##### Table of Contents



FORM 10-Q
 
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended December 30, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 1-7872
 
 BREEZE-EASTERN CORPORATION
   Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    95-4062211
(I.R.S. employer
identification no.)
 700 Liberty Avenue 
Union, New Jersey
(Address of principal executive offices)
    
    07083
(Zip Code)
  þ o
  o þ o
 o þ




---



##### 



INDEX
 Page No.PART 1
    
    Financial InformationItem 1.
    
    Condensed Financial Statements (Unaudited)
    
    3Condensed Statements of Consolidated Operations Three and Nine Month Periods Ended December 30, 2007 and December 31, 2006 (Unaudited)
    
    4Condensed Consolidated Balance Sheets December 30, 2007 (Unaudited) and March 31, 2007
    
    5Condensed Statements of Consolidated Cash Flows Nine Month Periods Ended December 30, 2007 and December 31, 2006 (Unaudited)
    
    6Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    7  18Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    18  29Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    29Item 4.
    
    Controls and Procedures
    
    29PART II.
    
    Other InformationItem 1.
    
    Legal Proceedings
    
    29Item 1A.
    
    Risk Factors
    
    29-30Item 2.
    
    Unregistered Sale of Equity Securities and Use of Proceeds
    
    30Item 6.
    
    Exhibits
    
    30SIGNATURES
    
    
    
    30EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32EX-10.1: WAIVER UNDER AMENDED AND RESTATED CREDIT AGREEMENTEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32: CERTIFICATION
  2




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
   3




---



##### Table of Contents



BREEZE-EASTERN CORPORATION
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
(UNAUDITED)
(In Thousands of Dollars, Except Share and Per Share Data)
 Three Months Ended
    
    
    Nine Months EndedDecember 30, 2007
    
    
    December 31, 2006
    
    
    December 30, 2007
    
    
    December 31, 2006Net sales
    
    $
    18,061
    
    
    $
    18,894
    
    
    $
    51,556
    
    
    $
    52,818Cost of sales
    
    
    9,919
    
    
    
    10,079
    
    
    
    29,763
    
    
    
    29,404Gross profit
    
    
    8,142
    
    
    
    8,815
    
    
    
    21,793
    
    
    
    23,414General, administrative and selling expenses
    
    
    4,714
    
    
    
    5,050
    
    
    
    14,069
    
    
    
    14,385Interest expense
    
    
    846
    
    
    
    1,000
    
    
    
    2,670
    
    
    
    3,286Other expense  net
    
    
    38
    
    
    
    62
    
    
    
    107
    
    
    
    141Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,331Income before income taxes
    
    
    2,544
    
    
    
    2,703
    
    
    
    4,947
    
    
    
    4,271Income tax provision
    
    
    1,018
    
    
    
    1,081
    
    
    
    1,979
    
    
    
    1,708Net income
    
    $
    1,526
    
    
    $
    1,622
    
    
    $
    2,968
    
    
    $
    2,563Earnings per share:Basic:Net income per share:
    
    $
    0.16
    
    
    $
    0.17
    
    
    $
    0.32
    
    
    $
    0.28Diluted:Net income per share:
    
    $
    0.16
    
    
    $
    0.17
    
    
    $
    0.32
    
    
    $
    0.27Weighted  average basic shares outstanding
    
    
    9,327,000
    
    
    
    9,275,000
    
    
    
    9,308,000
    
    
    
    9,252,000Weighted  average diluted shares outstanding
    
    
    9,404,000
    
    
    
    9,383,000
    
    
    
    9,395,000
    
    
    
    9,353,000
 See
notes to consolidated financial statements.
 4




---



##### Table of Contents



BREEZE-EASTERN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)ASSETS
    
    December 30, 2007
    
    March 31, 2007CURRENT ASSETS:Cash and cash equivalents
    
    $
    2,000
    
    
    $
    2,127Accounts receivable (net of allowance for doubtful accounts of
$77 at December 30, 2007 and $72 at March 31, 2007)
    
    
    11,881
    
    
    
    14,761Inventories
    
    
    22,261
    
    
    
    20,517Prepaid expenses and other current assets
    
    
    592
    
    
    
    369Deferred income taxes
    
    
    6,673
    
    
    
    7,181Total current assets
    
    
    43,407
    
    
    
    44,955PROPERTY:Property, plant and equipment
    
    
    18,052
    
    
    
    17,274Less accumulated depreciation and amortization
    
    
    13,398
    
    
    
    12,495Property , plant and equipment  net
    
    
    4,654
    
    
    
    4,779OTHER ASSETS:Deferred income taxes
    
    
    19,447
    
    
    
    20,808Goodwill
    
    
    402
    
    
    
    402Real estate held for sale
    
    
    4,000
    
    
    
    4,000Other
    
    
    6,266
    
    
    
    5,527Total other assets
    
    
    30,115
    
    
    
    30,737TOTAL
    
    $
    78,176
    
    
    $
    80,471LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Revolving credit facility
    
    $
    4,072
    
    
    $
    3,289Current portion of long-term debt
    
    
    3,057
    
    
    
    5,057Accounts payable  trade
    
    
    3,728
    
    
    
    4,989Accrued compensation
    
    
    2,665
    
    
    
    3,486Accrued income taxes
    
    
    100
    
    
    
    447Accrued interest
    
    
    219
    
    
    
    295Other current liabilities
    
    
    4,267
    
    
    
    4,252Total current liabilities
    
    
    18,108
    
    
    
    21,815LONG-TERM DEBT PAYABLE TO BANKS
    
    
    30,454
    
    
    
    32,750OTHER LONG-TERM LIABILITIES
    
    
    9,475
    
    
    
    9,007COMMITMENTS AND CONTINGENCIES (Note 10)STOCKHOLDERS EQUITYPreferred stock  authorized, 300,000 shares; none issued
    
    
    
    
    
    
    Common stock  authorized, 14,700,000 shares of $.01 par value; issued,
9,738,982 at December 30, 2007 and 9,670,566 shares at March 31, 2007
    
    
    97
    
    
    
    97Additional paid-in capital
    
    
    92,842
    
    
    
    92,111Accumulated deficit
    
    
    (66,053
    )
    
    
    (68,772
    )Accumulated other comprehensive loss
    
    
    (48
    )
    
    
    (48
    )26,838
    
    
    
    23,388Less treasury stock, at cost - 412,323 at December 30, 2007 and 395,135 shares at
March 31, 2007
    
    
    (6,699
    )
    
    
    (6,489
    )Total stockholders equity
    
    
    20,139
    
    
    
    16,899TOTAL
    
    $
    78,176
    
    
    $
    80,471
 See notes to consolidated financial statements.
 5




---



##### Table of Contents



BREEZE-EASTERN CORPORATION
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
 Nine months endedDecember 30, 2007
    
    December 31, 2006Cash flows from operating activities:Net income
    
    $
    2,968
    
    
    $
    2,563Adjustments to reconcile net income to net cash
provided by operating activities:Write off of unamortized loan fees
    
    
    
    
    
    
    944Depreciation and amortization
    
    
    987
    
    
    
    1,132Noncash interest expense, net
    
    
    79
    
    
    
    75Stock based compensation
    
    
    463
    
    
    
    230Loss on disposal of fixed asset
    
    
    
    
    
    
    1Provision for losses on accounts receivable
    
    
    10
    
    
    
    4Deferred taxes-net
    
    
    1,869
    
    
    
    1,709Changes in assets and liabilities :Decrease in accounts receivable and other receivables
    
    
    2,870
    
    
    
    2,687Increase in inventories
    
    
    (1,744
    )
    
    
    (2,194
    )Increase in other assets
    
    
    (1,033
    )
    
    
    (175
    )Decrease in accounts payable
    
    
    (1,377
    )
    
    
    (2,668
    )Decrease in accrued compensation
    
    
    (821
    )
    
    
    (924
    )Decrease in income taxes payable
    
    
    (77
    )
    
    
    (517
    )(Decrease) increase in other liabilities
    
    
    (199
    )
    
    
    124Net cash provided by operating activities
    
    
    3,995
    
    
    
    2,991Cash flows from investing activities:Capital expenditures
    
    
    (672
    )
    
    
    (987
    )Decrease in restricted cash
    
    
    4
    
    
    
    499Net cash used in investing activities
    
    
    (668
    )
    
    
    (488
    )Cash flows from financing activities:Payments on long-term debt
    
    
    (4,296
    )
    
    
    (43,103
    )Proceeds from long-term debt and borrowings
    
    
    
    
    
    
    40,000Borrowings of other debt
    
    
    782
    
    
    
    2,599Payment of debt issue costs
    
    
    
    
    
    
    (419
    )Expenses related to the private placement of common stock
    
    
    (5
    )
    
    
    Exercise of stock options
    
    
    65
    
    
    
    123Net cash used in financing activities
    
    
    (3,454
    )
    
    
    (800
    )(Decrease) increase in cash
    
    
    (127
    )
    
    
    1,703Cash at beginning of period
    
    
    2,127
    
    
    
    161Cash at end of period
    
    $
    2,000
    
    
    $
    1,864Supplemental information:Interest payments
    
    $
    2,659
    
    
    $
    3,515Income tax payments
    
    $
    189
    
    
    $
    517Non-cash financing activity for stock option exercise
    
    $
    210
    
    
    $
    62Non-cash investing activity for additions to property plant and equipment
    
    $
    122
    
    
    $
    34
 See notes to consolidated financial statements.
 6




---



##### Table of Contents



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 Earnings Per Share
   Three Months Ended
    
    Nine Months EndedDecember 30,
    
    December 31,
    
    December 30,
    
    December 31,2007
    
    2006
    
    2007
    
    2006Basic Earnings per
Common Share:Weighted-average common
stock outstanding for basic
earnings per share calculation
    
    
    9,327,000
    
    
    
    9,275,000
    
    
    
    9,308,000
    
    
    
    9,252,000Diluted Earnings per
Common Share:Weighted-average common
shares outstanding
    
    
    9,327,000
    
    
    
    9,275,000
    
    
    
    9,308,000
    
    
    
    9,252,000Stock options*
    
    
    77,000
    
    
    
    108,000
    
    
    
    87,000
    
    
    
    101,000Weighted-average common
stock outstanding for diluted
earnings per share calculation
    
    
    9,404,000
    
    
    
    9,383,000
    
    
    
    9,395,000
    
    
    
    9,353,000
 
 *
    
    During the three and nine month periods ended December 30, 2007, options to purchase 171,000
and 99,000 shares of common stock, respectively, and during the three and nine month periods
ended December 31, 2006, options to purchase 26,000 shares of common stock were not included
in the computation of diluted earnings per share because the exercise prices of the options
were greater than the average market price of the common share. 7




---



##### Table of Contents



Stock-Based Compensation
      2008
    
    2007Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %Volatility
    
    
    48.9
    %
    
    
    51.0
    %Risk-free interest rate
    
    
    4.7
    %
    
    
    5.1
    %Expected term of options (in years)
    
    
    7.0
    
    
    
    7.0
 8




---



##### Table of Contents



Aggregate
    
    Approximate
    
    Weighted-Intrinsic
    
    Remaining
    
    AverageNumber
    
    Value
    
    Contractual
    
    Exerciseof Shares
    
    (in thousands)
    
    Term (Years)
    
    PriceOutstanding at March 31, 2007
    
    
    364,996
    
    
    $
    814
    
    
    
    7
    
    
    $
    8.91Granted
    
    
    75,000
    
    
    
    
    
    
    
    
    
    
    $
    12.04Exercised
    
    
    (44,085
    )
    
    $
    265
    
    
    
    
    
    
    $
    6.22Canceled or expired
    
    
    ( 2,000
    )
    
    
    
    
    
    
    
    
    
    $
    10.12Outstanding at December 30, 2007
    
    
    393,911
    
    
    $
    837
    
    
    
    6
    
    
    $
    9.80Options exercisable at December 30,
2007
    
    
    257,285
    
    
    $
    775
    
    
    
    5
    
    
    $
    8.97Unvested options expected to become
exercisable after December 30, 2007
    
    
    136,626
    
    
    $
    62
    
    
    
    9
    
    
    $
    11.35Shares available for future option
grants at December 30, 2007 (a)
    
    
    642,137
 
 (a)
    
    May be decreased by restricted stock grants.    9




---



##### Table of Contents



WeightedAverageNumber of
    
    Grant DateShares
    
    Fair ValueNon-vested at March 31, 2007
    
    
    24,305
    
    
    $
    10.93Granted
    
    
    24,331
    
    
    $
    12.40Vested
    
    
    (21,737
    )
    
    $
    11.04Cancelled
    
    
    
    
    
    
    Non-vested at December 30, 2007
    
    
    26,899
    
    
    $
    12.17
   Inventories
  December 30,
    
    March 31,2007
    
    2007Finished goods
    
    $
    
    
    
    $
    Work in process
    
    
    3,180
    
    
    
    2,139Purchased and manufactured parts
    
    
    19,081
    
    
    
    18,378Total
    
    $
    22,261
    
    
    $
    20,517
 10




---



##### Table of Contents



Property and Related Depreciation
   Buildings
    
    10 to 33 yearsMachinery and equipment
    
    3 to 10 yearsFurniture and fixtures
    
    3 to 10 yearsComputer hardware and software
    
    3 to 5 years
 Product Warranty Costs
  Balance at March 31, 2007
    
    $
    475Warranty costs incurred
    
    
    (235
    )Change in estimates to pre-existing warranties
    
    
    (16
    )Product warranty accrual
    
    
    144Balance at December 30, 2007
    
    $
    368
 Income Taxes
    11




---



##### Table of Contents



Debt
  December 30, 2007
    
    
    March 31, 2007Senior Credit Facility
    
    $
    37,583
    
    
    $
    41,096Less current maturities
    
    
    7,129
    
    
    
    8,346Total long-term debt
    
    $
    30,454
    
    
    $
    32,750
 Credit Facility 
 12




---



##### Table of Contents



Employee Benefit Plans
    13




---



##### Table of Contents



Postretirement BenefitsThree Months Ended
    
    
    Nine Months EndedDecember 30,
    
    
    December 31,
    
    
    December 30,
    
    
    December 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Components of net
periodic benefit
costs:Interest Cost
    
    $
    13
    
    
    $
    10
    
    
    $
    39
    
    
    $
    31Amortization of net
(gain) loss
    
    
    
    
    
    
    (10
    )
    
    
    
    
    
    
    (31
    )Net periodic
benefit cost
    
    $
    13
    
    
    $
    
    
    
    $
    39
    
    
    $
    
 Pension PlanThree Months Ended
    
    
    Nine Months EndedDecember 30,
    
    
    December 31,
    
    
    December 30,
    
    
    December31,2007
    
    
    2006
    
    
    2007
    
    
    2006Components of net
periodic benefit
costs:Interest Cost
    
    $
    47
    
    
    $
    31
    
    
    $
    136
    
    
    $
    92Amortization of net
loss
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    3Net periodic
benefit cost
    
    $
    47
    
    
    $
    32
    
    
    $
    136
    
    
    $
    95
 New Accounting Standards
   14




---



##### Table of Contents



15




---



##### Table of Contents



Contingencies
 Environmental Matters
    16




---



##### Table of Contents



Litigation
 Segment, Geographic Location and Customer Information
   Three Months Ended
    
    
    Nine Months EndedDecember 30,
    
    
    December 31,
    
    
    December 30,
    
    
    December 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Hoist and Winch
    
    $
    12,608
    
    
    $
    12,511
    
    
    $
    36,638
    
    
    $
    37,283Cargo Hooks
    
    
    2,774
    
    
    
    4,467
    
    
    
    9,265
    
    
    
    11,814Weapons Handling
    
    
    2,522
    
    
    
    1,422
    
    
    
    4,949
    
    
    
    2,299Other Sales
    
    
    157
    
    
    
    494
    
    
    
    704
    
    
    
    1,422Total
    
    $
    18,061
    
    
    $
    18,894
    
    
    $
    51,556
    
    
    $
    52,818
 17




---



##### Table of Contents



Three Months Ended
    
    
    Nine Months EndedDecember 30,
    
    
    December 31,
    
    
    December 30,
    
    
    December 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Location:United States
    
    $
    9,967
    
    
    $
    11,955
    
    
    $
    27,661
    
    
    $
    29,817England
    
    
    1,410
    
    
    
    3,121
    
    
    
    3,110
    
    
    
    5,644Italy
    
    
    2,031
    
    
    
    1,389
    
    
    
    6,955
    
    
    
    7,115Other European
Countries
    
    
    986
    
    
    
    880
    
    
    
    5,237
    
    
    
    4,371Pacific and Far East
    
    
    1,296
    
    
    
    538
    
    
    
    2,810
    
    
    
    2,831Other non-United
States
    
    
    2,371
    
    
    
    1,011
    
    
    
    5,783
    
    
    
    3,040Total
    
    $
    18,061
    
    
    $
    18,894
    
    
    $
    51,556
    
    
    $
    52,818
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 and Section 21E of
the Securities Exchange Act of 1934:
  Forward Looking Statements
    18




---



##### Table of Contents



General
   Results of Operations
 Three Months Ended December 30, 2007 Compared with Three Months Ended December 31, 2006 (in
thousands)
 Three Months Ended
    
    
    IncreaseDecember 30,
    
    
    December 31,
    
    
    (decrease)2007
    
    
    2006
    
    
    $
    
    
    %New Equipment
    
    $
    11,026
    
    
    $
    8,318
    
    
    $
    2,708
    
    
    
    32.6Spare Parts
    
    
    3,527
    
    
    
    7,250
    
    
    
    (3,723
    )
    
    
    (51.4
    )Overhaul and Repair
    
    
    3,403
    
    
    
    3,233
    
    
    
    170
    
    
    
    5.3Engineering Services
    
    
    105
    
    
    
    93
    
    
    
    12
    
    
    
    12.9Net Sales
    
    
    18,061
    
    
    
    18,894
    
    
    
    (833
    )
    
    
    (4.4
    )Cost of Sales
    
    
    9,919
    
    
    
    10,079
    
    
    
    (160
    )
    
    
    (1.6
    )Gross Profit
    
    
    8,142
    
    
    
    8,815
    
    
    
    (673
    )
    
    
    (7.6
    )General,
administrative and
selling expenses
    
    
    4,714
    
    
    
    5,050
    
    
    
    (336
    )
    
    
    (6.7
    )Interest expense
    
    
    846
    
    
    
    1,000
    
    
    
    (154
    )
    
    
    (15.4
    )Net income
    
    $
    1,526
    
    
    $
    1,622
    
    
    $
    (96
    )
    
    
    (5.9
    )
 Net Sales
 19




---



##### Table of Contents



Cost of Sales.
 Gross Profit
 General, administrative and selling expenses
 Interest expense
 Net Income
 New orders
 20




---



##### Table of Contents



Backlog
 Nine Months Ended December 30, 2007 Compared with Nine Months Ended December 31, 2006 (in
thousands)
 Nine Months Ended
    
    
    IncreaseDecember 30,
    
    
    December 31,
    
    
    (decrease)2007
    
    
    2006
    
    
    $
    
    
    %New Equipment
    
    $
    29,037
    
    
    $
    24,021
    
    
    $
    5,016
    
    
    
    20.9Spare Parts
    
    
    11,613
    
    
    
    17,529
    
    
    
    (5,916
    )
    
    
    (33.7
    )Overhaul and Repair
    
    
    10,507
    
    
    
    10,953
    
    
    
    (446
    )
    
    
    (4.1
    )Engineering Services
    
    
    399
    
    
    
    315
    
    
    
    84
    
    
    
    26.7Net Sales
    
    
    51,556
    
    
    
    52,818
    
    
    
    (1,262
    )
    
    
    (2.4
    )Cost of Sales
    
    
    29,763
    
    
    
    29,404
    
    
    
    359
    
    
    
    1.2Gross Profit
    
    
    21,793
    
    
    
    23,414
    
    
    
    (1,621
    )
    
    
    (6.9
    )General,
administrative and
selling expenses
    
    
    14,069
    
    
    
    14,385
    
    
    
    (316
    )
    
    
    (2.2
    )Interest expense
    
    
    2,670
    
    
    
    3,286
    
    
    
    (616
    )
    
    
    (18.7
    )Loss on
extinguishment of
debt
    
    
    
    
    
    
    1,331
    
    
    
    (1,331
    )
    
    
    (100.0
    )Net income
    
    $
    2,968
    
    
    $
    2,563
    
    
    $
    405
    
    
    
    15.8
 Net Sales
 21




---



##### Table of Contents



Cost of Sales.
 Gross Profit
 General, administrative and selling expenses
 Interest expense
 Loss on Extinguishment of Debt.
 Net Income
 22




---



##### Table of Contents



New orders
 Backlog
 Liquidity and Capital Resources
   23




---



##### Table of Contents



Working Capital
     Capital Expenditures
  Senior Credit Facility
 Senior Credit Facility 
 24




---



##### Table of Contents



Tax Benefits from Net Operating Losses
    25




---



##### Table of Contents



Summary Disclosure About Contractual Obligations and Commercial Commitments
  Payments Due By PeriodLess Than
    
    
    
    
    
    
    
    
    
    More ThanTotal
    
    1 Year
    
    1-3 Years
    
    3-5 Years
    
    5 YearsDebt principal
repayments (a)
    
    $
    33,511
    
    
    $
    3,057
    
    
    $
    6,114
    
    
    $
    24,340
    
    
    $
    Estimated interest
payments on
long-term debt (b)
    
    
    7,252
    
    
    
    2,453
    
    
    
    4,199
    
    
    
    600
    
    
    
    Operating leases
    
    
    425
    
    
    
    146
    
    
    
    242
    
    
    
    37
    
    
    
    Total
    
    $
    41,188
    
    
    $
    5,656
    
    
    $
    10,555
    
    
    $
    24,977
    
    
    $
    
 
 (a)
    
    Obligations for long-term debt reflect the requirements of the Term Loans under the Senior
Credit Facility See Note 7 of Notes to Unaudited Consolidated Financial Statements included
elsewhere in this Report.(b)
    
    Estimated interest payments on long-term debt reflect the scheduled interest payments of the
Term Loans under the Senior Credit Facility and assume an effective weighted average interest
rate of 7.6%, the Companys estimated blended interest rate. Inflation
  Environmental Matters
   26




---



##### Table of Contents



Litigation
  27




---



##### Table of Contents



Recently Issued Accounting Standards
      28




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4. Controls and Procedures
    
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  29




---



##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 6. Exhibits
 10.1
    
    Waiver Under Amended and Restated Credit Agreement dated as of October 17, 2007
by and among the Company, the lenders listed on the signatory pages thereof, Wells Fargo
Foothill, Inc.,as the co-lead arranger and administrative agent for such lenders and AC
Finance LLC, as co-lead arranger.31.1
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
    
    Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 SIGNATURES
  BREEZE-EASTERN CORPORATION
(Registrant)Dated: February 6, 2008
    By:
    /s/  Joseph F. SpanierJoseph F. Spanier, Executive Vice President, Chief Financial Officer and Treasurer * 
 *
    
    On behalf of the Registrant and as Principal Financial and Accounting Officer. 30