0001047469-14-000734.txt : 20140210 0001047469-14-000734.hdr.sgml : 20140210 20140210133334 ACCESSION NUMBER: 0001047469-14-000734 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20140210 DATE AS OF CHANGE: 20140210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR CORP CENTRAL INDEX KEY: 0000001750 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] IRS NUMBER: 362334820 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850 FILM NUMBER: 14587544 BUSINESS ADDRESS: STREET 1: 1100 N WOOD DALE RD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 6302272000 MAIL ADDRESS: STREET 1: 1100 N WOOD DALE RD CITY: WOOD DALE STATE: IL ZIP: 60191 FORMER COMPANY: FORMER CONFORMED NAME: ALLEN AIRCRAFT RADIO INC DATE OF NAME CHANGE: 19700204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR Allen Services, Inc. CENTRAL INDEX KEY: 0001563167 IRS NUMBER: 364020612 STATE OF INCORPORATION: IL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-13 FILM NUMBER: 14587545 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Airinmar Ltd CENTRAL INDEX KEY: 0001563239 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-22 FILM NUMBER: 14587553 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Airinmar Holdings Ltd CENTRAL INDEX KEY: 0001563256 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-24 FILM NUMBER: 14587555 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AARIFS (342) LLC CENTRAL INDEX KEY: 0001562969 IRS NUMBER: 260229969 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-11 FILM NUMBER: 14587566 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AARIFS (23780) LLC CENTRAL INDEX KEY: 0001563199 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-04 FILM NUMBER: 14587571 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR Power Services, Inc. CENTRAL INDEX KEY: 0001563162 IRS NUMBER: 363180895 STATE OF INCORPORATION: IL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-14 FILM NUMBER: 14587546 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROWN INTERNATIONAL CORP CENTRAL INDEX KEY: 0001117337 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-17 FILM NUMBER: 14587548 BUSINESS ADDRESS: STREET 1: 2103 WEST FERRY WAY CITY: HUNTSVILLE STATE: AL ZIP: 35801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Airinmar Group Ltd CENTRAL INDEX KEY: 0001563209 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-23 FILM NUMBER: 14587554 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR Japan, Inc. CENTRAL INDEX KEY: 0001563187 IRS NUMBER: 383655764 STATE OF INCORPORATION: IL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-25 FILM NUMBER: 14587556 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aviation Maintenance Staffing, Inc. CENTRAL INDEX KEY: 0001562967 IRS NUMBER: 202466888 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-08 FILM NUMBER: 14587563 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AARIFS (290) LLC CENTRAL INDEX KEY: 0001563259 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-10 FILM NUMBER: 14587565 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AARIFS (25092) LLC CENTRAL INDEX KEY: 0001562956 IRS NUMBER: 205949561 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-02 FILM NUMBER: 14587569 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AARIFS (24750) LLC CENTRAL INDEX KEY: 0001563213 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-03 FILM NUMBER: 14587570 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR Parts Trading, Inc. CENTRAL INDEX KEY: 0001563161 IRS NUMBER: 630876624 STATE OF INCORPORATION: IL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-15 FILM NUMBER: 14587543 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EP Aviation, LLC CENTRAL INDEX KEY: 0001562976 IRS NUMBER: 542059107 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-16 FILM NUMBER: 14587547 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Telair International AB CENTRAL INDEX KEY: 0001563221 IRS NUMBER: 000000000 STATE OF INCORPORATION: V7 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-20 FILM NUMBER: 14587551 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR Aircraft Services, Inc. CENTRAL INDEX KEY: 0001562965 IRS NUMBER: 900168563 STATE OF INCORPORATION: IL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-09 FILM NUMBER: 14587564 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AARIFS (25093) LLC CENTRAL INDEX KEY: 0001562957 IRS NUMBER: 205950051 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-01 FILM NUMBER: 14587568 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR International, Inc. CENTRAL INDEX KEY: 0001563188 IRS NUMBER: 362551481 STATE OF INCORPORATION: IL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-05 FILM NUMBER: 14587558 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AARIFS (304) LLC CENTRAL INDEX KEY: 0001563193 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-31 FILM NUMBER: 14587561 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AARIFS (23779) LLC CENTRAL INDEX KEY: 0001563248 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-27 FILM NUMBER: 14587572 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR International Financial Services, L.L.C. CENTRAL INDEX KEY: 0001562921 IRS NUMBER: 364281013 STATE OF INCORPORATION: IL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-33 FILM NUMBER: 14587576 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AARIFS (315) LLC CENTRAL INDEX KEY: 0001563185 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-30 FILM NUMBER: 14587560 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AARIFS (662) LLC CENTRAL INDEX KEY: 0001563169 IRS NUMBER: 208824094 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-29 FILM NUMBER: 14587574 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR/SSB II, LLC CENTRAL INDEX KEY: 0001562923 IRS NUMBER: 364281013 STATE OF INCORPORATION: IL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-32 FILM NUMBER: 14587575 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AARIFS (23734) LLC CENTRAL INDEX KEY: 0001563245 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-28 FILM NUMBER: 14587573 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR Landing Gear LLC CENTRAL INDEX KEY: 0001563189 IRS NUMBER: 454127091 STATE OF INCORPORATION: FL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-06 FILM NUMBER: 14587559 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR Australia, L.L.C. CENTRAL INDEX KEY: 0001563200 IRS NUMBER: 000000000 STATE OF INCORPORATION: IL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-26 FILM NUMBER: 14587557 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AARIFS A320 LLC CENTRAL INDEX KEY: 0001562958 IRS NUMBER: 203697195 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-12 FILM NUMBER: 14587567 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR Airlift Group, Inc. CENTRAL INDEX KEY: 0001563054 IRS NUMBER: 593540727 STATE OF INCORPORATION: FL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-07 FILM NUMBER: 14587562 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nordisk Aviation Products AS CENTRAL INDEX KEY: 0001563218 IRS NUMBER: 000000000 STATE OF INCORPORATION: Q8 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-19 FILM NUMBER: 14587550 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR Aircraft & Engine Sales & Leasing, Inc. CENTRAL INDEX KEY: 0001562904 IRS NUMBER: 363180893 STATE OF INCORPORATION: IL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-34 FILM NUMBER: 14587577 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Telair International GmbH CENTRAL INDEX KEY: 0001563220 IRS NUMBER: 000000000 STATE OF INCORPORATION: 2M FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-21 FILM NUMBER: 14587552 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AAR Manufacturing, Inc. CENTRAL INDEX KEY: 0001562961 IRS NUMBER: 382413129 STATE OF INCORPORATION: IL FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: S-4/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-191850-18 FILM NUMBER: 14587549 BUSINESS ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 BUSINESS PHONE: 630-227-2000 MAIL ADDRESS: STREET 1: 1100 N. WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 S-4/A 1 a2218220zs-4a.htm S-4/A
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As filed with the Securities and Exchange Commission on February 10, 2014

Registration No. 333-191850

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 3
to

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AAR CORP.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  3720
(Primary Standard Industrial
Classification Code Number)
  36-2334820
(I.R.S. Employer
Identification No.)

One AAR Place
1100 N. Wood Dale Road
Wood Dale, Illinois 60191
(630) 227-2000

(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)

See Table of Additional Registrants Below


Robert J. Regan, Esq.
Vice President and General Counsel
AAR Corp.
One AAR Place
1100 N. Wood Dale Road
Wood Dale, Illinois 60191
(630) 227-2000

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 

Copy to:

Robert J. Minkus, Esq.
Schiff Hardin LLP
233 S. Wacker Drive, Suite 6600
Chicago, Illinois 60606
(312) 258-5500

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement.

         If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

         If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a
smaller reporting company)
  Smaller reporting company o

         If applicable, place a ý in the box to designate the appropriate rule provision relied upon in conducting this transaction:

         Exchange Act Rule 13e-4(i) (Cross-Border Issue Tender Offer)    o

         Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o

         The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   



Table of Additional Registrants(1)(2)(3)

Exact Name of Registrant as Specified in its Charter
  State or Other Jurisdiction of
Incorporation or Organization
  I.R.S. Employer
Identification No.
 

AAR Aircraft & Engine Sales & Leasing, Inc. 

  Illinois     36-3180893  

AAR International Financial Services, L.L.C. 

  Illinois     36-4281013  

AAR/SSB II, LLC

  Illinois     36-4438985  

AARIFS (304) LLC

  Delaware     00-0000000  

AARIFS (315) LLC

  Delaware     00-0000000  

AARIFS (662) LLC

  Delaware     20-8824094  

AARIFS (23734) LLC

  Delaware     00-0000000  

AARIFS (23779) LLC

  Delaware     00-0000000  

AARIFS (23780) LLC

  Delaware     00-0000000  

AARIFS (24750) LLC

  Delaware     00-0000000  

AARIFS (25092) LLC

  Delaware     20-5949561  

AARIFS (25093) LLC

  Delaware     20-5950051  

AARIFS A320 LLC

  Delaware     20-3697195  

AARIFS (342) LLC

  Delaware     26-0229969  

AARIFS (290) LLC

  Delaware     00-0000000  

AAR Aircraft Services, Inc. 

  Illinois     90-0168563  

Aviation Maintenance Staffing, Inc. 

  Delaware     20-2466888  

AAR Airlift Group, Inc. 

  Florida     59-3540727  

AAR Landing Gear LLC

  Florida     45-4127091  

AAR International, Inc. 

  Illinois     36-2551481  

AAR Australia, L.L.C. 

  Illinois     00-0000000  

AAR Japan, Inc. 

  Illinois     38-3655764  

Airinmar Holdings Limited(4)

  England and Wales     00-0000000  

Airinmar Group Limited(4)

  England and Wales     00-0000000  

Airinmar Limited(4)

  England and Wales     00-0000000  

Telair International GmbH(5)

  Germany     00-0000000  

Telair International AB(6)

  Sweden     00-0000000  

Nordisk Aviation Products AS(7)

  Norway     00-0000000  

AAR Manufacturing, Inc. 

  Illinois     38-2413129  

Brown International Corporation

  Alabama     63-0938781  

EP Aviation, LLC

  Delaware     54-2059107  

AAR Parts Trading, Inc. 

  Illinois     36-3180895  

AAR Power Services, Inc. 

  Illinois     36-4020610  

AAR Allen Services, Inc. 

  Illinois     36-4020612  

(1)
The address and telephone number for the principal executive offices of each of the Additional Registrants organized in the U.S. is One AAR Place, 1100 N. Wood Dale Road, Wood Dale, Illinois 60191, (630) 227-2000.

(2)
The name, address, including zip code, and telephone number, including area code, of agent for service for each of the Additional Registrants is Robert J. Regan, Esq., Vice President and General Counsel, AAR Corp., One AAR Place, 1100 N. Wood Dale Road, Wood Dale, Illinois 60191, (630) 227-2000.

(3)
Copies of communications to any Additional Registrant should be sent to Robert J. Minkus, Esq., Schiff Hardin LLP, 233 S. Wacker Drive, Suite 6600, Chicago, Illinois 60606, (312) 258-5500.

(4)
The address and telephone number for the principal executive offices of each of Airinmar Holdings Limited, Airinmar Group Limited and Airinmar Limited is 1 Ivanhoe Road, Hogwood Industrial Estate, Finchampstead, Wokingham, Berkshire, RG40 4QQ United Kingdom, +44 (0) 118 932 4018.

(5)
The address and telephone number for the principal executive offices of Telair International GmbH is Bodenschneidstraße 2, Miesbach, 83714 Germany, +49 (0) 8025 29-0.

(6)
The address and telephone number for the principal executive offices of Telair International AB is Porfyrvagen 14, Lund SE-24478, Sweden, +46 46 385 800.

(7)
The address and telephone number for the principal executive offices of Nordisk Aviation Products AS is Weidemanns Gate 8, Holmestrand 3080, Norway, +47 33 06 61 00.


EXPLANATORY NOTE

        This Amendment No. 3 is being filed for the purpose of filing Exhibits 5.3 and 5.4 to the Registration Statement (Registration No. 333-191850). No other changes or additions are being made to the Prospectus constituting Part I of the Registration Statement (not included herein) or to Part II of the Registration Statement.



PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers

        Article Fourteenth of AAR CORP.'s Restated Certificate of Incorporation provides that no director of AAR CORP. shall have personal liability to AAR CORP. or its stockholders for monetary damages for breach of fiduciary duty as a director, but this provision does not eliminate or limit the liability of a director (a) for any breach of the director's duty of loyalty to AAR CORP. or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under section 174 of the General Corporation Law of the State of Delaware (the "DGCL") or (d) for any transaction from which the director derived an improper personal benefit.

        Reference is made to Section 145 of the DGCL, which provides for indemnification of directors and officers in certain circumstances. Section 145 empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer, director, employee or agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation's best interests, and, for criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director actually and reasonably incurred.

        Article Fifteenth of AAR CORP.'s Restated Certificate of Incorporation provides for indemnification of AAR CORP's officers and directors (and those serving in such capacity with another corporation at the request of AAR CORP.) to the fullest extent provided by the DGCL and other applicable laws as currently in effect and as they may be amended in the future.

        AAR CORP. has directors' and officers' liability insurance which provides, subject to certain policy limits, deductible amounts and exclusions, coverage for all persons who have been, are or may in the future be, directors or officers of AAR CORP against amounts which such persons must pay resulting from claims made against them by reason of their being such directors or officers during the policy period for certain breaches of duty, omissions or other acts done or wrongfully attempted or alleged.

        AAR CORP. has entered into Indemnification Agreements with each of its directors and executive officers containing, among other things, provisions similar to those in AAR CORP.'s Restated Certificate of Incorporation, including provisions requiring indemnification to the full extent permitted by the DGCL and the prompt advancement of expenses under certain circumstances. In addition, the Indemnification Agreements require AAR CORP. to maintain directors' and officers' liability insurance at specified levels, subject to certain exceptions, and, if such coverage is not maintained, to indemnify the directors and executive officers to the full extent of such coverage.

        The charters and other organizational documents of each of the Guarantor Registrants allow for indemnification of the directors and officers thereof to the fullest extent permissible under applicable

II-1


law. Furthermore, as directors and officers of subsidiaries of AAR CORP., the directors and officers of each of the Guarantor Registrant's is entitled to indemnification by AAR CORP. to the same extent as directors and officers of AAR CORP. and are covered by AAR CORP.'s directors' and officers' liability insurance to the same extent as directors and officers of AAR CORP.

Item 21.    Exhibits and Financial Statement Schedules

        The Exhibits filed herewith are set forth on the Exhibit Index filed as part of this registration statement.

Item 22.    Undertakings

        (a)   Each of the undersigned Registrants hereby undertakes:

    (1)
    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

    (i)
    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.

    (ii)
    To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

    (iii)
    To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement.

    (2)
    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    (3)
    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

    (4)
    That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in this registration statement after the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is a part of this registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-2


    (5)
    That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each of the undersigned registrants undertakes that in a primary offering of securities of such undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications such undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

    (i)
    Any preliminary prospectus or prospectus of such undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

    (ii)
    Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned registrant or used or referred to by such undersigned registrant;

    (iii)
    The portion of any other free writing prospectus relating to the offering containing material information about such undersigned registrant or its securities provided by or on behalf of such undersigned registrant; and

    (iv)
    Any other communication that is an offer in the offering made by such undersigned registrant to the purchaser.

        (b)   Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933 each filing of AAR CORP.'s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   Each of the undersigned registrants hereby undertakes:

            (1)   That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

            (2)   That every prospectus: (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (d)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any registrant pursuant to the foregoing provisions or otherwise, the undersigned registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being

II-3


registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        (e)   Each of the undersigned registrants hereby undertakes:

            (1)   To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in the documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

            (2)   To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-4



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, AAR CORP. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 10th day of February 2014.

    AAR CORP.

 

 

By:

 

*

        Name:   David P. Storch
        Title:   Chairman and Chief Executive Officer


POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of AAR CORP., a Delaware corporation, hereby constitutes and appoints David P. Storch, John C. Fortson and Robert J. Regan, and each of them his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and including any filings pursuant to Rule 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective February 10, 2014 by the following persons in the capacities and on the dates indicated.

Name
 
Title

 

 

 

 

 
*

David P. Storch
  Chairman and Chief Executive Officer; Director (Principal Executive Officer)

*

Timothy J. Romenesko

 

President and Chief Operating Officer; Director

*

John C. Fortson

 

Vice President, Chief Financial Officer and Treasurer

*

Michael J. Sharp

 

Vice President and Controller (Principal Accounting Officer)

II-5


Name
 
Title

 

 

 

 

 
*

Anthony K. Anderson
  Director

*

Norman R. Bobins

 

Director

*

Michael R. Boyce

 

Director

*

Ronald R. Fogleman

 

Director

*

James E. Goodwin

 

Director

*

Patrick J. Kelly

 

Director

*

Peter Pace

 

Director

*

Marc J. Walfish

 

Director

*

Ronald B. Woodard

 

Director

*

 

/s/ ROBERT J. REGAN

Robert J. Regan
Attorney-in-Fact

 

 

II-6



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the companies listed below has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 10th day of February 2014.

    AARIFS (304) LLC
AARIFS (315) LLC
AARIFS (23734) LLC
AARIFS (23779) LLC
AARIFS (23780) LLC
AARIFS (25092) LLC
AARIFS (25093) LLC

 

 

By:

 

*

        Name:   Dany Kleiman
        Title:   Chief Executive Officer


POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of the above listed registrants, hereby constitutes and appoints David P. Storch, John C. Fortson and Robert J. Regan, and each of them his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and including any filings pursuant to Rule 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective February 10, 2014 by the following persons in the capacities and on the dates indicated.

Name
 
Title

 

 

 

 

 
*

Dany Kleiman
  Chief Executive Officer, Director/Manager (Principal Executive Officer)

*

John C. Fortson

 

Principal Financial Officer

*

Michael J. Sharp

 

Principal Accounting Officer

*

 

/s/ ROBERT J. REGAN

Robert J. Regan
Attorney-in-Fact

 

 

II-7



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the companies listed below has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 10th day of February 2014

    AAR Aircraft & Engine Sales & Leasing Inc.
AAR International Financial Services, LLC
AAR Aircraft Services, Inc.
Aviation Maintenance Staffing, Inc.
AAR International, Inc.
AAR Australia, LLC.
AAR Japan, Inc.
Airinmar Holdings Limited
Airinmar Group Limited
Airinmar Limited
AAR Manufacturing, Inc.
Brown International Corporation
AAR Parts Trading, Inc.
AAR Power Services, Inc.
AAR Allen Services, Inc.

 

 

By:

 

*

        Name:   Timothy J. Romenesko
        Title:   President (and in the case of Airinmar Holdings Limited and Airinmar Group Limited, President of its ultimate parent company, AAR International Inc.)


POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of the above listed registrants, hereby constitutes and appoints David P. Storch, John C. Fortson and Robert J. Regan, and each of them his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and including any filings pursuant to Rule 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

II-8


        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective February 10, 2014 by the following persons in the capacities and on the dates indicated.

Name
 
Title

 

 

 

 

 
*

Timothy J. Romenesko
  President, Director/Manager (Principal Executive Officer)

*

John C. Fortson

 

Principal Financial Officer

*

Michael J. Sharp

 

Principal Accounting Officer Authorized U.S. Representative where applicable

*

David P. Storch

 

Director/Manager

/s/ ROBERT J. REGAN

Robert J. Regan

 

Director/Manager

*

 

/s/ ROBERT J. REGAN

Robert J. Regan
Attorney-in-Fact

 

 

II-9



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the companies listed below has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 10th day of February 2014.

    AAR Airlift Group, Inc.
EP Aviation, LLC

 

 

By:

 

*

        Name:   Randy J. Martinez
        Title:   President and Chief Executive Officer


POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of the above listed registrants, hereby constitutes and appoints David P. Storch, John C. Fortson and Robert J. Regan, and each of them his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and including any filings pursuant to Rule 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective February 10, 2014 by the following persons in the capacities and on the dates indicated.

Name
 
Title

 

 

 

 

 
*

Randy J. Martinez
  President and Chief Executive Officer (Principal Executive Officer)

*

John C. Fortson

 

Principal Financial Officer

*

Michael J. Sharp

 

Principal Accounting Officer

*

David P. Storch

 

Director/Manager

II-10


Name
 
Title

 

 

 

 

 
/s/ ROBERT J. REGAN

Robert J. Regan
  Director/Manager

*

Timothy J. Romenesko

 

Director/Manager

*

 

/s/ ROBERT J. REGAN

Robert J. Regan
Attorney-in-Fact

 

 

II-11



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the companies listed below has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 10th day of February 2014.

    AARIFS (662) LLC
AARIFS (342) LLC

 

 

By:

 

*

        Name:   Dany Kleiman
        Title:   Chief Executive Officer


POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of the above listed registrants, hereby constitutes and appoints David P. Storch, John C. Fortson and Robert J. Regan, and each of them his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and including any filings pursuant to Rule 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective February 10, 2014 by the following persons in the capacities and on the dates indicated.

Name
 
Title

 

 

 

 

 
*

Dany Kleiman
  Chief Executive Officer, Director/Manager (Principal Executive Officer)

*

John C. Fortson

 

Principal Financial Officer

*

Michael J. Sharp

 

Principal Accounting Officer

*

Jeffrey Fleishmann

 

Director/Manager

*

Timothy J. Romenesko

 

Director/Manager

*

 

/s/ ROBERT J. REGAN

Robert J. Regan
Attorney-in-Fact

 

 

II-12



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, AARIFS (290) LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 10th day of February 2014.

    AARIFS (290) LLC

 

 

By:

 

*

        Name:   Dany Kleiman
        Title:   Chief Executive Officer


POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of AARIFS (290) LLC, a Delaware limited liability company, hereby constitutes and appoints David P. Storch, John C. Fortson and Robert J. Regan, and each of them his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and including any filings pursuant to Rule 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective February 10, 2014 by the following persons in the capacities and on the dates indicated.

Name
 
Title

 

 

 

 

 
*

Dany Kleiman
  Chief Executive Officer (Principal Executive Officer)

*

John C. Fortson

 

Principal Financial Officer

*

Michael J. Sharp

 

Principal Accounting Officer

*

David P. Storch

 

Manager of AAR International Financial Services, L.L.C., the sole member AARIFS A320 LLC, the sole member of the Registrant

II-13


Name
 
Title

 

 

 

 

 
*

Timothy J. Romenesko
  Manager of AAR International Financial Services, L.L.C., the sole member AARIFS A320 LLC, the sole member of the Registrant

/s/ ROBERT J. REGAN

Robert J. Regan

 

Manager of AAR International Financial Services, L.L.C., the sole member AARIFS A320 LLC, the sole member of the Registrant

*

 

/s/ ROBERT J. REGAN

Robert J. Regan
Attorney-in-Fact

 

 

II-14



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, AARIFS (24750) LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 10th day of February 2014.

    AARIFS (24750) LLC

 

 

By:

 

*

        Name:   Dany Kleiman
        Title:   Chief Executive Officer


POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of AARIFS (24750) LLC, a Delaware limited liability company, hereby constitutes and appoints David P. Storch, John C. Fortson and Robert J. Regan, and each of them his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and including any filings pursuant to Rule 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective February 10, 2014 by the following persons in the capacities and on the dates indicated.

Name
 
Title

 

 

 

 

 
*

Dany Kleiman
  Chief Executive Officer (Principal Executive Officer)

*

John C. Fortson

 

Principal Financial Officer

*

Michael J. Sharp

 

Principal Accounting Officer

*

Timothy J. Romenesko

 

Director/Manager

*

David P. Storch

 

Director/Manager

*

 

/s/ ROBERT J. REGAN

Robert J. Regan
Attorney-in-Fact

 

 

II-15



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, AAR/SSB II, LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 10th day of February 2014.

    AAR/SSB II, LLC

 

 

By:

 

*

        Name:   Timothy J. Romenesko
        Title:   President of AAR International Financial Services, L.L.C., the sole member of the Registrant


POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of AAR/SSB II, LLC, a Delaware limited liability company, hereby constitutes and appoints David P. Storch, John C. Fortson and Robert J. Regan, and each of them his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and including any filings pursuant to Rule 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective February 10, 2014 by the following persons in the capacities and on the dates indicated.

Name
 
Title

 

 

 

 

 
*

David P. Storch
  Director/Manager of AAR International Financial Services, L.L.C., the sole member of the Registrant (Principal Executive Officer)

*

John C. Fortson

 

Principal Financial Officer

*

Michael J. Sharp

 

Principal Accounting Officer

II-16


Name
 
Title

 

 

 

 

 
*

Timothy J. Romenesko
  President and Director/Manager of AAR International Financial Services, L.L.C., the sole member of the Registrant

/s/ ROBERT J. REGAN

Robert J. Regan

 

Director/Manager of AAR International Financial Services, L.L.C., the sole member of the Registrant

*

 

/s/ ROBERT J. REGAN

Robert J. Regan
Attorney-in-Fact

 

 

II-17



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, AARIFS A320 LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 10th day of February 2014.

    AARIFS A320 LLC

 

 

By:

 

*

        Name:   Dany Kleiman
        Title:   Chief Executive Officer


POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of AARIFS A320 LLC, a Delaware limited liability company, hereby constitutes and appoints David P. Storch, John C. Fortson and Robert J. Regan, and each of them his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and including any filings pursuant to Rule 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective February 10, 2014 by the following persons in the capacities and on the dates indicated.

Name
 
Title

 

 

 

 

 
*

Dany Kleiman
  Chief Executive Officer (Principal Executive Officer)

*

John C. Fortson

 

Principal Financial Officer

*

Michael J. Sharp

 

Principal Accounting Officer

*

David P. Storch

 

Director/Manager of AAR International Financial Services, L.L.C., the sole member of the Registrant

II-18


Name
 
Title

 

 

 

 

 
*

Timothy J. Romenesko
  Director/Manager of AAR International Financial Services, L.L.C., the sole member of the Registrant

/s/ ROBERT J. REGAN

Robert J. Regan

 

Director/Manager of AAR International Financial Services, L.L.C., the sole member of the Registrant

*

 

/s/ ROBERT J. REGAN

Robert J. Regan
Attorney-in-Fact

 

 

II-19



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, AAR Landing Gear LLC has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 10th day of February 2014.

    AAR Landing Gear LLC

 

 

By:

 

*

        Name:   Timothy J. Romenesko
        Title:   President


POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of AAR Landing Gear LLC, hereby constitutes and appoints David P. Storch, John C. Fortson and Robert J. Regan, and each of them his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and including any filings pursuant to Rule 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective February 10, 2014 by the following persons in the capacities and on the dates indicated.

Name
 
Title

 

 

 

 

 
*

Timothy J. Romenesko
  President of AAR Landing Gear LLC; Director/Manager of AAR Airlift Group, Inc., sole member of the Registrant (Principal Executive Officer)

*

John C. Fortson

 

Principal Financial Officer

*

Michael J. Sharp

 

Principal Accounting Officer

*

David P. Storch

 

Director/Manager of AAR Airlift Group, Inc., sole member of the Registrant

/s/ ROBERT J. REGAN

Robert J. Regan

 

Director/Manager of AAR Airlift Group, Inc., sole member of the Registrant

*

 

/s/ ROBERT J. REGAN

Robert J. Regan
Attorney-in-Fact

 

 

II-20



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Nordisk Aviation Products AS has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 10th day of February 2014.

    Nordisk Aviation Products AS

 

 

By:

 

*

        Name:   Timothy J. Romenesko
        Title:   Principal Executive Offer


POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of Nordisk Aviation Products AS, hereby constitutes and appoints David P. Storch, John C. Fortson and Robert J. Regan, and each of them his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and including any filings pursuant to Rule 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective February 10, 2014 by the following persons in the capacities and on the dates indicated.

Name
 
Title

 

 

 

 

 
*

John C. Fortson
  Principal Financial Officer

*

Michael J. Sharp

 

Principal Accounting Officer Authorized U.S. Representative

*

David P. Storch

 

Director

*

Timothy J. Romenesko

 

Director (Principal Executive Officer)

II-21


Name
 
Title

 

 

 

 

 
*

Heidi Oddvik
  Director

*

Ingar Aas Haug

 

Director

*

Mathijs Pietronella Maria Van Vugt

 

Director

*

 

/s/ ROBERT J. REGAN

Robert J. Regan
Attorney-in-Fact

 

 

II-22



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Telair International GmbH has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 10th day of February 2014.

    Telair International GmbH

 

 

By:

 

*

        Name:   Axel Hauner
        Title:   President & Managing Director


POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of Telair International GmbH, hereby constitutes and appoints David P. Storch, John C. Fortson and Robert J. Regan, and each of them his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and including any filings pursuant to Rule 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective February 10, 2014 by the following persons in the capacities and on the dates indicated.

Name
 
Title

 

 

 

 

 
*

Axel Hauner
  President & Managing Director (Principal Executive Officer)

*

John C. Fortson

 

Principal Financial Officer

*

Michael J. Sharp

 

Principal Accounting Officer Authorized U.S. Representative

*

 

/s/ ROBERT J. REGAN

Robert J. Regan
Attorney-in-Fact

 

 

II-23



SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Telair International AB has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wood Dale, State of Illinois, on this 10th day of February 2014.

    Telair International AB

 

 

By:

 

*

        Name:   Anders Helmner
        Title:   President and Chief Executive Officer


POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of Telair International AB, hereby constitutes and appoints David P. Storch, John C. Fortson and Robert J. Regan, and each of them his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments and including any filings pursuant to Rule 462(b) under the Securities Act of 1933) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed effective February 10, 2014 by the following persons in the capacities and on the dates indicated.

Name
 
Title

 

 

 

 

 
*

Anders Helmner
  President and Chief Executive Officer; Director (Principal Executive Officer)

*

John C. Fortson

 

Principal Financial Officer

*

Michael J. Sharp

 

Principal Accounting Officer Authorized U.S. Representative

*

Timothy J. Romenesko

 

Director

*

Axel Hauner

 

Director

*

 

/s/ ROBERT J. REGAN

Robert J. Regan
Attorney-in-Fact

 

 

II-24



EXHIBIT INDEX

 
  Index    
  Exhibits
  4.   Instruments defining the rights of security holders     4.1   Indenture dated as of January 23, 2012, governing the 7.25% Senior Notes Due 2022, by and among AAR, certain subsidiary guarantors identified therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to AAR CORP.'s Current Report on Form 8-K dated January 23, 2012).

 

 

 

 

 

 

4.2

 

Supplemental Indenture dated as of November 30, 2012, by and among AAR, certain additional guarantors identified therein and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to AAR CORP.'s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2012).

 

 

 

 

 

 

4.3

 

Form of 7.25% Note due 2022 (incorporated by reference to Exhibit 4.1 to AAR CORP.'s Current Report on Form 8-K dated April 16, 2013).

 

 

 

 

 

 

4.4

 

Registration Rights Agreement, dated as of April 15, 2013, among AAR, the guarantors identified therein, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and RBS Securities Inc. (incorporated by reference to Exhibit 4.2 to AAR CORP.'s Current Report on Form 8-K dated April 16, 2013).

 

5.

 

Opinion regarding legality

 

 

5.1

 

Opinion of Schiff Hardin LLP*

 

 

 

 

 

 

5.2

 

Opinion of Winston & Strawn London LLP*

 

 

 

 

 

 

5.3

 

Opinion of Graf von Westphalen**

 

 

 

 

 

 

5.4

 

Opinion of Baker & McKenzie Advokatbyrå KB**

 

 

 

 

 

 

5.5

 

Opinion of Arntzen de Besche Advokatfirma AS*

 

 

 

 

 

 

5.6

 

Opinion of Sirote & Permutt, P.C.*

 

 

 

 

 

 

5.7

 

Opinion of Carlton Fields Jorden Burt, P.A.*

 

12.

 

Statements re computation of ratios

 

 

12.1

 

Statement of computation of ratio of earnings to fixed charges*

II-25


 
  Index    
  Exhibits
  23.   Consents of experts and counsel     23.1   Consent of Schiff Hardin LLP (included in its opinion filed as Exhibit 5.1)

 

 

 

 

 

 

23.2

 

Consent of Independent Registered Public Accounting Firm*

 

 

 

 

 

 

23.3

 

Consent of Winston & Strawn London LLP (included in its opinion filed as Exhibit 5.2)

 

 

 

 

 

 

23.4

 

Consent of Graf von Westphalen (included in its opinion filed as Exhibit 5.3)

 

 

 

 

 

 

23.5

 

Consent of Baker & McKenzie Advokatbyrå KB (included in its opinion filed as Exhibit 5.4)

 

 

 

 

 

 

23.6

 

Consent of Arntzen de Besche Advokatfirma AS (included in its opinion filed as Exhibit 5.5)

 

 

 

 

 

 

23.7

 

Consent of Sirote & Permutt, P.C. (included in its opinion filed as Exhibit 5.6)

 

 

 

 

 

 

23.8

 

Consent of Carlton Fields Jorden Burt, P.A. (included in its opinion filed as Exhibit 5.7)

 

24.

 

Power of attorney

 

 

24.1

 

Powers of attorney are granted by the persons executing this registration statement as set forth on the signature page

 

25.

 

Statement of eligibility of Trustee

 

 

25.1

 

Form T-1 Statement of Eligibility of U.S. Bank National Association to act as trustee with respect to Senior Debt Securities*

 

99.

 

Additional exhibits

 

 

99.1

 

Form of Letter of Transmittal*

 

 

 

 

 

 

99.2

 

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees*

 

 

 

 

 

 

99.3

 

Form of Letter to Clients*

 

 

 

 

 

 

99.4

 

Form of Tax Guidelines*

*
Previously filed

**
Filed herewith

II-26




QuickLinks

Table of Additional Registrants(1)(2)(3)
EXPLANATORY NOTE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
EX-5.3 2 a2218220zex-5_3.htm EX-5.3

Exhibit 5.3

 

 

 

Robert Alan Heym

 

Rechtsanwalt, Dipl.-Kfm.

 

 

 

Assistant: Susanne Kast

AAR CORP

T +49 89 689077-231

1100 North Wood Dale Road

F +49 89 689077-100

Wood Dale, Illinois 60191

r.heym@gvw.com

USA

 

 

Maximiliansplatz 10 ¦ Im Luitpoldblock

 

80333 München

 

10 February 2014

 

AAR CORP.

7¼% Senior Notes due 2022

 

Ladies and Gentlemen:

 

We have acted as special legal advisers (Rechtsanwälte) to Telair International GmbH, a limited liability company formed under the laws of Germany, having its registered office at Bodenschneidstraße 2, 83714 Miesbach, Germany, registered with the commercial register of the Local Court of Munich under HRB 41226 (the “German Guarantor” or “Company”) and an indirect subsidiary of AAR CORP., a Delaware corporation (the “Parent”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of up to $150 million of the Parent’s 7¼% Senior Notes due 2022 (the “Exchange Notes”) and related subsidiary guarantees to be issued pursuant to an indenture dated as of January 23, 2012 (the “Indenture”), as supplemented as of November 30, 2012 (the “Supplemental Indenture”) by and among the Parent, the Guarantors signatory thereto (including the German Guarantor) and U.S. Bank, National Association, as trustee (the “Trustee”). The Exchange Notes will be offered in exchange for the Parent’s outstanding 7¼% Senior Notes due 2022 issued in an exempt offering pursuant to Rule 144A of the Securities Act on April 15, 2013.

 

This Legal Opinion is being delivered to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act for filing as an exhibit to the Registration Statement on Form S-4 (the “Registration Statement”), being filed by the Parent and certain of its subsidiaries (including the German Guarantor) with

 

 



 

 

the Securities and Exchange Commission (the “Commission”) on or about the date hereof.

 

1.                                      Documents Reviewed

 

For the purpose of this Legal Opinion, we have examined copies of the following documents as well as all other documents available to us that we deemed necessary to form our opinion from a German legal perspective (together the “Documents”):

 

1.1                               an online excerpt from the electronic data base of the commercial register portal of the German Federal States (Gemeinsames Registerportal der Länder) of the German Guarantor dated October 11, 2013 10:06 a.m. (the “Guarantor Excerpt”);

 

1.2                               a copy of the Articles of Association (Gesellschaftsvertrag) of the German Guarantor dated May 16, 2012;

 

1.3                               a copy of the list of shareholders (Gesellschafterliste) of the German Guarantor dated December 2, 2011;

 

1.4                               a copy of the Indenture and the Supplemental Indenture;

 

1.5                               a copy of the registration statement (the “Registration Statement”);

 

1.6                               a copy of the draft of the form of the Registered Notes;

 

1.7                               a copy of the Prospectus dated December 10, 2013 (the “Preliminary Prospectus”);

 

1.8                               a copy of the executed Shareholders´ Resolution of the sole shareholder of the German Guarantor as of April 2013 resolving upon the issuance of the guarantee in connection with the issuance of the Exchange Notes by the German Guarantor and

 

1.9                               a copy of the executed Shareholders´ Resolution of the sole shareholder of the German Guarantor as of November 2012 resolving upon the execution of the Supplemental Indenture by the German Guarantor.

 

Items 1.4 to 1.7 above are hereinafter collectively referred to as the “Transaction Documents”.

 

2



 

 

2.                                      Assumptions

 

In considering the Documents and rendering this Legal Opinion we have assumed without further enquiry that:

 

2.1                               all documents supplied to us as copies conform with the relevant originals;

 

2.2                               all documents submitted to us whether as originals or copies are authentic and complete;

 

2.3                               the signatures on each document supplied to us are the genuine signatures of the individuals which we have been informed have signed each such document;

 

2.4                               the documents which have been examined by us in draft or specimen form will be or have been executed in the form of that draft or specimen;

 

2.5                               nothing in this Legal Opinion is affected by any document other than the Documents;

 

2.6                               any powers of attorney used for the execution of any Documents were validly conferred to the relevant persons who have executed on behalf of any party (other than the German Guarantor) to any of the Documents and that none of the powers of attorney or sub-powers of attorney used for such purpose has been revoked prior to the execution of any Document;

 

2.7                               all statements of fact made in the Documents are correct;

 

2.8                               the commercial register excerpts are accurate and complete as of their respective dates and no changes to the facts related therein have occurred between the date each such excerpt was issued and the date hereof;

 

2.9                               all individuals who have executed or, in case of resolutions, passed and delivered on behalf of the parties thereto any of the Documents have and had at all relevant times (i) full legal capacity (Geschäftsfähigkeit) and (ii) power to validly represent (Vertretungsmacht) the relevant parties (other than the German Guarantor), in executing and delivering the Documents;

 

2.10                        the Exchange Notes will be issued as described in the Registration Statement;

 

3



 

 

2.11                        the Exchange Notes will be in substantially the form attached to the Indenture and that any information omitted from such form will be properly added;

 

2.12                        Insofar as the Transaction Documents are not subject to German law, they comply with the respective applicable laws, e.g. the Laws of the State of New York (USA);

 

2.13                        the terms and provisions of each of the Documents and the execution, delivery, performance and enforcement of any Document by or against any party thereto or any other persons affected thereby (including without limitation the obtaining of all necessary consents, licenses, approvals and authorisations, the making of all necessary filings, lodgements, registrations and notifications and the payment of all stamp duties and other documentary taxes) duly comply with all relevant laws (other than those of the Federal Republic of Germany) as may apply thereto;

 

2.14                        the obligations of the German Guarantor under the Transaction Documents constitute legal, valid and binding obligations of the German Guarantor under the Laws of the State of New York (USA).

 

3.                                      Laws Considered

 

3.1                               The undersigned is a member of the bar association (Rechtsanwaltskammer) in Munich and licensed as an attorney (Rechtsanwalt) in Germany. The Legal Opinion therefore is limited to matters of German law as presently in effect. We have not investigated and do not express or imply any opinion with respect to the laws of any other jurisdiction.

 

3.2                               We have not been instructed to review any accounting (Rechnungswesen), tax (Abgaben- und Steuerrecht) or regulatory (Aufsichtsrecht) matters and any reference to German law in this opinion shall exclude the laws relating to such matters.

 

4.                                      Opinion

 

Subject to the assumptions, qualifications and limitations stated in this Legal Opinion and to any factual matters or documents not disclosed to us which would affect the conclusions set out below, we are — as to the date hereof — of the following opinions:

 

4



 

 

4.1                               Mr. Axel Hauner was duly authorised and empowered to act in the name and on behalf of the German Guarantor and execute, severally and with single signature, the Transaction Documents.

 

4.2                               The Transaction Documents have been duly authorized and executed by the German Guarantor insofar as the German Guarantor is a party to these documents.

 

5.                                      Qualifications

 

This Legal Opinion is subject to the following limitations and qualifications:

 

5.1                               For the purposes of the Legal Opinion we have relied on the correctness and completeness of the register excerpts obtained from the electronic data base of the commercial register portal of the German Federal States (Gemeinsames Registerportal der Länder). Pursuant to the applicable legal provisions, entries in the commercial register are made by qualified legal personnel upon review of the relevant documents. Although excerpts from the commercial register do not necessarily constitute conclusive evidence of the matters reflected therein, they are as a practical matter, for business purposes, considered sufficient proof of the facts stated therein.

 

5.2                               The Legal Opinion is limited to the matter stated herein and no opinion may be implied or inferred beyond the matters expressly stated herein.

 

5.3                               This Legal Opinion does not address any matters related to the  enforceability of the obligations of Telair International GmbH under the Transaction Documents. Such enforcement is subject to the nature or the remedies available in the courts of Germany, the acceptance of such courts of jurisdiction, the powers of such courts to stay proceedings and other principles of law and equity and other procedures of general application. Furthermore provisions requiring payment of default interest or amounts payable consequent on a default may not be enforceable if construed as a penalty or interest on interest.

 

5



 

 

5.4                               If a German court considers it to be impossible, contrary to fundamental rules of equity (“Treu und Glauben”), or against public policy (incl. usury laws) for an obligation to be performed such obligation would be held void and general German law requirements of fair dealing and public policy may lead to equitable rights being upheld in German courts or may render the contracts or commitments void, voidable or unenforceable.

 

5.5                               The effectiveness and/or enforceability of the Transaction Documents against the German Guarantor is subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and similar laws affecting creditors’ rights generally and general principles of equity (regardless of whether such principles are considered in a proceeding in equity or law) and general principles of share capital protection (“Kapitalerhaltungsrecht”) under German law.

 

6.                                      Observations

 

6.1                               We have not been responsible for investigating or verifying the accuracy of any facts, or statements of foreign law, nor the reasonableness of any statements of opinion contained in the Documents. Moreover, we have not conducted any due diligence of factual matters for the purposes of the Legal Opinion and our Legal Opinion does not purport to express or imply any opinion with regard to such matters. Nothing in the Legal Opinion should be taken as expressing an opinion with respect to the representations and warranties, or other factual statements, contained in any of the documents referred to above.

 

6.2                               The opinions contained herein are expressions of professional judgment regarding the legal matters addressed.

 

6.3                               The Legal Opinion speaks as of its date only and we do not assume any obligation to update this opinion or to inform you of any changes to any of the facts or laws of other matters referred to in this Legal Opinion.

 

6.4                               This opinion letter is based as to matters of law solely on the applicable provisions of the German Law. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.

 

7.                                      Reliance

 

7.1                               Pursuant to the Indenture and the Supplemental Indenture this Legal Opinion is addressed to the Parent and may further be relied upon by any purchaser of the Exchange Notes (the “Third Party Beneficiaries”).

 

6



 

 

7.2                               It may also be relied upon by the Commission for information purposes as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included therein. In giving this opinion, we do not thereby admit that we are within the category of persons whose consent is required by the Securities Act or the rules and regulations of the Commission.

 

7.3                               It may not, without our prior written consent, be relied upon for any other purpose or be disclosed to or relied upon by any other person save that it may be disclosed without such consent to:

 

(a)           any person to whom disclosure is required to be made by applicable law or court order or pursuant to the rules or regulations of any supervisory or regulatory body or in connection with any judicial proceedings;

 

(b)           the officers, employees, auditors and professional advisers of the addressee;

 

(c)           any affiliate of any addressee and the officers, employees, auditors and professional advisers of such affiliate;

 

on the basis that (i) such disclosure is made solely to enable any such person to be informed that an opinion has been given and to be made aware of its terms but not for the purposes of reliance, (ii) we do not assume any duty or liability to any party to whom such disclosure is made and (iii) (other than in relation to disclosure under paragraph (a)) such party agrees not to further disclose this Legal Opinion or its contents to any other person, other than as permitted above, without our prior written consent.

 

7



 

 

Very truly yours,

 

/s/ Robert Alan Heym, on behalf of
Graf von Westphalen Rechtsanwälte Steuerberater Partnerschaft

 

8



EX-5.4 3 a2218220zex-5_4.htm EX-5.4

Exhibit 5.4

 

 

 

Baker & McKenzie Advokatbyrå KB

 

 

Vasagatan 7

 

 

P.O. Box 180

 

 

SE-101 23 Stockholm

 

 

 

 

 

Tel: +46 8 566 177 00

 

 

Fax: +46 8 566 177 99

 

 

stockholm@bakermckenzie.com

 

 

www.bakermckenzie.com

 

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Washington, DC

 

Stockholm, February 3, 2014

 

To:

 

AAR CORP.
1100 North Wood Dale Road
Wood Dale, Illinois 60191

 

(the “Addressee”)

 

Dear Ladies and Gentlemen:

 

We have acted as special counsel to Telair International AB, a company incorporated under the laws of Sweden (the “Guarantor”) with corporate registration number 556275-8986, and an indirect subsidiary of AAR CORP., a Delaware corporation (the “Parent”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of $150 million of the Parent’s 7-1/4% Senior Notes due 2022 (the “Exchange Notes”) and related subsidiary guarantees to be issued pursuant to an Indenture, dated as of January 23, 2012 and supplemented by a First Supplemental Indenture thereto dated as of November 30, 2012 (the “Supplemental Indenture”) (as so supplemented, the “Indenture”) by and among the Company, the Guarantors signatory thereto (including the Guarantor) and U.S. Bank, National Association, as Trustee (the “Trustee”).  The Exchange Notes will be offered in exchange for the Parent’s outstanding 7-1/4% Senior Notes due 2022 issued in an exempt offering pursuant to Rule 144A of the Securities Act on April 15, 2013 (the “Exchange Offer”).  This opinion is being delivered to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act for filing as an exhibit to the Registration Statement on Form S-4 (the “Registration Statement”), being filed by the Parent and certain of its subsidiaries (including the Guarantor) with the Securities and Exchange Commission (the “Commission”) on or about the date hereof.

 

A.                Basis of Opinion

 

For the purpose of this opinion we have examined the following documents:

 

1.                  an electronic copy of the executed Indenture;

 

Baker & McKenzie Advokatbyrå KB is a member of Baker & McKenzie International, a Swiss Verein.

 



 

2.                   an electronic copy of the executed Supplemental Indenture;

 

3.                  the Registration Statement;

 

4.                  a certificate of registration (Sw. registreringsbevis) for the Guarantor issued by the Swedish Companies Registration Office (.Sw. Bolagsverket), dated February 3, 2014 at 10.36 pm, showing relevant entries in the Swedish Company Register (Sw. aktiebolagsregistret) (the “Registration Certificate”);

 

5.                  the articles of association (Sw. bolagsordning) for the Guarantor adopted on May 28, 2012; and

 

6.                  a copy of the minutes from a board meeting held by the Guarantor dated May 13, 2013 (the “Board Minutes”);

 

The documents referred to above in paragraphs 1 — 2 are herein collectively referred to as the “Agreements” and each as an “Agreement”.

 

As to matters of fact material to our opinions herein, we have relied on certificates and statements from officers and other employees of the Company, public officials and other appropriate persons.

 

In addition, we have examined such other agreements, documents and records as we have deemed necessary or appropriate for the purpose of rendering this opinion.

 

B.                Assumptions

 

In rendering this opinion we have assumed, without independent investigation, the following:

 

1.                  that the Indenture has been duly authorised and executed by or on behalf of each of the parties thereto (other than the Guarantor) and is valid and binding on, and enforceable against each of the parties thereto (other than the Guarantor) and that the performance of the transactions contemplated by the Indenture is within the capacity and powers of each of them (other than the Guarantor);

 

2.                  that all necessary consents, authorisations and approvals required in any relevant jurisdiction (other than Sweden) for the execution and performance of the transactions contemplated by the Agreements and the Registration Statement by each of the parties thereto have been, or will be, obtained and that all necessary notices, filings, registrations and recordings required in any applicable jurisdiction (other than Sweden) in respect of the Agreements and the Registration Statement have been, or will be, given or effected in accordance with the laws and regulations of every such applicable jurisdiction;

 

3.                  that all parties to the Indenture (other than the Guarantor) have been duly incorporated and are validly existing under their laws of the relevant jurisdiction;

 

2



 

4.                  the genuineness of all signatures on all documents and the completeness and the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and the accuracy and veracity of all such original documents;

 

5.                  that where a document has been examined by us in draft form, it will be or has been executed in the form of that draft, and where a number of drafts of a document have been examined by us, all changes thereto have been marked or otherwise drawn to our attention;

 

6.                  the accuracy and completeness of all matters of fact in the certificates, records, agreements, instruments and documents that we have examined of any other information set out in public registers or that has otherwise been supplied or disclosed to us;

 

7.                  that the obligations under the Agreements are and will be observed and performed by the parties to them in accordance with their terms; and that the execution, implementation or performance of the Agreements will not contravene any other contractual arrangements of the parties that may have an impact on the validity or enforceability of the Agreements;

 

8.                  that the Agreements have been entered into for bona fide commercial reasons and on arm’s-length terms by each of the parties thereto;

 

9.                  that all agreements or documents which are governed by the laws of any jurisdiction other than Sweden are under such laws legal, valid, binding and enforceable according to the terms and conditions of the agreements or document; and that there is no provision of the law of any jurisdiction, other than Sweden, which would have any implication in relation to the opinions expressed herein;

 

10.           that the guarantee provided by the Guarantor under the Indenture constitutes a duly created and valid security or security in favour of the secured parties under any laws other than Swedish law, enforceable against the Guarantor in any other jurisdiction than Sweden;

 

11.           that the Exchange Notes will be issued as described in the Registration Statement;

 

12.           that the Exchange Notes will be in substantially the form attached to the Indenture and that any information omitted from such form will be properly added;

 

13.          that the Indenture (including the Supplemental Indenture) and the Exchange Notes comply with applicable provisions of the laws of the State of New York;

 

14.           that the Guarantor has its centre of main interest (as defined in Council Regulation (EC) No 1346/2000 of 29 May 2000) in Sweden;

 

3



 

15.           except as registered in the Swedish Company Register kept by the Swedish Companies Registration Office, that the Guarantor has not taken any corporate action nor have any steps been taken or legal proceedings been initiated against the Guarantor for insolvency, bankruptcy, liquidation, winding-up, dissolution, re-organization, rehabilitation, administration or any other similar proceedings or for the appointment of a liquidator, receiver or administrative receiver, or an administrator, trustee or similar officer of the Guarantor or of any or all of its respective assets; and

 

16.           that the copies produced to us of minutes of meetings and/or resolutions are true copies and correctly record the proceedings at such meetings and/or the subject matter which they purport to record; and that any meetings referred to in such copies were duly convened and held and that all resolutions set out in such copies were duly passed.

 

C.                Opinion

 

Based on the foregoing assumptions and subject to the qualifications below, we are of the opinion that with respect to Swedish law:

 

1.                  The Guarantor is duly incorporated and is validly existing under the laws of Sweden as a private limited liability company with full power, authority and legal right to carry on business and to own property;

 

2.                  The Supplemental Indenture has been duly authorized, executed and delivered by the Guarantor.

 

3.                  When (A) the Registration Statement has been declared effective, and (B) the Exchange Notes have been duly executed by the Parent and authenticated by the Trustee in accordance with the terms of the Indenture and duly issued and delivered against exchange of the Original Notes as described in the Registration Statement, the Note Guarantee of the Exchange Notes by the Guarantor (pursuant to, and as defined in, the Indenture) will constitute a legal, valid and binding obligation of the Guarantor, enforceable against such Guarantor in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization and similar laws affecting creditors’ rights generally.

 

D.                Qualifications

 

This opinion is subject to the following additional qualifications:

 

1.                  Pursuant to the Swedish Contracts Act 1915 (as amended) and general equitable principles of the law of contract and obligations, a contract term may be modified or set aside if it is adjudged to be unreasonable. Where any party to an agreement is vested with a discretion or may determine a matter in its opinion or at its discretion, Swedish law may require that such discretion be exercised reasonably or that such opinion be based on reasonable grounds and a provision that a certain determination

 

4



 

is conclusive and binding will not serve to prevent or preclude judicial enquiry into the merits of any claim by an aggrieved party;

 

2.                  Provisions in an agreement specifying that provisions thereof may only be amended or waived in writing may not be enforceable to the extent that an oral agreement or implied agreement in trade practice or course of conduct has been created modifying provisions of the agreement;

 

3.                  The term ‘enforceable’ when used herein means that the relevant obligation is of a type which Swedish courts would uphold; it does not mean that such an obligation will necessarily be enforced in all respects in accordance with its terms; in particular, the availability in Swedish courts or from arbitral tribunals sitting in, or applying the procedural laws of, Sweden of certain remedies (such as injunction and specific performance) may be restricted under the laws of Sweden, and are at the discretion of the courts or such arbitral tribunals;

 

4.                  Any provision in the Agreements which constitutes, or purports to constitute, a restriction on the exercise of any statutory power by any party or any person may be ineffective; and any provision of the Agreements stating that a failure or delay on the part of any party in exercising any right or remedy under the Agreements shall not operate as a waiver of such right or remedy may be ineffective;

 

5.                  Enforcement in Sweden of the right of a party under the Agreements may be limited by general time bar provisions;

 

6.                  Swedish law permits the introduction of evidence extrinsic to an agreement to modify the terms or the interpretation of the agreement;

 

7.                  It is not established by judicial precedent or otherwise by law that a power of attorney can be made irrevocable and it is therefore submitted that any power of attorney can be revoked and that they will terminate by operation of law and without notice at the bankruptcy or temporal demise of the party giving such powers;

 

8.                  The right to recover damages for breach of contract or in delict or tort may be limited to the extent the aggrieved party could have avoided or mitigated damages by reasonable efforts;

 

9.                  To the extent that an undertaking of the Guarantor, such as the provision of security or a guarantee or the assumption of joint and several liability for payments with other companies, would constitute a distribution of assets (Sw. värdeöverföring) to another party and such distribution exceeds the distributable reserves of the Guarantor at the time when the undertaking is given, the validity of such undertaking is subject to the condition that sufficient corporate benefit accrues to the Guarantor or that the Guarantor receives consideration on market terms for its undertaking;

 

5



 

10.           Chapter 21, Section 1 and 3 of the Swedish Companies Act 2005 prohibit the Guarantor from providing security (including guarantees) with respect to the obligations of a shareholder, or other related persons as described in the aforementioned provisions of the Companies Act, or a legal person over whose activities such related person has a decisive influence; exemptions to this prohibition are inter alia (i) if the security is provided for the benefit of a parent or sister company domiciled in the European Economic Area (“EEA”) or (ii) if the person for whose benefit the security is provided operates a business and the security is given only for business reasons and is intended solely for the beneficiary’s business;

 

11.           Chapter 21, Section 5 of the Swedish Companies Act 2005 prohibits a limited liability company incorporated under the laws of Sweden from granting an advance, providing loans or providing security (including guarantees) for loans in order for that the debtor or other related persons as described in the aforementioned provisions of the Companies Act shall acquire shares in such company or any parent company in the same group as such company;

 

12.           Property purported to be held on trust will form part of the trustee’s bankruptcy estate, in case of the trustee’s bankruptcy, and the beneficiaries under a trust will be treated as unsecured creditors with respect to their rights to the purported trust property, unless they have a valid and perfected security over such property;

 

13.           The enforcement of any agreement, guarantee or instrument may be limited by bankruptcy, insolvency, liquidation, reorganisation, limitation, moratorium and other laws of general application regarding or affecting the rights of creditors generally and general equitable principles;

 

14.           Under Swedish law, an administrator-in-bankruptcy will not necessarily be obliged to respect the appointment of any agent as authorised representative of any of the parties to the Agreements in certain instances and to that effect the Agreements may not be enforceable to the extent that the Agreements purport to appoint any agent with such effect;

 

15.           The availability in Swedish courts or from arbitral tribunals of certain remedies, such as injunction and specific performance, may be restricted under Swedish law, and are at the discretion of the courts or arbitral tribunals. Moreover, Swedish courts or arbitral tribunals may award judgments or give awards in currencies other than the local currency but the judgment debtor has the right under Swedish law to pay the judgment debt, even though denominated in a foreign currency, in the local currency at the rate of exchange prevailing at the date of payment (however, the judgment creditor may, subject to availability of the foreign currency, convert such local currency into the foreign currency after payment and remove such foreign currency from Sweden);

 

16.           The recognition of the laws of jurisdictions other than Sweden by Swedish courts or enforcement authorities does not include those laws which such courts or authorities

 

6



 

consider (i) to be procedural in nature, (ii) to be revenue or penal laws, (iii) to involve the exercise of sovereign powers or powers of public or administrative law, (iv) the application of which would (A) amount to an attempt to circumvent Swedish conflict of laws rules, (B) lead to or entail a contravention of mandatory Swedish law, or (C) be inconsistent with public policy, as such term is interpreted under Swedish law; and such courts or authorities may require proof of the relevant provisions of those laws;

 

17.           In an insolvency proceeding to which Council Regulation (EC) No 1346/2000 of 29 May 2000 is applicable, Swedish law may not determine the rules relating to the voidness, voidability or unenforceability of legal acts detrimental to all creditors;

 

18.           Any legal proceedings in Sweden will be conducted in Swedish and the court or enforcement authority in Sweden may require, as a further condition to admissibility and/or enforceability, the translation into Swedish of any relevant documents and assistance from Swedish authorities in the service of process in connection with foreign proceedings might require the observance of certain procedural and other regulations;

 

19.           Provisions in the Agreements to the effect that one party may terminate an agreement or otherwise act to the detriment of another party in case of bankruptcy of such other party could be held to contravene the Swedish Bankruptcy Act 1987 (as amended) or otherwise the principles of the bankruptcy or insolvency laws of Sweden; and, if so held, may be refused enforcement in the courts of Sweden or arbitral tribunals sitting in, or applying the procedural laws of Sweden; and where a party has a right to rescind a contract on the grounds of a delay in payments or in performance of any other obligations that party will be restricted in the exercise of that right upon the commencement of company reconstruction proceedings in respect of the defaulting party under the Companies Reconstruction Act 1996 (as amended);

 

20.           Any transfer, payment or other action or measure in respect of the Agreements involving (a) the government of any country or state which is currently the subject of the United Nations or European Union sanctions (or both); (b) any person or body resident in, incorporated in or constituted under the laws of any such country or state or exercising public functions in or of any such country or state; or (c) any person or body acting from or through or in any such country or state; or (d) any person or body controlled by any of the foregoing or by any person acting on behalf of any of the foregoing, may be subject to restrictions (including complete incapacity or complete lack of authority) pursuant to such sanctions as implemented in the laws of Sweden;

 

21.           In proceedings before a court of Sweden or an arbitral tribunal sitting in, or applying the procedural laws of, Sweden, Swedish procedural law will apply; and

 

22.           A Swedish court or an arbitral tribunal sitting in Sweden or applying Swedish procedural law may reject the right to take proceedings in Sweden, if proceedings

 

7



 

which have led to or may lead to a judgment or arbitral award which is enforceable in Sweden, have already been taken or initiated in or outside Sweden in another court of competent jurisdiction or arbitral tribunal sitting in Sweden or applying Swedish procedural law and which has been seized of the matter.

 

E.                Restrictions

 

1.                  This opinion is given solely in connection with the transactions contemplated by the Agreements and the Registration Statement.

 

2.                  We consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included therein. In giving this opinion, we do not thereby admit that we are within the category of persons whose consent is required by the Securities Act or the rules and regulations of the Commission.

 

3.                  This opinion (i) is confined to and is given on the basis of Swedish law and practice as they exist at the date hereof and we have made no investigation of the laws or practices of any jurisdiction other than Sweden as a basis for the opinions expressed hereinabove and do not express or imply any opinions thereon; (ii) is strictly limited to the matters stated herein and is not to be read as extending by implication to any other matters in connection with the various agreements or documents referred to herein or the transactions contemplated by such agreements or documents; and (iii) is given solely for the purposes of the transactions to which the Agreements relate and we assume no obligation to advise you of any changes in the foregoing subsequently to the date set forth at the beginning of this opinion and this opinion speaks only as of such date.

 

4.                  This opinion is rendered in Sweden and shall be governed by and construed in accordance with Swedish law.

 

5.                  This opinion is given only by Baker & McKenzie Advokatbyrå KB, a Swedish limited partnership, and not by or on behalf of Baker & McKenzie International (a Swiss verein) or any other member or associated firm thereof. In this opinion the expressions ‘we’, ‘us’, ‘our’ and like expressions should be construed accordingly.

 

Yours sincerely,

 

Baker & McKenzie Advokatbyrå KB

 

 

Joakim Falkner

Carl Svernlöv

 

8



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