EX-25.1 5 a2168801zex-25_1.htm EXHIBIT 25.1
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Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)


U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall
Minneapolis, Minnesota
(Address of principal executive offices)		       55402
(Zip Code)

Richard Prokosch
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3918
(Name, address and telephone number of agent for service)

AAR CORP.
(Issuer with respect to the Securities)

Delaware   36-2334820
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification No.)

One AAR Place
1100 N. Wood Dale Road
Wood Dale, Illinois
(Address of Principal Executive Offices)
 
60191
(Zip Code)

1.75% Convertible Senior Notes due 2026
(Title of the Indenture Securities)


FORM T-1

Item 1.    GENERAL INFORMATION.    Furnish the following information as to the Trustee.

    a)
    Name and address of each examining or supervising authority to which it is subject.

        Comptroller of the Currency
        Washington, D.C.

    b)
    Whether it is authorized to exercise corporate trust powers.

        Yes

Item 2.    AFFILIATIONS WITH OBLIGOR.    If the obligor is an affiliate of the Trustee, describe each such affiliation.

        None

Items 3-15    Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.    LIST OF EXHIBITS:    List below all exhibits filed as a part of this statement of eligibility and qualification.

    1.
    A copy of the Articles of Association of the Trustee.*

    2.
    A copy of the certificate of authority of the Trustee to commence business.*

    3.
    A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

    4.
    A copy of the existing bylaws of the Trustee.*

    5.
    A copy of each Indenture referred to in Item 4. Not applicable.

    6.
    The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

    7.
    Report of Condition of the Trustee as of December 31, 2005 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
*
Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

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SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 14th of April, 2006.

    By:   /s/  RICHARD PROKOSCH      
Richard Prokosch
Vice President
By:   /s/  RAYMOND HAVERSTOCK      
Raymond Haverstock
Vice President		    

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Exhibit 6

CONSENT

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: April 14, 2006

    By:   /s/  RICHARD PROKOSCH      
Richard Prokosch
Vice President
By:   /s/  RAYMOND HAVERSTOCK      
Raymond Haverstock
Vice President		    

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Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2005

($000's)

 
   12/31/2005
Assets      
  Cash and Due From Depository Institutions   $ 8,000,884
  Securities     39,572,460
  Federal Funds     3,106,359
  Loans & Lease Financing Receivables     134,097,750
  Fixed Assets     1,759,753
  Intangible Assets     11,264,248
  Other Assets     11,065,956
   
  Total Assets   $ 208,867,410

Liabilities
 
 
 
  Deposits   $ 135,603,591
  Fed Funds     13,987,126
  Treasury Demand Notes     0
  Trading Liabilities     186,413
  Other Borrowed Money     24,865,833
  Acceptances     60,785
  Subordinated Notes and Debentures     6,606,929
  Other Liabilities     6,323,045
   
  Total Liabilities   $ 187,633,722

Equity
 
 
 
  Minority Interest in Subsidiaries   $ 1,025,113
  Common and Preferred Stock     18,200
  Surplus     11,804,040
  Undivided Profits     8,386,335
   
    Total Equity Capital   $ 21,233,688
Total Liabilities and Equity Capital   $ 208,867,410

To the best of the undersigned's determination, as of the date hereof, the above financial information is true and correct.

U.S. Bank National Association

By:   /s/  RICHARD PROKOSCH      
Richard Prokosch
Vice President		    

Date: April 14, 2006

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FORM T-1
SIGNATURE
Exhibit 6
Exhibit 7