Exhibit
4.6


 


NINTH AMENDMENT TO
REVOLVING LOAN AGREEMENT


 


This NINTH AMENDMENT TO
REVOLVING LOAN AGREEMENT dated as of March 29, 2005 (the “Ninth 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, amended and
extended from time to time (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 Ninth 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.


 


3.2           Letters of Credit.  The first paragraph of Section 2.6 of the
Loan Agreement is hereby amended by deleting the date “July 31, 2005” and
inserting in lieu thereof the date of “July 31, 2006”.


 


4.             REPRESENTATIONS AND WARRANTIES.  To induce the Bank to enter into this Ninth
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 Ninth
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 Ninth 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 Amendment, as amended hereby.


 


4.3           No Conflicts.  The execution and delivery of this Ninth
Amendment and the performance by the Borrower of its obligations under the Loan
Amendment, 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 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 Ninth Amendment shall become effective
as of the date above first written after receipt by the Bank of the following
documents:


 


5.1           Ninth Amendment.  This Ninth Amendment executed by the Borrower
and the Bank.


 


5.2           Other Documents.  Such other documents, certificates and/or
opinions of counsel as the Bank may request.


 


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6.             GENERAL.


 


6.1           Governing Law; Severability.  This Ninth Amendment shall be construed in
accordance with and governed by the laws of Illinois.  Wherever possible each provision of the Loan
Agreement and this Ninth Amendment shall be interpreted in such matter as to be
effective and valid under applicable law, but if any provision of the Loan
Agreement and this Ninth 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 Ninth Amendment.


 


6.2           Successors and Assigns.  This Ninth 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 Ninth 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 Ninth 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 Ninth 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 Ninth 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:

  	
   Assistant Vice
  President

  
							



 


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