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