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.
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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
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(a) None
(b) None
(c) None
(d) Exhibits.
Exhibit No. Description
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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
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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
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10.1 Amendment No. 2, dated as of December 2, 2005, to the
Amended and Restated Credit Agreement, dated as of February
12, 2004