EXHIBIT 99.2
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STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of February
15, 2002, by and between AAR CORP. a Delaware corporation (the
"Company"), and the investor named on the signature page hereof (the
"Investor").
WITNESSETH
WHEREAS, the Company has filed with the Securities and Exchange
Commission (the "Commission") the Registration Statement (as defined
below) relating to the offer and sale from time to time of the
Company's securities, including shares of its Common Stock, $1.00 par
value ("Common Stock");
WHEREAS, the Company is offering for sale shares of its Common
Stock (the "Offered Shares") pursuant to the Registration Statement;
and
WHEREAS, the Investor desires to purchase from the Company shares
of Common Stock on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the recitals (which are
deemed to be a part of this Agreement), mutual covenants,
representations, warranties and agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. As used herein, the following terms have the
meanings indicated:
"Person" shall mean any individual, partnership, limited
liability company, joint venture, firm, corporation, association,
trust or other enterprise or any government or political
subdivision or any agency, department or instrumentality thereof.
"Prospectus" shall mean the prospectus forming a part of the
Registration Statement. References herein to the term
"Prospectus" as of any date shall mean such prospectus, as
amended or supplemented to such date, including all documents
incorporated by reference therein as of such date.
"Prospectus Supplement" shall mean a supplement to the Prospectus
relating to the sale of the Offered Shares.
"Registration Statement" shall mean a registration statement on
Form S-3 (File No. 333-52853), including a prospectus, relating
to the offer and sale of certain of the Company's securities,
including its Common Stock, which was declared effective by the
Commission on May 29, 1998. References herein to the term
"Registration Statement" as of any date shall mean such
registration statement, as amended or supplemented to such date,
including all documents incorporated by reference therein as of
such date; and references herein to the "effective date" of the
Registration Statement shall mean the time and date of the filing
of the Company's most recent Annual Report on Form 10-K.
2. PURCHASE OF COMMON STOCK. Subject and pursuant to the terms and
conditions set forth in this Agreement, the Company agrees that
it will issue and sell to the Investor and the Investor agrees
that it will purchase from the Company the number of Offered
Shares set forth on SCHEDULE I attached hereto (the "Investor
Shares") at the price per share of Common Stock (the "Per Share
Purchase Price") set forth on SCHEDULE I hereto. The aggregate
purchase price for the Investor Shares (the "Aggregate Purchase
Price") is set forth on SCHEDULE I hereto. The closing of the
purchase and sale of the Investor Shares will be on the date set
forth on SCHEDULE I hereto, or such other date as the parties may
agree upon in writing (the "Closing").
3. DELIVERIES AT CLOSING.
(a) DELIVERIES BY THE INVESTOR. At the Closing, the
Investor shall deliver to the Company the following:
(1) the Aggregate Purchase Price by wire transfer of
immediately available funds to an account
designated by the Company as set forth on SCHEDULE
I hereto, which funds will be delivered to the
Company in consideration of the Investor Shares
issued at the closing of the transaction
contemplated hereby;
(b) DELIVERIES BY THE COMPANY. At the Closing, the Company
shall deliver to the Investor the following:
(1) a certificate or certificates representing the
Investor Shares registered in such names and in
such denominations that the Investor has
specified in writing to the Company; and
(2) the Prospectus Supplement.
4. REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS.
(a) INVESTOR REPRESENTATIONS, WARRANTIES AND COVENANTS.
The Investor represents, warrants and agrees as
follows:
(1) The Investor has received and reviewed copies of
the Registration Statement and the Prospectus,
including all documents incorporated by reference
therein and amendments thereto, and understands
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that no Person has been authorized to give any
information or to make any representations that
were not contained in the Registration Statement
and the Prospectus, and the Investor has not
relied on any such other information or
representations in making a decision to purchase
the Investor Shares. The Investor understands
that an investment in the Company involves a high
degree of risk for the reasons, among others, set
forth under the caption "RISK FACTORS" in the
Prospectus Supplement.
(2) The Investor acknowledges that it has sole
responsibility for its own due diligence
investigation and its own investment decision, and
that in connection with its investigation of the
accuracy of the information contained or
incorporated by reference in the Registration
Statement and the Prospectus and its investment
decision, the Investor has not relied on any
representation not set forth in this Agreement,
the Registration Statement or the Prospectus, on
the placement agent (Xxxxxxx Xxxxx & Company,
L.L.C.) or any Person affiliated with the
placement agent, or on the fact that any other
Person has decided to invest in the Offered
Shares.
(3) The execution and delivery of this Agreement by
the Investor and the performance of this Agreement
and the consummation by the Investor of the
transactions contemplated hereby have been duly
authorized by all necessary (corporate, in the
case of a corporation) action of the Investor, and
this Agreement, when duly executed and delivered
by the Investor, will constitute a valid and
legally binding instrument, enforceable in
accordance with its terms against the Investor,
except as enforcement hereof may be limited by the
effect of any applicable bankruptcy, insolvency,
reorganization or similar laws or court decisions
affecting enforcement of creditors' rights
generally and except as enforcement hereof is
subject to general principles of equity
(regardless of whether enforcement is considered
in a proceeding in equity or at law).
(4) No state, federal or foreign regulatory approvals,
permits, licenses or consents or other contractual
or legal obligations are required for the Investor
to enter into this Agreement or purchase the
Investor Shares.
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(b) COMPANY REPRESENTATIONS, WARRANTIES AND COVENANTS. The
Company hereby represents, warrants and agrees as
follows:
(1) The Company has been duly incorporated and is
validly existing as a corporation in good standing
under the laws of the State of Delaware, with
power and authority (corporate and other) to own
its properties and conduct its business as
described in the Prospectus, and has been duly
qualified as a foreign corporation for the
transaction of business and is in good standing
under the laws of each other jurisdiction in which
it owns or leases properties or conducts any
business so as to require such qualification,
except for such jurisdictions wherein the failure
to be so qualified and in good standing would not
have a material adverse effect on the results of
operations or financial condition of the Company
and its subsidiaries taken as a whole; and each
subsidiary of the Company has been duly
incorporated and is validly existing as a
corporation in good standing under the laws of its
jurisdiction of incorporation, with power and
authority (corporate and other) to own its
properties and conduct its business as described
in the Prospectus, and has been duly qualified as
a foreign corporation for the transaction of
business and is in good standing under the laws of
each other jurisdiction in which it owns or leases
properties or conducts any business so as to
require such qualification, except for such
jurisdictions wherein the failure to be so
qualified and in good standing would not have a
material adverse effect on the results of
operations or financial condition of the Company
and its subsidiaries taken as a whole.
(2) The execution, delivery and performance of this
Agreement by the Company and the consummation by
the Company of the transactions contemplated
hereby have been duly authorized by all necessary
action of the Company and the Agreement has been
duly executed and delivered by the Company; and
this Agreement, when duly executed and delivered
by the Investor, will constitute a valid and
legally binding instrument of the Company
enforceable in accordance with its terms, except
as enforcement hereof may be limited by the effect
of any applicable bankruptcy, insolvency,
reorganization or similar laws or court decisions
affecting enforcement of creditors' rights
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generally and except as enforcement hereof is
subject to general principles of equity
(regardless of whether enforcement is considered
in a proceeding in equity or at law).
(3) The Investor Shares have been duly authorized by
the Company, and when issued and delivered by the
Company against payment therefor as contemplated
hereby, the Investor Shares will be validly
issued, fully paid and nonassessable, and will
conform to the description of the Common Stock
contained in the Prospectus.
(4) The execution and delivery of this Agreement, the
consummation by the Company of the transactions
herein contemplated and the compliance by the
Company with the terms hereof do not and will not
violate the Certificate of Incorporation (as
amended to date) of the Company, or the By-Laws
(as amended to date) of the Company, or result in
a breach or violation of any of the terms or
provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan agreement
or other material agreement or instrument to which
the Company or any of its subsidiaries is a party
or by which the Company or any of its subsidiaries
is bound or to which any of their properties or
assets are subject, or any applicable statute or
any order, judgment, decree, rule or regulation of
any court or governmental agency or body having
jurisdiction over the Company or any of its
subsidiaries or any of their properties or assets,
except where the failure to be in compliance would
not have a material adverse effect on the results
of operations or financial condition of the
Company and its subsidiaries taken as a whole; and
no consent, approval, authorization, order,
registration or qualification of or with any such
court or governmental agency or body is required
for the valid authorization, execution, delivery
and performance by the Company of this Agreement,
the issue of the Investor Shares or the
consummation by the Company of the other
transactions contemplated by this Agreement,
except for such consents, approvals,
authorizations, registrations or qualifications as
may be required under Federal or state securities
or "blue sky" laws, or in connection with the
listing of the Offered Shares on the New York
Stock Exchange, Inc. or, with respect to
requirements applicable to the Investor.
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(5) No stop order suspending the effectiveness of the
Registration Statement has been issued and no
proceeding for that purpose has been initiated or,
to the Company's knowledge, threatened by the
Commission. On the effective date of the
Registration Statement, the Registration Statement
and the prospectus included as part of the
Registration Statement fully conformed, and at the
date of the Closing, the Registration Statement
and the Prospectus will fully conform, in all
material respects with the applicable provisions
of the Securities Act and the applicable rules and
regulations of the Commission thereunder; on the
effective date of the Registration Statement, the
Registration Statement did not, and at the date of
the Closing, the Registration Statement will not,
contain an untrue statement of a material fact or
omit to state a material fact required to be
stated therein or necessary in order to make the
statements therein not misleading; on the
effective date of the Registration Statement, the
Prospectus did not, and at the date of the Closing
and on the date the Prospectus Supplement is filed
with the Commission pursuant to Rule 424(b) under
the Securities Act, the Prospectus will not,
contain an untrue statement of a material fact
necessary in order to make the statements therein,
in the light of the circumstances under which they
were made, not misleading; and on said dates the
documents incorporated by reference in the
Registration Statement and the Prospectus, taken
as a whole, fully conformed or will fully conform
in all material respects with the applicable
provisions of the Securities Exchange Act of 1934,
as amended, and the applicable rules and
regulations of the Commission thereunder, and,
when read together with the Prospectus on said
dates did not and will not contain an untrue
statement of a material fact or omit to state a
material fact required to be stated therein or
necessary to make the statements therein not
misleading.
(6) The unaudited financial statements of the Company
for the six month period ended November 30, 2001
included or incorporated by reference in the
Registration Statement and the Prospectus have
been prepared in conformity with generally
accepted accounting principles (except for the
footnotes and subject to customary audit
adjustments) applied on a consistent basis, are
consistent in all material respects with the books
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and records of the Company, and accurately present
in all material respects the financial position
and results of operations of the Company and its
subsidiaries as of and for the six month period
ended November 30, 2001.
(7) Neither the Company nor any of its subsidiaries
has sustained since the date of the latest audited
financial statements included or incorporated by
reference in the Prospectus any material loss or
interference with its business from fire,
explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or
court or governmental action, order or decree,
otherwise than as disclosed in or contemplated by
the Prospectus; and, since the respective dates as
of which information is given in the Registration
Statement and the Prospectus, there has not been
any material change in the capital stock or long-
term debt of the Company or any of its
subsidiaries, the Company and its subsidiaries
have not incurred any material liabilities or
obligations, direct or contingent, nor entered
into any material transactions not in the ordinary
course of business and there has not been any
material adverse change in or affecting the
general affairs, management, financial position,
stockholders' equity or results of operations of
the Company and its subsidiaries considered as a
whole, otherwise than as disclosed in or
contemplated by the Prospectus.
(8) Other than as set forth in the Prospectus, there
are no legal or governmental proceedings pending
to which the Company or any of its subsidiaries is
a party or of which any property of the Company or
any of its subsidiaries is the subject which,
taking into account the likelihood of the outcome,
the damages or other relief sought and other
relevant factors, would individually or in the
aggregate reasonably be expected to have a
material adverse effect on the consolidated
financial position, stockholders' equity or
results of operations of the Company and its
subsidiaries; to the best of the Company's
knowledge, no such proceedings are threatened or
contemplated by governmental authorities or
threatened by others.
(9) The Investor shall have no obligation with respect
to any fees incurred by the Company or any other
Person (other than the Investor, if the Investor
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has agreed in writing to pay such fees) or with
respect to any claims made by or on behalf of
other Persons for fees or commissions payable by
the Company to any broker, financial advisor or
consultant, finder, placement agent, investment
banker, bank or other Person, that may be due in
connection with the transactions contemplated by
this Agreement. The Company shall indemnify and
hold harmless the Investor, its employees,
officers, directors, trustees, partners, or any
affiliate of the Investor, from and against any
losses, claims, damages, costs (including the
costs of preparation and attorney's fees) and
expenses suffered in respect of such claimed or
existing fees incurred by the Company or any other
Person (other than the Investor, if the Investor
has agreed in writing to pay such fees), as such
fees and expenses are incurred.
(10) Neither the Company nor any other Person acting on
its behalf has provided the Investor or its agents
or counsel with any information that the Company
believes constitutes material, non-public
information.
5. CONDITIONS. The obligation of the Investor to purchase and
acquire the Investor Shares hereunder shall be subject to the
condition that all representations and warranties and other
statements of the Company shall be true and correct as of and on
each of the date of this Agreement and the date of the Closing,
the condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, and the
following additional conditions:
(a) The Prospectus Supplement shall have been filed with
the Commission pursuant to Rule 424(b) under the
Securities Act within the applicable time period
prescribed for such filing, and no stop order
suspending the effectiveness of the Registration
Statement or any part thereof shall have been issued an
no proceeding for that purpose shall have been
initiated or threatened by the Commission.
(b) The Company shall have secured the listing of the
Offered Shares on the New York Stock Exchange, Inc.
(subject to official notice of issuance).
6. MISCELLANEOUS.
(a) FEES AND EXPENSES. Each of the parties hereto shall be
responsible for their own expenses incurred in
connection with the transactions contemplated hereby.
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(b) BINDING AGREEMENT; ASSIGNMENT. This Agreement shall be
binding upon, and shall inure solely to the benefit of,
each of the parties hereto, and each of their
respective heirs, executors, administrators, successors
and permitted assigns, and no other person shall
acquire or have any right under or by virtue of this
Agreement. The Investor may not assign any of its
rights or obligations hereunder to any other person or
entity without the prior written consent of the
Company.
(c) ENTIRE AGREEMENT. This Agreement, including SCHEDULE I
hereto, constitutes the entire agreement among the
parties hereto with respect to the subject matter
hereof and may be amended only by written execution by
both parties. By executing this Agreement below, the
Investor agrees to be bound by all of the terms,
provisions, warranties, covenants and conditions
contained herein. Upon acceptance by the Company, this
Agreement shall be binding on both parties hereto.
(d) CONSENT TO JURISDICTION. THIS AGREEMENT SHALL BE
ENFORCED, GOVERNED AND CONSTRUED IN ALL RESPECTS IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS,
WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS
PRINCIPLES. FURTHERMORE, THE INVESTOR HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS
OF THE STATE OF ILLINOIS AND THE UNITED STATES OF
AMERICA FOR THE DISTRICT OF ILLINOIS IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT.
(e) NOTICES. All notices, requests, consents and other
communication hereunder shall be in writing, shall be
mailed by first class registered or certified mail, or
nationally recognized overnight express courier postage
prepaid, and shall be deemed given when so mailed and
shall be delivered as addressed as follows:
if to the Company, to:
AAR CORP.
One AAR Place, 0000 X. Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxx
President and Chief Executive Officer
with a copy mailed to:
AAR CORP.
One AAR Place, 0000 X. Xxxx Xxxx Xxxx
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Xxxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx, Esq.
Vice President, General Counsel and Secretary
or to such other person at such other place as the
Company shall designate to the Investor in writing; and
if to the Investor, at its address as set forth at the
end of this Agreement, or at such other address or
addresses as may have been furnished to the Company in
writing.
(f) COUNTERPARTS. This Agreement maybe executed in any
number of counterparts and by the parties hereto in
separate counterparts by facsimile, each of which when
so executed shall be deemed to be an original and all
of which taken together shall constitute one and the
same agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.
AAR CORP.
By:____________________________________
Name: Xxx Xxxxxxxxx
Title: Vice President and Chief
Financial Officer
Accepted and agreed to as of the date
first above written:
_____________________________________
Name of Investor (Print)
By:__________________________________
Name:
Title
Address:___________________________
___________________________
Telephone:____________________________
Facsimile:____________________________
Nominee (name in which Investor Shares are
to be registered, if different than name of
Investor)_____________________________
Address of Nominee:
_____________________________________
_____________________________________
Taxpayer ID. Number:
(if acquired in the name of a nominee, the
taxpayer ID. number of such nominee)
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SCHEDULE I
TO
STOCK PURCHASE AGREEMENT
Name of Investor:
Number of Offered Shares to be Purchased by Investor:
Per Share Purchase Price:
Aggregate Purchase Price:
Date of Closing:
WIRE INSTRUCTIONS
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