SIXTHAMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 4.3

SIXTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Sixth Amendment”), is made and dated as of April 10, 2003 among AAR CORP., a Delaware corporation (“Borrower”), the Lenders party hereto (“Lenders”), and BANK OF AMERICA, N.A., as Agent (in such capacity, “Agent”).

RECITALS

1.             The Borrower, the Lenders and the Agent are parties to that certain Second Amended and Restated Credit Agreement, dated as of May 27, 1998, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement, dated as of December 28, 1998, as further amended by that certain Second Amendment to Second Amended and Restated Credit Agreement, dated as of February 5, 2002, as further amended by that certain Third Amendment to Second Amended and Restated Credit Agreement, dated as of May 23, 2002, as further amended by that certain Fourth Amendment to Second Amended and Restated Credit Agreement, dated as of August 31, 2002, and as further amended by that certain Fifth Amendment to Second Amended and Restated Credit Agreement, dated as of November 26, 2002 (as heretofore amended, the “Existing Credit Agreement”).

2.             The Borrower, the Lenders, and the Agent have agreed to certain amendments to the Existing Credit Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

Part 1

Definitions

Section 1.1.  Certain Definitions.  Unless otherwise defined herein or the context otherwise requires, the following terms used in this Sixth Amendment have the following meanings:

“Amended Credit Agreement” means the Existing Credit Agreement as amended hereby.

“Sixth Amendment Effective Date” shall mean April 10, 2003, subject to the Borrower’s satisfaction of, or the Lenders’ waiver of, each of the conditions set forth in Part 4 of this Sixth Amendment.

Section 1.2.  Other Definitions.  Unless otherwise defined herein or the context otherwise requires, terms used in this Sixth Amendment have the meanings provided in the Amended Credit Agreement.

Part 2

Amendments to Existing Credit Agreement

Effective on (and subject to the occurrence of) the Sixth Amendment Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part 2.  Except as so amended, the Existing Credit Agreement shall continue in full force and effect.

Section 2.1.  Amendment of Definitions in Existing Credit Agreement.  Article I of the Existing Credit Agreement is amended by changing the definitions of each of the respective terms to read in their entirety as follows:

“Facility Termination Date” means April 30, 2003.

“Revolving Credit Termination Date” means April 9, 2003.

Section 2.2.  Amendment of Section 2.3(a) (Repayment of Advances and Letters of Credit).  Section 2.3(a) of the Existing Credit Agreement is amended by replacing the reference therein to “Revolving Credit Termination Date” with the defined term “Facility Termination Date.”

Section 2.3.  Amendment of Section 2.4.  Section 2.4 of the Existing Credit Agreement is amended by replacing the reference therein to “Revolving Credit Termination Date” with the defined term “Facility Termination Date.”

Section 2.4.  Amendment of Section 2.5 (Reductions in Aggregate Commitment).  Section 2.5(b) of the Existing Credit Agreement is amended in its entirety to read as follows:

(b)           The Aggregate Commitment shall automatically be reduced (i) by $5,000,000 on June 30, 2002, (ii) by $10,000,000 on September 30, 2002 , (iii) by $10,000,000 on November 30, 2002, (iv) by $5,000,000 on December 31, 2002, and (v) to $3,300,000 on April 10, 2003  (each date identified in (i) through (v) being a “Reduction Date”).  Each of these automatic reductions in the Aggregate Commitment shall be in addition to, and not in lieu of, any other mandatory reductions in the Aggregate Commitment required hereunder.

Part 3

Representations and Warranties

The Borrower represents and warrants to the Lenders and the Agent that, on and as of the Sixth Amendment Effective Date, and after giving effect to this Sixth Amendment:

Section 3.1.  Authority.  The Borrower has all the necessary corporate power to make, execute, deliver, and perform this Sixth Amendment, and this Sixth Amendment constitutes the legal, valid and enforceable obligation of the Borrower, enforceable against the Borrower in accordance with its terms.

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Section 3.2.  No Legal Obstacle to Agreement.  Neither the execution of this Sixth Amendment, the making by the Borrower of any borrowings under the Amended Credit Agreement, nor the performance of the Amended Credit Agreement has constituted or resulted in or will constitute or result in a breach of the provisions of any contract to which Borrower is a party, or the violation of any law, judgment, decree or governmental order, rule or regulation applicable to the Borrower, or result in the creation under any agreement or instrument of any security interest, lien, charge, or encumbrance upon any of the assets of the Borrower.  No approval or authorization of any governmental authority is required to permit the execution, delivery or performance by the Borrower of this Sixth Amendment, the Amended Credit Agreement, or the transactions contemplated hereby or thereby, or the making of any borrowings by the Borrower under the Amended Credit Agreement.

Section 3.3.  Incorporation of Certain Representations.  The representations and warranties set forth in Article V of the Amended Credit Agreement are true and correct in all material respects on and as of the Sixth Amendment Effective Date as though made on and as of the date hereof except for any representations and warranties that expressly relate solely to an earlier date, which representations and warranties were true and accurate in all material respects on and as of such earlier date.

Section 3.4.  Default.  No Default or Unmatured Default has occurred and is continuing under the Amended Credit Agreement.

Part 4

[Intentionally Omitted]

Part 5

Conditions to Effectiveness

This Sixth Amendment shall be and become effective on the Sixth Amendment Effective Date provided that (i) each of the conditions set forth in this Part 4 shall have been satisfied (or satisfaction thereof has been waived by the Agent and the Lenders) on or before April 10, 2003, and (ii) each Lender and the Borrower shall have duly executed counterparts of this Sixth Amendment and provided telecopied signature pages to the Agent.  If the Borrower fails to satisfy each of the conditions set forth in this Part 4 prior to 4:00 p.m. (Eastern time) on April 10, 2003, then, at the option of the Agent and the Lenders, upon notice to the Borrower, this Sixth Amendment shall be null and void.

Section 5.1.  Corporate Resolutions.  The Agent shall have received a copy of the resolution or resolutions passed by the Board of Directors of the Borrower, certified by the Secretary or an Assistant Secretary of Borrower as being in full force and effect on the date hereof, authorizing the amendments to the Existing Credit Agreement herein provided for and the execution, delivery and performance of this Sixth Amendment and any note or other instrument or agreement required hereunder.

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Section 5.2.  Authorized Signatories.  The Agent shall have received a certificate, signed by the Secretary or an Assistant Secretary of the Borrower, dated as of the date hereof, as to the incumbency of the person or persons authorized to execute and deliver this Sixth Amendment and any instrument or agreement required hereunder on behalf of the Borrower.

Section 5.3.  Required Payment.  The Agent shall have received, for the ratable benefit of the Lenders, a repayment of the Advances in the amount of at least $4,000,000. For the avoidance doubt, the remaining amount of the unpaid Obligations, including without limitation all outstanding Advances, interest, fees, and expenses, shall be due and payable on the Facility Termination Date.

Section 5.4.  Amendment Fee.  The Agent shall have received, for its own account, a payment of $25,000.00 as a work fee for this Sixth Amendment.

Section 5.5.  Closing Certificate.  The Agent shall have received an officer’s certificate from the Borrower, executed by either the Chief Executive Officer or the Chief Financial Officer of the Borrower, certifying that after giving effect to this Sixth Amendment, no Default or Unmatured Default will be in existence, such certificate being in form reasonably satisfactory to the Agent.

Part 6

Miscellaneous

Section 6.1.  References to the Credit Agreement.  Each reference to the Credit Agreement in the Amended Credit Agreement, the Notes or any of the other instruments, agreements, certificates or other documents executed in connection therewith (collectively, the “Loan Documents”), shall be deemed to be a reference to the Amended Credit Agreement, and as the same may be further amended, restated, supplemented or otherwise modified from time to time in accordance therewith.

Section 6.2.  Expenses of Agent.  Within seven (7) Business Days of the receipt from the Agent of a detailed bill, the Borrower shall pay all reasonable costs and expenses incurred by the Agent in connection with the preparation, negotiation and execution of the Amended Credit Agreement, this Sixth Amendment and any other Loan Documents executed pursuant hereto and any and all modifications, and supplements thereto, including, without limitation, the reasonable costs and fees of the Agent’s legal counsel and any taxes or expenses associated with or incurred in connection with any instrument or agreement referred to herein or contemplated hereby.

Section 6.3.  Benefits.  This Sixth Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

Section 6.4.  GOVERNING LAW.  THIS SIXTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES.

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Section 6.5.  Effect.  Except as expressly herein amended, the terms and conditions of the Existing Credit Agreement shall remain in full force and effect without amendment or modification, express or implied. The entering into this Sixth Amendment by the Lenders shall not be construed or interpreted as an agreement by the Lenders to enter into any future amendment or modification of the Amended Credit Agreement or any of the other Loan Documents.

Section 6.6.  Counterparts; Telecopied Signatures.  This Sixth Amendment may be executed in any number of counterparts and by different parties to this Sixth Amendment on separate counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Any signature delivered or transmitted by a party by facsimile transmission shall be deemed to be an original signature hereto.

Section 6.7.  Integration.  This Sixth Amendment, together with the Loan Documents, contains the entire and exclusive agreement of the parties hereto with reference to the matters discussed herein and therein.  This Sixth Amendment supersedes all prior drafts and communications with respect thereto.  This Sixth Amendment may not be amended except in a writing.

Section 6.8.  Further Assurances.  The Borrower agrees to take such further actions as the Agent shall reasonably request from time to time in connection herewith to evidence or give effect to the amendments set forth herein or any of the transactions contemplated hereby.

Section 6.9.   Section Titles.  Section titles and references used in this Sixth Amendment shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto.

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IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to be duly executed and delivered as of the date first written above.

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