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B/E Aerospace Announces Receipt of Requisite Consents for Cash Tender Offer and Consent Solicitation for 8 1/2% Senior Notes Due 2010.


WELLINGTON, Fla. -- B/E Aerospace, Inc. (the "Company") (Nasdaq:BEAV BEAV Binary Editor and Viewer ) today announced that, in connection with its cash tender offer and consent solicitation Consent Solicitation

A solicitation by one party to the stakeholders of a particular security for the consent of a material change.

Notes:
Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with
 for its outstanding $175.0 million aggregate principal amount of its 8 1/2% Senior Notes due 2010 (the "Notes"), it has received the requisite consents from holders of the Notes to amend the indenture governing the Notes.

The consent solicitation expired at 5:00 p.m. New York City New York City: see New York, city.
New York City

City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S.
 time on July 21, 2006 (the "Consent Date"). After the expiration of the consent solicitation, the Company and The Bank of New York The Bank of New York, abbrieviated to BNY, was a global financial services company that existed until its merger with the Mellon Financial Corporation on July 2, 2007.[1] The bank now continues under the new name of The Bank of New York Mellon Corporation.  Trust Company, NA, the trustee under the indenture governing the Notes, entered into a supplemental indenture, which would amend the indenture under which the Notes were issued. The supplemental indenture will not become operative unless and until the Notes that have been validly tendered on or prior to the Consent Date are accepted for payment and paid for by the Company. The supplemental indenture, if it becomes operative, will amend the indenture governing the Notes to, among other things, eliminate substantially all of the restrictive covenants Restrictive covenants

Provisions that place constraints on the operations of borrowers, such as restrictions on working capital, fixed assets, future borrowing, and payment of dividends.
, certain events of default and other related provisions.

If the Notes are accepted for payment by the Company, the consideration to be paid for each Note validly tendered and not validly withdrawn on or prior to 5:00 p.m. on the Consent Date is $1,071.41 per $1,000 principal amount of Notes, assuming a July 26, 2006 payment date, which includes a consent payment of $20 per $1,000 principal amount of Notes. The consideration to be paid for each Note validly tendered and not validly withdrawn after 5:00 p.m. on the Consent Date but on or prior to 5:00 p.m. New York City time on August 7, 2006, the scheduled expiration date Expiration Date

The day on which an options or futures contract is no longer valid and, therefore, ceases to exist.

Notes:
The expiration date for all listed stock options in the U.S.
 of the tender offer, is $1,051.41 per $1,000 principal amount of Notes, assuming an August 8, 2006 payment date, which will exclude any consent payment. At 5:00 p.m. on the Consent Date, $174.94 million aggregate principal amount of Notes had been validly tendered and not withdrawn.

The Company has retained UBS UBS Union Bank of Switzerland
UBS United Bible Societies
UBS United Blood Services
UBS United Buying Service
UBS Used Bookstore
UBS University Business Services
UBS Universal Building Society (UK)
UBS Ulaanbaatar Broadcasting System
 Securities LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
, Credit Suisse The Credit Suisse Group (SWX:CSGN, NYSE: CS) is a financial services company, headquartered in Zürich, Switzerland. It is the second-largest Swiss bank, behind UBS AG.  Securities (USA) LLC and J.P. Morgan Securities Inc. to serve as Dealer Managers, and Global Bondholder Services Corporation to serve as Depositary and Information Agent. Persons with questions regarding the tender offer and consent solicitation should contact UBS Securities LLC toll free at (888) 722-9555 ext. 4210 and collect at (203) 719-4210, Credit Suisse Securities (USA) LLC toll free at (800) 820-1653 and collect at (212) 325-7596, and J.P. Morgan Securities Inc. collect at (212) 270-7407, or Global Bondholder Services Corporation at (866) 804-2200. Requests for documentation should be directed to Global Bondholder Services Corporation at (866) 804-2200.

This announcement is for information purposes only and constitutes neither an offer to purchase nor a solicitation of an offer to sell the Notes. The tender offer and consent solicitation is being made only pursuant to the Offer to Purchase and Consent Solicitation dated July 10, 2006 and related materials.

About B/E Aerospace, Inc.

B/E Aerospace, Inc. is the world's leading manufacturer of aircraft cabin An aircraft cabin is the section of an aircraft in which passengers travel, often just called the cabin. At cruising altitudes, the surrounding atmosphere is too thin to breathe without an oxygen mask, so cabin pressurization adapts the cabin to atmospheric pressures.  interior products, and a leading aftermarket distributor of aerospace fasteners. B/E designs, develops and manufactures a broad range of products for both commercial aircraft and business jets. B/E manufactured products include aircraft cabin seating, lighting, oxygen, and food and beverage F&B is a common abbreviation in the United States and Commonwealth countries, including Hong Kong. F&B is typically the widely accepted abbreviation for "Food and Beverage," which is the sector/industry that specializes in the conceptualization, the making of, and delivery of foods.  preparation and storage equipment. The company also provides cabin interior design, reconfiguration and passenger-to-freighter conversion services. Products for the existing aircraft fleet - the aftermarket - generate about 60 percent of sales. B/E sells and supports its products through its own global direct sales and product support organization. For more information, visit B/E's website at http://www.beaerospace.com.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Jul 21, 2006
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