Exhibit 4.8
THIRD AMENDMENT TO
CREDIT AGREEMENT
THIS THIRD AMENDMENT TO LOAN AND SECURITY
AGREEMENT (“Third Amendment”) is made as of the 29th
day of March, 2005 by and among AAR CORP., a Delaware corporation,
(“AAR”), AAR Distribution, Inc., an Illinois
corporation (“Distribution”), AAR Parts Trading, Inc.,
an Illinois Corporation (“Parts Trading”), AAR
Manufacturing, Inc., an Illinois corporation
(“Manufacturing”), AAR Engine Services, Inc., an
Illinois corporation (“Engine Services”) and AAR Allen
Services, Inc., an Illinois corporation (“Allen
Service”) and together with AAR, Distribution, Parts Trading,
Manufacturing and Engine Services, individually a
“Borrow” and collectively “Borrowers”, the
financial institutions, party hereto, each as a
“Lender” and Merrill Lynch Capital a division of
Merrill Lynch Business Financial Services Inc., individually as a
Lender and as Agent.
W I T N
E S S E T H :
WHEREAS, Borrowers, Agent and Lenders entered
into a certain Credit Agreement dated as of May 29, 2003 as
amended by a certain First Amendment to Credit Agreement dated as
of January 23, 2004 by and among Borrowers, Agent and Lenders and
by a certain Second Amendment to Credit Agreement dated as of
August 24, 2004 by and among Borrowers, Agent and Lenders (said
Credit Agreement, as so amended, is hereinafter referred to as the
“Credit Agreement”); and
WHEREAS, Borrowers desire to amend and modify
certain provisions of the Credit Agreement and, subject to the
terms hereof, Agent and Lenders are willing to agree to such
amendments and modifications;
NOW
THEREFORE, in consideration of the premises, the mutual covenants
and agreements herein contained, and any extension of credit
heretofore, now or hereafter made by Agent and Lenders to
Borrowers, the parties hereto hereby agree as follows:
1.
Definitions . All capitalized terms used herein
without definition shall have the meaning given to them in the Loan
Agreement.
2.
Additional and Amended Definitions . The following
definitions of “Commitment Expiry Date,” “LIBOR
Margins” and “Prime Rate Margin” are hereby
deleted and the following are inserted in their stead:
“Commitment Expiry Date” means the
earliest of (i) June 1, 2007, (ii) the date on which a
“Termination Date” shall have occurred under the
Receivables Purchase Agreement and (iii) as of any date, the
remaining period between such date and the “Facility
Termination Date” (as defined in the Receivables Purchase
Agreement) is 60 days or less, unless as of any date referred to in
clauses (ii) or (iii), Borrowers have demonstrated to Required
Lenders’ reasonable satisfaction that Borrowers shall, after
such Termination Event or Facility Termination Date, have adequate
liquidity ($20,000,000 of projected Availability and Cash
Equivalents) to operate their business,
