CUSIP 96438LAA3
PLEDGE AND SECURITY AGREEMENT
dated as of January 30, 2026
among
WHITMORE AEROSPACE LLC, a Delaware limited liability company, as Borrower,
each of the SUBSIDIARY GUARANTORS party hereto,
and
PRESCOTT NATIONAL BANK, N.A., as Collateral Agent for the benefit of the Secured Parties
In connection with the
$450,000,000 Senior Secured Revolving Credit Agreement dated as of January 30, 2026 (the "Credit Agreement")
Prepared by: Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017
TABLE OF CONTENTS
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PLEDGE AND SECURITY AGREEMENT
This PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this "Agreement"), dated as of January 30, 2026, is entered into among WHITMORE AEROSPACE LLC, a Delaware limited liability company (the "Borrower" or "WAL"), each of the SUBSIDIARY GUARANTORS party hereto from time to time (each a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors"), and PRESCOTT NATIONAL BANK, N.A., a national banking association, in its capacity as collateral agent for the benefit of the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent").
RECITALS
WHEREAS, the Borrower, the Subsidiary Guarantors, the Lenders (as defined below), and Prescott National Bank, N.A., as Administrative Agent, have entered into that certain $450,000,000 Senior Secured Revolving Credit Agreement dated as of January 30, 2026 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), pursuant to which the Lenders have agreed, subject to the terms and conditions set forth in the Credit Agreement, to make certain revolving credit loans and other financial accommodations available to the Borrower;
WHEREAS, it is a condition precedent to the making of the initial extensions of credit under the Credit Agreement that the Grantors execute and deliver this Agreement to the Collateral Agent for the benefit of the Secured Parties;
WHEREAS, each Subsidiary Guarantor has guaranteed the Obligations of the Borrower pursuant to the Guarantee Agreement (as defined in the Credit Agreement) dated as of the date hereof and acknowledges that it will derive substantial direct and indirect benefit from the extensions of credit made available to the Borrower under the Credit Agreement;
WHEREAS, each Grantor has determined that its execution, delivery, and performance of this Agreement is in the best interests of such Grantor and is necessary and convenient to the conduct, promotion, and attainment of the business of such Grantor; and
WHEREAS, each Grantor desires to grant to the Collateral Agent, for the benefit of the Secured Parties, a first-priority continuing security interest in and lien upon all of its right, title, and interest in and to the Collateral (as defined herein), subject to the exceptions set forth herein, to secure the prompt and complete payment, performance, and observance of all of the Obligations.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Definitions.
As used in this Agreement, the following terms shall have the following meanings:
"Account" shall have the meaning ascribed to such term in Article 9 of the UCC.
"Administrative Agent" shall mean Prescott National Bank, N.A., a national banking association, in its capacity as administrative agent under the Credit Agreement, together with its successors and assigns in such capacity.
"Agreement" shall have the meaning ascribed to such term in the preamble hereto.
"Borrower" shall mean Whitmore Aerospace LLC, a Delaware limited liability company (EIN: 82-3194567; Delaware Secretary of State Filing No. 5738291), with its principal executive office located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170.
"Chattel Paper" shall have the meaning ascribed to such term in the UCC and shall include both tangible chattel paper and electronic chattel paper.
"Collateral" shall have the meaning ascribed to such term in Section 2.01, and shall encompass all personal property described in Article II, subject to the Excluded Assets set forth in Section 2.03.
"Collateral Agent" shall mean Prescott National Bank, N.A., a national banking association, in its capacity as collateral agent for the benefit of the Secured Parties under this Agreement and the other Loan Documents, together with its successors and assigns in such capacity.
"Commercial Tort Claims" shall have the meaning ascribed to such term in the UCC. Specific commercial tort claims of the Grantors as of the date hereof are listed on Schedule 4 hereto, as such schedule may be supplemented from time to time in accordance with Section 5.07.
"Control Agreement" shall mean any deposit account control agreement or securities account control agreement (in each case, in form and substance reasonably satisfactory to the Collateral Agent) entered into among a Grantor, the Collateral Agent, and the relevant depository bank or securities intermediary with respect to any deposit account or securities account maintained by such Grantor, pursuant to which the Collateral Agent obtains "control" (within the meaning of the UCC) over such deposit account or securities account.
"Copyright Security Agreement" shall mean any short-form copyright security agreement, in form suitable for recordation with the United States Copyright Office, executed by any Grantor in favor of the Collateral Agent for the benefit of the Secured Parties, evidencing the security interest granted herein with respect to Copyrights.
"Copyrights" shall mean all copyrights, copyright registrations, and copyright applications, together with all renewals and extensions thereof, all rights corresponding thereto throughout the world, and all income, royalties, damages, and payments now or hereafter due and/or payable with respect thereto, including damages and payments for past, present, or future infringements thereof.
"Credit Agreement" shall mean the $450,000,000 Senior Secured Revolving Credit Agreement dated as of January 30, 2026 among the Borrower, the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Prescott National Bank, N.A., as Administrative Agent, as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time.
"Deposit Account" shall have the meaning ascribed to such term in the UCC.
"Equipment" shall have the meaning ascribed to such term in the UCC.
"Event of Default" shall have the meaning ascribed to such term in the Credit Agreement.
"Excluded Assets" shall have the meaning ascribed to such term in Section 2.03.
"Existing Facility" shall mean the $210,000,000 senior secured term loan facility dated as of March 15, 2021, among the Borrower, certain of the Subsidiary Guarantors, and Prescott National Bank, N.A. (in its prior capacity as administrative agent and collateral agent thereunder), as amended from time to time prior to the date hereof, which facility is being repaid in full in connection with the closing of the Credit Agreement.
"General Intangibles" shall have the meaning ascribed to such term in the UCC and shall include, without limitation, all payment intangibles and software.
"Grantors" shall mean, collectively, the Borrower and each Subsidiary Guarantor that is a party to this Agreement (whether on the date hereof or from time to time hereafter), and "Grantor" shall mean any of them individually.
"Guarantee Agreement" shall mean the Guarantee Agreement dated as of January 30, 2026, executed and delivered by each Subsidiary Guarantor in favor of the Administrative Agent for the benefit of the Secured Parties, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Instruments" shall have the meaning ascribed to such term in the UCC.
"intellectual Property" shall mean, collectively, all Patents, Trademarks, Copyrights, Trade Secrets, and Licenses, together with all income, royalties, damages, and payments now or hereafter due and/or payable with respect thereto, including damages and payments for past, present, or future infringement, dilution, misappropriation, violation, misuse, or breach thereof.
"Inventory" shall have the meaning ascribed to such term in the UCC.
"Investment Property" shall have the meaning ascribed to such term in the UCC.
"LC Issuer" shall have the meaning ascribed to such term in the Credit Agreement.
"Lenders" shall mean, collectively, Prescott National Bank, N.A., Harborview Trust Company, Meridian Commercial Lending Corp., Atlas Fidelity Bank, and Commonwealth Capital Markets, Inc., and each of their respective successors and assigns that become Lenders under the Credit Agreement from time to time.
"Letter-of-Credit Rights" shall have the meaning ascribed to such term in the UCC.
"Licenses" shall mean all license agreements, sublicense agreements, and other agreements pursuant to which any Grantor is granted or grants rights to use any Patent, Trademark, Copyright, or Trade Secret, together with all income, royalties, damages, and payments now or hereafter due and/or payable under or with respect thereto.
"Loan Documents" shall have the meaning ascribed to such term in the Credit Agreement.
"Obligations" shall mean all obligations of the Borrower and the Subsidiary Guarantors under the Credit Agreement, the Guarantee Agreement, this Agreement, and each of the other Loan Documents, including, without limitation, (a) all principal obligations (up to the total facility commitment of $450,000,000), (b) all interest thereon (at a rate of Term SOFR plus 350 basis points per annum, as more fully set forth in the Credit Agreement, and at the Default Rate upon the occurrence and during the continuance of an Event of Default), (c) all fees, commissions, charges, costs, and expenses payable by the Borrower or any Subsidiary Guarantor under any Loan Document, (d) all reimbursement obligations and all other obligations with respect to letters of credit, (e) all obligations with respect to swingline loans, (f) all indemnification obligations, and (g) all obligations to pay costs of collection, attorneys' fees, and other amounts payable by the Borrower or any Subsidiary Guarantor under any Loan Document, in each case, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, joint or several, due or not yet due, primary or secondary, liquidated or unliquidated, secured or unsecured.
"Patent Security Agreement" shall mean any short-form patent security agreement, in form suitable for recordation with the United States Patent and Trademark Office, executed by any Grantor in favor of the Collateral Agent for the benefit of the Secured Parties, evidencing the security interest granted herein with respect to Patents.
"Patents" shall mean all patents, patent applications (including provisional applications), and all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, together with all rights corresponding thereto throughout the world, and all income, royalties, damages, and payments now or hereafter due and/or payable with respect thereto, including damages and payments for past, present, or future infringements thereof.
"Payment in Full" shall have the meaning ascribed to such term in the Credit Agreement.
"Permitted Liens" shall have the meaning ascribed to such term in the Credit Agreement.
"Pledged Equity" shall mean the equity interests pledged under the Equity Pledge Agreement dated as of January 30, 2026, executed by the Grantors in favor of the Collateral Agent for the benefit of the Secured Parties, which is a separate Loan Document, and the term "Pledged Equity" is used herein solely for purposes of cross-reference.
"Proceeds" shall have the meaning ascribed to such term in the UCC and shall include, without limitation, whatever is acquired upon the sale, lease, license, exchange, or other disposition of Collateral, whatever is collected on or distributed on account of Collateral, and insurance proceeds.
"Required Lenders" shall have the meaning ascribed to such term in the Credit Agreement.
"Secured Parties" shall mean, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the Swingline Lender (Prescott National Bank, N.A.), and each LC Issuer, together with their respective successors and assigns.
"Securities Account" shall have the meaning ascribed to such term in the UCC.
"Subsidiary Guarantors" shall mean, collectively:
(a) Whitmore Propulsion Systems, Inc. ("WPS"), a Delaware corporation (Delaware Secretary of State Filing No. 6104873; EIN: 84-2057831);
(b) Whitmore Avionics Holdings LLC ("WAH"), a Delaware limited liability company (Delaware Secretary of State Filing No. 6329017; EIN: 85-6723901);
(c) Whitmore Defense Solutions, Inc. ("WDS"), a Virginia corporation (Virginia State Corporation Commission Entity ID: S3482917; EIN: 54-3891204); and
(d) Whitmore Precision Machining LLC ("WPM"), a Delaware limited liability company (Delaware Secretary of State Filing No. 6587204; EIN: 86-4502178),
together with any additional subsidiary that becomes a "Subsidiary Guarantor" under the Credit Agreement after the date hereof.
"Supporting Obligations" shall have the meaning ascribed to such term in the UCC.
"Swingline Lender" shall have the meaning ascribed to such term in the Credit Agreement and, as of the date hereof, shall be Prescott National Bank, N.A.
"Trade Secrets" shall mean all trade secrets, know-how, proprietary technology, processes, formulas, algorithms, databases, customer and supplier lists, confidential business information, manufacturing processes, technical data, designs, drawings, specifications, and research and development information, in each case to the extent protectable as trade secrets under applicable law.
"Trademark Security Agreement" shall mean any short-form trademark security agreement, in form suitable for recordation with the United States Patent and Trademark Office, executed by any Grantor in favor of the Collateral Agent for the benefit of the Secured Parties, evidencing the security interest granted herein with respect to Trademarks.
"Trademarks" shall mean all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, domain names, and other source or business identifiers, together with all goodwill associated therewith, all registrations and applications for registration thereof, and all renewals, extensions, modifications, and amendments of the foregoing, together with all income, royalties, damages, and payments now or hereafter due and/or payable with respect thereto, including damages and payments for past, present, or future infringement, dilution, or violation thereof.
"UCC" shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that to the extent that the perfection, the effect of perfection or non-perfection, or the priority of the security interests granted herein in any item of Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC" shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection, or priority.
Section 1.02 — Interpretation; References to the UCC.
(a) Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement. If any term is defined both in this Agreement and in the Credit Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement.
(b) All terms used herein and defined in the UCC that are not otherwise defined herein or in the Credit Agreement shall have the meanings assigned to such terms under Article 9 of the UCC, as in effect from time to time. If the definition of a term in Article 9 of the UCC is broader than the definition of such term in another article of the UCC, the definition in Article 9 shall control for purposes of this Agreement.
(c) Without limiting the generality of the foregoing, the term "Collateral" as used herein is intended to be interpreted in the broadest manner possible so as to encompass all assets, rights, and interests described in Section 2.01, whether now owned or hereafter acquired, wherever located, and whether in the possession of any Grantor or any other person, subject only to the exclusions set forth in Section 2.03.
(d) The governing UCC jurisdictions applicable to the filing of UCC-1 financing statements for the perfection of the security interests granted herein shall be as follows: (i) the State of Delaware, for filings against WAL, WPS, WAH, and WPM, each of which is formed under the laws of the State of Delaware; and (ii) the Commonwealth of Virginia, for filings against WDS, which is formed under the laws of the Commonwealth of Virginia.
Section 1.03 — Rules of Construction.
(a) The headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
(b) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(c) References herein to "Articles," "Sections," "Schedules," and "Exhibits" shall be to Articles, Sections, Schedules, and Exhibits of and to this Agreement unless otherwise specifically provided.
(d) The use of the singular form of any word shall include the plural and vice versa.
(e) The word "or" is not exclusive.
(f) References to any person shall include such person's successors and permitted assigns.
(g) References to any law, statute, regulation, or rule shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law, statute, regulation, or rule.
(h) References to "the date hereof" shall mean the date first set forth in the preamble to this Agreement.
(i) References to "herein," "hereunder," "hereof," and words of similar import shall refer to this Agreement as a whole and not to any particular provision hereof.
ARTICLE II — GRANT OF SECURITY INTEREST
Section 2.01 — Security Interest Grant.
Each Grantor hereby pledges, assigns, and grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a first-priority continuing security interest in, and lien upon, all of the right, title, and interest of such Grantor in, to, and under all of the following property, whether now owned or existing or hereafter acquired or arising and wherever located (all of which being collectively referred to herein as the "Collateral"):
(a) Accounts. All accounts (as defined in the UCC), including all accounts receivable, rights to payment for goods sold, leased, or licensed, services rendered, or licenses granted, all rights to payment arising out of the sale, lease, license, assignment, or other disposition of property, all health-care-insurance receivables, and all rights to payment of any kind, whether or not earned by performance.
(b) Inventory. All inventory (as defined in the UCC), including all raw materials, work-in-process, finished goods, and goods held for sale, lease, or to be furnished under contracts of service, and all materials and supplies used or consumed in the manufacture, packing, shipping, advertising, selling, leasing, or furnishing of such goods, in each case, in any form and wherever located. Without limiting the generality of the foregoing, such inventory includes all aerospace components, avionics housings, propulsion subsystems, turbine assemblies, machined parts, fastener systems, and related manufacturing materials and supplies.
(c) Equipment. All equipment (as defined in the UCC), including all machinery, fixtures, tools, dies, jigs, molds, furniture, furnishings, vehicles (except as excluded pursuant to Section 2.03(c)), computer hardware, servers, networking equipment, telecommunications equipment, and all other tangible personal property used in the operations of such Grantor, together with all accessions, additions, attachments, improvements, substitutions, and replacements thereto and therefor. Without limiting the generality of the foregoing, such equipment includes (i) all CNC machining equipment, heat-treatment furnaces, and quality-control inspection equipment located at WPM's manufacturing facility at 4550 North Webb Road, Wichita, Kansas 67226, and (ii) all turbine manufacturing equipment, test stands, and propulsion testing apparatus located at WPS's manufacturing facility at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808.
(d) General Intangibles. All general intangibles (as defined in the UCC), including all payment intangibles, software (including embedded software and source code, to the extent assignable), customer lists, supplier lists, goodwill, going-concern value, tax refunds, rights to tax refunds, rights under contracts, agreements, permits, licenses, franchises, and authorizations (whether governmental, regulatory, or private), and all rights to indemnification and all other intangible personal property of any kind or nature.
(e) intellectual Property. All intellectual property, including:
(i) All Patents and patent applications, including those listed on Schedule 2 hereto, together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals, and reexaminations thereof, and all income, royalties, damages, and payments now or hereafter due and/or payable with respect thereto;
(ii) All Trademarks, service marks, trade names, trade dress, domain names, and associated goodwill, including those listed on Schedule 2 hereto, together with all registrations and applications for registration thereof, and all renewals, extensions, modifications, and amendments of the foregoing, and all income, royalties, damages, and payments now or hereafter due and/or payable with respect thereto;
(iii) All Copyrights and copyright registrations, including those listed on Schedule 2 hereto, together with all renewals and extensions thereof, and all income, royalties, damages, and payments now or hereafter due and/or payable with respect thereto;
(iv) All Trade Secrets, proprietary technology, know-how, processes, formulas, algorithms, technical data, designs, drawings, specifications, and research and development information; and
(v) All IP Licenses (whether as licensor or licensee), including those listed on Schedule 2 hereto, together with all rights to receive payments thereunder, and all rights to enforce the terms thereof.
For the avoidance of doubt, intellectual Property held by Whitmore Avionics Holdings LLC (WAH) is specifically included in the Collateral.
(f) Instruments. All instruments (as defined in the UCC), including all promissory notes, drafts, bills of exchange, and certificated securities (to the extent not constituting Investment Property).
(g) Chattel Paper. All chattel paper (as defined in the UCC), whether tangible or electronic, including all rights to payment arising from the sale or lease of goods coupled with a security interest or lease of specific goods.
(h) Deposit Accounts. All deposit accounts (as defined in the UCC) maintained at any financial institution, whether now existing or hereafter established, together with all funds, cash, and cash equivalents on deposit therein or credited thereto, subject in each case to delivery of Control Agreements as required by Section 3.03 hereof and the Credit Agreement.
(i) Securities Accounts and Investment Property. All securities accounts (as defined in the UCC), all securities entitlements, all commodity accounts, and all investment property (as defined in the UCC), wherever located, including all financial assets held therein or credited thereto, all security entitlements with respect thereto, and all distributions and dividends thereon, subject in each case to delivery of Control Agreements as required by Section 3.03 hereof and the Credit Agreement.
(j) Letter-of-Credit Rights. All letter-of-credit rights (as defined in the UCC), including all rights to payment or performance under any letter of credit, whether as a named beneficiary, assignee, or transferee thereof.
(k) Commercial Tort Claims. All commercial tort claims (as defined in the UCC) described on Schedule 4 hereto, as such schedule may be supplemented from time to time in accordance with Section 5.07 hereof.
(l) Supporting Obligations. All supporting obligations (as defined in the UCC), including all letters of credit, guarantees, suretyship agreements, and other credit enhancements supporting or securing any of the foregoing Collateral.
(m) Books and Records. All books, records, ledger cards, files, correspondence, customer and supplier lists, computer programs, software, tapes, disks, and related data-processing media and equipment, and all rights of access to such books, records, and data, in each case to the extent relating to any of the foregoing Collateral.
(n) Proceeds and Products. All proceeds (as defined in the UCC) and products of any and all of the foregoing Collateral, including all insurance proceeds, all cash and non-cash proceeds, and all accessions to, substitutions and replacements for, and rents, profits, and products of, any and all of the foregoing Collateral, and, to the extent not otherwise included, all payments under insurance (whether or not the Collateral Agent is the loss payee thereof), or any indemnity, warranty, or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral.
Section 2.02 — Security for Obligations.
The security interest granted herein secures the prompt and complete payment, performance, and observance when due (whether at the stated maturity, by acceleration, or otherwise) of all Obligations, as defined in the Credit Agreement and as further defined in Section 1.01 hereof, including, without limitation, all amounts owed under: (a) the $450,000,000 revolving credit facility, (b) swingline loans (subject to a sub-limit of $25,000,000), (c) letters of credit (subject to a sub-limit of $50,000,000), (d) any incremental facility (subject to an accordion increase of up to $100,000,000 upon satisfaction of the conditions precedent set forth in the Credit Agreement), and (e) all fees, commissions, charges, costs, expenses, reimbursement obligations, and indemnification obligations under the Credit Agreement and the other Loan Documents. The security interest granted herein shall secure all extensions, modifications, renewals, amendments, and restatements of the Obligations, whether arising before, on, or after the date hereof, and whether arising under the Credit Agreement as originally executed or as amended, restated, supplemented, or otherwise modified from time to time.
Section 2.03 — Excluded Assets.
Notwithstanding anything to the contrary in Section 2.01, the Collateral shall not include any of the following (collectively, the "Excluded Assets"):
(a) Classified Government Contracts. Any contract, agreement, purchase order, task order, delivery order, or receivable arising under or relating to a classified government contract or program, to the extent that (i) the grant of a security interest therein is prohibited by the Assignment of Claims Act, 41 U.S.C. § 6305, or by any similar federal statute, executive order, or regulation (including the Federal Acquisition Regulation (FAR), Defense Federal Acquisition Regulation Supplement (DFARS), or any agency-specific supplement thereto), or (ii) the grant of such security interest would violate or invalidate such contract or program, or would create a right of termination, suspension, debarment, or other adverse action in favor of the United States Government or any agency thereof (including the Department of Defense) thereunder, including in each case all related accounts receivable, contract rights, general intangibles, and proceeds directly attributable thereto. For the avoidance of doubt, this exclusion applies to classified Department of Defense contracts held by Whitmore Defense Solutions, Inc. (WDS) under programs administered by the Defense Counterintelligence and Security Agency (DCSA) and certain classified propulsion contracts held by Whitmore Propulsion Systems, Inc. (WPS) under programs administered by the Missile Defense Agency (MDA). Nothing in this paragraph (a) shall exclude from the Collateral any portion of such contracts, accounts, or proceeds to the extent that the applicable prohibition has been waived or otherwise does not apply.
(b) Leasehold Interests. Any leasehold interest in real or personal property to the extent that (i) the applicable lease expressly and effectively prohibits or restricts the grant of a security interest (after giving effect to the applicable anti-assignment override provisions of the UCC, including Sections 9-406, 9-407, 9-408, and 9-409) and landlord or lessor consent has not been obtained after the use of commercially reasonable efforts by the applicable Grantor, or (ii) the grant of such security interest would be prohibited by applicable law or would trigger a right of termination in favor of the landlord or lessor under the applicable lease that cannot be overridden by the UCC. For the avoidance of doubt, to the extent that any such prohibition or restriction is rendered unenforceable under the UCC or other applicable law, such leasehold interest shall not constitute an Excluded Asset.
(c) Motor Vehicles. Motor vehicles and other assets subject to certificates of title under the laws of any state or jurisdiction, to the extent that the aggregate book value of all such motor vehicles owned by all Grantors does not exceed $500,000 (determined on a combined basis across all Grantors as of any date of determination). To the extent the aggregate book value of all such motor vehicles exceeds $500,000 at any time, the Grantors shall promptly notify the Collateral Agent and take such steps as the Collateral Agent may reasonably request to perfect the security interest granted herein in such excess motor vehicles (including notation of the Collateral Agent's lien on the applicable certificates of title).
(d) Intent-to-Use Trademark Applications. Any intent-to-use trademark application filed with the United States Patent and Trademark Office (the "USPTO") to the extent that the grant of a security interest therein prior to the filing of a "Statement of Use" or an "Amendment to Allege Use" with respect thereto would impair the validity or enforceability of such intent-to-use trademark application under 15 U.S.C. § 1060; provided, however, that such intent-to-use trademark application shall be included in the Collateral and shall be subject to the security interest granted herein immediately upon the filing with the USPTO of such Statement of Use or Amendment to Allege Use.
(e) Margin Stock. Any "margin stock" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.
(f) Prohibited by Law. Any other asset to the extent that the grant of a security interest therein is prohibited by applicable law, rule, or regulation, or is prohibited by, or would constitute a breach or default under or result in the termination of or require any consent not obtained under, any applicable organizational document, contract, license, agreement, instrument, or other document binding on or affecting such Grantor or such asset (in each case, other than to the extent that any such prohibition, restriction, breach, default, or termination provision is rendered ineffective or unenforceable under Sections 9-406, 9-407, 9-408, or 9-409 of the UCC or any other applicable law).
Proviso: Notwithstanding the foregoing, the proceeds of any Excluded Asset shall not constitute Excluded Assets to the extent that such proceeds would not themselves constitute Excluded Assets under the foregoing clauses (a) through (f), and such proceeds shall be included in the Collateral to the fullest extent permitted by applicable law.
Section 2.04 — After-Acquired Property.
The security interest granted herein shall attach to all Collateral described in Section 2.01 that is acquired by any Grantor after the date hereof immediately upon such Grantor's acquisition of any rights therein, without any further action by any Grantor, the Collateral Agent, or any other person, and without the necessity of any further grant, conveyance, or assignment. Each Grantor hereby authorizes the Collateral Agent to take all actions described in Article III hereof with respect to any after-acquired Collateral.
ARTICLE III — PERFECTION AND PROTECTION OF SECURITY INTERESTS
Section 3.01 — Filing of Financing Statements.
(a) Each Grantor hereby irrevocably authorizes the Collateral Agent, at any time and from time to time, to file or cause to be filed in any filing office in any UCC jurisdiction, UCC-1 financing statements, amendments thereto, and continuation statements describing the Collateral in such manner as the Collateral Agent may determine in its reasonable discretion, including describing such Collateral as "all assets" or "all personal property" of such Grantor, or in such greater or more specific detail as the Collateral Agent may determine to be appropriate.
(b) Without limiting the generality of the foregoing, the Collateral Agent is authorized to file the following UCC-1 financing statements:
(i) Delaware Secretary of State: UCC-1 financing statements naming as debtor each of the following Delaware-formed entities: (A) Whitmore Aerospace LLC (Delaware Secretary of State Filing No. 5738291); (B) Whitmore Propulsion Systems, Inc. (Delaware Secretary of State Filing No. 6104873); (C) Whitmore Avionics Holdings LLC (Delaware Secretary of State Filing No. 6329017); and (D) Whitmore Precision Machining LLC (Delaware Secretary of State Filing No. 6587204).
(ii) Virginia State Corporation Commission: UCC-1 financing statement naming as debtor Whitmore Defense Solutions, Inc. (Virginia State Corporation Commission Entity ID: S3482917).
(c) Each Grantor hereby authorizes the filing of UCC financing statements without the signature of such Grantor to the extent permitted by applicable law, including Section 9-509 of the UCC.
(d) Each Grantor agrees that a carbon, photographic, facsimile, or other reproduction of this Agreement or of any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by applicable law.
(e) The Collateral Agent is further authorized to file continuation statements with respect to any UCC financing statement filed pursuant to this Section 3.01 within the period permitted by applicable law prior to the lapse of such financing statement, and each Grantor hereby agrees to cooperate with any such filings.
Section 3.02 — Delivery of Instruments and Chattel Paper.
Each Grantor shall deliver to the Collateral Agent, promptly upon the receipt or acquisition thereof, all instruments (including promissory notes) and tangible chattel paper, in each case with a face amount or value in excess of $250,000 (individually or in the aggregate with respect to related instruments or chattel paper), endorsed in blank or to the order of the Collateral Agent (with all necessary endorsements, in form and substance reasonably satisfactory to the Collateral Agent), together with such other documents and instruments as the Collateral Agent may reasonably request to perfect its security interest therein. Each Grantor shall take all actions reasonably requested by the Collateral Agent to ensure that the Collateral Agent has "control" (within the meaning of the UCC) over all electronic chattel paper constituting Collateral.
Section 3.03 — Control Agreements.
(a) Each Grantor shall, within the time period specified in the Credit Agreement (as a post-closing deliverable; target date: February 14, 2026; hard deadline: February 28, 2026), deliver to the Collateral Agent duly executed Control Agreements with respect to all deposit accounts and securities accounts maintained by such Grantor, in each case in form and substance reasonably satisfactory to the Collateral Agent and the applicable depository bank or securities intermediary.
(b) Notwithstanding the foregoing, the requirement to deliver Control Agreements shall not apply to (i) payroll accounts and tax withholding accounts maintained by any Grantor, in each case so long as the aggregate balance of all such excluded payroll and tax withholding accounts across all Grantors does not at any time exceed $1,000,000, and (ii) any other deposit accounts or securities accounts that are excluded from the Collateral pursuant to Section 2.03.
(c) Each Control Agreement shall provide, among other things, that (i) the Collateral Agent shall have "control" (within the meaning of Sections 9-104 and 9-106 of the UCC, as applicable) over the applicable deposit account or securities account, (ii) the depository bank or securities intermediary shall comply with instructions originated by the Collateral Agent directing the disposition of funds or financial assets in such account without further consent by the applicable Grantor upon the occurrence and during the continuance of an Event of Default and delivery of a notice of exclusive control by the Collateral Agent, and (iii) prior to the delivery of such notice of exclusive control, the applicable Grantor shall be permitted to operate such account in the ordinary course of business, subject to the terms of the Credit Agreement.
Section 3.04 — Intellectual Property Filings.
(a) Each Grantor shall execute and deliver to the Collateral Agent, as a post-closing deliverable by no later than February 14, 2026, supplemental intellectual property security agreements in recordable form, including:
(i) a Patent Security Agreement covering all Patents and patent applications owned by such Grantor, for filing with the United States Patent and Trademark Office;
(ii) a Trademark Security Agreement covering all Trademarks, service marks, and trademark applications owned by such Grantor (other than intent-to-use applications that constitute Excluded Assets), for filing with the United States Patent and Trademark Office; and
(iii) a Copyright Security Agreement covering all registered Copyrights owned by such Grantor, for filing with the United States Copyright Office.
(b) Each Grantor shall cooperate with the Collateral Agent and its counsel in connection with such filings, including by providing accurate and complete schedules of all registered and applied-for Patents, Trademarks, and Copyrights owned by such Grantor, together with the applicable registration or application numbers.
(c) Without limiting the foregoing, Whitmore Avionics Holdings LLC (WAH), as the primary holder of avionics-related intellectual property among the Grantors, shall deliver to the Collateral Agent comprehensive schedules of all registered patents, trademarks, and copyrights held by WAH, including all proprietary avionics software copyrights, avionics system design patents, and related marks, together with executed Patent Security Agreements, Trademark Security Agreements, and Copyright Security Agreements, as applicable, in each case in form and substance suitable for recordation with the USPTO or the Copyright Office.
Section 3.05 — Existing Liens; Termination of Prior Filings.
(a) In connection with the closing of the Credit Agreement and the repayment in full of the Existing Facility (estimated payoff amount of $169,312,500 as of March 1, 2026), the following actions shall be taken to terminate existing liens and filings:
(i) A UCC-3 termination statement shall be filed with the Delaware Secretary of State terminating the existing UCC-1 financing statement filed as File No. 2021-1483726 (filed in connection with the Existing Facility on or about March 15, 2021);
(ii) A UCC-3 termination statement shall be filed with the Virginia State Corporation Commission terminating the existing UCC-1 financing statement filed as File No. 210315-00489 (filed in connection with the Existing Facility on or about March 15, 2021); and
(iii) Such other lien releases, mortgage discharges, and termination statements as may be required to release the security interests and liens securing the Existing Facility, including (A) a satisfaction and discharge of the existing deed of trust recorded in Fairfax County, Virginia, as Instrument No. 2021-035782 on March 18, 2021, and (B) a satisfaction and discharge of the existing mortgage recorded in Madison County, Alabama, in Book 2021, Page 4417, on March 19, 2021.
(b) Upon confirmed payoff of the Existing Facility (which payoff shall occur on or prior to the date of initial borrowing under the Credit Agreement), Prescott National Bank, N.A., in its prior capacity as secured party under the Existing Facility, shall file or cause to be filed all such UCC-3 termination statements and shall execute and deliver all such lien releases, mortgage discharges, and other instruments as may be necessary to release all liens and security interests securing the Existing Facility.
(c) Each Grantor represents and warrants that, upon the filing of the UCC-3 termination statements described in paragraph (a) above and the filing of the new UCC-1 financing statements described in Section 3.01, and the filing of the intellectual property security agreements described in Section 3.04, the security interests granted herein will constitute valid and perfected first-priority security interests in and liens upon all Collateral (subject only to Permitted Liens), to the fullest extent that a security interest therein can be perfected by filing, delivery, or control, as applicable.
Section 3.06 — Further Assurances Regarding Perfection.
Each Grantor shall, at its own cost and expense, take all actions and execute and deliver all documents, instruments, and agreements that the Collateral Agent may from time to time reasonably request to (a) perfect and maintain the perfection and priority of the Collateral Agent's security interests in the Collateral, (b) protect the Collateral and the Collateral Agent's interests therein, (c) effectuate the purposes of this Agreement, and (d) better assure, convey, grant, assign, transfer, preserve, protect, and confirm to the Collateral Agent the rights granted or intended to be granted to the Collateral Agent under this Agreement, including, without limitation: (i) executing and delivering additional UCC financing statements, amendments, and continuation statements; (ii) delivering certificated securities and instruments with appropriate endorsements; (iii) executing and delivering additional intellectual property security agreements; (iv) executing and delivering Control Agreements; (v) providing updated schedules as required by Section 5.07; and (vi) taking all other actions as may be necessary or desirable to create, preserve, perfect, or validate the security interests granted herein or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES
Each Grantor hereby represents and warrants to the Collateral Agent and the Secured Parties, as of the date hereof and as of each date on which the representations and warranties under the Credit Agreement are required to be reaffirmed (unless stated to relate to a specific date, in which case as of such specific date), as follows:
Section 4.01 — Organization; Jurisdiction; Legal Names.
(a) Each Grantor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and has all requisite power and authority to own, lease, and operate its properties and to carry on its business as currently conducted. The following information is true, accurate, and complete as of the date hereof with respect to each Grantor:
(i) Whitmore Aerospace LLC is a limited liability company formed under the laws of the State of Delaware; its organizational identification number is Delaware Secretary of State Filing No. 5738291; its federal employer identification number (EIN) is 82-3194567; its exact legal name as it appears in its Certificate of Formation filed with the Delaware Secretary of State is "Whitmore Aerospace LLC"; and its chief executive office is located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170.
(ii) Whitmore Propulsion Systems, Inc. is a corporation incorporated under the laws of the State of Delaware; its organizational identification number is Delaware Secretary of State Filing No. 6104873; its federal employer identification number (EIN) is 84-2057831; its exact legal name as it appears in its Certificate of Incorporation filed with the Delaware Secretary of State is "Whitmore Propulsion Systems, Inc."; and its chief executive office is located at 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808.
(iii) Whitmore Avionics Holdings LLC is a limited liability company formed under the laws of the State of Delaware; its organizational identification number is Delaware Secretary of State Filing No. 6329017; its federal employer identification number (EIN) is 85-6723901; its exact legal name as it appears in its Certificate of Formation filed with the Delaware Secretary of State is "Whitmore Avionics Holdings LLC"; and its chief executive office is located c/o Whitmore Aerospace LLC, 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170.
(iv) Whitmore Defense Solutions, Inc. is a corporation incorporated under the laws of the Commonwealth of Virginia; its organizational identification number is Virginia State Corporation Commission Entity ID: S3482917; its federal employer identification number (EIN) is 54-3891204; its exact legal name as it appears in its Articles of Incorporation filed with the Virginia State Corporation Commission is "Whitmore Defense Solutions, Inc."; and its chief executive office is located at 2400 Centennial Tower Drive, Suite 750, Herndon, Virginia 20170.
(v) Whitmore Precision Machining LLC is a limited liability company formed under the laws of the State of Delaware; its organizational identification number is Delaware Secretary of State Filing No. 6587204; its federal employer identification number (EIN) is 86-4502178; its exact legal name as it appears in its Certificate of Formation filed with the Delaware Secretary of State is "Whitmore Precision Machining LLC"; and its chief executive office is located at 4550 North Webb Road, Wichita, Kansas 67226.
(b) No Grantor has changed its legal name, identity, state of organization, organizational identification number, or organizational structure within the past five (5) years, except as set forth on Schedule 1. Each Grantor's exact legal name, as set forth above, is the name under which such Grantor was formed and is the name that currently appears on the public records of its jurisdiction of formation.
(c) No Grantor has any trade names, assumed names, d/b/a names, or fictitious business names, except as disclosed on Schedule 1.
Section 4.02 — Title; No Other Liens.
(a) Each Grantor has good and valid title to, or valid and subsisting rights in, all of its Collateral, free and clear of all liens, claims, charges, encumbrances, and security interests, except (i) the security interests granted herein in favor of the Collateral Agent for the benefit of the Secured Parties and (ii) Permitted Liens as defined in the Credit Agreement.
(b) Upon the filing of UCC-3 termination statements with respect to the existing UCC-1 financing statements (File No. 2021-1483726 (Delaware) and File No. 210315-00489 (Virginia)) and the filing of new UCC-1 financing statements with the Delaware Secretary of State and the Virginia State Corporation Commission as described in Section 3.01, together with the delivery of instruments and chattel paper pursuant to Section 3.02, the execution of Control Agreements pursuant to Section 3.03, and the filing of intellectual property security agreements pursuant to Section 3.04, the Collateral Agent will have a valid and perfected first-priority security interest in and lien upon all of the Collateral (to the extent that such security interest may be perfected by such filings, deliveries, and control), subject only to Permitted Liens.
Section 4.03 — Authorization; Enforceability.
(a) The execution, delivery, and performance of this Agreement by each Grantor has been duly authorized by all necessary limited liability company or corporate action, as applicable. Without limiting the generality of the foregoing, the managers, members, or board of directors (as applicable) of each Grantor have adopted resolutions authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents to which such Grantor is a party, which resolutions were duly adopted on January 22, 2026, remain in full force and effect, and have not been amended, modified, or rescinded.
(b) This Agreement constitutes the legal, valid, and binding obligation of each Grantor, enforceable against such Grantor in accordance with its terms, except as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law (the "Enforceability Exceptions").
Section 4.04 — No Conflicts.
The execution, delivery, and performance of this Agreement by each Grantor does not and will not (a) violate, conflict with, or result in a breach of any provision of the certificate of formation, certificate of incorporation, limited liability company agreement, bylaws, or other organizational document of such Grantor, (b) violate any applicable law, rule, regulation, judgment, order, or decree of any governmental authority, or (c) result in a breach of, constitute a default under, or require any consent not obtained under, any material agreement, contract, indenture, lease, or instrument to which such Grantor is a party or by which any of its properties may be bound or affected, except, in the case of clause (c), for such breaches, defaults, or consent requirements that arise solely in connection with classified government contracts subject to the Assignment of Claims Act, 41 U.S.C. § 6305, or similar federal statutes or regulations (which assets are excluded from the Collateral pursuant to Section 2.03(a)).
Section 4.05 — Location of Collateral.
All tangible Collateral (including all inventory and equipment) is located at the following addresses, and no Grantor maintains any tangible Collateral at any other location except as disclosed on Schedule 3:
(a) 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170 (principal executive offices of Whitmore Aerospace LLC);
(b) 7100 Redstone Gateway Boulevard, Huntsville, Alabama 35808 (manufacturing plant and principal executive office of Whitmore Propulsion Systems, Inc.);
(c) 4550 North Webb Road, Wichita, Kansas 67226 (CNC machining and heat-treatment manufacturing facility and principal executive office of Whitmore Precision Machining LLC); and
(d) 2400 Centennial Tower Drive, Suite 750, Herndon, Virginia 20170 (classified programs office and principal executive office of Whitmore Defense Solutions, Inc.).
Section 4.06 — Accounts and Receivables.
A schedule of all material accounts and accounts receivable of each Grantor, as of a recent date, is set forth on Schedule 5 (as delivered to the Collateral Agent at or prior to the closing of the Credit Agreement). Except as disclosed on Schedule 5 or as otherwise disclosed to the Collateral Agent in writing, no Grantor has any knowledge of any material dispute, set-off, defense, counterclaim, or right of recoupment with respect to any of its accounts or accounts receivable, and all such accounts and accounts receivable represent bona fide, arm's-length transactions in the ordinary course of business.
Section 4.07 — Intellectual Property.
(a) Schedule 2 sets forth a true, correct, and complete list of all material registered Patents, Trademarks, and Copyrights, and all pending applications therefor, and all material IP Licenses (whether inbound or outbound) owned by or licensed to each Grantor as of the date hereof.
(b) Whitmore Avionics Holdings LLC (WAH) is the primary holder of avionics-related intellectual property among the Grantors, including proprietary avionics software, avionics system design patents, and related trademarks and copyrights.
(c) All registrations of Patents, Trademarks, and Copyrights listed on Schedule 2 are valid, subsisting, and in full force and effect, and no material challenge, opposition, cancellation proceeding, or interference is pending or, to any Grantor's knowledge, threatened with respect thereto.
(d) No Grantor has assigned, sold, exclusively licensed, or otherwise transferred any material intellectual property to any third party, except as disclosed on Schedule 2, and no Grantor has granted any license or other right to use any material intellectual property other than non-exclusive licenses granted in the ordinary course of business and licenses disclosed on Schedule 2.
(e) To each Grantor's knowledge, no material intellectual property of any Grantor is being infringed, misappropriated, or otherwise violated by any third party, and no Grantor is infringing, misappropriating, or otherwise violating any intellectual property of any third party.
Section 4.08 — Deposit Accounts and Securities Accounts.
Schedule 6 sets forth a true, correct, and complete list of all deposit accounts and securities accounts maintained by each Grantor as of the date hereof, including, with respect to each such account, the name of the depository bank or securities intermediary at which such account is maintained, the account number, and the account type (e.g., operating, payroll, tax withholding, investment, or other). Control Agreements with respect to each such account (other than payroll and tax withholding accounts excluded from the Control Agreement requirement under Section 3.03(b)) shall be delivered to the Collateral Agent as a post-closing item in accordance with Section 3.03(a).
Section 4.09 — Commercial Tort Claims.
As of the date hereof, no Grantor has any commercial tort claims with a value reasonably expected to exceed $500,000 (individually or in the aggregate with respect to related claims), except as set forth on Schedule 4. Each Grantor agrees to supplement Schedule 4 promptly upon the commencement or assertion of any commercial tort claim with a value reasonably expected to exceed $500,000, in accordance with Section 5.07.
Section 4.10 — Absence of Financing Statements.
No effective UCC financing statement, fixture filing, or other filing or recording covering any Collateral or any portion thereof is on file or of record in any public recording office, except (a) the UCC-1 financing statements filed in connection with the Existing Facility (File No. 2021-1483726 (Delaware) and File No. 210315-00489 (Virginia)), which are to be terminated pursuant to Section 3.05 upon payoff of the Existing Facility, and (b) any UCC financing statements or filings in respect of Permitted Liens as defined in the Credit Agreement. Each Grantor has not authorized the filing of, and is not otherwise aware of, any effective financing statement naming such Grantor as debtor, other than as described in clauses (a) and (b) above and filings authorized by this Agreement.
ARTICLE V — COVENANTS
Each Grantor covenants and agrees with the Collateral Agent and the Secured Parties that, from and after the date hereof and until the Payment in Full of all Obligations and the termination of all Commitments under the Credit Agreement:
Section 5.01 — Protection of Collateral Agent's Security Interest.