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 a
