0001104659-08-008939 Sample Contracts

AAR CORP. (a Delaware corporation)
Purchase Agreement • February 11th, 2008 • Aar Corp • Aircraft & parts • New York

AAR CORP., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and the other Initial Purchaser named in Schedule A hereto (collectively, the “Initial Purchasers,” which term shall also include any initial purchaser substituted as hereinafter provided in Section 11 hereof), for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company and the purchase by the Initial Purchasers, acting severally and not jointly, of the respective principal amounts set forth in said Schedule A of $125,000,000 aggregate principal amount of the Company’s 1.625% Convertible Senior Notes due 2014 (the “2014 Notes”) and $100,000,000 aggregate principal amount of the Company’s 2.25% Convertible Senior Notes due 2016 (the “2016 Notes,” and together with the 2014 Notes, the “Initial Securities”), and with respect to the grant by

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Confirmation of OTC Convertible Note Hedge Date: February 5, 2008
Letter Agreement • February 11th, 2008 • Aar Corp • Aircraft & parts • New York
Confirmation of OTC Convertible Note Hedge
Letter Agreement • February 11th, 2008 • Aar Corp • Aircraft & parts • New York
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