ARTICLE 1 STOCK PURCHASEStock Purchase Agreement • November 12th, 2002 • Pemco Aviation Group Inc • Aircraft • Delaware
RECITALSSettlement Agreement • April 28th, 2000 • Precision Standard Inc • Aircraft • Colorado
RECITALSEmployment Agreement • May 14th, 2002 • Pemco Aviation Group Inc • Aircraft • Delaware
THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER THE SECURITIES OR "BLUE SKY" LAWS OF ANY JURISDICTION AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, THE...Warrant Agreement • May 15th, 1997 • Precision Standard Inc • Aircraft • New York
RECITALSEmployment Agreement • March 30th, 2000 • Precision Standard Inc • Aircraft
BETWEENMerger Agreement • July 31st, 2000 • Pemco Aviation Group Inc • Aircraft
RECITALSStock Purchase Agreement • December 17th, 2002 • Pemco Aviation Group Inc • Aircraft • New York
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED SENIOR SUBORDINATED LOAN AGREEMENT This First Amendment to Second Amended and Restated Senior Subordinated Loan Agreement (the "Amendment") is entered into as of August 8, 1997 between Precision Standard,...Senior Subordinated Loan Agreement • August 14th, 1997 • Precision Standard Inc • Aircraft
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 15th, 1997 • Precision Standard Inc • Aircraft • California
FIRST AMENDED AND RESTATED REVOLVING NOTERevolving Note • April 14th, 2004 • Pemco Aviation Group Inc • Aircraft
This First Amended and Restated Revolving Note is one of the Revolving Notes referred to in, and is entitled to the benefits of, the Credit Agreement; but neither this reference to the Credit Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of Borrowers to pay the principal sum of and interest on this First Amended and Restated Revolving Note when due. The Credit Agreement (i) provides for the making of Revolving Loan Advances by SouthTrust in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness resulting from the Revolving Loan Advances by SouthTrust to Borrowers being evidenced by this First Amended and Restated Revolving Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specif
ACCOUNTS RECEIVABLE MANAGEMENT AND SECURITY AGREEMENT This Accounts Receivable Management and Security Agreement is made as of ___________, 1997 by and between BNY FINANCIAL CORPORATION ("Lender"), having offices at 1290 Avenue of the Americas, New...Accounts Receivable Management and Security Agreement • August 14th, 1997 • Precision Standard Inc • Aircraft • New York
RECITALSSubordination Agreement • November 14th, 2000 • Pemco Aviation Group Inc • Aircraft • Colorado
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 13th, 2003 • Pemco Aviation Group Inc • Aircraft
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the “First Amendment”) is made effective as of May ___, 2003, among PEMCO AVIATION GROUP, INC., a Delaware corporation, PEMCO AEROPLEX, INC., an Alabama corporation, PEMCO ENGINEERS, INC., a Delaware corporation, PEMCO WORLD AIR SERVICES, INC., a Delaware corporation, SPACE VECTOR CORPORATION, a Delaware corporation (collectively, the “Borrowers”), SOUTHTRUST BANK, an Alabama banking corporation, as Agent (the “Agent”), SOUTHTRUST BANK, an Alabama banking corporation, as a Lender, and COMPASS BANK, an Alabama banking corporation, as a Lender. Capitalized terms used herein but not defined shall have the meanings as set forth in the Credit Agreement (as hereinafter defined).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 5th, 2007 • Pemco Aviation Group Inc • Aircraft
This First Amendment to Amended and Restated Credit Agreement (the “Amendment”) is made and dated as of this 29th day of August, 2007, by and among PEMCO AVIATION GROUP, INC., a Delaware corporation, PEMCO AEROPLEX, INC., an Alabama corporation, PEMCO ENGINEERS, INC., a Delaware corporation, PEMCO WORLD AIR SERVICES, INC., a Delaware corporation, SPACE VECTOR CORPORATION, a Delaware corporation (collectively, the “Borrowers”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association and the successor-by-merger to SouthTrust Bank (the “Agent”), those lenders executing this Agreement as Lenders, and such other lenders as may become a party hereto (collectively, the “Lenders”).
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 1st, 2005 • Pemco Aviation Group Inc • Aircraft
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (the “Sixth Amendment”) is made effective as of August 1, 2004, among PEMCO AVIATION GROUP, INC., a Delaware corporation, PEMCO AEROPLEX, INC., an Alabama corporation, PEMCO ENGINEERS, INC., a Delaware corporation, PEMCO WORLD AIR SERVICES, INC., a Delaware corporation, SPACE VECTOR CORPORATION, a Delaware corporation (collectively, the “Borrowers”), SOUTHTRUST BANK, an Alabama banking corporation, as Agent (the “Agent”), SOUTHTRUST BANK, an Alabama banking corporation, as a Lender, and COMPASS BANK, an Alabama banking corporation, as a Lender. Capitalized terms used herein but not defined shall have the meanings as set forth in the Credit Agreement, as amended (as hereinafter defined).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 14th, 2004 • Pemco Aviation Group Inc • Aircraft
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the “Third Amendment”) is made effective as of December 16, 2003, among PEMCO AVIATION GROUP, INC., a Delaware corporation, PEMCO AEROPLEX, INC., an Alabama corporation, PEMCO ENGINEERS, INC., a Delaware corporation, PEMCO WORLD AIR SERVICES, INC., a Delaware corporation, SPACE VECTOR CORPORATION, a Delaware corporation (collectively, the “Borrowers”), SOUTHTRUST BANK, an Alabama banking corporation, as Agent (the “Agent”), SOUTHTRUST BANK, an Alabama banking corporation, as a Lender, and COMPASS BANK, an Alabama banking corporation, as a Lender. Capitalized terms used herein but not defined shall have the meanings as set forth in the Credit Agreement, as amended (as hereinafter defined).
CREDIT AGREEMENT DATED AS OF DECEMBER 16, 2002 PEMCO AVIATION GROUP, INC., PEMCO WORLD AIR SERVICES, INC., PEMCO AEROPLEX, INC., PEMCO ENGINEERS, INC., SPACE VECTOR CORPORATION, SOUTHTRUST BANK, AS AGENT, and THE LENDERS IDENTIFIED HEREINCredit Agreement • March 12th, 2003 • Pemco Aviation Group Inc • Aircraft • Alabama
THIS CREDIT AGREEMENT (this “Agreement”), dated as of December , 2002, is made by and among PEMCO AVIATION GROUP, INC., a Delaware corporation, PEMCO AEROPLEX, INC., an Alabama corporation, PEMCO ENGINEERS, INC., a Delaware corporation, PEMCO WORLD AIR SERVICES, INC., a Delaware corporation, SPACE VECTOR CORPORATION, a Delaware corporation (collectively, the “Borrowers”), SOUTHTRUST BANK, an Alabama banking corporation (the “Agent”), those lenders executing this Agreement as Lenders, and such other lenders as may become a party hereto (collectively, the “Lenders”). As used herein, capitalized words and phrases shall have the meanings ascribed thereto in Article I of this Agreement.
Exhibit 10.2 EXECUTIVE DEFERRED COMPENSATION AGREEMENT BETWEEN PEMCO AVIATION GROUP, INC. AND RONALD A. ARAMINI THIS AGREEMENT, hereby made and entered into this the 3rd day of May, 2002, is between Pemco Aviation Group, Inc., a Delaware corporation...Executive Deferred Compensation Agreement • May 14th, 2002 • Pemco Aviation Group Inc • Aircraft • Delaware
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2003 • Pemco Aviation Group Inc • Aircraft • Delaware
This AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) dated May 13, 2003 is between PEMCO AVIATION GROUP, INC., a Delaware corporation (the “Company”), and RONALD A. ARAMINI (“Executive”).
THIRTEENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 21st, 2006 • Pemco Aviation Group Inc • Aircraft
THIS THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (the “Thirteenth Amendment”) is made effective as of February 15, 2006, among PEMCO AVIATION GROUP, INC., a Delaware corporation, PEMCO AEROPLEX, INC., an Alabama corporation, PEMCO ENGINEERS, INC., a Delaware corporation, PEMCO WORLD AIR SERVICES, INC., a Delaware corporation, SPACE VECTOR CORPORATION, a Delaware corporation (collectively, the “Borrowers”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (successor by merger to SouthTrust Bank), as Agent (the “Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (successor by merger to SouthTrust Bank), as a Lender, and COMPASS BANK, an Alabama banking corporation, as a Lender. Capitalized terms used herein but not defined shall have the meanings as set forth in the Credit Agreement, as amended (as hereinafter defined).
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF OCTOBER 12, 2006 PEMCO AVIATION GROUP, INC., PEMCO WORLD AIR SERVICES, INC., PEMCO AEROPLEX, INC., PEMCO ENGINEERS, INC., SPACE VECTOR CORPORATION, WACHOVIA BANK, NATIONAL ASSOCIATION, AS AGENT, and...Credit Agreement • October 16th, 2006 • Pemco Aviation Group Inc • Aircraft • Alabama
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of October 12, 2006, is made by and among PEMCO AVIATION GROUP, INC., a Delaware corporation, PEMCO AEROPLEX, INC., an Alabama corporation, PEMCO ENGINEERS, INC., a Delaware corporation, PEMCO WORLD AIR SERVICES, INC., a Delaware corporation, SPACE VECTOR CORPORATION, a Delaware corporation (collectively, the “Borrowers”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association and the successor-by-merger to SouthTrust Bank (the “Agent”), those lenders executing this Agreement as Lenders, and such other lenders as may become a party hereto (collectively, the “Lenders”).
AMENDMENT NO. 3Purchase Agreement • February 3rd, 2009 • Alabama Aircraft Industries, Inc • Aircraft • New York
AMENDMENT NO. 3, executed this 28th day of January, 2009 (this “Amendment”), with an effective date as of December 31, 2008 (the “Amendment No. 3 Effective Date”), to the Purchase Agreement, dated as of February 15, 2006, as amended by that certain Amendment No. 1 (“Amendment No. 1”) dated as of February 15, 2007, and as amended by that certain Amendment No. 2 (“Amendment No. 2”) dated as of July 31, 2007 (as further amended, supplemented, amended and restated or otherwise modified from time to time, the “Purchase Agreement”), among Special Value Bond Fund, LLC, a Delaware limited liability company (“Holder”), Alabama Aircraft Industries, Inc., formerly known as Pemco Aviation Group, Inc., a Delaware corporation (the “Company”) and Guarantors a party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement as amended hereby.
AMENDMENT NO. 2Purchase Agreement • August 6th, 2007 • Pemco Aviation Group Inc • Aircraft • New York
AMENDMENT NO. 2, dated as of July 31, 2007 (this “Amendment”), to the Purchase Agreement, dated as of February 15, 2006, as amended by that certain Amendment No. 1 (“Amendment No. 1”) dated as of February 15, 2007 (as further amended, supplemented, amended and restated or otherwise modified from time to time, the “Purchase Agreement”), among Special Value Bond Fund, LLC, a Delaware limited liability company (“Holder”), Pemco Aviation Group, Inc., a Delaware corporation (the “Company”) and Guarantors a party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement as amended hereby.
CONSULTING AGREEMENTConsulting Agreement • March 12th, 2003 • Pemco Aviation Group Inc • Aircraft • New York
CONSULTING AGREEMENT entered into as of the 11th day of December, 2002, by and between Conquer Creek Holdings, Inc., a Colorado corporation located at P.O. Box 85, Granby, Colorado 80446 (the “Consultant”), and Pemco Aviation Group, Inc., a Delaware corporation located at 1943 North 50th Street, Birmingham, Alabama 35212 (the “Company”).
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 1st, 2005 • Pemco Aviation Group Inc • Aircraft
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (the “Seventh Amendment”) is made effective as of November 5, 2004, among PEMCO AVIATION GROUP, INC., a Delaware corporation, PEMCO AEROPLEX, INC., an Alabama corporation, PEMCO ENGINEERS, INC., a Delaware corporation, PEMCO WORLD AIR SERVICES, INC., a Delaware corporation, SPACE VECTOR CORPORATION, a Delaware corporation (collectively, the “Borrowers”), SOUTHTRUST BANK, an Alabama banking corporation, as Agent (the “Agent”), SOUTHTRUST BANK, an Alabama banking corporation, as a Lender, and COMPASS BANK, an Alabama banking corporation, as a Lender. Capitalized terms used herein but not defined shall have the meanings as set forth in the Credit Agreement, as amended (as hereinafter defined).
Letterhead of Alabama Aircraft Industries, Inc.]Employment Agreement • January 25th, 2008 • Pemco Aviation Group Inc • Aircraft
On December 31, 2007, the term of your Amended And Restated Employment Agreement (“Employment Agreement”) with Alabama Aircraft Industries, Inc., formerly named Pemco Aviation Group, Inc., (the “Company”) expired. The purpose of this letter is to confirm the following terms and conditions of your continued employment as President and Chief Executive Officer of the Company:
SECURITY AGREEMENTSecurity Agreement • February 21st, 2006 • Pemco Aviation Group Inc • Aircraft • New York
This SECURITY AGREEMENT is made as of February 15, 2006 (as amended, restated or otherwise modified from time to time, the “Security Agreement”), between each of PEMCO AVIATION GROUP, INC., a Delaware corporation (the “Company”), each of the Subsidiaries of the Company identified on the signature pages hereto (the Company and each of such Subsidiaries, together with any other Subsidiary of the Company that becomes a party hereto from time to time after the date hereof, the “Grantors”) and WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent for the Secured Parties referred to below (together with any successors and assigns thereto in such capacity, the “Collateral Agent”).
SECOND AMENDED AND RESTATED SWING LINE NOTESwing Line Note • April 14th, 2004 • Pemco Aviation Group Inc • Aircraft
This Second Amended and Restated Swing Line Note is the Swing Line Note referred to in, and is entitled to the benefits of, the Credit Agreement; but neither this reference to the Credit Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of Borrowers to pay the principal sum of and interest on this Second Amended and Restated Swing Line Note when due. The Credit Agreement (i) provides for the making of Swing Line Loan Advances by SouthTrust in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness resulting from the Swing Line Loan Advances by SouthTrust to Borrowers being evidenced by this Second Amended and Restated Swing Line Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein speci
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 27th, 2005 • Pemco Aviation Group Inc • Aircraft
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) is executed as of January 12, 2005 by and between AIR INTERNATIONAL INCORPORATED, a Delaware corporation (“Seller”), and AVAERO SERVICES, LLC, a Florida limited liability company (“Buyer”).
FIRST AMENDED AND RESTATED SWING LINE NOTESwing Line Note • April 14th, 2004 • Pemco Aviation Group Inc • Aircraft
This First Amended and Restated Swing Line Note is the Swing Line Note referred to in, and is entitled to the benefits of, the Credit Agreement; but neither this reference to the Credit Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of Borrowers to pay the principal sum of and interest on this First Amended and Restated Swing Line Note when due. The Credit Agreement (i) provides for the making of Swing Line Loan Advances by SouthTrust in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness resulting from the Swing Line Loan Advances by SouthTrust to Borrowers being evidenced by this First Amended and Restated Swing Line Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specifie
FIRST AMENDMENT TO THE EXECUTIVE DEFERRED COMPENSATION AGREEMENT BETWEEN PEMCO AVIATION GROUP, INC. AND RONALD A. ARAMINI May 16, 2003Executive Deferred Compensation Agreement • November 5th, 2003 • Pemco Aviation Group Inc • Aircraft
WHEREAS, Pemco Aviation Group, Inc. (the “Company”) and Ronald A. Aramini (the “Executive”) made and entered into an Executive Deferred Compensation Agreement as of May 3, 2002 (the “Agreement”);
ELEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 5th, 2005 • Pemco Aviation Group Inc • Aircraft
THIS ELEVENTH AMENDMENT TO CREDIT AGREEMENT (the “Eleventh Amendment”) is made effective as of June 28, 2005, among PEMCO AVIATION GROUP, INC., a Delaware corporation, PEMCO AEROPLEX, INC., an Alabama corporation, PEMCO ENGINEERS, INC., a Delaware corporation, PEMCO WORLD AIR SERVICES, INC., a Delaware corporation, SPACE VECTOR CORPORATION, a Delaware corporation (collectively, the “Borrowers”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (successor by merger to SouthTrust Bank), as Agent (the “Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (successor by merger to SouthTrust Bank), as a Lender, and COMPASS BANK, an Alabama banking corporation, as a Lender. Capitalized terms used herein but not defined shall have the meanings as set forth in the Credit Agreement, as amended (as hereinafter defined).
TWELFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 15th, 2005 • Pemco Aviation Group Inc • Aircraft
THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT (the “Twelfth Amendment”) is made effective as of August 12, 2005, among PEMCO AVIATION GROUP, INC., a Delaware corporation, PEMCO AEROPLEX, INC., an Alabama corporation, PEMCO ENGINEERS, INC., a Delaware corporation, PEMCO WORLD AIR SERVICES, INC., a Delaware corporation, SPACE VECTOR CORPORATION, a Delaware corporation (collectively, the “Borrowers”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (successor by merger to SouthTrust Bank), as Agent (the “Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (successor by merger to SouthTrust Bank), as a Lender, and COMPASS BANK, an Alabama banking corporation, as a Lender. Capitalized terms used herein but not defined shall have the meanings as set forth in the Credit Agreement, as amended (as hereinafter defined).
TENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 12th, 2005 • Pemco Aviation Group Inc • Aircraft
THIS TENTH AMENDMENT TO CREDIT AGREEMENT (the “Tenth Amendment”) is made effective as of April 30, 2005, among PEMCO AVIATION GROUP, INC., a Delaware corporation, PEMCO AEROPLEX, INC., an Alabama corporation, PEMCO ENGINEERS, INC., a Delaware corporation, PEMCO WORLD AIR SERVICES, INC., a Delaware corporation, SPACE VECTOR CORPORATION, a Delaware corporation (collectively, the “Borrowers”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (successor by merger to SouthTrust Bank), as Agent (the “Agent”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (successor by merger to SouthTrust Bank), as a Lender, and COMPASS BANK, an Alabama banking corporation, as a Lender. Capitalized terms used herein but not defined shall have the meanings as set forth in the Credit Agreement, as amended (as hereinafter defined).
CREDIT AND SECURITY AGREEMENT Dated as of November 2, 2000 PEMCO AVIATION GROUP, INC., a Delaware corporation doing business as Pemco Engineers, Inc., both for itself and as Agent for the other Borrowers; PEMCO AEROPLEX, INC., an Alabama corporation...Credit and Security Agreement • November 14th, 2000 • Pemco Aviation Group Inc • Aircraft • Colorado
