-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RoR7OmJP98yi4eXhaEMb3Yd7luI83RC5jn86yOge/REqF46uyC+5SKJirlRMeTcj 5Ur/tRvrdxBzihwKiu6NEQ== 0000947871-03-002234.txt : 20031003 0000947871-03-002234.hdr.sgml : 20031003 20031003154644 ACCESSION NUMBER: 0000947871-03-002234 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031002 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BE AEROSPACE INC CENTRAL INDEX KEY: 0000861361 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC BUILDING AND RELATED FURNITURE [2531] IRS NUMBER: 061209796 STATE OF INCORPORATION: DE FISCAL YEAR END: 0222 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18348 FILM NUMBER: 03927915 BUSINESS ADDRESS: STREET 1: 1400 CORPORATE CTR WY CITY: WELLINGTON STATE: FL ZIP: 33414 BUSINESS PHONE: 5617915000 MAIL ADDRESS: STREET 1: 1400 CORPORATE CENTER WAY STREET 2: 1400 CORPORATE CENTER WAY CITY: WELLINGTON STATE: FL ZIP: 33414 FORMER COMPANY: FORMER CONFORMED NAME: BE AVIONICS INC DATE OF NAME CHANGE: 19920608 8-K 1 f8k_100203.txt CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2003 BE AEROSPACE, INC. (Exact name of registrant as specified in charter) DELAWARE 0-18348 06-1209796 (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation) 1400 Corporate Center Way, Wellington, Florida 33414 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (561) 791-5000 Exhibit Index Appears on page 4 Item 5. Other Events. On October 2, 2003, BE Aerospace, Inc. amended its existing bank credit facility. The amendment to the credit agreement is attached hereto as Exhibit 10.1. Item 7. Financial Statements and Exhibits. (a) None (b) None (c) Exhibits. Exhibit No. Description ----------- -------------- 10.1 Amendment No. 5 to Credit Agreement dated as of August 21, 2001 between BE Aerospace, Inc., the Lenders thereunder and JPMorgan Chase Bank, dated as of October 2, 2003. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BE AEROSPACE, INC. By: /s/ Thomas P. McCaffrey ------------------------------------- Name: Thomas P. McCaffrey Title: Corporate Senior Vice President of Administration and Chief Financial Officer Date: October 3, 2003 3 EXHIBIT INDEX Exhibit No. Description of Exhibits - ----------- ---------------------------- 10.1 Amendment No. 5 to Credit Agreement dated as of August 21, 2001 between BE Aerospace, Inc., the Lenders thereunder and JPMorgan Chase Bank, dated as of October 2, 2003 4 EX-10.1 3 ex10-1_100203.txt AMENDMENT NO. 5 TO CREDIT AGREEMENT Exhibit 10.1 [Execution copy] AMENDMENT NO. 5 AMENDMENT NO. 5 dated as of October 2, 2003 between BE AEROSPACE, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Borrower"), each of the lenders that is a signatory hereto under the caption "LENDERS" on the signature pages hereto (individually a "Lender" and collectively the "Lenders") and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank) as administrative agent (in such capacity, together with its successors in such capacity, the "Administrative Agent") under the Credit Agreement referred to below. The Borrower, the Lenders and the Administrative Agent are parties to a Credit Agreement dated as of August 21, 2001 (as heretofore amended, the "Credit Agreement"). The Borrower, the Lenders and the Administrative Agent wish to amend the Credit Agreement in certain respects and, accordingly, the parties hereto hereby agree as follows: Section 1. Definitions. Unless otherwise defined herein, terms defined in the Credit Agreement are used herein as defined therein. Section 2. Amendments. Subject to the satisfaction of the conditions set forth in Section 6 hereof, Section 6.01 of the Credit Agreement shall be amended by adding a new paragraph (h) therein and by relettering the existing paragraphs (h) and (i) as paragraphs (i) and (j): "(h) unsecured Indebtedness of the Borrower (and of its Subsidiaries in respect of any Guarantees thereof) of up to $150,000,000 aggregate principal amount of its senior notes due 2010 to be issued on or about October 8, 2003 (but not in any event later than October 31, 2003);" Section 3. Reduction of Aggregate Revolving Credit Commitments. Upon the effectiveness of the amendment to the Credit Agreement provided for in Section 2 of this Amendment No. 5, the aggregate amount of the Revolving Credit Commitments of the Lenders shall be reduced, on a ratable basis as provided in Section 2.07(d) of the Credit Agreement, to $50,000,000, such reduction to occur automatically, and without delivery of any notice, as would otherwise be required under Section 2.07 of the Credit Agreement. Section 4. Representations and Warranties. The Borrower represents and warrants to the Lenders that the representations and warranties set forth in Article III of the Credit Agreement (as amended hereby) are true and complete on the date hereof as if made on and as of the date hereof (or, if such representation or warranty is expressly stated to be made as of a specific date, as of such specific date) and as if each reference in said Article III to "this Agreement" included reference to this Amendment No. 5. 1 Section 5. Condition Precedent. The effectiveness of the amendments to the Credit Agreement set forth in Section 2 hereof shall be subject to the satisfaction of the following conditions precedent: (a) Execution. The Administrative Agent shall have received counterparts of this Amendment No. 5, duly executed and delivered by the Borrower, the Required Lenders and the Administrative Agent. (b) Issuance of the Senior Notes. The Borrower shall have issued the senior notes referred to in Section 6.01(h) of the Credit Agreement (as such Section is amended hereby) for aggregate consideration of not less than $100,000,000 and applied the proceeds thereof (to the extent necessary) to the prepayment of the outstanding Revolving Credit Loans in accordance with the provisions of Section 2.09(a) of the Credit Agreement (and, in that connection, the Administrative Agent hereby waives the requirement of prior notice to such prepayment set forth in Section 2.09(c) of the Credit Agreement). (c) Other Documents. The Administrative Agent shall have received such other documents as it, or special New York counsel to Administrative Agent, shall have reasonably requested. Section 6. Miscellaneous. Except as expressly provided herein, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 5 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 5 by signing any such counterpart. This Amendment No. 5 shall be governed by, and construed in accordance with, the law of the State of New York. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to be duly executed as of the day and year first above written. BE AEROSPACE, INC. By Thomas P. McCaffrey ------------------------------------ Name: Thomas P. McCaffrey Title: Corporate Senior Vice President of Administration and Chief Financial Officer 3 LENDERS JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank) By /s/ Matthew H. Massie ------------------------------------ Name: Matthew H. Massie Title: Managing Director BANK OF AMERICA, N.A. By ------------------------------------ Name: Title: CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch By /s/ Jay Chall ------------------------------------ Name: Jay Chall Title: Director By /s/ Barbara Wong ------------------------------------ Name: Barbara Wong Title: Associate MERRILL LYNCH CREDIT PRODUCTS LLC By /s/ Graham Goldsmith ------------------------------------ Name: Graham Goldsmith Title: President 4 THE BANK OF NEW YORK By /s/ Brendan T. Nedzi ------------------------------------ Name: Brendan T. Nedzi Title: Senior Vice President GENERAL ELECTRIC CAPITAL CORPORATION By /s/ Karl Kieffer ------------------------------------ Name: Karl Kieffer Title: Duly Authorized Signatory BARCLAYS By /s/ Steven Landzberg ------------------------------------ Name: Steven Landzberg Title: Director LONGACRE MASTER FUND, LTD. By /s/ Steven S. Weissman ------------------------------------ Name: Steven S. Weissman Title: Director PAMCO CAYMAN, LTD. By ------------------------------------ Name: Title: 5 PRESIDENT & FELLOWS OF HARVARD COLLEGE By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority By /s/ Timothy S. Peterson ------------------------------------ Name: Timothy S. Peterson Title: President REGIMENT CAPITAL, LTD By: Regiment Capital Management, LLC as its Investment Advisor By: Regiment Capital Advisors, LLC its Manager and pursuant to delegated authority By /s/ Timothy S. Peterson ------------------------------------ Name: Timothy S. Peterson Title: President RESTORATION FUNDING CLO, LTD. By ------------------------------------ Name: Title: 6 -----END PRIVACY-ENHANCED MESSAGE-----