UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~January 128, ~~2008~~2009

Alabama Aircraft Industries, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

0-13829

84-0985295

(State of Incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

1943 North 50th Street

Birmingham, Alabama 35212

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (205) 592-0011

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Item 51.0201 ~~Departure~~Entry ofInto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~(e)~~ As previously disclosed by Alabama Aircraft Industries, Inc., ~~formerly Pemco Aviation Group, Inc.~~ (the “Company”), in ~~filings~~certain ~~made~~of byits ~~the~~filings ~~Company~~ with the Securities and Exchange Commission, on(the ~~April 23~~“SEC”), ~~2002, Ronald A. Aramini,~~ the ~~President and Chief Executive Officer of the~~ Company, ~~executed~~entered into a ~~Promissory~~note ~~Note~~purchase inagreement ~~favor of~~ (the ~~Company~~“Note Purchase inAgreement”) ~~the~~dated ~~original~~February 15, ~~principal~~2006 ~~amount~~with ofSilver ~~$425~~Canyon Services,~~000~~ Inc.00 (~~the~~ “~~Promissory~~Silver ~~Note~~Canyon”)., Inpursuant ~~recognition of Mr. Aramini’s services and contributions rendered~~ to which the Company inissued ~~2007~~to inSilver ~~his~~Canyon ~~dual~~a ~~role~~senior assecured ~~President~~note ~~and~~due ~~Chief~~February 15, ~~Executive~~2007 ~~Officer~~in of the ~~Company~~principal ~~and~~amount ~~as acting President~~ of ~~the Company’s~~ ~~former subsidiary~~$5, ~~Pemco World Air Services~~000,000 ~~Inc.~~ (the “~~PWAS~~Note”), ~~including~~which ~~Mr. Aramini’s~~Note ~~critical~~bears ~~role~~interest inat ~~the~~15% per ~~successful~~annum. ~~sale~~The ofCompany ~~PWAS~~entered tointo ~~WAS~~the ~~Aviation~~Note ~~Services,~~Purchase ~~Inc.,~~Agreement anand ~~affiliate~~issued ofthe ~~Sun~~Note ~~Capital Partners, Inc.,~~ in ~~September~~order ~~2007,~~to ~~the Audit~~secure ~~Committee~~working capital and ~~the~~minimum ~~Compensation~~required ~~Committee~~pension offunding. ~~the~~On ~~Board~~July 31, 2006, ofSilver ~~Directors~~Canyon ~~approved~~assigned the ~~forgiveness~~Note inPurchase ~~full~~Agreement ofand sold the ~~loan~~Note ~~represented~~to bySpecial ~~the~~Value ~~Promissory~~Bond ~~Note~~Fund, ~~including~~LLC, ~~all~~which ~~accrued~~is ~~and~~managed ~~unpaid~~by ~~interest~~Tennenbaum toCapital ~~date~~Partners, inLLC. ~~conjunction~~The ~~with~~Chairman ~~bonuses~~of ~~approved~~the ~~for~~Company, ~~key employees~~Michael ofE. ~~PWAS~~Tennenbaum, ~~whose~~is ~~assistance~~the ~~proved~~Senior toPartner beof ~~instrumental~~Tennenbaum Capital inPartners, ~~the sale~~LLC. The ~~Audit~~Note ~~Committee~~and ~~approved~~ the ~~forgiveness~~Note ofPurchase ~~this~~Agreement ~~loan~~were previously amended on February 115, ~~2008~~2007 on July 31, ~~following~~2007 ~~the~~in ~~Compensation~~order ~~Committee’s~~to ~~approval~~extend ofthe maturity date for the ~~forgiveness~~principal amount of the ~~loan~~Note.

On January 28, 2009, the Company and Special Value Bond Fund, LLC (the “Holder”) executed an Amended and Restated Senior Secured Note (the “Amended and Restated Note”), effective December 31, 2008, in which the maturity date of the Note has been revised so that the principal amount of the Note now matures on February 15, 2010. In addition, the Company executed Amendment No. 3 to the Note Purchase Agreement (“Amendment No. 3”) with the Holder to confirm the revised maturity date of February 15, 2010. Amendment No. 3 also requires the Company to pay the Holder a loan fee in the amount of $400,000; provided, however, that in the event the Company makes a principal reduction payment under the Amended and Restated Note, the Holder is required to refund a portion of the loan fee to the Company such that the aggregate interest and loan fees to be earned by the Holder between February 15, 2009 and February 15, 2010 equals 23% of the outstanding principal balance of the Amended and Restated Note during such period. All other terms and conditions of the Note and the Note Purchase Agreement remain the same.

The foregoing description of the terms of the Amended and Restated Note and Amendment No. 3 to the Note Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Note and Amendment No. 3 to the Note Purchase Agreement, copies of which are attached as exhibits to this Current Report on Form 8-K and which are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
10.1		Amendment No. 3, effective as of December 31, 2008, to the Note Purchase Agreement among the Company, Special Value Bond Fund, LLC and the subsidiary guarantors

10.2		Amended and Restated Senior Secured Note Due 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 5, 2008			ALABAMA AIRCRAFT INDUSTRIES, INC.
Dated: February 3, 2009	ALABAMA AIRCRAFT INDUSTRIES, INC.
	By:	/s/ Randall C. Shealy	~~By:~~	~~/s/ Doris K. Sewell~~
	Name:	Randall C. Shealy	~~Name:~~	~~Doris K. Sewell~~
	Title:	Sr. Vice President and Chief Financial Officer	~~Title:~~	~~Vice President—Legal and Corporate Affairs~~

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