|
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,
that Borrowers have obtained replacement financing
for the Debt outstanding under the Securitization Documents or that
Borrow
|
