrower and certain Subsidiary Guarantors have pledged one hundred percent (100%) of the equity interests in each domestic subsidiary and sixty-five percent (65%) of the equity interests in each first-tier foreign subsidiary to the Collateral Agent for the benefit of the Secured Parties; and
(c) the Mortgages, Deeds of Trust, and Security Deeds recorded against real property owned by the Borrower and the Subsidiary Guarantors in the following jurisdictions: (i) Fairfax County, Virginia; (ii) Madison County, Alabama; and (iii) Sedgwick County, Kansas, in each case granting to the Collateral Agent, for the benefit of the Secured Parties, a first-priority lien on and security interest in the real property described therein, together with all improvements, fixtures, and appurtenances thereto.
The rights and remedies of the holder of this Note with respect to the Collateral are as set forth in the Collateral Documents and the Credit Agreement.
6. Guarantee
Payment of this Note is unconditionally and irrevocably guaranteed, jointly and severally, by each of the following Subsidiary Guarantors pursuant to the Guarantee Agreement, dated as of January 30, 2026 (as amended, restated, supplemented, or otherwise modified from time to time, the "Guarantee Agreement"), by and among the Subsidiary Guarantors and Prescott National Bank, N.A., as Administrative Agent:
(a) Whitmore Propulsion Systems, Inc., a Delaware corporation;
(b) Whitmore Avionics Holdings LLC, a Delaware limited liability company;
(c) Whitmore Defense Solutions, Inc., a Virginia corporation; and
(d) Whitmore Precision Machining LLC, a Kansas limited liability company.
The Guarantee Agreement contains the terms and conditions of the guarantees provided by the Subsidiary Guarantors, and reference is made thereto for a complete statement of the rights, obligations, and remedies of the parties thereunder.
7. Lender's Records
The Lender is hereby authorized to record on its books and records, or on any schedule or grid attached to this Note, the date and amount of each Revolving Credit Loan made hereunder, each repayment or prepayment of principal hereof, the applicable interest rate, and the amount of each payment of interest received by the Lender with respect hereto; provided, however, that the failure of the Lender to make any such recordation, or any error in such recordation, shall not affect the obligation of the Borrower hereunder or under the Credit Agreement to repay the outstanding principal amount of the Revolving Credit Loans evidenced hereby, together with all accrued and unpaid interest thereon, in accordance with the terms hereof and thereof. The books and records of the Lender shall constitute prima facie evidence of the accuracy of the information recorded therein absent manifest error.
8. Assignments
The Lender may assign its rights and obligations under this Note, in whole or in part, in accordance with Section 10.04 of the Credit Agreement. Each such assignment shall be effected pursuant to an Assignment and Assumption Agreement in the form attached as Exhibit A to the Credit Agreement, duly executed by the assigning Lender, the assignee, and, to the extent required under the Credit Agreement, acknowledged by the Borrower and the Administrative Agent. Upon the effectiveness of any such assignment, the assignee shall be deemed to be a "Lender" for all purposes of the Credit Agreement and the other Loan Documents with respect to the assigned interest, and the assigning Lender shall be relieved of its obligations under the Credit Agreement to the extent of such assignment.
9. Waivers
The Borrower hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor, diligence in collection, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as expressly required by the Credit Agreement. No failure or delay by the Lender or the Administrative Agent in exercising any right, remedy, power, or privilege hereunder or under the Credit Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights and remedies of the Lender and the Administrative Agent under this Note, the Credit Agreement, and the other Loan Documents are cumulative and not exclusive of any rights or remedies that may otherwise be available to them at law or in equity.
10. Governing Law; Submission to Jurisdiction
This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to any choice-of-law or conflict-of-law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.
The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Note or for recognition or enforcement of any judgment in respect thereof, and the Borrower hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such United States federal court. The Borrower agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
The Borrower hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note in any court referred to in this Section 10. The Borrower hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
11. Waiver of Jury Trial
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS NOTE AND THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
[Remainder of this page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO REVOLVING CREDIT NOTE NOTE 3 — MERIDIAN COMMERCIAL LENDING CORP.
IN WITNESS WHEREOF, the Borrower has caused this Revolving Credit Note to be duly executed and delivered by its duly authorized officers as of the date first written above.
WHITMORE AEROSPACE LLC, a Delaware limited liability company
By: ________
Name: Derek Whitmore
Title: Chief Executive Officer & Co-Founder
By: ________
Name: Sandra Petrova
Title: Chief Financial Officer
NOTE 4
REVOLVING CREDIT NOTE
$67,500,000 (SIXTY-SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS)
January 30, 2026 New York, New York
FOR VALUE RECEIVED, Whitmore Aerospace LLC, a Delaware limited liability company (the "Borrower"), headquartered at 2400 Centennial Tower Drive, Suite 800, Herndon, VA 20170, EIN 82-3194567, hereby promises to pay to the order of Atlas Fidelity Bank, a New York state-chartered bank (the "Lender"), at its office located at 1 Liberty Plaza, 30th Floor, New York, NY 10006, or at such other place as the holder hereof may designate in writing from time to time, in lawful money of the United States of America and in immediately available funds, the principal sum of SIXTY-SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($67,500,000), or, if less, such lesser amount as shall equal the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to the Borrower pursuant to the Credit Agreement, together with interest thereon at the rates and on the dates provided in the Credit Agreement. The Lender serves as Documentation Agent under the Credit Agreement.
1. Reference to Credit Agreement
This Note is one of the "Notes" referred to in, and is entitled to the benefits of, that certain Senior Secured Revolving Credit Agreement, dated as of January 30, 2026 (as amended, restated, amended and restated, supplemented, refinanced, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Prescott National Bank, N.A., as Administrative Agent, Collateral Agent, and Swingline Lender. This Note is assigned CUSIP number 96438LAA3. Reference is made to the Credit Agreement for a statement of the terms and conditions governing this Note, including, but not limited to, the terms and conditions under which this Note may be prepaid or its maturity date accelerated. This Note is subject to all of the covenants, agreements, representations, warranties, terms, and conditions contained in the Credit Agreement and the other Loan Documents, all of which are incorporated herein by reference and made a part hereof as if fully set forth at length. The Credit Agreement, among other things, contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events and for prepayments of the principal hereof prior to the maturity of this Note upon the terms and conditions specified therein.
2. Interest Rate
Interest on the unpaid principal balance of each Revolving Credit Loan evidenced hereby shall accrue at the rate per annum equal to Adjusted Term SOFR plus three hundred fifty basis points (3.50%) per annum, subject to a SOFR floor of zero percent (0.00%), as more fully set forth in Section 2.08 of the Credit Agreement. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed (including the first day but excluding the last day) in accordance with Section 2.08(d) of the Credit Agreement.
Upon the occurrence and during the continuance of an Event of Default, interest shall accrue on the unpaid principal balance of this Note, and on all overdue interest and other amounts owing hereunder, at an additional two hundred basis points (2.00%) per annum above the rate otherwise applicable hereunder (the "Default Rate"), as set forth in Section 2.08(b) of the Credit Agreement. Interest at the Default Rate shall accrue from the date of such Event of Default until such Event of Default is cured or waived in accordance with the Credit Agreement, and shall be payable on demand.
Interest shall be payable in arrears on each Interest Payment Date as defined in the Credit Agreement. In the case of Revolving Credit Loans bearing interest at Adjusted Term SOFR, interest shall be payable on the last day of each Interest Period applicable thereto, and if any Interest Period exceeds three (3) months, interest shall also be payable on the date that falls every three (3) months after the first day of such Interest Period.
3. Repayment and Maturity
The principal of each Revolving Credit Loan evidenced hereby shall be due and payable on the dates and in the amounts specified in the Credit Agreement. The entire unpaid principal balance of this Note, together with all accrued and unpaid interest thereon and all other amounts payable under the Credit Agreement in respect of the Revolving Credit Loans evidenced hereby, shall be due and payable in full on the Maturity Date, which is January 30, 2031.
Voluntary prepayments of the Revolving Credit Loans evidenced hereby are permitted as provided in Section 2.09 of the Credit Agreement, subject to any applicable breakage costs or prepayment premiums described therein. Mandatory prepayments shall be required as provided in Section 2.10 of the Credit Agreement, including, without limitation, mandatory prepayments from the proceeds of certain asset sales, casualty events, extraordinary receipts, and the incurrence of certain indebtedness, in each case as set forth in the Credit Agreement.
4. Acceleration
Upon the occurrence of any Event of Default under the Credit Agreement, the Administrative Agent may, and at the direction of the Required Lenders shall, declare the entire unpaid principal balance of this Note, together with all accrued and unpaid interest hereon and all other obligations, costs, expenses, and amounts payable to the Lender under this Note, the Credit Agreement, and the other Loan Documents, to be immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived by the Borrower. In the case of an Event of Default under Section 8.01(h) or Section 8.01(i) of the Credit Agreement (relating to the bankruptcy or insolvency of the Borrower or any Subsidiary Guarantor), the entire unpaid principal balance of this Note, together with all accrued and unpaid interest and all other amounts owing hereunder and under the other Loan Documents, shall automatically become immediately due and payable without any declaration, notice, or other action by the Administrative Agent or any Lender.
5. Security
This Note is secured by a first-priority perfected security interest in substantially all assets of the Borrower and each Subsidiary Guarantor, as more fully described in the following collateral documents, each dated as of January 30, 2026 (collectively, together with all other collateral documents from time to time delivered in connection with the Credit Agreement, the "Collateral Documents"):
(a) the Pledge and Security Agreement, dated as of January 30, 2026, by and among the Borrower, each Subsidiary Guarantor, and Prescott National Bank, N.A., as Collateral Agent, pursuant to which the Borrower and each Subsidiary Guarantor have granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in substantially all personal property of the Borrower and the Subsidiary Guarantors, including, without limitation, accounts, chattel paper, commercial tort claims, deposit accounts, equipment, fixtures, general intangibles (including intellectual property), goods, instruments, inventory, investment property, letter-of-credit rights, and proceeds thereof;
(b) the Equity Pledge Agreement, dated as of January 30, 2026, by and among the Borrower, certain Subsidiary Guarantors, and Prescott National Bank, N.A., as Collateral Agent, pursuant to which the Borrower and certain Subsidiary Guarantors have pledged one hundred percent (100%) of the equity interests in each domestic subsidiary and sixty-five percent (65%) of the equity interests in each first-tier foreign subsidiary to the Collateral Agent for the benefit of the Secured Parties; and
(c) the Mortgages, Deeds of Trust, and Security Deeds recorded against real property owned by the Borrower and the Subsidiary Guarantors in the following jurisdictions: (i) Fairfax County, Virginia; (ii) Madison County, Alabama; and (iii) Sedgwick County, Kansas, in each case granting to the Collateral Agent, for the benefit of the Secured Parties, a first-priority lien on and security interest in the real property described therein, together with all improvements, fixtures, and appurtenances thereto.
The rights and remedies of the holder of this Note with respect to the Collateral are as set forth in the Collateral Documents and the Credit Agreement.
6. Guarantee
Payment of this Note is unconditionally and irrevocably guaranteed, jointly and severally, by each of the following Subsidiary Guarantors pursuant to the Guarantee Agreement, dated as of January 30, 2026 (as amended, restated, supplemented, or otherwise modified from time to time, the "Guarantee Agreement"), by and among the Subsidiary Guarantors and Prescott National Bank, N.A., as Administrative Agent:
(a) Whitmore Propulsion Systems, Inc., a Delaware corporation;
(b) Whitmore Avionics Holdings LLC, a Delaware limited liability company;
(c) Whitmore Defense Solutions, Inc., a Virginia corporation; and
(d) Whitmore Precision Machining LLC, a Kansas limited liability company.
The Guarantee Agreement contains the terms and conditions of the guarantees provided by the Subsidiary Guarantors, and reference is made thereto for a complete statement of the rights, obligations, and remedies of the parties thereunder.
7. Lender's Records
The Lender is hereby authorized to record on its books and records, or on any schedule or grid attached to this Note, the date and amount of each Revolving Credit Loan made hereunder, each repayment or prepayment of principal hereof, the applicable interest rate, and the amount of each payment of interest received by the Lender with respect hereto; provided, however, that the failure of the Lender to make any such recordation, or any error in such recordation, shall not affect the obligation of the Borrower hereunder or under the Credit Agreement to repay the outstanding principal amount of the Revolving Credit Loans evidenced hereby, together with all accrued and unpaid interest thereon, in accordance with the terms hereof and thereof. The books and records of the Lender shall constitute prima facie evidence of the accuracy of the information recorded therein absent manifest error.
8. Assignments
The Lender may assign its rights and obligations under this Note, in whole or in part, in accordance with Section 10.04 of the Credit Agreement. Each such assignment shall be effected pursuant to an Assignment and Assumption Agreement in the form attached as Exhibit A to the Credit Agreement, duly executed by the assigning Lender, the assignee, and, to the extent required under the Credit Agreement, acknowledged by the Borrower and the Administrative Agent. Upon the effectiveness of any such assignment, the assignee shall be deemed to be a "Lender" for all purposes of the Credit Agreement and the other Loan Documents with respect to the assigned interest, and the assigning Lender shall be relieved of its obligations under the Credit Agreement to the extent of such assignment.
9. Waivers
The Borrower hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor, diligence in collection, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except as expressly required by the Credit Agreement. No failure or delay by the Lender or the Administrative Agent in exercising any right, remedy, power, or privilege hereunder or under the Credit Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights and remedies of the Lender and the Administrative Agent under this Note, the Credit Agreement, and the other Loan Documents are cumulative and not exclusive of any rights or remedies that may otherwise be available to them at law or in equity.
10. Governing Law; Submission to Jurisdiction
This Note shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York without giving effect to any choice-of-law or conflict-of-law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.
The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Note or for recognition or enforcement of any judgment in respect thereof, and the Borrower hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state co