3rd Amendment to Credit Agreement



 EXHIBIT 10.19 
  
 THIRD AMENDMENT TO CREDIT AGREEMENT 
  
 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). 
  
 WHEREAS, pursuant to that certain Credit Agreement dated as of
December 16, 2002, among Borrowers, Agent, and the other Lender Parties a party thereto (the “Credit Agreement”), Lenders made available, subject to the terms and conditions thereof, (i) the Revolving Loan of up to $20,000,000.00, (ii) the
Swing Line Loan of up to $5,000,000.00, and (iii) the Term Loan of up to $5,000,000.00; and 
  
 WHEREAS, pursuant to that certain First Amendment to Credit Agreement dated as of May 22, 2003, among Borrowers, Agent, and the other Lender Parties a party thereto (the “First Amendment”), the Credit
Agreement was amended in order to extend to Borrowers the Treasury Stock Loan in the amount of up to $5,000,000.00; and 
  
 WHEREAS, pursuant to that certain Second Amendment to Credit Agreement dated as of November 24, 2003, among Borrowers, Agent, and the other Lender
Parties a party thereto (the “Second Amendment”), the Credit Agreement was amended in order to (i) temporarily increase the Swing Line Loan Commitment to up to $7,000,000.00, and (ii) temporarily increase the Revolving Loan Commitment to
up to $22,000,000.00 (the Credit Agreement, as amended by the First Amendment and the Second Amendment, hereinafter referred to as the “Credit Agreement, as amended”); and 
  
 WHEREAS, Lender Parties and Borrowers have agreed to amend the Credit Agreement, as amended, in order to (i) increase
the Swing Line Loan Commitment to up to $6,000,000.00, (ii) increase the Revolving Loan Commitment to up to $25,000,000.00, and (iii) extend the Revolving Loan Maturity Date from December 16, 2004 until December 16, 2005, all as more specifically
hereinafter provided. 
  
 NOW, THEREFORE, in consideration
of One Dollar ($1.00) and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree that the Credit Agreement, as amended, is hereby amended as follows: 
  
 1. The Credit Agreement, as amended, is hereby amended by deleting the
definitions of “Revolving Loan Commitment”, “Revolving Loan Maturity Date”, “Revolving Notes”, “Swing Line Loan Commitment” and “Swing Line Note”, and by
substituting the following new definitions, respectively, in lieu thereof: 
  









 “Revolving Loan Commitment” means the commitment of the Revolving Loan
Lenders, subject to the terms of this Agreement, to lend Borrowers up to the lesser of (i) Twenty-Five Million and 00/100 Dollars ($25,000,000.00), or (ii) the Borrowing Base, less the Available Amount of the Letters of Credit, less any outstanding
Letter of Credit Advances. 
  
 “Revolving
Loan Maturity Date” means the earlier of (a) December 16, 2005, or (b) the occurrence of an Event of Default. 
  
 “Revolving Notes” means (i) that certain Second Amended and Restated Revolving Note from Borrowers to SouthTrust, dated
December 16, 2003, in the principal amount of $16,000,000.00, and (ii) that certain First Amended and Restated Revolving Note from Borrowers to Compass, dated December 16, 2003, in the principal amount of $9,000,000.00, and includes any amendment to
or modification of any such note and any promissory note given in extension or renewal of, or in substitution for, such note. 
  
 “Swing Line Loan Commitment” means the commitment of the Swing Line Lender, subject to the terms of this Agreement, to
lend Borrowers up to the lesser of (i) Six Million and 00/100 Dollars ($6,000,000.00), or (ii) the aggregate of the Unused Revolving Loan Commitments of the Lenders. 
  
 “Swing Line Note” means that certain Second Amended and Restated Swing Line Note from
Borrowers to the Swing Line Lender dated December 16, 2003, in the principal amount of $6,000,000.00, and includes any amendment to or modification of such note and any promissory note given in extension or renewal of, or in substitution for, such
note. 
  
 2. Borrowers and Lender Parties acknowledge and agree
that all of the Collateral (including, but not limited to, the Mortgaged Property) shall secure all of the Obligations (including, but not limited to the obligation to pay the principal of and interest on the Second Amended and Restated Revolving
Note from Borrowers to SouthTrust, the First Amended and Restated Revolving Note from Borrowers to Compass, and the Second Amended and Restated Swing Line Note from Borrowers to the Swing Line Lender), and each Borrower hereby grants, bargains,
sells, transfers, assigns, sets over, conveys, re-grants, re-bargains, re-sells, re-transfers, re-assigns, re-sets over and re-conveys to Agent, its successors and assigns, a Lien on, upon and in the Collateral. 
  
 3. As a condition to the effectiveness of this Second Amendment: (a)
Borrowers shall have executed and delivered to SouthTrust the Second Amended and Restated Revolving Note from Borrowers to SouthTrust; (b) Borrowers shall have executed and delivered to Compass the First Amended and Restated Revolving Note from
Borrowers to Compass; (c) Borrowers shall have executed and delivered to Swing Line Lender the Second Amended and Restated Swing Line Note; (d) Borrowers shall have reimbursed Lender Parties for all of Lender Parties’ fees and expenses,
including, but not limited to, any and all filing fees, recording fees, and expenses and fees of Lender Parties’ legal counsel, incurred in connection with the preparation of this Third Amendment and any and all documents executed and delivered
in 

  

 2 








 
connection herewith; (e) Agent shall have received an opinion of Borrowers’ counsel with respect to the due authorization, execution and delivery of
this Third Amendment and the documents required to be executed and delivered hereunder, and the enforceability of the Loan Documents, as amended by this Third Amendment, such opinion letter to be in form and substance acceptable to Agent; (f) Agent
shall have received appropriate resolutions of Borrowers’ directors, in a form satisfactory to Agent, authorizing Borrowers to enter into this Second Amendment and any other documentation required by Agent in connection with this Second
Amendment; (g) Agent shall have received a Bringdown and Incumbency Certificate of each Borrower, in a form satisfactory to Agent; (h) Borrowers shall have executed and delivered to Agent all further documents and performed all other acts which
Agent reasonably deems necessary or appropriate to perfect or protect its security for the Loans; and (i) Borrowers shall have delivered to Agent such other documentation, if any, as may be requested by Agent to satisfy Agent that this Second
Amendment, and all other documents and instruments executed by Borrowers in connection with this Second Amendment or in furtherance hereof have each been duly authorized, executed and delivered on behalf of Borrowers, and constitute valid and
binding obligations of Borrowers. 
  
 4. Each Borrower represents
and warrants to Lender Parties that all representations and warranties given by such Borrower in Article IX of the Credit Agreement, as amended, are true and correct as of the date of this Third Amendment, except to the extent affected by this Third
Amendment. Each Borrower represents and warrants to Lender Parties that as of the date of this Third Amendment, such Borrower is in full compliance with all of the covenants of such Borrower contained in Article X of the Credit Agreement, as
amended, except to the extent affected by this Third Amendment. 
  
 5. Except as heretofore or herein expressly modified, or as may otherwise be inconsistent with the terms of this Third Amendment (in which case the terms and conditions of this Third Amendment shall govern), all terms of the Credit
Agreement, as amended, and all documents and instruments executed and delivered in furtherance thereof shall be and remain in full force and effect, and the same are hereby ratified and confirmed in all respects. 
  
 * * * * * 
  

 3 








 IN WITNESS WHEREOF, this Third Amendment has been duly executed as of the day and year first above
written. 
  

			
	BORROWERS:
	
	 PEMCO AVIATION GROUP, INC.

		
	By:	 	 
	 	 	

	 Its:
	 	 
	 	 	



  

			
	 PEMCO AEROPLEX, INC.

		
	By:	 	 
	 	 	

	 Its:
	 	 
	 	 	



  

			
	 PEMCO ENGINEERS, INC.

		
	By:	 	 
	 	 	

	 Its:
	 	 
	 	 	



  

			
	 PEMCO WORLD AIR SERVICES, INC.

		
	By:	 	 
	 	 	

	 Its:
	 	 
	 	 	



  

			
	 SPACE VECTOR CORPORATION

		
	By:	 	 
	 	 	

	 Its:
	 	 
	 	 	



  

			
	AGENT:
	
	 SOUTHTRUST BANK, as Agent

		
	By:	 	 
	 	 	

	 Its:
	 	 
	 	 	



  

 4 









			
	LENDERS:
	
	 SOUTHTRUST BANK

		
	By:	 	 
	 	 	

	 Its:
	 	 
	 	 	



  

			
	 COMPASS BANK

		
	By:	 	 
	 	 	

	 Its:
	 	 
	 	 	



  
 STATE OF ALABAMA 
 COUNTY OF JEFFERSON 
  
 I, the undersigned, a Notary Public in and for said County in said State, hereby certify that
                                        
                    , whose name as
                                        
                     of Pemco Aviation Group, Inc., a Delaware corporation, is signed to the foregoing instrument, and who is known to me,
acknowledged before me that, being informed of the contents of such instrument, he/she, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. 
  
 Given under my hand and official seal, this the
             day of December, 2003. 
  
  

			
	[SEAL]
	 	 	 
	

	Notary Public



			
	My Commission Expires:	 	 
	 	 	



  
 STATE OF ALABAMA 
 COUNTY OF JEFFERSON 
  
 I, the undersigned, a Notary Public in and for said County in said State, hereby certify that
                                        
                    , whose name as
                                        
                     of Pemco Aeroplex, Inc., an Alabama corporation, is signed to the foregoing instrument, and who is known to me, acknowledged
before me that, being informed of the contents of such instrument, he/she, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. 
  
 Given under my hand and official seal, this the
             day of December, 2003. 
  
  

			
	[SEAL]
	 	 	 
	

	Notary Public



			
	My Commission Expires:	 	 
	 	 	



  

 5 








 STATE OF ALABAMA 
 COUNTY OF
JEFFERSON 
  
 I, the undersigned, a Notary Public in and
for said County in said State, hereby certify that
                                       
                     , whose name as
                                        
                     of Pemco Engineers, Inc., a Delaware corporation, is signed to the foregoing instrument, and who is known to me, acknowledged
before me that, being informed of the contents of such instrument, he/she, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. 
  
 Given under my hand and official seal, this the
             day of December, 2003. 
  

			
	[SEAL]
	 	 	 
	

	Notary Public



			
	My Commission Expires:	 	 
	 	 	



  
 STATE OF ALABAMA 
 COUNTY OF JEFFERSON 
  
 I, the undersigned, a Notary Public in and for said County in said State, hereby certify that
                                        
                    , whose name as
                                        
                     of Pemco World Air Services, Inc., a Delaware corporation, is signed to the foregoing instrument, and who is known to me,
acknowledged before me that, being informed of the contents of such instrument, he/she, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. 
  
 Given under my hand and official seal, this the
             day of December, 2003. 
  

			
	[SEAL]
	 	 	 
	

	Notary Public



			
	My Commission Expires:	 	 
	 	 	



  
 STATE OF ALABAMA 
 COUNTY OF JEFFERSON 
  
 I, the undersigned, a Notary Public in and for said County in said State, hereby certify that
                                        
                    , whose name as
                                        
                     of Space Vector Corporation, a Delaware corporation, is signed to the foregoing instrument, and who is known to me,
acknowledged before me that, being informed of the contents of such instrument, he/she, as such officer and with full authority, executed the same voluntarily for and as the act of said corporation. 
  
 Given under my hand and official seal, this the
             day of December, 2003. 
  

			
	[SEAL]
	 	 	 
	

	Notary Public



			
	My Commission Expires:	 	 
	 	 	



  

 6 








 STATE OF ALABAMA 
 COUNTY OF
JEFFERSON 
  
 I, the undersigned, a Notary Public in and
for said County in said State, hereby certify that
                                        
                    , whose name as
                                        
                     of SouthTrust Bank, an Alabama banking corporation, as Agent, is signed to the foregoing instrument, and who is known to me,
acknowledged before me that, being informed of the contents of such instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said banking corporation. 
  
 Given under my hand and official seal, this the
             day of December, 2003. 
  

			
	[SEAL]
	 	 	 
	

	Notary Public



			
	My Commission Expires:	 	 
	 	 	



  
 STATE OF ALABAMA 
 COUNTY OF JEFFERSON 
  
 I, the undersigned, a Notary Public in and for said County in said State, hereby certify that
                                        
                    , whose name as
                                        
                     of SouthTrust Bank, an Alabama banking corporation, is signed to the foregoing instrument, and who is known to me,
acknowledged before me that, being informed of the contents of such instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said banking corporation. 
  
 Given under my hand and official seal, this the
             day of December, 2003. 
  

			
	[SEAL]
	 	 	 
	

	Notary Public



			
	My Commission Expires:	 	 
	 	 	



  
 STATE OF ALABAMA 
 COUNTY OF JEFFERSON 
  
 I, the undersigned, a Notary Public in and for said County in said State, hereby certify that
                                        
                    , whose name as
                                        
                     of Compass Bank, an Alabama banking corporation, is signed to the foregoing instrument, and who is known to me, acknowledged
before me that, being informed of the contents of such instrument, he, as such officer and with full authority, executed the same voluntarily for and as the act of said banking corporation. 
  
 Given under my hand and official seal, this the
             day of December, 2003. 
  

			
	[SEAL]
	 	 	 
	

	Notary Public



			
	My Commission Expires:	 	 
	 	 	



  

 7