<Page>
EXHIBIT 4.6
AAR CORP.
OFFICERS' CERTIFICATE PURSUANT TO
SECTION 301 OF THE INDENTURE
Each of the undersigned officers of AAR CORP., a Delaware corporation (the
"Company"), does hereby certify as follows:
(A) Each of the undersigned has read the Indenture, dated as of October 15,
1989, as amended by the First Supplemental Indenture, dated as of August 26,
1991 and the Second Supplemental Indenture dated as of December 10, 1997,
between the Company and First Trust National Association (as successor in
interest to Continental Bank, National Association), as trustee
(collectively, the "INDENTURE"), including Section 301 thereof, and the
definitions in such Indenture relating thereto and has reviewed such other
corporate documents and records relating to the matters referred to herein,
and, in the opinion of the undersigned, has made such examination or
investigation as is necessary to enable him to express an informed opinion
on the matters set forth below.
(B) The terms of the series of Securities of the Company entitled the "6.875%
Notes due December 15, 2007" (the "SERIES") to be issued under the indenture
have been established by a Board Resolution (as defined in the Indenture)
and are set forth in ANNEX A hereto.
(C) All conditions precedent provided for in the Indenture relating to the
establishment and original issuance, authentication and delivery of the
Series have been complied with.
(D) In the opinion of the undersigned, Section 301 of the Indenture has been
complied with in the establishment of the terms of the Securities.
IN WITNESS WHEREOF, each of the undersigned has duly executed this certificate
this 15th day of December, 1997.
AAR CORP.
/s/ TIMOTHY J. ROMENESKO
---------------------------------------------
Timothy J. Romenesko,
Vice President, Chief Financial Officer
/s/ HOWARD A. PULSIFER
---------------------------------------------
Howard A. Pulsifer,
Vice President, General Counsel and Secretary
<Page>
EXHIBIT 4.6
ANNEX A
Capitalized terms used herein and not otherwise defined herein have the
respective meanings ascribed to them in the Indenture:
(1) The title of the Notes shall be the "6.875% Notes due December 15, 2007" of
the Company.
(2) The aggregate principal amount of the Notes which may be authenticated and
delivered under the Indenture is limited to $60,000,000 (except for Notes
authenticated and delivered upon registration of, transfer of, or in
exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306,
906 or 1107 of the Indenture).
(3) The principal of the Notes shall be payable on December 15, 2007.
(4) The Notes shall bear interest at the rate of 6.875% per annum from the date
of issuance thereof, payable semiannually in arrears on June 15 and December
15 of each year, commencing June 15, 1998. Each such June 15 or December 15
shall be an "Interest Payment Date" for the Notes. The June 1 or December 1
(whether or not a Business Day), as the case may be, next preceding an
Interest Payment Date shall be the "Regular Record Date" for the interest
payable on such Interest Payment Date.
(5) The principal of and interest on the Notes shall be payable (and the Notes
may be presented for repayment) at the office or agency of the Company
maintained for such purposes in Chicago, Illinois.
(6) The Notes shall not be redeemable prior to maturity.
(7) The Notes shall be issuable only in fully registered form and shall be
represented by a global certificate registered in the name of a nominee of
The Depository Trust Company.
<Page>
EXHIBIT 4.6
AAR CORP.
OFFICERS' CERTIFICATE PURSUANT TO
SECTION 301 OF THE INDENTURE
Each of the undersigned officers of AAR CORP., a Delaware corporation
(the "COMPANY"), does hereby certify as follows:
(A) Each of the undersigned has read the Indenture, dated as of
October 15, 1989, as supplemented by the First Supplemental Indenture,
dated as of August 26, 1991 and the Second Supplemental Indenture,
dated as of December 10, 1997, between the Company and U.S. Bank
National Association (as successor trustee), as Trustee (collectively,
the "INDENTURE"), including Section 301 thereof, and the definitions
in such Indenture relating thereto and has reviewed such other
corporate documents and records relating to the matters referred to
herein, and, in the opinion of the undersigned, has made such
examination or investigation as is necessary to enable him to express
an informed opinion on the matters set forth below.
(B) The terms of the series of Securities of the Company entitled
the "8% Notes due 2006" (the "NOTES") to be issued under the Indenture
have been established by a Board Resolution (as defined in the
Indenture) and are set forth in ANNEX A hereto.
(C) All conditions precedent provided for in the Indenture
relating to the establishment and original issuance, authentication
and delivery of the Notes have been complied with.
(D) In the opinion of the undersigned, Section 301 of the
Indenture has been complied with in the establishment of the terms of
the Notes.
IN WITNESS WHEREOF, each of the undersigned has duly executed this
certificate this 30th day of May 2003.
AAR CORP.
/S/ TIMOTHY J. ROMENESKO
------------------------------------------
Timothy J. Romenesko
Vice President and Chief Financial Officer
/S/ DONALD J. VILIM
------------------------------------------
Donald J. Vilim
Senior Counsel and Assistant Secretary
<Page>
ANNEX A
RESOLVED, that there be, and there is hereby created, approved and
established under the Indenture, dated as of October 15, 1989, as supplemented
by the First Supplemental Indenture, dated as of August 26, 1991, and the Second
Supplemental Indenture dated as of December 10, 1997 between the Company and
U.S. Bank National Association (as successor trustee), as Trustee (collectively,
the "Indenture"), a series of Securities (the "Notes"), the terms of which shall
be as follows (capitalized terms used herein and not otherwise defined herein
have the respective meanings ascribed to them in the Indenture):
(1) The title of the Notes shall be the "8% Notes due October 15,
2006" of the Company.
(2) The aggregate principal amount of the Notes which may be
authenticated and delivered under the Indenture is limited to $16,900,000
(except for Notes authenticated and delivered upon registration of,
transfer of, or in exchange for, or in lieu of, other Notes pursuant to
Sections 304, 305, 306, 906 or 1107 of the Indenture).
(3) The principal of the Notes shall be payable on three principal
repayment dates as follows: (i) $5,633,333.33 on October 15, 2004, (ii)
$5,633,333.33 on October 15, 2005, and (iii) $5,633,333.34 on October 15,
2006.
(4) The Notes shall bear interest at the rate of 8% per annum from
the date of issuance thereof, payable semiannually in arrears on October 15
and April 15 of each year, commencing October 15, 2003. Each such October
15 or April 15 shall be an "Interest Payment Date" for the Notes. The
October 1 or April 1 (whether or not a Business Day), as the case may be,
next preceding an Interest Payment Date shall be the "Regular Record Date"
for the interest payable on such Interest Payment Date.
(5) The principal of and interest on the Notes shall be payable (and
the Notes may be presented for repayment) at the office or agency of the
Company maintained for such purposes in Chicago, Illinois.
(6) The Notes shall not be redeemable prior to maturity.
FURTHER RESOLVED, that the form of the Notes shall be substantially
the form set forth in Article Two of the Indenture.