##### 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 September 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) 
700 Liberty Avenue 
Union, New Jersey
(Address of principal executive offices)
    
    95-4062211
(I.R.S. employer
identification no.)
07083
(Zip Code)
  þ o
  o þ o
 o þ




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##### 



INDEX
 Page No.PART 1 Financial InformationItem 1. Condensed Financial Statements (Unaudited)
    
    
    3Condensed Statements of Consolidated Operations Three and Six Month Periods
Ended September 30, 2007 and October 1, 2006 (Unaudited)
    
    
    4Condensed Consolidated Balance Sheets
September 30, 2007 (Unaudited) and March 31, 2007
    
    
    5Condensed Statements of Consolidated Cash Flows Six Month Periods
Ended September 30, 2007 and October 1, 2006 (Unaudited)
    
    
    6Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    717Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    18-28Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    28PART II. Other InformationItem 1. Legal Proceedings
    
    
    28Item 1A. Risk Factors
    
    
    28Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
    
    
    29Item 4. Submission of Matters to a Vote of Security Holders
    
    
    29Item 6. Exhibits
    
    
    29SIGNATURES
    
    
    30EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32EX-10.1: WAIVER UNDER AMENDED AND RESTATED CREDIT AGREEMENTEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32: CERTIFICATION
  2




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




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BREEZE-EASTERN CORPORATION
 
 CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
(UNAUDITED)
(In Thousands of Dollars, Except Share and Per Share Data)
 Three Months Ended
    
    
    Six Months EndedSeptember 30, 2007
    
    
    October 1, 2006
    
    
    September 30, 2007
    
    
    October 1, 2006Net sales
    
    $
    17,240
    
    
    $
    17,682
    
    
    $
    33,495
    
    
    $
    33,924Cost of sales
    
    
    10,006
    
    
    
    10,508
    
    
    
    19,844
    
    
    
    19,325Gross profit
    
    
    7,234
    
    
    
    7,174
    
    
    
    13,651
    
    
    
    14,599General, administrative and selling expenses
    
    
    4,953
    
    
    
    4,589
    
    
    
    9,355
    
    
    
    9,335Interest expense
    
    
    892
    
    
    
    1,017
    
    
    
    1,824
    
    
    
    2,286Other expense  net
    
    
    55
    
    
    
    30
    
    
    
    69
    
    
    
    79Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,331Income before income taxes
    
    
    1,334
    
    
    
    1,538
    
    
    
    2,403
    
    
    
    1,568Income tax provision
    
    
    533
    
    
    
    615
    
    
    
    961
    
    
    
    627Net income
    
    $
    801
    
    
    $
    923
    
    
    $
    1,442
    
    
    $
    941Earnings per share:Basic:Net income per share:
    
    $
    0.09
    
    
    $
    0.10
    
    
    $
    0.16
    
    
    $
    0.10Diluted:Net income per share:
    
    $
    0.09
    
    
    $
    0.10
    
    
    $
    0.15
    
    
    $
    0.10Weighted  average basic shares outstanding
    
    
    9,312,000
    
    
    
    9,251,000
    
    
    
    9,299,000
    
    
    
    9,240,000Weighted  average diluted shares outstanding
    
    
    9,406,000
    
    
    
    9,362,000
    
    
    
    9,391,000
    
    
    
    9,338,000
 See notes to consolidated financial statements.
 4




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##### Table of Contents



BREEZE-EASTERN
CORPORATION
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)September 30, 2007
    
    March 31, 2007ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    264
    
    
    $
    2,127Accounts receivable (net of allowance for doubtful accounts of
$69 at September 30, 2007 and $72 at March 31, 2007)
    
    
    13,500
    
    
    
    14,761Inventories
    
    
    23,288
    
    
    
    20,517Prepaid expenses and other current assets
    
    
    408
    
    
    
    369Deferred income taxes
    
    
    6,934
    
    
    
    7,181Total current assets
    
    
    44,394
    
    
    
    44,955PROPERTY:Property, plant and equipment
    
    
    17,744
    
    
    
    17,274Less accumulated depreciation and amortization
    
    
    13,028
    
    
    
    12,495Property , plant and equipment  net
    
    
    4,716
    
    
    
    4,779OTHER ASSETS:Deferred income taxes
    
    
    20,162
    
    
    
    20,808Goodwill
    
    
    402
    
    
    
    402Real estate held for sale
    
    
    4,000
    
    
    
    4,000Other
    
    
    6,039
    
    
    
    5,527Total other assets
    
    
    30,603
    
    
    
    30,737TOTAL
    
    $
    79,713
    
    
    $
    80,471LIABILITIES AND STOCKHOLDERS EQUITY:CURRENT LIABILITIES:Revolving credit facility
    
    $
    4,214
    
    
    $
    3,289Current portion of long-term debt
    
    
    3,057
    
    
    
    5,057Accounts payable  trade
    
    
    6,228
    
    
    
    4,989Accrued compensation
    
    
    2,578
    
    
    
    3,486Accrued income taxes
    
    
    99
    
    
    
    447Accrued interest
    
    
    271
    
    
    
    295Other current liabilities
    
    
    4,303
    
    
    
    4,252Total current liabilities
    
    
    20,750
    
    
    
    21,815LONG-TERM DEBT PAYABLE TO BANKS
    
    
    31,218
    
    
    
    32,750OTHER LONG-TERM LIABILITIES
    
    
    9,297
    
    
    
    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 September 30, 2007 and 9,670,566 shares at March 31, 2007
    
    
    97
    
    
    
    97Additional paid-in capital
    
    
    92,677
    
    
    
    92,111Accumulated deficit
    
    
    (67,579
    )
    
    
    (68,772
    )Accumulated other comprehensive loss
    
    
    (48
    )
    
    
    (48
    )25,147
    
    
    
    23,388Less treasury stock, at cost - 412,323 at September 30, 2007 and 395,135 shares at
March 31, 2007
    
    
    (6,699
    )
    
    
    (6,489
    )Total stockholders equity
    
    
    18,448
    
    
    
    16,899TOTAL
    
    $
    79,713
    
    
    $
    80,471
 See notes to consolidated financial statements.
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BREEZE-EASTERN CORPORATION
 
 CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(UNAUDITED)
 Six months endedSeptember 30, 2007
    
    October 1, 2006Cash flows from operating activities:Net income
    
    $
    1,442
    
    
    $
    941Adjustments to reconcile net income to net cash
provided by operating activities:Write off of unamortized loan fees
    
    
    
    
    
    
    944Depreciation and amortization
    
    
    590
    
    
    
    698Noncash interest expense, net
    
    
    53
    
    
    
    51Stock based compensation
    
    
    297
    
    
    
    146Provision for losses on accounts receivable
    
    
    2
    
    
    
    3Deferred taxes-net
    
    
    893
    
    
    
    628Changes in assets and liabilities :Decrease in accounts receivable and other receivables
    
    
    1,259
    
    
    
    2,873Increase in inventories
    
    
    (2,771
    )
    
    
    (1,202
    )Increase in other assets
    
    
    (599
    )
    
    
    (243
    )Increase (decrease) in accounts payable
    
    
    993
    
    
    
    (3,307
    )Decrease in accrued compensation
    
    
    (908
    )
    
    
    (1,064
    )Decrease in income taxes payable
    
    
    (78
    )
    
    
    (482
    )(Decrease) increase in other liabilities
    
    
    (261
    )
    
    
    18Net cash provided by operating activities
    
    
    912
    
    
    
    4Cash flows from investing activities:Capital expenditures
    
    
    (232
    )
    
    
    (595
    )Decrease (increase) in restricted cash
    
    
    4
    
    
    
    (1
    )Net cash used in investing activities
    
    
    (228
    )
    
    
    (596
    )Cash flows from financing activities:Payments on long-term debt
    
    
    (3,532
    )
    
    
    (42,627
    )Proceeds from long-term debt and borrowings
    
    
    
    
    
    
    40,000Borrowings of other debt
    
    
    925
    
    
    
    3,611Payment of debt issue costs
    
    
    
    
    
    
    (414
    )Expenses related to the private placement of common stock
    
    
    (5
    )
    
    
    Exercise of stock options
    
    
    65
    
    
    
    113Net cash (used in) provided by financing activities
    
    
    (2,547
    )
    
    
    683(Decrease) increase in cash
    
    
    (1,863
    )
    
    
    91Cash at beginning of period
    
    
    2,127
    
    
    
    161Cash at end of period
    
    $
    264
    
    
    $
    252Supplemental information:Interest payments
    
    $
    1,790
    
    
    $
    1,948Income tax payments
    
    $
    147
    
    
    $
    482Non-cash financing activity for stock option exercise
    
    $
    210
    
    
    $
    62Non-cash investing activity for additions to property plant and equipment
    
    $
    252
    
    
    $
    131
 See notes to consolidated financial statements.
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 Earnings Per Share
 The computation of basic earnings per share is based on the weighted-average number of common
            shares outstanding. The computation of diluted earnings per share assumes the foregoing and,
in addition, the exercise of all dilutive stock options using the treasury stock method.The components of the denominator for basic earnings per common share and diluted earnings
per common share are reconciled as follows:
 Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    October 1,
    
    
    September 30,
    
    
    October 1,2007
    
    
    2006
    
    
    2007
    
    
    2006Basic Earnings per Common Share:Weighted-average common stock
outstanding for basic earnings
per share calculation
    
    
    9,312,000
    
    
    
    9,251,000
    
    
    
    9,299,000
    
    
    
    9,240,000Diluted Earnings per Common
Share:Weighted-average common shares
outstanding
    
    
    9,312,000
    
    
    
    9,251,000
    
    
    
    9,299,000
    
    
    
    9,240,000Stock options*
    
    
    94,000
    
    
    
    111,000
    
    
    
    92,000
    
    
    
    98,000Weighted-average common stock
outstanding for diluted
earnings per share calculation
    
    
    9,406,000
    
    
    
    9,362,000
    
    
    
    9,391,000
    
    
    
    9,338,000
 
 *
    
    During the three and six month periods ended September 30, 2007, options to purchase 26,000
and 64,000 shares of common stock, respectively, and during the three and six month periods
ended October 1, 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




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NOTE 2. 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




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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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding at September 30, 2007
    
    
    395,911
    
    
    $
    1,016
    
    
    
    7
    
    
    $
    9.79Options exercisable at September 30, 2007
    
    
    257,285
    
    
    $
    931
    
    
    
    5
    
    
    $
    8.97Unvested options expected to become
exercisable after September 30, 2007
    
    
    138,626
    
    
    $
    85
    
    
    
    9
    
    
    $
    11.33Shares available for future option
grants at September 30, 2007 (a)
    
    
    640,137
 
 (a)
    
    May be decreased by restricted stock grants.    9




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Weighted Average GrantNumber of
    
    DateShares
    
    Fair ValueNon-vested at March 31, 2007
    
    
    24,305
    
    
    $
    10.93Granted
    
    
    24,331
    
    
    $
    12.40Vested
    
    
    (21,737
    )
    
    $
    11.04Cancelled
    
    
    
    
    
    
    Non-vested at September 30, 2007
    
    
    26,899
    
    
    $
    12.17
   Inventories
  September 30,
    
    March 31,2007
    
    2007Finished goods
    
    $
    
    
    
    $
    Work in process
    
    
    3,601
    
    
    
    2,139Purchased and manufactured parts
    
    
    19,687
    
    
    
    18,378Total
    
    $
    23,288
    
    
    $
    20,517
 10




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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
    
    
    (189
    )Change in estimates to pre-existing warranties
    
    
    (16
    )Product warranty accrual
    
    
    160Balance at September 30, 2007
    
    $
    430
 Income Taxes
    11




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Debt
  September 30, 2007
    
    
    March 31, 2007Senior Credit Facility
    
    $
    38,489
    
    
    $
    41,096Less current maturities
    
    
    7,271
    
    
    
    8,346Total long-term debt
    
    $
    31,218
    
    
    $
    32,750
 Credit Facility 
 12




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Employee Benefit Plans
    13




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Postretirement BenefitsThree Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    October 1,
    
    
    September 30,
    
    
    October 1,2007
    
    
    2006
    
    
    2007
    
    
    2006Components of net
periodic benefit
costs:Interest Cost
    
    $
    13
    
    
    $
    11
    
    
    $
    26
    
    
    $
    21Amortization of net
(gain) loss
    
    
    
    
    
    
    (11
    )
    
    
    
    
    
    
    (21
    )Net periodic
benefit cost
    
    $
    13
    
    
    $
    
    
    
    $
    26
    
    
    $
    
 Pension PlanThree Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    October 1,
    
    
    September 30,
    
    
    October 1,2007
    
    
    2006
    
    
    2007
    
    
    2006Components of net
periodic benefit
costs:Interest Cost
    
    $
    45
    
    
    $
    31
    
    
    $
    89
    
    
    $
    61Amortization of net
loss
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    2Net periodic
benefit cost
    
    $
    45
    
    
    $
    32
    
    
    $
    89
    
    
    $
    63
 New Accounting Standards
  14




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Contingencies
 Environmental Matters
 15




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16




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Litigation
 Segment, Geographic Location and Customer Information
   Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    October 1,
    
    
    September 30,
    
    
    October 1,2007
    
    
    2006
    
    
    2007
    
    
    2006Hoist and Winch
    
    $
    12,286
    
    
    $
    12,902
    
    
    $
    24,030
    
    
    $
    24,772Cargo Hooks
    
    
    3,866
    
    
    
    3,943
    
    
    
    6,491
    
    
    
    7,347Weapons Handling
    
    
    879
    
    
    
    267
    
    
    
    2,427
    
    
    
    877Other Sales
    
    
    209
    
    
    
    570
    
    
    
    547
    
    
    
    928Total
    
    $
    17,240
    
    
    $
    17,682
    
    
    $
    33,495
    
    
    $
    33,924
   Three Months Ended
    
    
    Six Months EndedSeptember 30,
    
    
    October 1,
    
    
    September 30,
    
    
    October 1,2007
    
    
    2006
    
    
    2007
    
    
    2006Location:United States
    
    $
    9,022
    
    
    $
    9,032
    
    
    $
    17,694
    
    
    $
    17,862England
    
    
    385
    
    
    
    1,792
    
    
    
    1,700
    
    
    
    2,524Italy
    
    
    2,748
    
    
    
    2,858
    
    
    
    4,924
    
    
    
    5,726Other European
Countries
    
    
    2,587
    
    
    
    1,883
    
    
    
    4,251
    
    
    
    3,490Pacific and Far East
    
    
    883
    
    
    
    923
    
    
    
    1,514
    
    
    
    2,293Other non-United
States
    
    
    1,615
    
    
    
    1,194
    
    
    
    3,412
    
    
    
    2,029Total
    
    $
    17,240
    
    
    $
    17,682
    
    
    $
    33,495
    
    
    $
    33,924
 17




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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
     General
   18




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Results of Operations
 Three Months Ended September 30, 2007 Compared with Three Months Ended October 1, 2006 (in
thousands)
 Three Months EndedSeptember 30,
    
    
    October 1,
    
    
    Increase (decrease)2007
    
    
    2006
    
    
    $
    
    
    %New Equipment
    
    $
    9,461
    
    
    $
    8,813
    
    
    $
    648
    
    
    
    7.4Spare Parts
    
    
    4,297
    
    
    
    5,244
    
    
    
    (947
    )
    
    
    (18.1
    )Overhaul and Repair
    
    
    3,457
    
    
    
    3,529
    
    
    
    (72
    )
    
    
    (2.0
    )Engineering Services
    
    
    25
    
    
    
    96
    
    
    
    (71
    )
    
    
    (74.0
    )Net Sales
    
    
    17,240
    
    
    
    17,682
    
    
    
    (442
    )
    
    
    (2.5
    )Cost of Sales
    
    
    10,006
    
    
    
    10,508
    
    
    
    (502
    )
    
    
    (4.8
    )Gross Profit
    
    
    7,234
    
    
    
    7,174
    
    
    
    60
    
    
    
    0.8General,
administrative and
selling expenses
    
    
    4,953
    
    
    
    4,589
    
    
    
    364
    
    
    
    7.9Interest expense
    
    
    892
    
    
    
    1,017
    
    
    
    (125
    )
    
    
    (12.3
    )Net income
    
    $
    801
    
    
    $
    923
    
    
    $
    (122
    )
    
    
    (13.2
    )
 Net Sales
 Cost of Sales.
 Gross Profit
 19




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General, administrative and selling expenses
 Interest expense
 Net Income
 New orders
 Backlog
 20




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Six Months Ended September 30, 2007 Compared with Six Months Ended October 1, 2006 (in thousands)
 Six Months Ended
    
    
    IncreaseSeptember 30,
    
    
    October 1,
    
    
    (decrease)2007
    
    
    2006
    
    
    $
    
    
     %New Equipment
    
    $
    18,011
    
    
    $
    15,703
    
    
    $
    2,308
    
    
    
    14.7Spare Parts
    
    
    8,086
    
    
    
    10,279
    
    
    
    (2,193
    )
    
    
    (21.3
    )Overhaul and Repair
    
    
    7,104
    
    
    
    7,720
    
    
    
    (616
    )
    
    
    (8.0
    )Engineering Services
    
    
    294
    
    
    
    222
    
    
    
    72
    
    
    
    32.4Net Sales
    
    
    33,495
    
    
    
    33,924
    
    
    
    (429
    )
    
    
    (1.3
    )Cost of Sales
    
    
    19,844
    
    
    
    19,325
    
    
    
    519
    
    
    
    2.7Gross Profit
    
    
    13,651
    
    
    
    14,599
    
    
    
    (948
    )
    
    
    (6.5
    )General,
administrative and
selling expenses
    
    
    9,355
    
    
    
    9,335
    
    
    
    20
    
    
    
    0.2Interest expense
    
    
    1,824
    
    
    
    2,286
    
    
    
    (462
    )
    
    
    (20.2
    )Loss on
extinguishment of
debt
    
    
    
    
    
    
    1,331
    
    
    
    (1,331
    )
    
    
    (100.0
    )Net income
    
    $
    1,442
    
    
    $
    941
    
    
    $
    501
    
    
    
    53.2
 Net Sales
 Cost of Sales.
 Gross Profit
 21




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General, administrative and selling expenses
 Interest expense
 Loss on Extinguishment of Debt.
 Net Income
 New orders
 Backlog
 22




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Liquidity and Capital Resources
     Working Capital
    23




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Capital Expenditures
  Senior Credit Facility
 Senior Credit Facility 
   Tax Benefits from Net Operating Losses
  24




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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)
    
    $
    34,275
    
    
    $
    3,057
    
    
    $
    6,114
    
    
    $
    25,104
    
    
    $
    Estimated interest
payments on
long-term debt (b)
    
    
    8,583
    
    
    
    2,727
    
    
    
    4,687
    
    
    
    1,169
    
    
    
    Operating leases
    
    
    254
    
    
    
    71
    
    
    
    133
    
    
    
    50
    
    
    
    Total
    
    $
    43,112
    
    
    $
    5,855
    
    
    $
    10,934
    
    
    $
    26,323
    
    
    $
    
 
 (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 8.25%, the Companys estimated blended interest rate. Inflation
  Environmental Matters
  25




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26




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Litigation
  Recently Issued Accounting Standards
     27




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##### 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
  28




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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 4. Submission of Matters to a Vote of Security Holders
    Director Nominee
    
    Votes For
    
    WithheldWilliam H. Alderman
    
    
    8,145,501
    
    
    
    38,379Charles W. Grigg
    
    
    7,940,083
    
    
    
    243,797Jay R. Harris
    
    
    8,140,678
    
    
    
    43,202William J. Recker
    
    
    7,951,891
    
    
    
    231,989Russell M. Sarachek
    
    
    8,141,134
    
    
    
    42,746William M. Shockley
    
    
    7,939,786
    
    
    
    244,094Frederick Wasserman
    
    
    8,140,916
    
    
    
    42,964Robert L.G. White
    
    
    8,143,272
    
    
    
    40,608
   
 Item 6. Exhibits
 10.1
    
    Waiver Under Amended and Restated Credit Agreement dated as of September 6,
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.
 29




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SIGNATURES
  BREEZE-EASTERN CORPORATION(Registrant)Dated: November 7, 2007
    
    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