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
