EXHIBIT 10.21
SECOND AMENDED AND RESTATED
REVOLVING NOTE
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$16,000,000.00
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December 16, 2003
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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
Revolving 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
Revolving Loan Advances from the date of each such Revolving 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
Revolving Note is one of the Revolving Notes 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 Revolving Note when due. The Credit Agreement
(i) provides for the making of Revolving 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 Revolving Loan Advances by
SouthTrust to Borrowers being evidenced by this Second Amended and
Restated Revolving 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 Revolving Note are secured by the Collateral
as provided in the Loan Documents.
This Second Amended and Restated
Revolving Note constitutes an amendment to, and a complete
restatement in its entirety of, that certain First Amended and
Restated Revolving Note dated November 24, 2003, in the original
principal amount of $14,5000,000.00 given by Borrowers to
SouthTrust, and any promissory notes given by Borrowers 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
Resta