Exhibit

4.9




 




FOURTH AMENDMENT

TO REVOLVING LOAN AGREEMENT




 




This FOURTH AMENDMENT TO

REVOLVING LOAN AGREEMENT dated as of March 10, 2003 (the “Fourth Amendment”),

is entered into by and between AAR CORP., a Delaware corporation (the

“Borrower”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking

association (the “Bank”).




 




RECITALS:




 




A.            The Borrower and the Bank entered into that certain

Revolving Loan Agreement dated as of April 11, 2001, as modified and amended by

that certain First Amendment to Revolving Loan Agreement dated November 30,

2001, a Second Amendment to Revolving Loan Agreement dated April 22, 2002 and a

Third Amendment to Revolving Loan Agreement dated June 1, 2002 (collectively,

the “Loan Agreement”).




 




B.            At the present time the Borrower requests, and the Bank

is agreeable to amending the Agreement with regard to the sub-facility for

issuance of Letters of Credit, pursuant to the terms and conditions hereinafter

set forth.




 




NOW THEREFORE, in

consideration of the premises and other good and valuable consideration, the

receipt and adequacy of which are hereby acknowledged, the Borrower and the

Bank hereby agree as follows:




 




AGREEMENTS:




 




1.             RECITALS. 

The foregoing Recitals are hereby made a part of this Fourth Amendment.




 




2.             DEFINITIONS. 

Capitalized words and phrases used herein without definition shall have

the respective meanings ascribed to such words and phrases in the Loan

Agreement.




 




3.             AMENDMENTS TO THE LOAN AGREEMENT.




 




3.1.          Letters of Credit.  The first paragraph of Section 2.6 of the

Loan Agreement is hereby amended to add the following after the phrase “Revolving

Loan Maturity Date”:




 




“...;

provided, however, that there is sufficient cash collateral in the Cash

Collateral Account as provided in Section 2.7 hereinbelow, up to Five Million

Dollars ($5,000,000.00) of Letters of Credit issued under the Maximum Letter of

Credit Obligations may expire no later than April 10, 2004.”




 




3.2.          Cash Collateral for Letters of

Credit.  The Loan Agreement is

hereby amended by adding the following new Section 2.7:




 




“2.7         Cash Collateral.




 




(a)           If the Borrower is required to

provide cash collateral for any Letter of Credit Obligations pursuant to this

Agreement prior to the Maturity Date, the Borrower will pay to the Bank cash in

an amount equal to one hundred five percent (105%) of the maximum amount then

available to be drawn under each applicable Letter of Credit.  Such cash shall be held by the Bank in a

cash collateral account (the “Cash Collateral Account”) maintained at

the Bank.  The Cash Collateral Account

shall be in the name of 




 





























 




the Borrower and shall be

pledged to, and subject to the control of the Bank, and for the benefit of the

Bank, in a manner satisfactory to the Bank. 

The Borrower hereby pledges and grants to the Bank a security interest

in all such funds held in the Cash Collateral Account from time to time and all

proceeds thereof, as security for the payment of all amounts due in respect of

the Letter of Credit Obligations and other Obligations, whether or not then

due.  The Agreement, including the

provisions of this Section 2.7, shall constitute a security agreement under

applicable law.




 




(b)           If any Letter of Credit Obligations,

whether or not then due and payable, shall for any reason be outstanding on the

Maturity Date, the Borrower shall either (A) provide cash collateral therefor

in the manner described above, (B) cause all such Letters of Credit and Letter

of Credit Obligations, if any, to be canceled and returned, or (C) deliver a

stand-by letter (or letters) of credit in guaranty of such Letter of Credit

Obligations, which stand-by letter (or letters) of credit shall be of like

tenor and duration (plus thirty (30) additional days) as, and in an amount

equal to one hundred five percent (105%) of the aggregate maximum amount then

available to be drawn under, the Letters of Credit to which such outstanding

Letter of Credit Obligations relate and shall be issued by a Person, and shall

be subject to such terms and conditions, as are satisfactory to the Bank in its

sole discretion.




 




(c)           From time to time after funds are

deposited in the Cash Collateral Account by the Borrower, whether before or

after the Maturity Date, the Bank may apply such funds then held in the Cash

Collateral Account to the payment of any amounts, and in such order as the Bank

may elect, as shall be or shall become due and payable by the Borrower to the

Bank with respect to such Letter of Credit Obligations and, upon the

satisfaction in full of all Letter of Credit Obligations, to any other

Obligations of the Borrower then due and payable.




 




(d)           Neither the Borrower nor any Person

claiming on behalf of or through the Borrower shall have any right to withdraw

any of the funds held in the Cash Collateral Account, except that upon the

termination of all Letter of Credit Obligations and the payment of all amounts

payable by the Borrower to the Bank in respect thereof, any funds remaining in

the Cash Collateral Account shall be applied to other Obligations then due and

owing and upon payment in full of such Obligations, any remaining amount shall

be paid to the Borrower or as otherwise required by law.  Interest earned on deposits in the Cash

Collateral Account shall be for the account of the Borrower.




 




(e)           The Borrower agrees to execute the

Pledge Agreement described below and such other documents and instruments as

the Bank shall reasonably require with respect to the security interests

created under this Section.”




 




4.             REPRESENTATIONS AND WARRANTIES.  To induce the Bank to enter into this Fourth

Amendment, the Borrower hereby certifies, represents and warrants to the Bank

that:




 




4.1.          Organization.  The Borrower is a corporation duly

organized, existing and in good standing under the laws of the State of

Delaware, with full and adequate corporate power to carry on and conduct its

business as presently conducted.  The

Borrower is duly licensed or qualified in all foreign jurisdictions wherein

failure to qualify would have a material adverse effect.  The Articles of Incorporation and Bylaws,

Borrowing Resolutions and Incumbency Certificate of the Borrower have not been

changed or amended since the most recent date that certified copies thereof

were delivered to the Bank.  The exact

legal name of the Borrower is as 




 




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set forth in the preamble

of this Fourth Amendment, and the Borrower currently does not conduct, nor has

it during the last five (5) years conducted, business under any other name or

trade name.  The Borrower will not change

its name, its organizational identification number, if it has one, its type of

organization, its jurisdiction of organization or other legal structure.




 




4.2.          Authorization.  The Borrower is duly authorized to execute

and deliver this Fourth Amendment and is and will continue to be duly authorized

to borrow monies under the Loan Agreement, as amended hereby, and to perform

its obligations under the Loan Agreement, as amended hereby.




 




4.3.          No Conflicts.  The execution and deliver of this Fourth

Amendment and the performance by the Borrower of its obligations under the Loan

Agreement, as amended hereby, do not and will not conflict with any provision

of law or of the articles of incorporation or bylaws of the Borrower or of any

material agreement binding upon the Borrower.




 




4.4.          Validity and Binding Effect.  The Loan Agreement, as amended hereby, is a

legal, valid and binding obligation of the Borrower, enforceable against the

Borrower in accordance with its terms, except as enforceability may be limited

by bankruptcy, insolvency or other similar laws of general application

affecting the enforcement of creditors’ rights or by general principles of

equity limiting the availability of equitable remedies.




 




4.5.          Compliance with Loan Agreement.  The representation and warranties set forth

in Section 6 of the Loan Agreement, as amended hereby, are true and correct

with the same effect as if such representations and warranties had been made on

the date hereof, with the exception that all references to the financial

statements shall mean the financial statements most recently delivered to the

Bank and except for such changes as are specifically permitted under the Loan

Agreement.  In addition, the Borrower

has complied with and is in compliance with all of the covenants sets forth in

the Loan Agreement.




 




4.6.          No Event of Default.  As of the date hereof, no Event of Default

under the Loan Agreement as amended hereby, or event or condition, which with

the giving of notice or the passage of time or both, would constitute an Event

of Default, has occurred or is continuing.




 




5.             CONDITIONS PRECEDENT.  This Fourth Amendment shall become effective as of the date above

first written after receipt by the Bank of the following documents:




 




5.1           Fourth Amendment.  This Fourth Amendment executed by the

Borrower and the Bank.




 




5.2           Pledge Agreement.  A Pledge Agreement executed by the Borrower

in favor of the Bank.




 




5.3           Other Documents.  Such other documents, certificates and/or

opinions of counsel as the Bank may request.




 




6.             GENERAL.




 




6.1.          Governing Law: Severability.  This Fourth Amendment shall be construed in

accordance with and governed by the laws of Illinois.  Wherever possible each provision of the Loan Agreement and this

Fourth Amendment shall be interpreted in such manner as to be effective and

valid under applicable law, but if any provision of the Loan Agreement and this






 




3





























 




Fourth Amendment shall be

prohibited by or invalid under such law, such provision shall be ineffective to

the extent of such prohibition or invalidity, without invalidating the

remainder of such provision or the remaining provisions of the Loan Agreement

and this Fourth Amendment.




 




6.2.          Successors and Assigns.  This Fourth Amendment shall be binding upon

the Borrower and the Bank and their respective successors and assigns, and

shall inure to the benefit of the Borrower and the Bank and the successors and

assigns of the Bank.




 




6.3.          Continuing Force and Effect of Loan

Documents.  Except as specifically

modified or amended by the terms of this Fourth Amendment, all other terms and

provisions of the Loan Agreement and the other Loan Documents are incorporated

by reference herein, and in all respects, shall continue in full force and

effect.  The Borrower, by execution of

this Fourth Amendment, hereby reaffirms, assumes and binds itself to all of the

obligations, duties, rights, covenants, terms and conditions that are contained

in the Loan Agreement and the other Loan Documents.




 




6.4.          References to Loan Agreement.  Each reference in the Loan Agreement to “this

Agreement”, “hereunder”, “hereof”, or words of like import, and each reference

to the Loan Agreement in any and all instruments or documents delivered in

connection therewith, shall be deemed to refer to the Loan Agreement, as

amended hereby.




 




6.5.          Counterparts.  This Fourth Amendment may be executed in any

number of counterparts, all of which shall constitute one and the same

agreement.




 




IN WITNESS WHEREOF, the

parties hereto have executed this Fourth Amendment to Revolving Loan Agreement

as of the date first above written.




 




 




	

  AAR CORP.


  	

   


  	

  LASALLE

  BANK NATIONAL


  ASSOCIATION


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

    /s/ MICHAEL K. CARR


  	

   


  	

  By:


  	

    /s/ SCOTT CARBON


  	

   


  
	

  Its:


  	

    Vice President & Assistant Treasurer


  	

   


  	

  Its:


  	

    Vice President


  	

   


  
							





 




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FIFTH AMENDMENT TO

REVOLVING LOAN AGREEMENT




 




 




                This FIFTH

AMENDMENT TO REVOLVING LOAN AGREEMENT dated as of March 21, 2003 (the “Fifth

Amendment”), is entered into by and between AAR CORP., a Delaware corporation

(the “Borrower”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking

association (the “Bank”).




 




RECITALS:




 




A.            The

Borrower and the Bank entered into that certain Revolving Loan Agreement dated

as of April 11, 2001, as modified and amended by that certain First Amendment

to Revolving Loan Agreement dated November 30, 2001, a Second Amendment to

Revolving Loan Agreement dated April 22, 2002, a Third Amendment to Revolving

Loan Agreement dated June 1, 2002 and a Fourth Amendment to Revolving Loan

Agreement dated as of March 10, 2003 (collectively, the “Loan Agreement”).




 




B.            At

the present time the Borrower requests, and the Bank is agreeable to amending

the Agreement with regard to the sub-facility for issuance of Letters of

Credit, pursuant to the terms and conditions hereinafter set forth.




 




                NOW

THEREFORE, in consideration of the premises and other good and valuable

consideration, the receipt and adequacy of which are hereby acknowledged, the

Borrower and the Bank hereby agree as follows:




 




AGREEMENTS:




 




1.             RECITALS.  The foregoing Recitals are hereby made a

part of this Fifth Amendment.




 




2.             DEFINITIONS.  Capitalized words and phrases used herein

without definition shall have the respective meanings ascribed to such words

and phrases in the Loan Agreement.




 




3.             AMENDMENTS TO

THE LOAN AGREEMENT.




 




3.1.          Maturity

Date.  The definition of Maturity

Date in Section 1.1 of the Loan Agreement is hereby deleted in its entirety and

the following is inserted in lieu thereof:




 




“ “Maturity Date”

shall mean March 21, 2003.”




 




3.2.          Revolving

Loan Commitment.  The definition

of  “Revolving Loan Commitment” in

Section 1.1 of the Loan Agreement is hereby deleted in its entirety and the

following is inserted in lieu thereof:




 




“ “Revolving Loan

Commitment” shall mean zero and 00/100 Dollars ($0.00).”




 




3.3.          Letters

of Credit.  The first paragraph of

Section 2.6 of the Loan Agreement is hereby amended to add the following after

the phrase “Revolving

Loan Maturity Date”;




 




“...; provided, however, that, notwithstanding the

Revolving Loan Maturity Date, if there is sufficient cash collateral in the

Cash Collateral Account as provided in Section 2.7 hereinbelow, up to Five

Million Dollars ($5,000,000.00) of Letters of Credit may be 




 




 




5





























 




issued under the Maximum Letter of Credit Obligations,

to expire no later than April 10, 2004.”




 




4.             REPRESENTATIONS

AND WARRANTIES.  To induce the Bank

to enter into this Fifth Amendment, the Borrower hereby certifies, represents

and warrants to the Bank that:




 




4.1.          Organization.  The Borrower is a corporation duly

organized, existing and in good standing under the laws of the State of

Delaware, with full and adequate corporate power to carry on and conduct its

business as presently conducted.  The

Borrower is duly licensed or qualified in all foreign jurisdictions wherein

failure to qualify would have a material adverse effect. The Articles of

Incorporation and Bylaws, Borrowing Resolutions and Incumbency Certificate of

the Borrower have not been changed or amended since the most recent date that

certified copies thereof were delivered to the Bank.  The exact legal name of the Borrower is as set forth in the

preamble of this Fifth Amendment, and the Borrower currently does not conduct,

nor has it during the last five (5) years conducted, business under any other

name or trade name.  The Borrower will

not change its name, its organizational identification number, if it has one,

its type of organization, its jurisdiction of organization or other legal

structure.




 




4.2.          Authorization.  The Borrower is duly authorized to execute

and deliver this Fifth Amendment and is and will continue to be duly authorized

to borrow monies under the Loan Agreement, as amended hereby, and to perform

its obligations under the Loan Agreement, as amended hereby.




 




4.3.          No

Conflicts.  The execution and

delivery of this Fifth Amendment and the performance by the Borrower of its

obligations under the Loan Agreement, as amended hereby, do not and will nor

conflict with any provision of law or of the articles of incorporation or bylaws

of the Borrower or of any material agreement binding upon the Borrower.




 




4.4.          Validity

and Binding Effect.  The Loan

Agreement, as amended hereby, is a legal, valid and binding obligation of the

Borrower, enforceable against the Borrower in accordance with its terms, except

as enforceability may be limited by bankruptcy, insolvency or other similar

laws of general application affecting the enforcement of creditors’ rights or

by general principles of equity limiting the availability of equitable remedies.




 




4.5.          Compliance

with Loan Agreement.  The

representation and warranties set forth in Section 6 of the Loan Agreement, as

amended hereby, are true and correct with the same effect as if such

representations and warranties had been made on the date hereof, with the

exception that all references to the financial statements shall mean the

financial statements most recently delivered to the Bank and except for such

changes as are specifically permitted under the Loan Agreement.  In addition, the Borrower has complied with

and is in compliance with all of the covenants set forth in the Loan Agreement.




 




4.6.          No

Event of Default.  As of the date

hereof, no Event of Default under the Loan Agreement as amended hereby, or

event or condition, which with the giving of notice or the passage of time or

both, would constitute an Event of Default, has occurred or is continuing.




 




5.             CONDITIONS

PRECEDENT.  This Fifth Amendment

shall become effective as of the date above first written after receipt by the

Bank of the following documents:




 




5.1.          Fifth

Amendment.  This Fifth Amendment

executed by the Borrower and the Bank.




 




 




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5.2.          Other

Documents.  Such other documents,

certificates and/or opinions of counsel as the Bank my request.




 




6.             GENERAL.




 




6.1           Governing

Law: Severability.  This Fifth

Amendment shall be construed in accordance with and governed by the laws of

Illinois.  Wherever possible each

provision of the Loan Agreement and this Fifth Amendment shall be interpreted

in such manner as to be effective and valid under applicable law, but if any

provision of the Loan Agreement and this Fifth Amendment shall be prohibited by

or invalid under such law, such provision shall be ineffective to the extent of

such prohibition or invalidity, without invalidating the remainder of such

provision or the remaining provisions of the Loan Agreement and this Fifth

Amendment.




 




6.2.          Successors

and Assigns.  This Fifth Amendment

shall be binding upon the Borrower and the Bank and their respective successors

and assigns, and shall inure to the benefit of the Borrower and the Bank and

the successors and assigns of the Bank.




 




6.3.          Continuing

Force and Effect of Loan Documents. 

Except as specifically modified or amended by the terms of this Fifth Amendment,

all other terms and provisions of the Loan Agreement and other Loan Documents

are incorporated by reference herein, and in all respects, shall continue in

full force and effect.  The Borrower, by

execution of this Fifth Amendment, hereby reaffirms, assumes and binds itself

to all of the obligations, duties, rights, covenants, terms and conditions that

are contained in the Loan Agreement and the other Loan Documents.




 




6.4.          References

to Loan Agreement.  Each reference

in the Loan Agreement to “this Agreement”, “hereunder”, “hereof”, or words of

like import, and each reference to the Loan Agreement in any and all

instruments or documents delivered in connection therewith, shall be deemed to

refer to the Loan Agreement, as amended hereby.




 




6.5.          Counterparts.  This Fifth Amendment may be executed in any

number of counterparts, all of which shall constitute one and the same

agreement.




 




                IN WITNESS

WHEREOF, the parties hereto have executed this Fifth Amendment to Revolving

Loan Agreement as of the date first above written.




 




 




	

  AAR CORP.


  	

   


  	

  LASALLE BANK NATIONAL ASSOCIATION


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

  /s/ MICHAEL K. CARR


  	

   


  	

  By:


  	

   


  	

  /s/  FRANK

  FLEWELLING


  
	

  Its:


  	

   


  	

  Vice President & Assistant Treasurer


  	

   


  	

  Its:


  	

   


  	

  Senior Vice President


  





 




 




 




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