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): March 21, 2006
AEROFLEX INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Delaware 000-02324 11-1974412
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
35 South Service Road, Plainview, New York 11803
(Address of Principal Executive Offices) (Zip Code)
(516) 694-6700
(Registrant's telephone number, including area code)
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))
Item 1.01. Entry into a Material Definitive Agreement.
On March 21, 2006, Aeroflex Incorporated (the "Company") and Aeroflex Test
Solutions Limited, a subsidiary of the Company ("Solutions" and, together with
the Company, the "Borrowers"), entered into a credit agreement (the "Credit
Agreement") with JPMorgan Chase Bank, N.A. ("JPMorgan"), as Administrative
Agent, and the lenders party thereto (the "Lenders") pursuant to which the
Lenders agreed to provide the Borrowers with a five-year senior unsecured
multicurrency revolving credit facility in the amount of $100,000,000 (with a
sublimit of $30,000,000 for extensions of credit to Solutions). Certain letters
of credit outstanding on March 21, 2006 in the approximate amount of $11,000,000
were deemed to constitute letters of credit issued under the Credit Agreement.
Commitments under the Credit Agreement may be increased by $50,000,000 under
certain circumstances upon request of the Company. Borrowings under the Credit
Agreement will bear interest at rates based upon LIBOR or the prime rate and,
pursuant to a Guarantee Agreement dated March 21, 2006, are guaranteed by
several of the Company's domestic subsidiaries and, as to Solutions,
additionally by the Company.
The Credit Agreement contains certain Affirmative Covenants and Negative
Covenants, including financial condition covenants. Upon the occurrence of any
of the Events of Default specified in the Credit Agreement, amounts due under
the Credit Agreement may be declared to be immediately due and payable.
The Credit Agreement effectively replaces the Existing Credit Facility
(defined below) which was amended as described below. The proceeds of borrowings
under the Credit Agreement are intended to be used for general corporate
purposes.
Concurrently with the Credit Agreement described above, the Fifth Amended
and Restated Loan and Security Agreement dated as of February 14, 2003 between
and among the Company and certain of its subsidiaries whose stock was pledged to
collateralize loans made to the Company thereunder, as Borrowers, the Bank of
America, N. A., as the Fronting Bank and Administrative Agent and JPMorgan as
Syndication Agent, (the "Existing Credit Facility"), as amended from time to
time subsequently, was amended by an Eighth Amendment Agreement dated
effectively March 21, 2006 (the "Eighth Amendment"). Pursuant to the Eighth
Amendment, the Affirmative Covenants, Negative Covenants, Events of Default and
other provisions of the Credit Agreement, to the extent applicable, were
incorporated into, and replaced, those of the Existing Credit Facility under
which only mortgage loans in the approximate amount of $2,300,000 that are
collaterialized by the Company's facility in Plainview, New York, remained
outstanding. Per the Eighth Amendment, default under the mortgages was added as
an Event of Default.
For more information regarding the Credit Agreement or the Eighth
Amendment, reference is made to the Credit Agreement, Guarantee Agreement and
Eighth Amendment Agreement attached hereto respectively as Exhibits 10.1, 10.2
and 10.3, and incorporated herein by reference.
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Item 2.03. Creation of a Direct Financial Obligation or an Obligations under
an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into
this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Credit Agreement, dated March 21, 2006, between and among Aeroflex
Incorporated, Aeroflex Test Solutions Limited, the Lenders party thereto
and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.2 Guarantee Agreement, dated March 21, 2006, between Aeroflex Incorporated
and certain of its domestic subsidiaries, and JPMorgan Chase Bank, N.A., as
Administrative Agent.
10.3 Eighth Amendment Agreement dated March 21, 2006 between and among Aeroflex
Incorporated, and certain of its subsidiaries, Bank of America, N.A. as the
Fronting Bank and Administrative Agent and JPMorgan Chase Bank, N.A. as
Syndication Agent.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AEROFLEX INCORPORATED
By: /s/John Adamovich, Jr.
--------------------------
John Adamovich, Jr.
Senior Vice President and
Chief Financial Officer
Date: March 23, 2006
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Exhibit Index
10.1 Credit Agreement, dated March 21, 2006, between and among Aeroflex
Incorporated, Aeroflex Test Solutions Limited, the Lenders party thereto
and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.2 Guarantee Agreement, dated March 21, 2006, between Aeroflex Incorporated
and certain of its domestic subsidiaries, and JPMorgan Chase Bank, N.A., as
Administrative Agent.
10.3 Eighth Amendment Agreement dated March 21, 2006 between and among Aeroflex
Incorporated, and certain of its subsidiaries, Bank of America, N.A. as the
Fronting Bank and Administrative Agent and JPMorgan Chase Bank, N.A. as
Syndication Agent.
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