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
