-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TR+RC6nobMwtbZwP/s0COWAwlk6ee5zYguC2ev/aKcG3mVuFObhCwsoeCoekpjgS RJvNF+HoW1p45u8cxMLBrQ== 0001104659-04-031700.txt : 20041025 0001104659-04-031700.hdr.sgml : 20041025 20041025162948 ACCESSION NUMBER: 0001104659-04-031700 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041021 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041025 DATE AS OF CHANGE: 20041025 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR CORP CENTRAL INDEX KEY: 0000001750 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] IRS NUMBER: 362334820 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06263 FILM NUMBER: 041094263 BUSINESS ADDRESS: STREET 1: 1100 N WOOD DALE RD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 6302272000 MAIL ADDRESS: STREET 1: 1100 N WOOD DALE RD CITY: WOOD DALE STATE: IL ZIP: 60191 FORMER COMPANY: FORMER CONFORMED NAME: ALLEN AIRCRAFT RADIO INC DATE OF NAME CHANGE: 19700204 8-K 1 a04-11994_18k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.   20549

 


 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

October 21 , 2004

Date of Report (Date of earliest event reported)

 

AAR CORP.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

1-6263

 

36-2334820

(Commission File Number)

 

(IRS Employer Identification No.)

 

One AAR Place, 1100 N. Wood Dale Road
Wood Dale, Illinois 60191

(Address and Zip Code of Principal Executive Offices)

 

Registrant’s telephone number, including area code:  (630) 227-2000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))

 

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

 

 



 

Item 2.03                                      Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant

 

On October 21, 2004, AAR Corp., AAR Receivables Corporation II and LaSalle Business Credit, LLC, as agent for itself and the Purchasers, amended their Receivables Purchase Agreement dated March 21, 2003.  The amendment extends the facility termination date to March 21, 2005.

 

Item 9.01                                      Financial Statements and Exhibits

 

(c)                                  Exhibits

 

10.14                     Amendment No. 2 dated October 21, 2004 to the Receivables Purchase Agreement dated March 21, 2003 between AAR Receivables Corporation II, the Registrant individually and as Initial Servicer, the Financial Institutions from time to time Parties thereto and LaSalle Business Credit, LLC.

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:

October 25, 2004

 

 

 

 

 

 

 

 

 

AAR CORP.

 

 

 

 

 

 

 

 

 

 

By:

  /s/ TIMOTHY J. ROMENESKO

 

 

 

 

Timothy J. Romenesko

 

 

Vice President, Chief Financial Officer and
Treasurer

 

3



 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

10.14

 

Amendment No. 2 dated October 21, 2004 to the Receivables Purchase Agreement dated March 21, 2003 between AAR Receivables Corporation II, the Registrant individually and as Initial Servicer, the Financial Institutions from time to time Parties thereto and LaSalle Business Credit, LLC (filed herewith).

 

4


EX-10.14 2 a04-11994_1ex10d14.htm EX-10.14

 

Exhibit 10.14

 

October 21, 2004

 

AAR Corp.

AAR Receivables Corporation II

1100 North Wood Dale Road

Wood Dale, IL 60191

 

Re:                               Amendment No. 2 to Purchase Agreement dated as of March 21, 2003 (this “Amendment”)

 

Gentlemen:

 

AAR Receivables Corporation II, an Illinois corporation (“Seller”), AAR Corp., a Delaware corporation in its  individual capacity (in such capacity, “AAR”) and as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), have entered into a certain Receivables Purchase Agreement dated as of March 21, 2003 (as heretofore amended or otherwise modified, the “Agreement”; capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Agreement) with LaSalle Business Credit, LLC, a Delaware limited liability company (“LaSalle”), as agent for itself and the Purchasers referred to below (in such capacity, together with its successors and assigns in such capacity, the “Agent”), and the financial institutions from time to time parties thereto as “Purchasers.”  The Seller, the Servicer, the Agent and the Purchasers now desire to further amend the Agreement as provided herein, subject to the terms and conditions hereinafter set forth.

 

In addition, AAR executed and delivered a certain Performance Guaranty dated as of March 21, 2003 (the “Performance Guaranty”), which the Agent and Purchasers require to be reaffirmed as a condition to the effectiveness hereof.

 

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

1.                                       In accordance with Section 1.1(d) of the Agreement, following the request of the Seller and a considered credit adjudication by the Agent and the Purchasers, the Agent, the Purchasers, the Seller and the Servicer hereby agree to extend the Facility Termination Date as follows and, in connection therewith, hereby agree that

 



 

the definition of “Facility Termination Date” set forth in Exhibit 1 of the Agreement shall hereby amended and restated in its entirety to read as follows:

 

“‘Facility Termination Date’ means the earlier to occur of: (a) March 21, 2005, (b) the occurrence or declaration of the “Facility Termination Date” pursuant to Section 2.2 of the Agreement, and (c) the date the Purchase Limit is terminated or permanently reduced to zero pursuant to Section 1.1(b) of the Agreement.”

 

2.                                       AAR expressly reaffirms, ratifies and assumes all of its obligations and liabilities to the Agent as set forth in the Performance Guaranty.  AAR further agrees to be bound by and abide by and operate and perform under and pursuant to and comply fully with all of the terms, conditions, provisions, agreements, representations, undertakings, warranties, obligations and covenants contained in the Performance Guaranty, in so far as such obligations and liabilities may be modified by this Amendment, as though such Performance Guaranty were being re-executed on the date hereof, except to the extent that such terms expressly relate to an earlier date.

 

3.                                       Except as expressly amended hereby and by any other supplemental documents or instruments executed by either party hereto in order to effectuate the transactions contemplated hereby, the Agreement, the Exhibits thereto and other Transaction Documents are hereby reaffirmed, ratified and confirmed by the parties hereto and remain in full force and effect in accordance with the terms thereof. The Seller and the Servicer expressly ratify, confirm and reaffirm without condition, all liens and security interests granted to the Agent pursuant to the Agreement and the other Transaction Documents and to all extensions, renewals, refinancings, amendments or modifications of any of the foregoing.

 

4.                                       This Amendment shall not become effective until fully executed by all parties hereto.

 

5.                                       This Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which taken together shall be one and the same instrument. This Amendment may also be executed by facsimile and each facsimile signature hereto shall be deemed for all purposes to be an original signatory page.

 

6.                                       This Amendment shall be construed in accordance with and governed by the internal laws (as distinguished from the conflicts of law provisions) of the State of Illinois.

 

7.                                       The Seller and the Servicer hereby jointly and severally agree to reimburse the Agent for all of its out-of-pocket legal fees and expenses incurred in the preparation and documentation of this Amendment and related documents.

 



 

 

LASALLE BUSINESS CREDIT, LLC, as the
sole Purchaser and as Agent

 

 

 

 

By:

/s/ John Mostofi

 

 

 

Title:

 Senior Vice President

 

 

 

 

 

 

ACKNOWLEDGED AND AGREED TO
as of the date and year first above written

 

 

 

AAR RECEIVABLES CORPORATION II, as Seller

 

 

 

 

 

By:

/s/ Michael K. Carr

 

 

Assistant Treasurer

 

 

 

 

 

AAR CORP., as Servicer and Performance Guarantor

 

 

By:

/s/ Michael K. Carr

 

Title:

Vice President

 

 


 

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