EXHIBIT 4.6
EIGHTH AMENDMENT TO REVOLVING LOAN
AGREEMENT
This
EIGHTH AMENDMENT TO REVOLVING LOAN AGREEMENT dated as of
March 2, 2004 (the `Eighth 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").
R E C I T A L S:
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 condition
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:
A G R E E M E N T S:
1.
RECITALS.
The foregoing Recitals are hereby made a
part of this Eighth 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, 2004" and inserting in lieu thereof the date of
"July 31, 2005".
4.
REPRESENTATIONS AND WARRANTIES.
To induce the Bank to enter into this
Eighth 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
Stake o f 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 Eighth 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 Eighth 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
Agreement, as amended hereby.
4.3.
No Conflicts.
T
