0001104659-08-010832 Sample Contracts

AAR CORP.
Registration Rights Agreement • February 14th, 2008 • Aar Corp • Aircraft & parts • New York

AAR CORP., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 1.625% Convertible Senior Notes due 2014 (the “Securities”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

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AAR CORP. as Issuer, and U.S. Bank National Association, as Trustee INDENTURE Dated as of February 11, 2008 2.25% Convertible Senior Notes due 2016
Indenture • February 14th, 2008 • Aar Corp • Aircraft & parts • New York

INDENTURE, dated as of February 11, 2008, between AAR CORP., a Delaware corporation (the “Company”), and U.S. Bank National Association, a United States banking association, as trustee (the “Trustee”).

AAR CORP. as Issuer, and U.S. Bank National Association, as Trustee INDENTURE Dated as of February 11, 2008 1.625% Convertible Senior Notes due 2014
Indenture • February 14th, 2008 • Aar Corp • Aircraft & parts • New York

INDENTURE, dated as of February 11, 2008, between AAR CORP., a Delaware corporation (the “Company”), and U.S. Bank National Association, a United States banking association, as trustee (the “Trustee”).

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