-----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, TWFHlFzFqCShrNzgL+LQBmjohTNWiD0xiIqHmNYdkN0K1l6hAUN2DF453sTfxDvo 9swIEPIZTl4m6oBZpuejTA== 0000947871-05-002164.txt : 20051205 0000947871-05-002164.hdr.sgml : 20051205 20051205083208 ACCESSION NUMBER: 0000947871-05-002164 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051202 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051205 DATE AS OF CHANGE: 20051205 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18348 FILM NUMBER: 051242749 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_120105.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): December 2, 2005 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 incorporation) Identification No.) 1400 Corporate Center Way, Wellington, Florida 33414 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (561) 791-5000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Exhibit Index Appears on page 4 Item 1.01. Entry into a Material Definitive Agreement. ------------------------------------------ On December 2, 2005, BE Aerospace, Inc. ("B/E") along with JPMorgan Chase Bank, N.A. ("JPM"), GE Capital Corporation ("GECC") and Credit Suisse First Boston Corporation ("CSFB" and, together with JPM and GECC, the "Lenders") entered into Amendment No. 2 ("Amendment No. 2") to its existing Amended and Restated Credit Agreement, dated as of February 12, 2004 (the "Credit Agreement"), that B/E had entered into with the Lenders, with JPM acting as administrative agent. Pursuant to Amendment No.2, Section 6.06 (Restricted Payments) of the Credit Agreement was amended to permit B/E to redeem its existing 8% Senior Subordinated Notes due 2008 (the "Notes") issued pursuant to an Indenture, dated February 13, 1998, between B/E and The Bank of New York, as trustee, using the proceeds of certain equity issuances and, if the proceeds of certain equity issuances were insufficient to redeem the Notes in full, B/E would be permitted to use up to $15,000,000 of cash on hand to redeem the Notes. Apart from the amendment described above, all other terms and conditions of the Credit Agreement remain unchanged. Amendment No. 2 is included as Exhibit 10.1 hereto. From time to time, certain of the Lenders under the Credit Agreement or their affiliates provide financial services to B/E and its subsidiaries, including commercial and investment banking services, for which they receive customary fees. ITEM 9.01 - Financial Statements and Exhibits --------------------------------- (a) None (b) None (c) None (d) Exhibits. Exhibit No. Description ----------- ----------- 10.1 Amendment No. 2, dated as of December 2, 2005, to the Amended and Restated Credit Agreement, dated as of February 12, 2004 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: Senior Vice President of Administration and Chief Financial Officer Date: December 5, 2005 EXHIBIT INDEX Exhibit No. Description of Exhibits - ----------- ---------------------------- 10.1 Amendment No. 2, dated as of December 2, 2005, to the Amended and Restated Credit Agreement, dated as of February 12, 2004 EX-10.1 2 ex10-1_120105.txt AMENDMENT NO. 2 - DECEMBER 2, 2005 Exhibit 10.1 AMENDMENT NO. 2 AMENDMENT NO. 2 dated as of December 2, 2005 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, N.A. (formerly known as JPMorgan Chase 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 an Amended and Restated Credit Agreement dated as of February 12, 2004 (as amended, the "Credit Agreement"). The Borrower and the Lenders 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 4 hereof, the Credit Agreement shall be amended as follows: Section 2.01. Restricted Payments. Section 6.06 of the Credit Agreement shall be amended by inserting the following new paragraph at the end thereof to read as follows: "Notwithstanding anything herein to the contrary contained in this Section 6.06, the Borrower may redeem its 8% Senior Subordinated Notes issued pursuant to the Indenture dated as of February 13, 1998 between the Borrower and The Bank of New York as Trustee, with the proceeds of any Equity Issuance and, if such proceeds are not sufficient, up to $15,000,000 of cash on hand." Section 3. 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. 2. Section 4. Condition Precedent. The amendments to the Credit Agreement set forth in Section 2 above shall become effective as of the date hereof upon (a) receipt by the Administrative Agent of this Amendment No. 2, duly executed and delivered by the Borrower and the Required Lenders, (b) payment of all fees and expenses as the Borrower shall have agreed to pay to any Lender or the Administrative Agent in connection with this Amendment No. 2, including the reasonable fees and expenses of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to the Administrative Agent, and (c) such other documents that the Administrative Agent or special New York counsel to the Administrative Agent may reasonably request. Section 5. Miscellaneous. Except as expressly herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 2 may be executed in any Amendment No. 2 --------------- - 2 - 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. 2 by signing any such counterpart. This Amendment No. 2 shall be governed by, and construed in accordance with, the law of the State of New York. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed as of the day and year first above written. BE AEROSPACE, INC. By /s/ Jeffrey P. Holtzman -------------------------------- Name: Jeffrey P. Holtzman Title: Vice President LENDERS ------- JPMORGAN CHASE BANK By /s/ Matthew H. Massie -------------------------------- Name: Matthew H. Massie Title: Managing Director GE CAPITAL CORPORATION By /s/ Brian P. Schwinn -------------------------------- Name: Brian P. Schwinn Title: Duly Authorized Signatory CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch By /s/ Karl Studer -------------------------------- Name: Karl Studer Title: Director By /s/ Yvonne Guntlin -------------------------------- Name: Yvonne Guntlin Title: Assistant Vice President Amendment No. 2 --------------- -----END PRIVACY-ENHANCED MESSAGE-----