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 doing
business as Pemco World Air Services; SPACE VECTOR CORPORATION, a Delaware corporation; and
PEMCO AIR SERVICES SYSTEM, INC., a Colorado corporation doing business as Pemco Air Support
Services, Inc. (as more particularly defined below, each, a "Borrower" and collectively, the "Borrowers"), and
WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the "Lender"), hereby agree as
follows:
ARTICLE I
Definitions
Section 1.1 DEFINITIONS. For all purposes of this Agreement, except as otherwise expressly provided or
unless the context otherwise requires:
(1) the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as
well as the singular;
(2) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with
GAAP; and
(3) the word "consolidated" with reference to financial data shall mean the combined financial data of all entities
for which such financial data would be consolidated in accordance with GAAP, whether or not such entities are
Borrowers under this Agreement.
"Accounts" for a Borrower means all of such Borrower's accounts, as such term is defined in the UCC, including
without limitation the aggregate unpaid obligations of customers and other account debtors to such Borrower
arising out of the sale or lease of goods or rendition of services by such Borrower on an open account or
deferred payment basis. In addition to the foregoing, the following shall be considered "Accounts" for purposes of
this Agreement: (a) all unbilled amounts that are fully earned by a Borrower for the sale of goods or rendition of
services to any unit of the United States government and are immediately billable by such Borrower (but for the
fact that such Bo