Exhibit 4.6


 


TENTH AMENDMENT TO REVOLVING LOAN AGREEMENT


 


This
TENTH AMENDMENT TO REVOLVING LOAN AGREEMENT dated as of February 27, 2006
(the “Tenth 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 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 Tenth
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. Section 2.6 of the Loan Agreement is
hereby deleted in its entirety and the following is inserted in lieu thereof:


 


“2.6             Letters
of Credit. Subject to the
terms and conditions of this Agreement and upon the execution by the Borrower
and the Bank of a Master Letter of Credit Agreement and the execution and
delivery by the Borrower, and the acceptance by the Bank, in its sole and
absolute discretion, of an application for letter of credit, and the payment by
the Borrower of the Bank’s fees charged in connection therewith, the Bank
agrees to issue for the account of the Borrower, such Letters of Credit in the
standard form of the Bank and otherwise in form and substance
acceptable to the Bank, from time to time during the term of this Agreement, provided
that the Letter of Credit Obligations may not at any time exceed the
Letter of Credit Maximum Obligation and provided, further, that no Letter of
Credit shall have an expiration date later than July 31, 2007 (the “Maturity
Date”). The amount of any payments made by the Bank with respect to draws made
by a beneficiary under a Letter of Credit for which the Borrower has 


 

















 


failed to reimburse the Bank upon the earlier of (i) the Bank’s
demand for repayment, or (ii) five (5) days from the date of such
payment to such beneficiary by the Bank, shall accrue interest as of the date
such payment was made by the Bank to such beneficiary at the rates set forth in
the Master Letter of Credit Agreement. Upon the Maturity Date or the earlier
occurrence of an Event of a Default and at the option of the Bank, all Letter
of Credit Obligations shall bear interest at the rates set forth in the Master
Letter of Credit Agreement, all without demand, presentment, protest or notice
of any kind, all of which are hereby waived by the Borrower. In the event of a
conflict between the Master Letter of Credit Agreement and the Loan Agreement,
the Loan Agreement shall govern.


 


In
addition to all other applicable fees, charges and/or interest payable by the
Borrower pursuant to the Master Letter of Credit Agreement or otherwise payable
in accordance with the Bank’s standard letter of credit fee schedule, all
standby Letters of Credit issued under and pursuant to this Agreement shall
bear an annual fee equal to one and three quarters of one percent (1.75%) of
the face amount of such standby Letter of Credit, payable by the Borrower on or
before the issuance of such Letter of Credit by the Bank and annually
thereafter on the same date unless and until (i) such Letter of Credit has
expired or has been returned to the Bank, or (ii) the Bank has paid the
beneficiary thereunder the full face amount of such Letter of Credit. All
Letters of Credit other than standby Letters of Credit shall bear such fees,
costs and interest as charged by the Bank and shall contain such other terms as
set forth in the Master Letter of Credit Agreement and the Bank’s standard
letter of credit fee schedule.”


 


3.2                              Cash Collateral. Subsection 2.7 of the Loan Agreement is
hereby deleted in its entirety and the following is inserted in lieu thereof:


 


“2.7 Reserved.”


 


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


 


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4.2.                              Authorization. The Borrower is duly authorized to execute
and deliver this Tenth 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.


 


43.
No Conflicts. The execution and delivery of this Tenth 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 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 Tenth Amendment shall become effective
as of the date above first written after receipt by the Bank of the following
documents:


 


5.1.
Tenth Amendment. This Tenth 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.


 


6.                                       GENERAL.


 


6.1.
Governing Law; Severability. This Tenth Amendment shall be construed in
accordance with and governed by the laws of Illinois. Wherever possible each
provision of the Loan Agreement and this Tenth 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 Tenth 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 Tenth
Amendment.


 


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6.2.
Successors and Assigns. This Tenth 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
Tenth 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
Tenth 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 Tenth 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 Tenth 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:

  	
  First Vice
  President

  	
   

  
							



 


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