Exhibit 4.7
AMENDMENT NO. 1
AMENDMENT NO. 1 dated as of March 31, 1994 (this "Amendment") to the
Credit Agreement dated as of October 15, 1991 (the "Credit Agreement") among AAR
CORP., a Delaware corporation, the lenders listed on the signature pages of this
Amendment and The First National lender of Chicago, as agent for such lenders.
The parties hereto wish to amend the Credit Agreement in certain respects
and accordingly hereby agree as follows:
1. DEFINITIONS. Unless the context otherwise requires, all terms used
herein which are defined in the Credit Agreement shall have the meanings
assigned to them therein.
2. AMENDMENT. Effective upon the satisfaction of the conditions
precedent set forth in Section 4 of this Amendment, the Credit Agreement shall
be amended as follows:
(a) Section 5.9 of the Credit Agreement shall be amended by deleting the
dollar figure "$5,000,000" in the two places where it appears therein and
substituting in lieu thereof the dollar figure "$10,000,000".
(b) Section 6.1 of the Credit Agreement shall be amended by deleting
each reference to "chief financial officer" contained therein and
substituting in lieu thereof the phrase "chief financial officer or
Treasurer".
(c) Section 6.13 of the Credit Agreement shall be amended by restating
clause (c) of said Section 6.13 as follows:
"(c) the Borrower or any Subsidiary may sell or otherwise
dispose of its Accounts to any Person; PROVIDED that (i) each such
disposition shall be without any recourse (either direct or
contingent) to the Borrower or any Subsidiary, (ii) the Borrower and
its Subsidiaries shall be in compliance with Section 6.12 upon
giving effect thereto and (iii) the aggregate face amount of all
such Accounts so transferred by the Borrower and its Subsidiaries
during any fiscal year of the Borrower shall not exceed an amount
equal to 15% of the gross Accounts of the Borrower and its
Subsidiaries as of the last day of the Borrower's immediately
preceding fiscal year and determined from the Borrower's
consolidated balance sheet delivered pursuant to Section 6.1(i)."
(d) Section 6.22 of the Credit Agreement shall be amended by deleting
the dollar figure "$160,000,000" where it appears therein and substituting
in lieu thereof the dollar figure "$155,000,000".
(e) Section 7.11 of the Credit Agreement shall be amended by deleting
the dollar figure "$5,000,000" in the two places where it appears therein
and substituting in lieu thereof the dollar figure "$10,000,000".
3. REPRESENTATIONS AND WARRANTIES. The Borrower hereby confirms,
reaffirms and restates as of the date hereof the representations and warranties
set forth in Article V of the Credit Agreement, provided that such
representations and warranties shall be and hereby are amended as follows: each
reference therein to "this Agreement", including, without limitation, such a
reference included in the term "Loan Documents", shall be deemed to be a
collective reference to the Credit Agreement, this Amendment and the Credit
Agreement as amended by this Amendment. A Default under and as defined in the
Credit Agreement as amended by this Amendment shall be deemed to have occurred
if any representation or warranty made pursuant to the foregoing sentence of
this Section 3 shall be materially false as of the date on which made.
4. CONDITIONS PRECEDENT. This Amendment and the amendment to the
Credit Agreement provided for herein shall become effective as of the date
hereof when this Amendment shall have been duly executed and delivered by the
Agent and the Borrower on one counterpart and Lenders constituting the Required
Lenders shall have signed a counterpart or counterparts hereof and notified the
Agent by telex or telephone that such action has been taken and that such
executed counterpart or counterparts will be mailed or otherwise delivered to
the Agent.
5. EFFECT ON THE EXISTING AGREEMENT. Except as expressly amended
hereby, all of the representations, warranties, terms, covenants and conditions
of the Credit Agreement and the other Loan Documents (a) shall remain unaltered,
(b) shall continue to be, and shall remain, in full force and effect in
accordance with their respective terms, and (c) are hereby ratified and
confirmed in all respects. Upon the effectiveness of this Amendment, all
references in the Credit Agreement (including references in the Credit Agreement
as amended by this Amendment) to "this Agreement" (and all indirect references
such as "hereby", "herein", "hereof" and "hereunder") shall be deemed to be
references to the Credit Agreement as amended by this Amendment.
6. EXPENSES. The Borrower shall reimburse the Agent for any and all
reasonable costs, internal charges and out-of-pocket expenses (including
attorneys' fees and time charges of attorneys for the Agent, which attorneys may
be employees of the Agent) paid or incurred by the Agent in connection with the
preparation, review, execution and delivery of this Amendment.
7. ENTIRE AGREEMENT. This Amendment, the Credit Agreement as amended
by this Amendment and the other Loan Documents embody the entire agreement and
understanding between the parties hereto and supersede any and all prior
agreements and understandings between the parties hereto relating to the subject
matter hereof.
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8. GOVERNING LAW. This Amendment shall be construed in accordance
with the internal laws (and not the law of conflicts) of the State of Illinois,
but giving effect to federal laws applicable to a national banking association
located in the State of Illinois.
9. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Amendment by signing any such
counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
AAR CORP.
By:
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Title:
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THE FIRST NATIONAL BANK OF CHICAGO
By:
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Title:
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