0001193125-04-061557 Sample Contracts

FIRST AMENDED AND RESTATED REVOLVING NOTE
Revolving 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

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit 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).

SECOND AMENDED AND RESTATED SWING LINE NOTE
Swing 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 AMENDED AND RESTATED SWING LINE NOTE
Swing 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

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 14th, 2004 • Pemco Aviation Group Inc • Aircraft

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the “Second Amendment”) is made effective as of November 24, 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).

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