SECOND AMENDED AND RESTATED SWING LINE NOTE

EXHIBIT 10.22

SECOND AMENDED AND RESTATED SWING LINE NOTE


$6,000,000.00		December 16, 2003

FOR VALUE RECEIVED, the undersigned 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, and SPACE VECTOR CORPORATION, a Delaware corporation (collectively, the “Borrowers” and each singularly, a “Borrower”), hereby jointly and severally promise to pay to the order of SOUTHTRUST BANK, an Alabama banking corporation (“SouthTrust”), the aggregate principal amount of the Swing Line Loan Advances owing to SouthTrust by Borrowers pursuant to that certain Credit Agreement dated as of December 16, 2002, among Borrowers, SouthTrust, and the other Lender Parties identified therein (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein being used herein as therein defined), together with interest on the unpaid principal amount of the Swing Line Loan Advances from the date of each such Swing Line Loan Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.

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 specified. The obligations of Borrowers under this Second Amended and Restated Swing Line Note are secured by the Collateral as provided in the Loan Documents.

This Second Amended and Restated Swing Line Note constitutes an amendment to, and a complete restatement in its entirety of, that certain First Amended and Restated Swing Line Note dated November 24, 2003, in the original principal amount of $7,000,000.00 given by Borrowers to SouthTrust, and any promissory notes given by Borrower to SouthTrust in substitution or replacement thereof, all as the same may have heretofore been amended, extended, or restated from time to time.

* * * * *

IN WITNESS WHEREOF, this Second Amended and Restated Swing Line Note has been executed by the duly authorized representatives of Borrowers as of the date first above written.


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:

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.