0000931763-03-000512 Sample Contracts

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 HEREIN
Credit 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.

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CONSULTING AGREEMENT
Consulting 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”).

LETTER OF CREDIT APPLICATION AND REIMBURSEMENT AGREEMENT BETWEEN PEMCO AVIATION GROUP, INC. and SOUTHTRUST BANK Dated as of November 26, 2002
Reimbursement Agreement • March 12th, 2003 • Pemco Aviation Group Inc • Aircraft • Alabama

THIS LETTER OF CREDIT APPLICATION AND REIMBURSEMENT AGREEMENT is dated as of October 1, 2002, between PEMCO AVIATION GROUP, INC., a Delaware corporation (the “Borrower”), and SOUTHTRUST BANK, an Alabama banking corporation (the “Bank”).

LOAN AGREEMENT
Loan Agreement • March 12th, 2003 • Pemco Aviation Group Inc • Aircraft

This Loan Agreement was prepared by Heyward C. Hosch of Walston, Wells, Anderson & Bains, LLP, Financial Center, 505 North 20th Street, Suite 500, Birmingham, Alabama 35203

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