Purchase Agreement

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.14

February 27, 2004

LaSalle Business Credit, LLC, as Agent
135 South LaSalle Street
Chicago, Illinois 60603

Ladies and Gentlemen:

        Reference is made to (i) the Receivables Purchase Agreement dated as of March 21, 2003 (the "RPA") among AAR Receivables Corporation II, an Illinois corporation (the "ARC II"), AAR CORP., a Delaware corporation, as initial servicer, ("AAR"), and LaSalle Business Credit, LLC, a Delaware limited liability company, as agent (the "Agent") and (ii) the Purchase and Sale Agreement dated as of March 21, 2003 (the "PSA") among AAR Distribution, Inc., an Illinois corporation ("Distribution"), AAR Parts Trading, Inc., an Illinois corporation ("Parts"), AAR Manufacturing, Inc., an Illinois corporation ("Manufacturing"), AAR Engine Services, Inc., an Illinois corporation ("Engine") and AAR Allen Services, Inc., an Illinois corporation ("Allen", and together with Distribution, Parts, Manufacturing and Engine, being hereinafter referred to, individually as a "Originator, and collectively, as the "Originators"), ARC II and AAR. Capitalized terms used herein and not otherwise defined have the meaning given in RPA.

        Upon the acceptance hereof by the Agent, ARC II, AAR, the Agent and the Originators agree as follows:

        1.     Effective on February 27, 2004 and until five (5) Business Days after ARC II, AAR and the Originators give the Agent the notice described in Section 2 of this letter, the Purchase Limit shall be reduced to zero. Concurrently therewith (and as a condition thereto), ARC II shall pay to Agent, in immediately available funds by wire transfer as provided in the RPA, the aggregate outstanding Capital of the Purchased Interests, together with all accrued and unpaid Discount thereon and any unpaid expenses through such date. The parties hereto agree that such reduction to the Purchase Limit shall be effective notwithstanding the provisions of Section 1.1(b) of the RPA.

        2.     Effective five (5) Business Days after ARC II, AAR and the Originators provide notice to the Agent of the restoration of the Purchase Limit pursuant to this Section 2 and subject to (i) the other terms and conditions herein or in the RPA, the PSA and/or the other Transaction Documents and (ii) no Termination Event or Unmatured Termination Date shall have occurred, be continuing or would result therefrom, the Purchase Limit shall be restored to an amount not less than the amount of the Purchase Limit as in effect on February 27, 2004. No restoration pursuant to this Section 2 shall be effective if it were to occur after the Termination Day.

        3.     Until such time as the Purchase Limit has been restored pursuant to Section 2 of this letter (the "Restoration Date"), no Receivables created by any Originator from and including February 27, 2004 to and including the Restoration Date (the "Interim Liquidation Period"), nor any other Purchased Assets related thereto, shall be sold by any Originator to ARC II pursuant to Section 1.1(b) of the PSA (such Receivables are herein called the "Interim Receivables"). Effective upon the Restoration Date, each Originator agrees that all of such Originator's right, title and interest in each Interim Receivable then existing and owing to such Originator or thereafter arising (until the Termination Day), and all other Purchased Assets related thereto, shall thereupon commence being sold to and purchased by ARC II pursuant to and in accordance with the terms of the PSA. During the Interim Liquidation Period, ARC II shall continue to be the owner of all Purchased Assets acquired prior to February 27, 2004, and any purchases to be made by ARC II on or subsequent to the Restoration Date shall be made pursuant to true sales for good and equivalent consideration. Agent shall have the right, as a condition to the Restoration Date, to review the purchase and reinstatement procedures relating to the restoration of the Purchase Limit and the resumption of purchases under the RPA and the PSA and, to the extent Agent determines they are inconsistent with those procedures and limitations described in the opinion of counsel relating to "true sale" and "non-consolidatio