Exhibit 4.3




 




SIXTH

AMENDMENT TO


SECOND AMENDED AND RESTATED CREDIT AGREEMENT




 




THIS SIXTH

AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Sixth

Amendment”), is made and dated as of April 10, 2003 among AAR CORP., a

Delaware corporation (“Borrower”), the Lenders party hereto (“Lenders”),

and BANK OF AMERICA, N.A., as Agent (in such capacity, “Agent”).




 




RECITALS




 




1.             The Borrower,

the Lenders and the Agent are parties to that certain

Second Amended and Restated Credit Agreement, dated as of May 27, 1998, as amended by that

certain First Amendment to Second Amended and Restated Credit Agreement, dated

as of December 28, 1998, as further amended by that certain Second Amendment to

Second Amended and Restated Credit Agreement, dated as of February 5, 2002, as

further amended by that certain Third Amendment to Second Amended and Restated

Credit Agreement, dated as of May 23, 2002, as further amended by that certain

Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of

August 31, 2002, and as further amended by that certain Fifth Amendment to

Second Amended and Restated Credit Agreement, dated as of November 26, 2002 (as

heretofore amended, the “Existing Credit Agreement”).




 




2.             The

Borrower, the Lenders, and

the Agent have agreed to certain

amendments to the Existing Credit Agreement.




 




NOW, THEREFORE,

for good and valuable consideration, the receipt and adequacy of which are

hereby acknowledged, the parties hereby agree as follows:




 




Part 1




 




Definitions




 




Section

1.1.  Certain

Definitions.  Unless otherwise defined herein or the

context otherwise requires, the following terms used in this Sixth Amendment

have the following meanings:




 




“Amended Credit

Agreement” means the Existing Credit Agreement as amended hereby.




 




“Sixth

Amendment Effective Date” shall mean April 10, 2003, subject to the

Borrower’s satisfaction of, or the Lenders’ waiver of, each of the conditions

set forth in Part 4 of this Sixth Amendment.




 




Section

1.2.  Other

Definitions.  Unless otherwise defined herein or the context

otherwise requires, terms used in this Sixth Amendment have the meanings

provided in the Amended Credit Agreement.




 




 





























 




Part 2




 




Amendments to Existing Credit Agreement




 




Effective on (and

subject to the occurrence of) the Sixth Amendment Effective Date, the Existing

Credit Agreement is hereby amended in accordance with this Part 2.  Except as so amended, the Existing Credit

Agreement shall continue in full force and effect.




 




Section

2.1.  Amendment

of Definitions in Existing Credit Agreement.  Article I of the Existing Credit Agreement is amended by changing

the definitions of each of the respective terms to read in their entirety as

follows:




 




“Facility

Termination Date” means April 30, 2003.




 




“Revolving

Credit Termination Date” means April 9, 2003.




 




Section

2.2.  Amendment

of Section 2.3(a) (Repayment of Advances and Letters of Credit).  Section 2.3(a) of the Existing Credit

Agreement is amended by replacing the reference therein to “Revolving Credit

Termination Date” with the defined term “Facility Termination Date.”




 




Section

2.3.  Amendment

of Section 2.4.  Section 2.4 of the

Existing Credit Agreement is amended by replacing the reference therein to

“Revolving Credit Termination Date” with the defined term “Facility Termination

Date.”




 




Section

2.4.  Amendment

of Section 2.5 (Reductions in Aggregate Commitment).  Section 2.5(b) of the Existing Credit

Agreement is amended in its entirety to read as follows:




 




(b)           The Aggregate Commitment shall

automatically be reduced (i) by $5,000,000 on June 30, 2002, (ii) by

$10,000,000 on September 30, 2002 , (iii) by $10,000,000 on November 30, 2002,

(iv) by $5,000,000 on December 31, 2002, and (v) to $3,300,000 on April 10,

2003  (each date identified in (i)

through (v) being a “Reduction Date”). 

Each of these automatic reductions in the Aggregate Commitment shall be

in addition to, and not in lieu of, any other mandatory reductions in the

Aggregate Commitment required hereunder.




 




Part 3




 




Representations and Warranties




 




The Borrower

represents and warrants to the Lenders and the Agent that, on and as of the

Sixth Amendment Effective Date, and after giving effect to this Sixth

Amendment:




 




Section

3.1.  Authority.  The Borrower has all the necessary corporate

power to make, execute, deliver, and perform this Sixth Amendment, and this

Sixth Amendment constitutes the legal, valid and enforceable obligation of the

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




 




 




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Section

3.2.  No

Legal Obstacle to Agreement. 

Neither the execution of this Sixth Amendment, the making by the

Borrower of any borrowings under the Amended Credit Agreement, nor the

performance of the Amended Credit Agreement has constituted or resulted in or

will constitute or result in a breach of the provisions of any contract to

which Borrower is a party, or the violation of any law, judgment, decree or

governmental order, rule or regulation applicable to the Borrower, or result in

the creation under any agreement or instrument of any security interest, lien,

charge, or encumbrance upon any of the assets of the Borrower.  No approval or authorization of any

governmental authority is required to permit the execution, delivery or

performance by the Borrower of this Sixth Amendment, the Amended Credit

Agreement, or the transactions contemplated hereby or thereby, or the making of

any borrowings by the Borrower under the Amended Credit Agreement.




 




Section

3.3.  Incorporation

of Certain Representations.  The

representations and warranties set forth in Article V of the Amended Credit

Agreement are true and correct in all material respects on and as of the Sixth

Amendment Effective Date as though made on and as of the date hereof except for

any representations and warranties that expressly relate solely to an earlier

date, which representations and warranties were true and accurate in all

material respects on and as of such earlier date.




 




Section

3.4.  Default.  No Default or Unmatured Default has occurred

and is continuing under the Amended Credit Agreement.




 




Part 4




 




[Intentionally Omitted]




 




Part 5




 




Conditions to Effectiveness




 




This Sixth

Amendment shall be and become effective on the Sixth Amendment Effective Date

provided that (i) each of the conditions set forth in this Part 4 shall have been

satisfied (or satisfaction thereof has been waived by the Agent and the

Lenders) on or before April 10, 2003, and (ii) each Lender and the Borrower

shall have duly executed counterparts of this Sixth Amendment and provided

telecopied signature pages to the Agent. 

If the Borrower fails to satisfy each of the conditions set forth in

this Part 4 prior to 4:00 p.m. (Eastern time) on April 10, 2003, then, at the

option of the Agent and the Lenders, upon notice to the Borrower, this Sixth

Amendment shall be null and void.




 




Section 5.1.  Corporate Resolutions.  The Agent shall have received a copy of the

resolution or resolutions passed by the Board of Directors of the Borrower,

certified by the Secretary or an Assistant Secretary of Borrower as being in

full force and effect on the date hereof, authorizing the amendments to the

Existing Credit Agreement herein provided for and the execution, delivery and

performance of this Sixth Amendment and any note or other instrument or

agreement required hereunder.




 




 




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Section 5.2.  Authorized Signatories.  The Agent shall have received a certificate,

signed by the Secretary or an Assistant Secretary of the Borrower, dated as of

the date hereof, as to the incumbency of the person or persons authorized to

execute and deliver this Sixth Amendment and any instrument or agreement

required hereunder on behalf of the Borrower.




 




Section 5.3.  Required Payment.  The Agent shall have received, for the

ratable benefit of the Lenders, a repayment of the Advances in the amount of at

least $4,000,000. For the avoidance doubt, the remaining amount of the unpaid

Obligations, including without limitation all outstanding Advances, interest,

fees, and expenses, shall be due and payable on the Facility Termination Date.




 




Section 5.4.  Amendment Fee.  The Agent shall have received, for its own

account, a payment of $25,000.00 as a work fee for this Sixth Amendment.




 




Section 5.5.  Closing Certificate.  The Agent shall have received an officer’s

certificate from the Borrower, executed by either the Chief Executive Officer

or the Chief Financial Officer of the Borrower, certifying that after giving

effect to this Sixth Amendment, no Default or Unmatured Default will be in

existence, such certificate being in form reasonably satisfactory to the Agent.




 




Part 6




 




Miscellaneous




 




Section 6.1.  References to the

Credit Agreement.  Each reference to

the Credit Agreement in the Amended Credit Agreement, the Notes or any of the

other instruments, agreements, certificates or other documents executed in

connection therewith (collectively, the “Loan Documents”), shall be deemed to

be a reference to the Amended Credit Agreement, and as the same may be further

amended, restated, supplemented or otherwise modified from time to time in

accordance therewith.




 




Section

6.2.  Expenses of Agent.  Within

seven (7) Business Days of the receipt from the Agent of a detailed bill, the

Borrower shall pay all reasonable costs and expenses incurred by the Agent in

connection with the preparation, negotiation and execution of the Amended

Credit Agreement, this Sixth Amendment and any other Loan Documents executed

pursuant hereto and any and all modifications, and supplements thereto,

including, without limitation, the reasonable costs and fees of the Agent’s

legal counsel and any taxes or expenses associated with or incurred in

connection with any instrument or agreement referred to herein or contemplated

hereby.




 




Section 6.3.  Benefits.  This Sixth Amendment shall be binding upon,

and shall inure to the benefit of, the parties hereto and their respective

successors and assigns.




 




Section 6.4.  GOVERNING LAW.  THIS SIXTH AMENDMENT SHALL BE GOVERNED BY,

AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS, WITHOUT

GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES.




 




 




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Section 6.5.  Effect.  Except as expressly herein amended, the

terms and conditions of the Existing Credit Agreement shall remain in full

force and effect without amendment or modification, express or implied. The

entering into this Sixth Amendment by the Lenders shall not be construed or

interpreted as an agreement by the Lenders to enter into any future amendment

or modification of the Amended Credit Agreement or any of the other Loan

Documents.




 




Section 6.6.  Counterparts;

Telecopied Signatures.  This Sixth

Amendment may be executed in any number of counterparts and by different

parties to this Sixth Amendment on separate counterparts, each of which when so

executed shall be deemed to be an original and shall be binding upon all

parties, their successors and assigns, and all of such counterparts taken together shall be

deemed to constitute one and the same instrument. Any signature delivered or transmitted by a party by facsimile

transmission shall be deemed to be an original signature hereto.




 




Section

6.7.  Integration.  This Sixth Amendment, together with the Loan

Documents, contains the entire and exclusive agreement of the parties hereto

with reference to the matters discussed herein and therein.  This Sixth Amendment supersedes all prior

drafts and communications with respect thereto.  This Sixth Amendment may not be amended except in a writing.




 




Section 6.8.  Further

Assurances.  The Borrower agrees to

take such further actions as the Agent shall reasonably request from time to

time in connection herewith to evidence or give effect to the amendments set

forth herein or any of the transactions contemplated hereby.




 




Section 6.9.   Section Titles.  Section titles and references used in this

Sixth Amendment shall be without substantive meaning or content of any kind

whatsoever and are not a part of the agreements among the parties hereto.




 




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IN WITNESS WHEREOF,

the parties hereto have caused this Sixth Amendment to be duly executed and

delivered as of the date first written above.




 




	

   


  	

   


  	

  AAR CORP.


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By


  	

  /s/

  TIMOTHY J. ROMENESKO


  
	

   


  	

   


  	

   


  	

  Timothy J. Romenesko


  
	

   


  	

   


  	

   


  	

  Vice President


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  BANK OF AMERICA, N.A., as Agent


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By


  	

  /s/

  MICHAEL J. MCKENNEY


  
	

   


  	

   


  	

   


  	

  Michael J. McKenney


  
	

   


  	

   


  	

   


  	

  Managing Director


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  BANC OF AMERICA STRATEGIC SOLUTIONS, INC., as Lender


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By


  	

  /s/

  MICHAEL J. MCKENNEY


  
	

   


  	

   


  	

   


  	

  Michael J. McKenney


  
	

   


  	

   


  	

   


  	

  Managing Director


  





 




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