SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant

to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to

Rule 13d-2(a)

(Amendment No. 4)

Pemco Aviation Group, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

706444106

(CUSIP Number)

David L. Babson & Company Inc.

1500 Main Street, Suite 2800

Springfield, MA 01115

(413)-226-1000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 6, 2002

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: .

(Continued on the following pages)

Page 1 of 14 Pages

SCHEDULE 13D

CUSIP No. 706444106 Page 2 of 14

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) David L. Babson & Company Inc., IRS ID # 04-1054788 (1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER 1,000,000 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER 1,000,000 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 shares (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.1%(2)
14	TYPE OF REPORTING PERSON* IA

(1) David L. Babson & Company Inc. serves as investment adviser to, inter alia, Massachusetts Mutual Life Insurance Company, a Massachusetts mutual life insurance company, which is the registered holder of 753,448 of the shares reported as beneficially owned by David L. Babson & Company Inc, Tower Square Capital Partners, L.P., a Delaware limited partnership, which is the registered holder of 92,900 of the shares reported as beneficially owned by David L. Babson & Company Inc, and to TSCP Selective, L.P., a Delaware limited partnership, which owns 3,652 of the shares reported as beneficially owned by David L. Babson & Company Inc, and as investment sub-advisor to, inter alia, MassMutual High Yield Partners II, LLC, a Delaware limited liability company, which is the registered holder of 150,000 of the shares reported as beneficially owned by David L. Babson & Company Inc.

Page 3 of 14

(2) Based on 3,786,599 shares of Pemco common stock outstanding as of October 31, 2002, as reported in Pemco's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, filed on November 7, 2002, and computed in accordance with rule 13d-3(d)(1).

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 706444106 Page 4 of 14

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Massachusetts Mutual Life Insurance Company, IRS ID # 04-1590850 (1)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts
		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER 1,000,000 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER 1,000,000 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,000,000 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 26.1%(2)
14	TYPE OF REPORTING PERSON* IC; IA

(1) Massachusetts Mutual Life Insurance Company, a Massachusetts mutual life insurance company, which is the registered holder of 753,448 of the shares reported as beneficially owned by it, serves as investment advisor to, inter alia, MassMutual High Yield Partners II, LLC, a Delaware limited liability company, which is the registered holder of 150,000 of the shares reported as beneficially owned by Massachusetts Mutual Life Insurance Company. Massachusetts Mutual Life Insurance Company owns approximately 82.5% of the limited partnership interests in Tower Square Capital Partners, L.P., a Delaware limited partnership, which is the registered holder of 92,900 of the shares reported as beneficially owned by Massachusetts Mutual Life Insurance Company. Massachusetts Mutual Life Insurance Company does not own any interest in TSCP Selective, L.P., a Delaware limited partnership, which owns 3,652 of the shares reported as beneficially owned by Massachusetts Mutual Life Insuran ce Company. Massachusetts Mutual Life Insurance Company is the indirect parent of David L. Babson & Company Inc., which serves as the investment adviser to Tower Square Capital Partners, L.P. and TSCP Selective, L.P.

Page 5 of 14

(2) Based on 3,786,599 shares of Pemco common stock outstanding as of October 31, 2002, as reported in Pemco's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, filed on November 7, 2002, and computed in accordance with rule 13d-3(d)(1).

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 706444106 Page 6 of 14

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) MassMutual High Yield Partners II, LLC, IRS ID # 04-3325219
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER 150,000 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER 150,000 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,000 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9%(1)
14	TYPE OF REPORTING PERSON* OO

(1) Based on 3,786,599 shares of Pemco common stock outstanding as of October 31, 2002, as reported in Pemco's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, filed on November 7, 2002, and computed in accordance with Rule 13d-3(d)(1).

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 706444106 Page 7 of 14

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Tower Square Capital Partners, L.P., (APPLIED FOR IRS IDENTIFICATION NUMBER)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER 92,900 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER 92,900 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 92,900 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5%(1)
14	TYPE OF REPORTING PERSON* OO

(1) Based on 3,786,599 shares of Pemco common stock outstanding as of October 31, 2002, as reported in Pemco's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, filed on November 7, 2002, and computed in accordance with Rule 13d-3(d)(1).

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 706444106 Page 8 of 14

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) TSCP Selective, L.P., (APPLIED FOR IRS IDENTIFICATION NUMBER)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) X
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
		7	SOLE VOTING POWER 0 shares
		8	SHARED VOTING POWER 3,652 shares
		9	SOLE DISPOSITIVE POWER 0 shares
		10	SHARED DISPOSITIVE POWER 3,652 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,652 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .09%(1)
14	TYPE OF REPORTING PERSON* OO

(1) Based on 3,786,599 shares of Pemco common stock outstanding as of October 31, 2002, as reported in Pemco's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, filed on November 7, 2002, and computed in accordance with Rule 13d-3(d)(1).

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page 9 of 14

This Amendment No. 4 to Schedule 13D relating to Pemco Aviation Group, Inc., a Delaware corporation ("Pemco"), is being filed on behalf of David L. Babson & Company Inc., Massachusetts Mutual Life Insurance Company and MassMutual High Yield Partners II, LLC to amend the Schedule 13D filed jointly on behalf of those persons and certain other persons with the SEC on September 17, 1999, as amended by Amendment No. 1 thereto filed with the SEC on November 8, 2000, Amendment No.2 thereto filed with the SEC on November 20, 2000 and Amendment No.3 thereto filed with the SEC on March 28, 2002 (together, the "Schedule 13D"). Said Amendment No. 3 added David L. Babson & Company Inc. as a party and included as an exhibit a termination of the joint filing agreement under which the Schedule 13D and Amendment Nos. 1 through 3 were filed. This amendment adds two additional persons, Tower Square Capital Partners, L.P. and TSCP Selective, L.P., in respect of whom this represents an initial Schedule 13D, pursuant t o a new joint filing agreement attached hereto as an exhibit. Capitalized terms not otherwise defined herein have the meanings given them in the Schedule 13D.

Item 1. Security and Issuer.

The information in Item 1 is hereby amended and restated as follows:

This statement relates to the beneficial ownership of 1,000,000 shares of common stock, par value $0.0001 per share (the "Common Stock"), of Pemco. The principal executive offices of Pemco are located at 1943 North 50^th Street, Birmingham, Alabama 35212.

Item 2. Identify and Background.

The information in Item 2 is hereby amended and restated as follows:

(a), (b), (c) and (f) This Statement on Schedule 13D is being filed by David L. Babson & Company Inc., a Massachusetts corporation ("Babson"), Massachusetts Mutual Life Insurance Company, a Massachusetts mutual life insurance company ("MassMutual Life"), MassMutual High Yield Partners II, LLC, a Delaware limited liability company ("MassMutual High Yield"), Tower Square Capital Partners Limited, L.P., a Delaware limited partnership ("Tower Square"), and TSCP Selective, L.P., a Delaware limited partnership ("TSCP"). Babson, MassMutual Life, MassMutual High Yield, Tower Square and TSCP (together, the "Reporting Persons") are filing this statement jointly, pursuant to the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and not as separate persons.

Babson is a registered investment adviser and indirect majority-owned subsidiary of MassMutual Life, and provides investment advice to, inter alia, MassMutual Life and to MassMutual High Yield, as sub-advisor appointed by MassMutual. Babson's offices are located at 1500 Main Street, Springfield, Massachusetts 01115.

Page 10 of 14

MassMutual Life is a Massachusetts mutual life insurance company and registered investment adviser. Its offices are located at 1295 State Street, Springfield, Massachusetts 01111-0001.

MassMutual High Yield is a private investment fund which invests in high yield securities, syndicated bank loans and other investments. Its offices are located at 1500 Main Street, Springfield, Massachusetts 01115.

Tower Square is a private investment fund which invests in private placements, loans, high yield securities and equity investments. Its offices are located at 1500 Main Street, Springfield, Massachusetts 01115.

TSCP is a private investment fund which invests in private placements, loans, high yield securities and equity investments. Its offices are located at 1500 Main Street, Springfield, Massachusetts 01115.

(d) During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations and other minor offenses).

(e) During the last five years, none of the Reporting Persons has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The information in Item 3 is hereby amended and restated as follows:

On September 7, 1999, Matthew L Gold ("Mr. Gold") and TMG Fund LLP, a Colorado limited liability partnership that is wholly owned by Mr. Gold, sold 800,000 shares and 200,000 shares, respectively, of Common Stock to MassMutual Life, MassMutual High Yield , and certain other investors. This sale was pursuant to a Stock Purchase Agreement dated the same date (the "1999 Stock Purchase Agreement"). The purchase price for these shares was $10,000,000 (or $10 per share). The purchases were consummated using personal funds and working capital of the respective Reporting Persons.

On November 6, 2002, Mr. Gold sold 700,000 shares of Common Stock to MassMutual Life, Tower Square and TSCP. This sale was pursuant to a Stock Purchase Agreement dated the same date (the "2002 Stock Purchase Agreement"). The purchase price for these shares was $14,500,000 (or $20.71 per share). The purchases were consummated using personal funds and working capital of the respective Reporting Persons.

Page 11 of 14

Item 4. Purposes of Transaction

The information in Item 4 is hereby amended and restated as follows:

The Reporting Persons acquired the Pemco Common Stock for investment purposes. They intend to monitor and evaluate the investment on a continuing basis. Except as set forth herein, the Reporting Persons have no plans or proposals that relate to or would result in any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Persons, however, may at any time and from time to time, review or reconsider their position with respect to any of such matters,

Item 5. Interest in Securities of the Issuer.

The information in Item 5 is hereby amended and restated as follows:

(a)-(b) The following table sets forth the aggregate number and percentage of Common Stock of Pemco beneficially owned by each Reporting Person. The percentages of Common Stock were calculated based on the 3,786,599 shares reported to be outstanding on October 31, 2002 in Pemco's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002. Except as noted below, each Reporting Person has sole voting and dispositive power with respect to the shares indicated.

Stockholder	Number of Shares Beneficially Owned	Percentage
David L. Babson & Company Inc.	1,000,000(1)	26.1%
Massachusetts Mutual Life Insurance Company	1,000,000(1)	26.1%
MassMutual High Yield Partners II, LLC	150,000	3.9%
Tower Square Capital Partners, L.P.	92,900	2.5%
TSCP Selective, L.P.	3,652	.09%

____________________

(1) Includes shares reported herein as owned by MassMutual High Yield, Tower Square and TSCP as to which Babson, MassMutual Life, MassMutual High Yield, Tower Square, and TSCP share voting and dispositive power, and as to which Babson and MassMutual Life disclaim beneficial ownership. MassMutual Life claims beneficial ownership of 753,448 shares, as to which Babson also disclaims beneficial ownership. MassMutual Life provides investment advice to MassMutual High Yield, and Babson provides investment advice to MassMutual Life, Tower Square and TSCP pursuant to advisory agreements with those entities and to MassMutual High Yield, pursuant to authority delegated by MassMutual Life.

Page 12 of 14

(c)Except as described herein, since the filing of the Schedule 13D with the SEC, none of the Reporting Persons has effected any transaction in the Common Stock.

(d)-(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

The information in Item 6 is hereby amended and restated as follows:

See Items 3 and 4 for a description of the 1999 Stock Purchase Agreement and the 2002 Stock Purchase Agreement. The 1999 Stock Purchase Agreement was attached as an exhibit to the Schedule 13D filed on September 17, 1999. The 2002 Stock Purchase Agreement is attached as an exhibit to this Amendment.

Item 7. Material to be filed as Exhibits.

The information in Item 7 is hereby amended and restated as follows:

Exhibit A Joint Filing Agreement (replacing the Joint Filing Agreement attached as an exhibit to Schedule 13D).

Exhibit B Stock Purchase Agreement by and among Matthew L. Gold, Massachusetts Mutual Life Insurance Company, Tower Square Capital Partners, L.P., and TSCP Selective, L.P. dated November 6, 2002

Page 13 of 14

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 14, 2002

DAVID L. BABSON & COMPANY INC.

By: /s/ Michael L. Klofas

Name: Michael L. Klofas

Title: Managing Director

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By David L. Babson & Company Inc. as Investment Adviser

By: /s/ Michael L. Klofas

Name: Michael L. Klofas

Title: Managing Director

MASSMUTUAL HIGH YIELD PARTNERS II, LLC

By: HYP MANAGEMENT INC., as Managing Member

By: /s/ Michael L. Klofas

Name: Michael L. Klofas

Title: Vice President

TOWER SQUARE CAPITAL PARTNERS, L.P.

By: David L. Babson & Company Inc. as Investment Manager

By: /s/ Michael L. Klofas

Name: Michael L. Klofas

Title: Managing Director

Page 14 of 14

TSCP SELECTIVE, L.P.

By: David L. Babson & Company Inc. as Investment Manager

By: /s/ Michael L. Klofas

Name: Michael L. Klofas

Title: Managing Director

Exhibit Index

Exhibit A Joint Filing Agreement (replacing the Joint Filing Agreement attached as an exhibit to Schedule 13D).

Exhibit B Stock Purchase Agreement by and among Matthew L. Gold, Massachusetts Mutual Life Insurance Company, Tower Square Capital Partners, L.P., and TSCP Selective, L.P. dated November 6, 2002

EX-99.B BYLAWS

Exhibit B

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (the "Agreement"), is entered into on November 6, 2002 by and among Matthew L. Gold (the "Seller"), and Massachusetts Mutual Life Insurance Company, a Massachusetts mutual life insurance company, TSCP Selective, L.P., a Delware limited partnership, and Tower Square Capital Partners, L.P., a Delaware limited partnership (each a "Buyer" and collectively the "Buyers").

RECITALS

A. As a result of the liquidation of TCO/PSI, LLC, a Delaware limited liability company, Seller owns 700,000 shares of common stock, $0.0001 par value per share (the "Common Stock"), of Pemco Aviation Group, Inc. (the "Company").

B. Seller desires to sell and transfer the Common Stock to the Buyers, and the Buyers desire to purchase the Common Stock, subject to the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. 
   
   STOCK PURCHASE
1. Stock Purchase. Seller hereby sells, conveys, transfers, assigns and delivers to each Buyer, and each Buyer hereby purchases and acquires, the number of shares of Common Stock set forth opposite its name on Exhibit A hereto. Seller represents and warrants that the Common Stock is owned by Seller of record and beneficially, free and clear of all claims, liens or encumbrances of any nature whatsoever.
2. Consideration. As consideration for the purchase of the Common Stock, each Buyer shall pay the purchase price set forth opposite its name on Exhibit A hereto by wire transfer to Seller, for an aggregate purchase price of Fourteen Million Five Hundred Thousand Dollars ($14,500,000). Seller shall not be obligated to sell any of the shares of Common Stock unless Seller receives payment of the entire Fourteen Million Five Hundred Thousand Dollar ($14,500,000) purchase price.
3. Closing. The closing of the transactions contemplated herein (the "Closing") shall be held immediately upon full execution of this Agreement at a location to be agreed upon by the parties.
4. Documents to be Delivered. To effect the transfer referred to in Section 1.1 and the delivery of the consideration described in Section 1.2 hereof, the Seller and the Buyers shall at the Closing deliver the following:
1. Seller shall deliver to the Buyers certificates evidencing the Common Stock, free and clear of any claims, liens or encumbrances of any nature whatsoever, duly endorsed in blank for transfer or accompanied by stock powers duly executed in blank.
2. Buyers shall effect wire transfers to Seller as provided in Section 1.2.
2. 
   
   Representations and warranties

Each Buyer represents and warrants to the Seller that the statements in the following paragraphs of this section 2 are true and correct:

1. Purchase for Own Account. The Common Stock to be purchased by the Buyer hereunder will be acquired for investment for the Buyer's own account, not as a nominee or agent, and not with a view to the public distribution thereof within the meaning of the Securities Act of 1933, as amended (the "1933 Act"). The Buyer also represents that it has not been formed for the specific purpose of acquiring the Common Stock.
2. Accredited Investor Status. The Buyer is an "accredited investor" within the meaning of Regulation D promulgated under the 1933 Act. By reason of its business and financial experience, sophistication and knowledge, the Buyer is capable of evaluating the risks and merits of the investment made pursuant to this Agreement. The Buyer confirms that it is able (i) to bear the economic risk of this investment, (ii) to hold the Common Stock for an indefinite period of time, and (iii) to bear a complete loss of the Buyer's investment.
3. Restricted Securities. The Buyer understands that the shares of Common Stock are characterized as "restricted securities" under the 1933 Act inasmuch as they are being acquired from the Seller in a transaction not involving a public offering and that under the 1933 Act and applicable regulations thereunder such securities may be resold without registration under the 1933 Act only in certain limited circumstances. In this connection, the Buyer represents that it is familiar with Rule 144 of the U.S. Securities and Exchange Commission, as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act.
4. Due Diligence and No Solicitation. The Buyer has had a reasonable opportunity to conduct comprehensive due diligence and to ask questions of and receive answers from the Company and its officers, and all such questions have been answered to the full satisfaction of the Buyer. At no time was the Buyer presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising.
3. 
   
   MISCELLANEOUS
1. Further Assurances. Following the Closing, the Seller and the Buyers will take all appropriate action and execute all documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out any of the provisions hereof.
2. Assignments. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by the Seller without the prior written consent of the Buyers, or by the Buyers without the prior written consent of the Seller. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and no other person shall have any right, benefit or obligation hereunder.
3. Notices. Unless otherwise provided herein, any notice, request, instruction or other document to be given hereunder by any party to the others shall be in writing and delivered in person or by courier, telegraphed, telexed or by facsimile transmission or mailed by certified mail, postage prepaid, return receipt requested (such mailed notice to be effective on the date of such receipt is acknowledged), as follows:

If to the Seller:	Matthew L. Gold 8992 County Road, #6 Post Office Box 142 Granby, CO 80446
If to the Buyers:	David L. Babson & Company, Inc. a Member of the MassMutual Financial Group 1500 Main Street, Suite 2800 Springfield, MA 01115 Attention: Richard E. Spencer, II


or to such other place and with such other copies as either part may designate as to itself by written notice to the others.

1. Choice of Law. This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of Delaware.
2. Entire Agreement; Amendments and Waivers. This Agreement, together with all exhibits and schedules hereto, constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. No supplement, modification or waiver of this Agreement shall be binding unless execution in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
3. Headings. The headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or have caused this Agreement to be duly executed on their respective behalf by their respective officers thereunto duly authorized, as of the day and year above written.

SELLER:	BUYERS:
/s/Matthew L. Gold MATTHEW L. GOLD	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By: David L. Babson & Company Inc. as Investment Adviser By: /s/Michael L. Klofas TSCP SELECTIVE, L.P. By: Mezzco LLC, its General Partner By:/s/Michael L. Klofas Manager TOWER SQUARE CAPITAL PARTNERS, L.P. By: Mezzco LLC, its General Partner By:/s/Michael L. Klofas Manager

EXHIBIT A

BUYER	NUMBER OF SHARES PURCHASED	PURCHASE PRICE
Massachusetts Mutual Life Insurance Company	603,448	$ 12,500,000
TSCP Selective, L.P.	3,652	$ 75,643
Tower Square Capital Partners, L.P.	92,900	$ 1,924,357
		$ 14,500,000

EX-99.A CHARTER

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of Amendment No 4 to Statement on Schedule 13D (including any and all further amendment thereto with respect to the Common Stock, par value $0.0001 per share, of Pemco Aviation Group, Inc., and further agree that this Agreement shall be included as an Exhibit to such joint filing.

The undersigned further agree that each party hereto is responsible for timely filing of such Amendment No. 4 to Statement on Schedule 13D and any subsequent amendments thereto and for the completeness and accuracy of the information concerning such party contained therein; provided that no party is responsible for the completeness or accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information in inaccurate.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

In evidence thereof the undersigned, being duly authorized hereby execute this agreement this 14^th day of November, 2002.

DAVID L. BABSON & COMPANY INC.

By: /s/ Michael L. Klofas

Name: Michael L. Klofas

Title: Managing Director

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By David L. Babson & Company Inc. as Investment Adviser

By: /s/ Michael L. Klofas

Name: Michael L. Klofas

Title: Managing Director

MASSMUTUAL HIGH YIELD PARTNERS II, LLC

By: HYP MANAGEMENT INC., as Managing Member

By: /s/ Michael L. Klofas

Name: Michael L. Klofas

Title: Vice President

TOWER SQUARE CAPITAL PARTNERS, L.P.

By: David L. Babson & Company Inc. as Investment Manager

By: /s/ Michael L. Klofas

Name: Michael L. Klofas

Title: Managing Director

TSCP SELECTIVE, L.P.

By: David L. Babson & Company Inc. as Investment Manager

By: /s/ Michael L. Klofas

Name: Michael L. Klofas

Title: Managing Director