a5823424ex10-3.htm


    
      Exhibit
10.3

      


      Execution
Copy



     

     

     

     

     

     

    STOCKHOLDERS
AGREEMENT

     

    between

     

    BE
AEROSPACE, INC.

     

    and

     

    SELLER
ENTITIES ON SIGNATURE PAGES HERETO

     

    dated

     

    July 28,
2008

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      Table
of Contents

       

      Page     


       

    

    
      	
              Article I

              CERTAIN
      DEFINITIONS

            
	 
	
              1.01.

            	
              Certain
      Definitions

            	
              1

            
	 	 	 
	
              Article
      II

              RESTRICTIONS
      ON TRANSFERABILITY

            
	 
	
              2.01.

            	
              General

            	
              4

            
	
              2.02.

            	
              Improper
      Sale or Encumbrance

            	
              4

            
	
              2.03.

            	
              Restrictive
      Legends

            	
              4

            
	 	 	 
	
              Article
      III

              REGISTRATION
      RIGHTS

            
	 
	
              3.01.

            	
              Demand
      Registration

            	
              5

            
	
              3.02.

            	
              Piggyback
      Registration

            	
              6

            
	
              3.03.

            	
              Blackout
      Periods

            	
              7

            
	
              3.04.

            	
              Registration
      Procedures

            	
              8

            
	
              3.05.

            	
              Stockholder
      Information and Undertakings.

            	
              10

            
	
              3.06.

            	
              Expenses

            	
              11

            
	
              3.07.

            	
              Indemnification
      and Contribution

            	
              11

            
	
              3.08.

            	
              Certain
      Additional Limitations on Registration Rights

            	
              13

            
	
              3.09.

            	
              No
      Inconsistent Agreements

            	
              13

            
	
              3.10.

            	
              Selection
      of Underwriters to Serve as Book-Running Manager

            	
              14

            
	
              3.11.

            	
              Reports

            	
              14

            
	 	 	 
	
              Article
      IV

              ADDITIONAL
      RIGHTS

            
	 
	
              4.01.

            	
              No
      Participation in a Group or Solicitation of Proxies

            	
              14

            
	
              4.02.

            	
              Limitation
      on the Prohibition on Ownership of Common Stock

            	
              15

            
	 	 	 
	
              Article
      V

              MISCELLANEOUS

            
	 
	
              5.01.

            	
              Termination

            	
              15

            
	
              5.02.

            	
              Notices

            	
              16

            
	
              5.03.

            	
              Expenses

            	
              16

            
	
              5.04.

            	
              Headings

            	
              16

            
	
              5.05.

            	
              Severability

            	
              17

            
	
              5.06.

            	
              Entire
      Agreement; No Third-Party Beneficiaries

            	
              17

            
	
              5.07.

            	
              Amendment;
      Waiver

            	
              17

            
	
              5.08.

            	
              Binding
      Effect; Assignment

            	
              17

            
	
              5.09.

            	
              Specific
      Performance

            	
              17

            


    

     

     

    
       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

    

    
      Table
of Contents

       

      Page

    

     

    
      	
              5.10.

            	
              Governing
      Law

            	
              17

            
	
              5.11.

            	
              Dispute
      Resolution; Mediation; Jurisdiction

            	
              18

            
	
              5.12.

            	
              Public
      Announcements

            	
              19

            
	
              5.13.

            	
              Construction

            	
              19

            
	
              5.14.

            	
              Counterparts

            	
              19

            


    

     

     

     

    
       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

    

    
      STOCKHOLDERS
AGREEMENT

       

      This
Stockholders Agreement (this “Agreement”) is made
effective as of July 28, 2008, between BE Aerospace, Inc., a Delaware
corporation (the “Company”) and Seller
Entities on the signature pages hereto (collectively, the “Stockholder”).

       

      W I T N E S S E T
H:

       

      WHEREAS,
the Company and the Stockholder have entered into a Stock and Asset Purchase
Agreement, dated as of June 9, 2008 (the “Stock and Asset Purchase
Agreement”), pursuant to which the Company intends to acquire (the “Acquisition”) certain
entities and assets comprising the Stockholder’s “Consumables Solutions”
division;

       

      WHEREAS,
upon consummation of the transactions contemplated by the Stock and Asset
Purchase Agreement, the Stockholder will be issued in connection with the
Acquisition, an aggregate of 6,000,000 shares of Common Stock (the “Stockholder Stock”,
which includes any other shares of Common Stock acquired by the Stockholder by
way of stock dividend or stock split on the Stockholder Stock), constituting
approximately 6.05% of the shares of Common Stock outstanding on such date;
and

       

      WHEREAS,
the Company and the Stockholder wish to enter into this Agreement to set forth
their agreement as to the matters set forth herein with respect to the
Stockholder’s ownership of shares of Common Stock.

       

      NOW,
THEREFORE, in consideration of the premises and the mutual agreements and
covenants hereinafter set forth, and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and the
Stockholder hereby agree as follows:

       

      ARTICLE
I

      CERTAIN
DEFINITIONS

       

      1.01.      
Certain
Definitions.  As
used in this Agreement, the following terms shall have the following respective
meanings:

       

      “Affiliate” means,
with respect to any specified Person, any Person that directly, or indirectly
through one or more intermediaries, Controls, is Controlled by, or is under
common Control with, such specified Person.

       

      “Beneficial Ownership”
or “Beneficially
Own” has the meaning given such term in Rule 13d-3 under the
Exchange Act.

       

      “Board” means the
board of directors of the Company.

       

      “Business Day” means
any day except a Saturday, Sunday or other day on which commercial banking
institutions in the State of New York are authorized or required by Law to
close.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       “Commission” means the
Securities and Exchange Commission.

       

      “Common Stock” means
the Common Stock, par value $0.01 per share, of the Company.

       

      “Control” (including
the terms “Controlled
by” and “under
common Control with”) means, the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, as trustee or
executor, by contract or otherwise, including, without limitation, the
ownership, directly or indirectly, of securities having the power to elect a
majority of the board of directors or similar body governing the affairs of such
Person.

       

      “Encumbrance” means
any security interest, pledge, mortgage, lien, charge, adverse claim of
ownership or use, or other encumbrance of any kind other than pursuant to a
bona fide financing
transaction.

       

      “Exchange Act” means
the United States Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder.

       

      “Group” means a group
within the meaning of Section 13d-3 of the Exchange Act.

       

      “Law” means any
statute, law, ordinance, regulation, rule, code, executive order, injunction,
judgment, decree or other order issued or promulgated by any national,
supranational, state, federal, provincial, local or municipal government or any
administrative or regulatory body with authority therefrom with jurisdiction
over the Company and its Subsidiaries or the Stockholder and its Subsidiaries,
as the case may be.

       

      “Person” means, any
individual, partnership, firm, corporation, association, trust, unincorporated
organization or other entity, as well as any syndicate or group that would be
deemed to be a person under Section 13(d)(3) of the Exchange
Act.

       

      The terms
“register,”
“registered”
and “registration” refer
to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement by the Commission.

       

      “Registrable
Securities” means (a) the shares of Stockholder Stock held by the
Stockholder and (b) any securities issuable or issued or distributed in
respect of the Stockholder Stock identified in clause (a) by way of
stock dividend or stock split or in connection with a combination of shares,
recapitalization, reorganization, merger, consolidation or otherwise; provided that (x) Registrable
Securities shall cease to be Registrable Securities from and after the time that
such Registrable Securities have been sold by the Stockholder and (y) all Common
Stock Beneficially Owned by Stockholder shall cease to be Registrable Securities
upon the earlier of (A) the time that the aggregate number of shares of
Common Stock held by the Stockholder constitute less than 25% of the shares of
Common Stock received by the Stockholder pursuant to the Stock and Asset
Purchase Agreement and (B) five years after the date hereof.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      “Registration
Statement” means any Demand Registration Statement the registration
statement related to a Piggyback Registration, or any filing that may be made by
the Company, which would permit the offer and sale of the Stockholder Stock
pursuant to a registration statement of the Company.

       

      “Representative”
means, as to any Person, its directors, officers, employees, agents, advisors
(including, without limitation, financial advisors, counsel and
accountants).

       

      “Sale” means, in
respect of any Common Stock, any sale, assignment, transfer, distribution or
other disposition thereof or of a participation therein, or other conveyance of
legal or beneficial interest therein, or any short position in the Common Stock
or any other action or position with respect to the Common Stock otherwise
reducing risk related to ownership through hedging or other derivative
instruments.

       

      “Securities Act” means
the United States Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

       

      “Sell” means to
complete a Sale.

       

      “Subsidiary” or “Subsidiaries” of any
Person means any corporation, partnership, limited liability company, joint
venture, association or other legal entity of which such Person (either alone or
together with any other Subsidiary), owns, directly or indirectly, more than 50%
of the stock or other equity interests, the holders of which are generally
entitled to vote for the election of the board of directors or other governing
body of such corporation or other legal entity.

       

      “Third Party” means,
with respect to the Stockholder, any other Person other than the Stockholder,
the Company and any affiliate of the Company or the Stockholder.

       

      Each of
the following terms is defined in the Section set forth opposite such
term:

       

      
        	
                Term

              	
                Section

              
	 	 
	
                Acquisition

              	
                Preamble

              
	
                Agreement

              	
                Preamble

              
	
                Blackout
      Period

              	
                3.03

              
	
                Company

              	
                Preamble

              
	
                Demand
      Registration

              	
                3.01(a)

              
	
                Demand
      Registration Statement

              	
                3.01(a)

              
	
                Indemnified
      Party

              	
                3.07(d)

              
	
                Indemnifying
      Party

              	
                3.07(d)

              
	
                Initial
      Restricted Period

              	
                2.01(a)

              
	
                Initial
      Sale Period

              	
                2.01(c)

              
	
                Maximum
      Number of Securities

              	
                3.02(c)

              
	
                Piggyback
      Registration

              	
                3.02(a)

              
	
                Stockholder

              	
                Preamble

              
	
                Stock
      and Asset Purchase Agreement

              	
                Preamble

              
	
                Stockholder
      Stock

              	
                Preamble

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ARTICLE
II

      RESTRICTIONS
ON TRANSFERABILITY

       

      2.01.        General.  (a)  The
Stockholder understands and agrees that the Stockholder Stock has not been
registered and constitutes restricted securities under the Securities
Act.

       

      (b)           During
the period ending one year after the date hereof (the “Initial Restricted
Period”), the Stockholder may not make any Sale of, or create, incur or
assume any Encumbrance with respect to, any of the shares of Common Stock
acquired by the Stockholder pursuant to the Stock and Asset Purchase Agreement
or any other shares of Stockholder Stock other than pursuant to (i) a
transaction expressly approved by the Board or (ii) the terms of a Piggyback
Registration.

       

      (c)           During
the period beginning after the Initial Restricted Period and ending on the one
year anniversary thereof (the “Initial Sale
Period”), the Stockholder may make or solicit (i) any Sale of, or create,
incur or assume any Encumbrance with respect to, up to 50% of the Stockholder
Stock or (ii) a Sale pursuant to (A) a transaction expressly approved by the
Board or (B) the terms of a Piggyback Registration.

       

      (d)           The
Stockholder shall be permitted at anytime to Sell any Common Stock to any direct
or indirect wholly-owned Subsidiary of the Honeywell International Inc.; provided that (i) any such
wholly-owned Subsidiary becomes subject to the restrictions on transferability
contained in this Article II and (ii) Sales of Common Stock to Honeywell Holding
France SAS prior to January 1, 2009 shall not exceed $28,000,000 in the
aggregate (as determined by reference to the fair market value of Common Stock
on the date of the applicable Sale or Sales) and (iii) no Sale of Common Stock
will be made to Honeywell Deutschland GmbH prior to January 1,
2009.

       

      (e)           After the Initial Sale Period, the
Stockholder may make any Sale of all of the Stockholder Stock.  The
Stockholder agrees that it will not make any such Sale of any of the
Stockholder Stock except in compliance with the Securities
Act.

       

      2.02.        Improper Sale or
Encumbrance.  Any
attempt to make any Sale of, or create, incur or assume any Encumbrance with
respect to, any shares of Common Stock not in compliance with this Agreement
shall be null and void and of no force and effect, and the Company shall not
give any effect in the Company’s stock records to such attempted Sale or
Encumbrance.

       

      2.03.        Restrictive
Legends.  (a)  Each
certificate representing the shares of Stockholder Stock shall be stamped or
otherwise imprinted with legends in substantially the form reflected in
Section 2.03(a)(i) and Section 2.03(a)(ii) below (in addition to any legends
required by agreement or by applicable state securities laws);

       

      (i)           THE
SHARES OF COMMON STOCK OF BE AEROSPACE, INC, REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE
BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE
SALE OR DISTRIBUTION THEREOF.  SUCH SHARES GENERALLY MAY NOT BE SOLD
OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN APPLICABLE
EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID
ACT.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (ii)           THE
SHARES OF COMMON STOCK OF BE AEROSPACE INC. REPRESENTED HEREBY ARE SUBJECT TO
CERTAIN RESTRICTIONS UNDER THE TERMS OF THE STOCKHOLDER AGREEMENT DATED JULY 28,
2008, AS AMENDED FROM TIME TO TIME, BETWEEN BE AEROSPACE, INC. AND THE HOLDER
HEREOF AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT
IN ACCORDANCE WITH THE TERMS OF THAT AGREEMENT.

       

      (b)           The
Stockholder consents to the Company making a notation on its records and giving
instructions to any transfer agent of its capital stock in order to implement
the restrictions on transfer established in this Agreement.

       

      (c)           At
the request of the Stockholder, the Company shall provide any necessary
instructions to the transfer agent for its Common Stock to, (i) after the
Initial Restricted Period and in connection with a Sale of Stockholder Stock,
remove the legends described in Section 2.03(a) from each certificate evidencing
shares of Stockholder Stock transferred in compliance with the terms of
Section 2.01 and remove any transfer agent instructions prohibiting such
transfer and (ii) after the Initial Sale Period, with written notice from the
Stockholder to the Company, remove from the certificates evidencing all of the
Stockholder Stock the legends described in Section 2.03(a) and remove any
transfer agent instructions prohibiting such transfer.

       

      ARTICLE
III

      REGISTRATION
RIGHTS

       

      3.01.        Demand
Registration.  (a)  Subject
to Section 2.01 hereof, after receipt of a written request from the Stockholder
requesting that the Company effect a registration (each, a “Demand Registration”)
under the Securities Act covering all or part of the Stockholder’s Registrable
Securities (which such written request specifies information solely with respect
to the Stockholder required by the Company to prepare necessary documentation to
effect such Demand Registration regarding the intended method or methods of
disposition thereof and the number of shares to be disposed of) the Company
shall, no later than 30 days after receipt of the written request for a Demand
Registration, file with the Commission and use its reasonable best efforts to
cause to be declared effective a registration statement or other appropriate
filing with the Commission (a “Demand Registration
Statement”), which filing shall be compliant with Section 3.04, relating
to all shares of Registrable Securities which the Company has been so requested
by the Stockholder be registered for Sale; provided, however, that the
Company shall not be required to effect more than two (2) Demand Registrations;
and provided,
further, that
the Company shall not be required to effect a Demand Registration
(i) unless the aggregate number of the Registrable Securities requested to
be registered constitute at least 25% of the shares of Common Stock received by
the Stockholder pursuant to the Stock and Asset Purchase Agreement or
(ii) at the time when, because the Company’s independent public accounting
firm has not completed its audit or review of the Company’s annual or quarterly
financial statements, the Company is not able to file a registration statement
that complies with Securities Act (it being understood that the Demand
Registration shall be delayed until such filing is made).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b)           If
the Demand Registration Statement has not been made available to the Stockholder
within sixty (60) days after receipt of the written request for a Demand
Registration as required by Section 3.01(a), the Stockholder shall be entitled
to withdraw such request for a Demand Registration Statement by written notice
to the Company and such request for a Demand Registration shall not be
considered a Demand Registration pursuant to this Agreement.  Upon
receipt of such notice withdrawing such request for a Demand Registration, the
Company shall be permitted to cease all activities related to such request for a
Demand Registration.

       

      (c)           Subject
to Section 3.01(b), if the Company complies with the requirements applicable to
it in connection with a Demand Registration, and there is no material adverse
event relating to the Company the result of which, in the judgment of the
underwriter(s) selected to be book-running manager(s) for such Demand
Registration, adversely impacts the ability of the Stockholder to consummate a
Sale or the pricing related to such Sale pursuant to a Demand Registration, and
the Stockholder is unable or unwilling to sell Registerable Securities, such
Demand Registration shall constitute a Demand Registration pursuant to Section
3.01 and the Company shall be permitted to cease all activities related to such
request for a Demand Registration.

       

      (d)           The
Company and any other securityholder of the Company shall be permitted to Sell
Common Stock pursuant to a Demand Registration Statement; provided that, to the extent
the underwriter(s) acting as book-running manager(s) of such Demand Registation
determines that aggregate number of shares of Common Stock to be sold in the
Demand Registration is greater than the total number of shares of Common Stock
which can be sold in the offering without having an adverse impact on the
distribution or pricing of such Common Stock or otherwise having an adverse
impact on the marketability thereof, the Stockholder shall be permitted to Sell
all the shares of Common Stock it intends to dispose of as set forth in the
request for a Demand Registration delivered pursuant Section 3.01(a) of this
Agreement.

       

      3.02.        Piggyback
Registration.  (a)  If
the Company proposes to conduct an underwritten offering of Common Stock or
facilitate the sale of Common Stock by any other holder of its Common Stock in
an underwritten offering (other than through a resale registration statement, a
registration statement on Form S-4 or S-8 or any successor form for securities
to be offered in a transaction of the type referred to in Rule 145 under
the Securities Act or of stock issued to employees of the Company pursuant to
any employee benefit plan, respectively) (a “Piggyback
Registration”), it will give written notice to the Stockholder at least
ten (10) Business Days before the filing with the Commission of the registration
statement related to such Piggyback Registration, which notice shall set forth
the intended method of disposition of the Common Stock proposed to be
registered.  The notice shall offer to include in such filing such
shares of Registrable Securities as the Stockholder may request, subject to the
restrictions and limitations described in this Agreement.

       

      (b)           The
Stockholder shall advise the Company in writing within seven (7) Business Days
after the date of such offer from the Company, setting forth the number of such
Registrable Securities for which registration is requested.  The
Company shall thereupon include in such filing the number of Registrable
Securities for which registration is so requested, subject to paragraph (c)
below.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (c)           If
the underwriter(s) acting as book-running manager(s) of such proposed public
offering advises that the amount of Registrable Securities requested to be
included in the Piggyback Registration in addition to the securities being
registered by the Company and any other selling security holders would be
greater than the total number of securities which can be sold in the offering
without having an adverse impact on the distribution or pricing of such
securities or otherwise having a having an adverse impact on the marketability
thereof (the “Maximum
Number of Securities”), then:

       

      (i)       in
the event the Company initiated the Piggyback Registration, the Company shall
include in such Piggyback Registration first, all the shares of
Common Stock the Company proposes to register and second, the shares of Common
Stock of all other selling security holders, including the Stockholder, to be
included in such Piggyback Registration in an amount which together with the
shares of Common Stock the Company proposes to register, shall not exceed the
Maximum Number of Securities, such amount to be allocated among the Stockholder
and the other selling security holders on a pro rata basis (based on the
number of shares of Common Stock of the Company held by each such selling
security holder, including the Stockholder);

       

      (ii)           in
the event any holder of Common Stock of the Company (other than the Stockholder)
initiated the Piggyback Registration, the Company shall be permitted to include
in such Piggyback Registration first, the shares of Common
Stock such initiating security holder proposes to register, second, the shares of Common
Stock of any other selling security holders (including the Stockholder), in an
amount which together with the shares of Common Stock the initiating security
holder proposes to register, shall not exceed the Maximum Number of Securities,
such amount to be allocated among such other selling security holders on a pro rata basis (based on the
number of shares of Common Stock of the Company held by each such selling
security holder, including the Stockholder) and third, any shares of Common
Stock of the Company proposes to register, in an amount which together with the
securities the initiating security holder and the other selling security holders
propose to register, shall not exceed the Maximum Number of
Securities;

       

      (d)           Nothing
in this Section 3.02 shall prohibit the Company from withdrawing a Piggyback
Registration.

       

      3.03.        Blackout
Periods.  The
Company shall have the right to delay the filing or effectiveness of a
Registration Statement and any related actions required pursuant to
Section 3.01 or 3.02 in connection with a Demand Registration or Piggyback
Registration for periods aggregating not more than ninety (90) days in any
twelve-month period (each such period, a “Blackout Period”) in
the event that there is a possible acquisition or business combination or other
transaction, financing, business development or event involving the Company that
would in the good faith determination of the Board require disclosure in a
Registration Statement or prospectus, and the Company determines in the exercise
of its reasonable judgment that such disclosure is not in the best interest of
the Company or obtaining any financial statements relating to any such
acquisition or business combination required to be included in the Registration
Statement, after using its reasonable best efforts to obtain such financial
statements, would be impractical.  The Company shall promptly give the
Stockholder written notice of such determination.  Upon receipt of notice from the Company of its delay in
the filing or declaring the effectiveness of a Registration Statement during a
Blackout Period, the Stockholder may withdraw its Demand Registration at any
time prior to the expiration of the Blackout Period and such withdrawn Demand
Registration will not be counted as a Demand Registration for purposes of the
limitations in Section 3.01(a).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.04.       Registration
Procedures.  If
the Company is effecting a registration pursuant to Section 3.01 or Section
3.02, the Company will:

       

      (a)           prepare
and file with the Commission a Registration Statement with respect to such
securities that complies in all respects with the Securities Act and use its
reasonable best efforts to cause such Registration Statement promptly to become
and remain effective for such period of time as may be reasonably necessary for
the disposition of the Stockholder Stock, taking into account the nature of the
Sale contemplated by such registration;

       

      (b)         prepare
and file with the Commission such amendments and supplements to such
Registration Statement and the prospectus used in connection with such
Registration Statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by such
Registration Statement, and keep such Registration Statement effective for such
period of time necessary for the disposition of the Stockholder Stock, taking
into account the nature of the Sale contemplated by such
registration;

       

      (c)           furnish
to the Stockholder two conformed copies of the applicable Registration Statement
and each such amendment and supplement thereto, and a number of copies of any
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents, as the Stockholder
may reasonably request in order to facilitate the disposition of Registrable
Securities owned by them contemplated by such Sale;

       

      (d)         if
required by applicable law, use its reasonable best efforts to register and
qualify the securities covered by such Registration Statement under such other
securities or “Blue Sky” laws of such U.S. jurisdictions as shall be reasonably
requested by the Stockholder (and maintain such registrations and qualifications
effective for the applicable period of time set forth in Section 3.04(a) above,
and to do any and all other acts and things reasonably necessary or advisable to
enable the Stockholder to consummate the disposition in such jurisdictions of
such shares as contemplated by such registration); provided that the Company
shall not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of process in any
such states or jurisdictions;

       

      (e)         furnish,
at the request of the Stockholder requesting registration of Registrable
Securities pursuant to Section 3.01, or Section 3.02, on the date that the
shares of Registrable Securities are delivered to the underwriters for sale
pursuant to such registration, (i) the signed opinions, dated such date, of
the internal and independent legal counsel representing the Company for the
purpose of such registration, addressed to the underwriters as to such matters
as such underwriters may reasonably request and as would be customary for the
Company in such a transaction; (ii) a customary “comfort letter” from the
independent certified public accountants of the Company, addressed to the
underwriters;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (f)         enter
into customary agreements (including an underwriting agreement in customary form
for the Company) and take such other actions as are reasonably required in order
to expedite or facilitate the disposition of such Registrable
Securities;

       

      (g)         use
its reasonable best efforts to cause all such Registrable Securities subject to
a permitted Sale hereunder to be listed on each securities exchange or quotation
system on which similar securities issued by the Company are listed or
traded;

       

      (h)         use
its reasonable best efforts to prevent the issuance or obtain the withdrawal of
any order suspending the effectiveness of such Registration Statement at the
earliest possible time;

       

      (i)         use
its reasonable best efforts to comply with all applicable rules and regulations
of the Commission;

       

      (j)         give
written notice to the Stockholder:

       

      (i)       when
such Registration Statement or any amendment thereto has been filed with the
Commission and when such Registration Statement or any post-effective amendment
thereto has become effective;

       

      (ii)           of
any request by the Commission for amendments or supplements to such Registration
Statement or the prospectus included therein or for additional
information;

       

      (iii)           of
the issuance by the Commission of any stop order suspending the effectiveness of
such Registration Statement or the initiation of any proceedings for that
purpose;

       

      (iv)           of
the receipt by the Company or its legal counsel of any notification with respect
to the suspension of the qualification of the Common Stock for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose; and

       

      (v)           of
the happening of any event that requires the Company to make changes in such
Registration Statement or the prospectus in order to make the statements made or
incorporated therein not misleading (which notice shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite changes
have been made);

       

      (k)         furnish
to the Stockholder, without charge, at least one copy of such Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if the Stockholder so requests in writing, all
exhibits (including those, if any, incorporated by reference);

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (l)         upon
the occurrence of any event contemplated by Section 3.04(j)(ii), (iii),
(iv) and (v) above, where necessary, promptly prepare a post-effective amendment
to such Registration Statement or a supplement to the related prospectus or file
any other required document so that, as thereafter delivered to the Stockholder,
the prospectus will not contain or incorporate an untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements made therein or incorporated therein not
misleading.  If the Company notifies the Stockholder in accordance
with Section 3.04(j)(v) above to suspend the use of the prospectus until
the requisite changes to the prospectus have been made, then the Stockholder
shall suspend use of such prospectus and, if asked to do so by the Company, will
use its reasonable efforts to return to the Company all copies of such
prospectus (at the Company’s expense), and the period of effectiveness of such
Registration Statement provided for above shall be extended by the number of
days from and including the date of the giving of such notice to the date the
Stockholder shall have received such amended or supplemented prospectus pursuant
to this Section 3.04(l);

       

      (m)           comply
with all applicable FINRA requirements and promptly respond to any Commission
and FINRA comments received in connection with the preparation and filing of a
Registration Statement and any related documents, and, where such comments
directly relate to the Stockholder or the Stockholder’s inclusion in the
Registration Statement, furnish the Stockholder with copies of such FINRA
comments and Company’s responses;

       

      (n)           make
reasonably available for inspection by any underwriter participating in any
disposition pursuant to such Registration Statement and any attorney, accountant
or other agent retained by such underwriter, all relevant corporate documents,
financing information and other records of the Company that the Company
customarily provides to underwriters in similar underwritten offerings by the
Company and cause the Company’s officers, directors and employees to supply the
underwriter all relevant information that the Company customarily provides to
underwriters in similar underwritten offerings by the Company in connection with
their diligence reviews; and

       

      (o)           use
reasonable best efforts to procure the cooperation of the Company’s transfer
agent in settling any offering or sale of Registrable Securities, including with
respect to the transfer of physical stock certificates into book-entry form in
accordance with any procedures reasonably requested by the Stockholder or the
underwriters.

       

      3.05.        Stockholder Information and
Undertakings.     
It shall be a condition precedent to the obligation of the Company to take any
action pursuant to this Agreement in respect of the Registrable Securities which
are to be registered at the request of the Stockholder that the Stockholder
shall furnish to the Company such information regarding the Stockholder and the
Registrable Securities held by the Stockholder as the Company shall reasonably
request and as shall be required to be provided for a selling stockholder to
effect a sale of Common Stock on a Registration Statement.

       

      Additionally, the Stockholder agrees to
(a) enter into customary agreements (including an underwriting agreement in
customary form) with the underwriter or underwriters selected for an
underwritten offering and (b) furnish the underwriters a signed opinion of the
Stockholder’s independent legal counsel addressing such matters as the
underwriters may reasonably request and as would be customary for a selling
stockholder in such a transaction.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.06.        Expenses.  The
Company shall pay all the fees and expenses associated with the sale of
Registrable Securities by the Stockholder, including filings, printer and
accounting fees and fees and disbursements of counsel of the Company; provided that the fees and expenses
of a Stockholder’s advisors, its counsel and its representatives and all
underwriters’ discounts and commissions associated with any Sale of Common Stock
sold by a Stockholder shall be borne by such Stockholder.

       

      3.07.        Indemnification and
Contribution.  (a)  The
Company shall indemnify and hold harmless the Stockholder, the Stockholder’s
directors and officers, employees, stockholders, agents and representatives of
the Stockholder, each person who participates in the offering of such
Registrable Securities, including underwriters (as defined in the Securities
Act), and each Person, if any, who Controls the Stockholder or participating
person within the meaning of the Securities Act (collectively, the “Stockholder
Parties” and each, a “Stockholder Party”) against any losses, claims, damages or
liabilities, joint or several, to which they may become subject under the
Securities Act, the Exchange Act, other federal or state law or otherwise,
insofar as such losses, claims, damages or liabilities (or proceedings in
respect thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively, a “Violation”): (i) any untrue statement
or alleged untrue statement of any material fact contained in such registration
statement on the effective date thereof (including any preliminary or final
prospectus under the Securities Act or any amendments or supplements thereto);
(ii) the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or (iii) any violation or alleged violation by the Company of the Securities
Act, the Exchange Act, any state securities law or any rule or regulation
promulgated under the Securities Act, the Exchange Act or any state securities
law, and the Company shall reimburse, as incurred, each the Stockholder Parties
for any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the
Company shall not be liable to the Stockholder Parties in any such case for any
such loss, claim, damage, liability or action to the extent that it arises out
of or is based upon an untrue statement or alleged untrue statement or omission
or alleged omission made in connection with such registration statement,
preliminary prospectus, final prospectus or amendments or supplements thereto,
in reliance upon and in conformity with written information expressly furnished
for use in connection with such registration by any of the Stockholder
Parties.  Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of any the Stockholder
Parties and shall survive the transfer of such securities by the
Stockholder.

       

      (b)           The
Stockholder shall indemnify and hold harmless the Company, each of its directors
and officers, each person, if any, who controls the Company within the meaning
of the Securities Act, and each agent and any underwriter for the Company
(within the meaning of the Securities Act) against any losses, claims, damages
or liabilities, joint or several, to which the Company or any such director,
officer, controlling person, agent or underwriter may become subject, under the
Securities Act or otherwise, to the extent that such losses, claims, damages or
liabilities (or proceedings in respect thereof) arise out of or are based upon
any Violation, in each case to the extent, but only to the extent, that such
Violation was made in such registration statement, preliminary or final
prospectus, or amendments or supplements thereto, in reliance upon and in
conformity with written information expressly furnished by or on behalf of the
Stockholder  for use in connection with such registration; provided, however, that the
Stockholder’s liability under this Section 3.07(b) shall not exceed the net
proceeds from the offering received by the Stockholder.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (c)           If
the indemnification provided for in this Section 3.07 from the indemnifying
party is unavailable to an indemnified party hereunder in respect of any losses,
claims, damages, liabilities or expenses referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations.  The relative fault of such indemnifying
party and indemnified parties shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact, has been made by, or relates to information supplied by, such indemnifying
party or indemnified parties, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such
action.  The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include any legal or other fees or expenses reasonably incurred by
such party in connection with any investigation or proceeding.  If the
allocation provided in this Section 3.07(c) is not permitted by applicable
Law, the parties shall contribute based upon the relative benefits received by
the Company from the initial sale of the Registrable Securities on the one hand
and the net proceeds received by the Stockholder from the sale of Registrable
Securities on the other.

       

      The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 3.07(c) were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph.  No
Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

       

      Notwithstanding
anything in this Section 3.07(c), no contribution by the Stockholder, when
combined with any amounts paid pursuant to Section 3.07(b), shall exceed the net
proceeds from the offering received by the Stockholder.

       

      (d)           Any
Person entitled to indemnification hereunder (the “Indemnified Party”)
agrees to give prompt written notice to the indemnifying party (the “Indemnifying Party”)
after the receipt by the Indemnified Party of any written notice of the
commencement of any action, suit, proceeding or investigation or threat thereof
made in writing for which the Indemnified Party intends to claim indemnification
or contribution pursuant to this Agreement; provided, that the
failure so to notify the Indemnified Party shall not relieve the Indemnifying
Party of any liability that it may have to the Indemnifying Party hereunder
unless such failure is materially prejudicial to the Indemnifying
Party.  If notice of commencement of any such action is given to the
Indemnifying Party as above provided, the Indemnifying Party shall be entitled
to participate in and, to the extent it may wish, to assume the defense of such
action at its own expense, with counsel chosen by it and reasonably satisfactory
to the Indemnified Party.  The Indemnified Party shall have the right
to employ separate counsel in any such action and participate in the defense
thereof, but the fees and expenses of such counsel shall be paid by the
Indemnified Party unless (i) the Indemnifying Party agrees to pay the same,
(ii) the Indemnifying Party fails to assume the defense of such action, or
(iii) the named parties to any such action (including any impleaded
parties) have been advised by such counsel that either (A) representation
of such Indemnified Party and the Indemnifying Party by the same counsel would
be inappropriate under applicable standards of professional conduct or
(B) there are one or more legal defenses available to it which are
substantially different from or additional to those available to the
Indemnifying Party.  No Indemnifying Party shall be liable for any
settlement entered into without its written consent, which consent shall not be
unreasonably withheld.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (e)           The
agreements contained in this Section 3.07 shall survive the transfer of the
Registered Securities by the Stockholder and sale of all the Registrable
Securities pursuant to any registration statement and shall remain in full force
and effect, regardless of any investigation made by or on behalf of the
Stockholder or such director, officer or participating or controlling
Person.

       

      3.08.        Certain Additional
Limitations on Registration Rights.  Notwithstanding
the other provisions of this Agreement, the Company shall not be obligated to
register the Registrable Securities of the Stockholder (a) if the
Stockholder shall fail to furnish to the Company information regarding the
Stockholder required pursuant to the Securities Act or Section 3.05 of this
Agreement in respect of the distribution of such Registrable Securities or
(b) in connection with a Piggyback Registration, such Registrable
Securities are not included in such underwritten offering on the same terms and
conditions as shall be applicable to the other Common Stock being sold through
underwriters in the registration.

       

      The
Stockholder agrees to enter into a customary ninety (90) day lock-up agreement
with the underwriters for an offering, under any Demand Registration Statement,
or any registration statement in connection with a Piggyback Registration in
which the Stockholder was entitled to participate; provided that all executive
officers who typically provide lock-up in an offering of Common Stock and
directors of the Company enter into similar agreements in connection with such
offering; provided
further that if the underwriters in an offering of Common Stock in which
the Stockholder provided a lock-up grants any waivers to any executive officer
or director of the Company in connection with such agreements, then the
Stockholder shall be entitled to a waiver on similar terms and on a similar
scope.

       

      3.09.        No Inconsistent
Agreements.  As
of the date of this Agreement, the Company has not granted registration rights
with respect to shares of its Common Stock to any holders of Common Stock,
except as may have been granted pursuant to employee benefits arrangements of
the Company.  The Company will not hereafter enter into any agreement
with respect to its securities, which is inconsistent in any material respects
with the rights granted to the Stockholder in this Agreement and the Company
will not grant a holder of Common Stock “piggyback” rights with respect to such
holders Common Stock that give such holder priority over the Stockholder in
connection with a registration of Common Stock.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.10.        Selection of
Underwriters to
Serve as Book-Running Manager.  In
the event the Stockholder has made a request for a Demand Registration, the
underwriter(s) serving as book-running manager (s) and the other underwriter(s)
shall be selected by the Company and, if the Company is not also offering to
issue and sell shares of Common Stock pursuant to such underwritten offering,
shall be approved by the Stockholder, which approval shall not be unreasonably
withheld or delayed.  Any or all of the conditions precedent to the
obligations of such underwriters under the underwriting agreement shall be
conditions precedent to the obligations of the Stockholder (other than
conditions the fulfillment of which is within the power of the
Stockholder).  The Stockholder shall not be required to make any
representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding the
Stockholder, the Registrable Securities of the Stockholder and the Stockholder’s
intended method of distribution and any other representations required by
Law.

       

      3.11.        Reports.  The
Company agrees to provide such information as may be necessary under the Unites
States securities laws to enable the Stockholder to Sell the Stockholder Stock
on an unrestricted basis in compliance with Rule 144 under the Securities
Act.

       

      ARTICLE
IV

      ADDITIONAL
RIGHTS 

       

      4.01.        No Participation in a Group
or Solicitation of Proxies.  The
Stockholder agrees that, prior to the later of the two year anniversary of the
date hereof or such time the Stockholder no longer Beneficially Own 4% or more
of the then-outstanding shares of Common Stock (the “Standstill Period”),
it will not, and it will cause its Affiliates not to, without the prior written
consent of the Company or its Board, directly or indirectly:

       

      (a)           acquire,
offer to acquire or agree to acquire, directly or indirectly, by purchase or
otherwise, any equity or equity-linked securities of the Company or debt
securities convertible or exchangeable into equity securities of the Company or
direct or indirect rights to acquire any equity or equity-linked securities or
any material amount of assets of the Company (other than pursuant to ordinary
course commercial transactions) or any division thereof;

       

      (b)           seek
or propose to influence or control the management or policies of the Board or
the Company or any Subsidiary thereof including through bylaw amendments or
seeking to elect a representative to the Board or seek removal of any members of
the Board, or make or in any way participate, directly or indirectly, in any
“solicitation” of “proxies” (as such terms are used in the rules of the
Commission) to vote any voting securities of the Company, or seek to advise or
influence any person or entity with respect to the voting of any voting
securities of the Company;

       

      (c)           make
any public announcement with respect to, or publicly submit a proposal for or
offer of (with or without conditions), any merger, recapitalization,
reorganization, business combination or other extraordinary transaction
involving the Company or any Subsidiary thereof or any of their securities or
material assets;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (d)           enter
into any discussions, negotiations, arrangements or understandings with any
Third Party with respect to any of the foregoing, or otherwise form, join or in
any way engage in discussions relating to the formation of, or participate in, a
Group, with the purposes of engaging in any of the foregoing; or

       

      (e)           publicly
request that the Company or any of its Representatives, directly or indirectly,
to amend or waive any provision of this paragraph (including this
sentence);

       

      provided however, that none of
the foregoing (x) shall prevent the Stockholder from Selling or voting its
Common Stock with respect to any matter as to which a stockholder vote is
solicited or (y) shall prohibit the Stockholder from soliciting, offering,
seeking to effect and negotiating with any Person with respect to transfers of
Common Stock permitted by Section 2.01.

       

      4.02.        Limitation on the
Prohibition on Ownership of Common
Stock.  Notwithstanding
Section 4.01, the following shall not be deemed to be a breach by the
Stockholder or its Affiliates on the prohibition from purchasing or otherwise
acquiring, directly or indirectly, Beneficial Ownership of Common Stock: (a) by
way of stock dividends or other distributions by the Company to holders of
Common Stock generally in accordance with their pro rata security ownership, and
(b) by Stockholder’s or any of its Affiliate’s pension trust or similar employee
benefit plan investment vehicle, provided that any
securities acquired shall be held for investment purposes only and such benefit
plans shall comply with the ERISA requirements as to the independence of
investment decisions.   

       

      ARTICLE
V

      MISCELLANEOUS

       

      5.01.        Termination.  (a)  This
Agreement shall terminate only:

       

      (i)           by
virtue of a written agreement to that effect, signed by all parties hereto or
all parties then possessing any rights hereunder; or

       

      (ii)           upon
the expiration of (A) all rights created hereunder and (B) all statutes of
limitations applicable to the enforcement of claims hereunder;

       

      provided that no
termination of this Agreement pursuant to paragraph (i) or (ii) above shall
affect the right of any party to recover damages or collect indemnification for
any breach of the representations, warranties or covenants herein that occurred
prior to such termination.

       

      (b)           The
restrictions contained in Section 2.01 and Section 4.01 of this Agreement
shall terminate upon the final closing with respect to, whether accomplished
through one or a series of related transactions, (i) a merger,
consolidation or other business combination following which the outstanding
Common Stock immediately prior to such transaction will represent less than 50%
of the outstanding Common Stock of the Company or other entity surviving such
transaction or any entity Controlling the Company immediately after the
completion of the transaction, (ii) a Sale of all or substantially all of
the assets of the Company and its subsidiaries, or (iii) a transaction as a
result of which any Person or Group acquires at least 50% of the outstanding
Common Stock of the Company or pursuant to which such Person or Group has the
right to elect the majority of the members of the Board.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.02.        Notices.  All
notices, requests, claims, demands and other communications hereunder shall be
in writing and shall be given (and shall be deemed to have been duly given upon
receipt) by delivery in person, by courier service, by fax or by registered or
certified mail (postage prepaid, return receipt requested) to the respective
parties at the following addresses (or at such other address for a party as
shall be specified by notice given in accordance with this
Section 5.02):

       

      (a)           if
to the Company:

       

      BE
Aerospace, Inc.

      1400
Corporate Center Way

      Wellington,
Florida 33414

      Attention:
Thomas P. McCaffrey

       

      with a
copy to:

      


      Shearman
& Sterling LLP

      599
Lexington Avenue

      New York,
New York 10020

      Attention:
Creighton Condon

       

      (b)           if
to the Stockholder:

       

      Honeywell
International Inc.

      101
Columbia Road

      P.O. Box
4000

      Morristown,
New Jersey 07962-2487

      Attention:
General Counsel and Senior Vice President

      Telecopy
No.: (973) 455-4217

      


      with a
copy to:

      


      David
Robbins, Esq.

      Bingham
McCutchen LLP

      355 S.
Grand Avenue, Suite 4400

      Los
Angeles, California 90071

      Telecopy
No.: (213) 680-6499

      


      5.03.        Expenses.  Except
as otherwise specified in this Agreement, all costs and expenses, including,
without limitation, fees and disbursements of counsel, financial advisors and
accountants, incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such costs or
expenses.

       

      5.04.        Headings.  When
a reference is made in this Agreement to Articles or Sections, such reference is
to an Article or a Section of this Agreement, unless otherwise
indicated.  When a reference is made in this Agreement to a party or
parties, such reference is to parties to this Agreement, unless otherwise
indicated.  The table of contents and headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.  Whenever the words
“include,” “includes” or “including” are used in this Agreement, they shall be
understood to be followed by the words “without limitation.”  The
definitions in this Agreement are applicable to the singular as well as the
plural forms of such terms.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.05.        Severability.  If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of Law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any
party.  Upon a determination that any term or other provision is
invalid, illegal or incapable of being enforced, the Company and the Stockholder
shall negotiate in good faith to modify this Agreement so as to affect their
original intent as closely as possible in an acceptable manner to the end that
the transactions contemplated hereby are fulfilled to the maximum extent
possible.

       

      5.06.        Entire Agreement; No
Third-Party Beneficiaries.  This
Agreement constitutes the entire agreement and supersedes any and all other
prior agreements and undertakings, both written and oral, among the parties
hereto, or any of them, with respect to the subject matter hereof and does not,
and is not intended to, confer upon any Person any rights or remedies
hereunder.

       

      5.07.        Amendment;
Waiver.  This
Agreement may be amended only in a writing signed by all parties
hereto.  Any waiver of rights hereunder must be set forth in
writing.  A waiver of any breach or failure to enforce any of the
terms or conditions of this Agreement shall not in any way affect, limit or
waive either party’s rights at any time to enforce strict compliance thereafter
with every term or condition of this Agreement.

       

      5.08.        Binding Effect;
Assignment.  This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective legal representatives and
successors.  Notwithstanding the foregoing, this Agreement shall not
be assigned by any party hereto by operation of Law or otherwise without the
express written consent of the other party.

       

      5.09.        Specific
Performance. The parties agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached.  It is accordingly agreed that the parties shall
be entitled to an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this
Agreement, this being in addition to any other remedy to which they are entitled
at law or in equity.  Nothing contained herein shall prevent a party
from seeking damages in the event that specific performance is not
available.

       

      5.10.        Governing
Law.  Any
and all claims, disputes or controversies in any way arising out of or relating
to this Agreement, and the existence or validity of any and all defenses to such
claims, disputes or controversies, shall be governed and resolved exclusively by
the laws of the State of New York, notwithstanding the existence of any conflict
of laws principles that otherwise would dictate the application of any other
state’s law.  Each party irrevocably and unconditionally waives any
right to object to the application of New York law or argue against its
applicability to any of the matters referenced in the immediately preceding
sentence.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.11.        Dispute Resolution;
Mediation; Jurisdiction.

       

      (a)           Subject
to Section 5.09, in the event of any dispute, controversy or claim in any way
arising out of or relating to this Agreement (a “Dispute”), upon the
written notice of either party hereto, the parties hereto shall attempt to
negotiate a resolution of the Dispute.  If the parties hereto are
unable for any reason to resolve a Dispute within 30 days after the receipt of
such notice, the Dispute shall be submitted to mediation in accordance with
Section 5.11(b).

       

      (b)           Subject
to Section 5.09, any Dispute not resolved pursuant to Section 5.11(a) shall, at
the request of either party hereto (a “Mediation Request”),
be submitted to non-binding mediation in accordance with the then current CPR
Mediation Procedure (the “Procedure”), except
as modified herein.  The mediation shall be held in New York, New
York.  The parties shall have 20 days from receipt by a party of a
Mediation Request to agree on a mediator.  If no mediator has been
agreed upon by the parties within 20 days of receipt by a party (or parties) of
a Mediation Request, then any party may request (on written notice to the other
parties), that the CPR appoint a mediator in accordance with the
Procedure.  All mediation pursuant to this clause shall be
confidential and shall be treated as compromise and settlement negotiations, and
no oral or documentary representations made by the parties during such mediation
shall be admissible for any purpose in any subsequent proceedings.  No
party hereto shall disclose or permit the disclosure of any information about
the evidence adduced or the documents produced by the other parties in the
mediation proceedings or about the existence, contents or results of the
mediation without the prior written consent of such other parties except in the
course of a judicial or regulatory proceeding or as may be required by Law or
requested by a governmental authority or securities exchange.  Before
making any disclosure permitted by the preceding sentence, the party intending
to make such disclosure shall give the other parties reasonable written notice
of the intended disclosure and afford the other parties a reasonable opportunity
to protect its interests.  If the Dispute has not been resolved within
60 days of the appointment of a mediator, or within 90 days of receipt by a
party of a Mediation Request (whichever occurs sooner), or within such longer
period as the parties may agree to in writing, then any party may file an action
on the Dispute in any court having jurisdiction in accordance with Section
5.11(c).

       

      (c)           Each
of the parties hereby irrevocably and unconditionally consents to submit to the
exclusive jurisdiction of the courts of the State of New York sitting in New
York County and the courts of the United States of America located in New York
County, New York for any litigation arising out of or relating to this Agreement
or the transactions contemplated hereby (and agrees not to commence any
litigation relating hereto except in such courts), and further agrees that
service of any process, summons, notice or document by U.S. registered mail to
its respective address set forth in Section 5.02, shall be effective service of
process for any litigation brought against it in any such court.  Each
of the parties hereby irrevocably and unconditionally waives any objection to
the laying of venue of any litigation arising out of this Agreement or the
transactions contemplated hereby in the courts of the State of New York sitting
in New York County or the courts of the United States of America located in New
York County, New York and hereby further irrevocably and unconditionally waives
and agrees not to plead or claim in any such court that any such litigation
brought in any such court has been brought in an inconvenient
forum.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN CONNECTION WITH
ANY LITIGATION ARISING OUT OF OR RELATING IN ANY WAY TO TRANSACTION
MATTERS.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      5.12.        Public
Announcements.  Unless
otherwise required by applicable law, listing requirements or as may be
customary in connection with the transactions contemplated by this Agreement,
the Stockholder shall not make, or cause to be made, any press release or public
announcement in respect of this Agreement or the transactions contemplated by
this Agreement without the prior consent of the Company, which shall not be
unreasonably withheld.

       

      5.13.        Construction.  The
headings of Articles and Sections in this Agreement are provided for convenience
only and will not affect its construction or interpretation.  The
language used in this Agreement is the language chosen by the parties to express
their mutual intent, and no rule of strict construction shall be applied against
any party.

       

      5.14.        Counterparts.  This
Agreement may be executed simultaneously in one or more
counterparts (including by facsimile or electronic .pdf submission), and by
the different parties in separate counterparts, each of which when executed
shall be deemed to be an original, but all of which shall constitute one and the
same agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date first
set forth above.

       

      
        
          	 	BE
      AEROSPACE, INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ THOMAS
      P. MCCAFFREY	 
	 	 	Name:
      Thomas P. McCaffrey	 
	 	 	Title:   Senior
      Vice President and	 
	 	 	
                  Chief
      Finacial Officer

                	 


        

      

      


       

      
      

      


      
        
          	 	SELLERS:	 
	 	 	 
	 	HONEYWELL
      INTERNATIONAL INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ ANNE
      T. MADDEN	 
	 	 	Name:  Anne
      T. Madden	 
	 	 	

                  Title:    Vice
      President,

                	 
	 	 	            
      Corporate Development and	 
	 	 	            
      Global Head of M & A	 


        

      

       

       

      
        
          	 	HONEYWELL
      UK LIMITED	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ ANNE
      T. MADDEN	 
	 	 	Name:  Anne
      T. Madden	 
	 	 	Title:   Authorized
      Signatory	 


        

      

       

       

      
        
          	 	HONEYWELL
      HOLDING FRANCE SAS	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ ANNE
      T. MADDEN	 
	 	 	Name:  Anne
      T. Madden	 
	 	 	Title:   Authorized
      Signatory	 
	 	 	 	 


        

      

      
      

       

      
        
          	 	

                  HONEYWELL
      DEUTSCHLAND GMBH

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ ANNE
      T. MADDEN	 
	 	 	Name:  Anne
      T. Madden	 
	 	 	Title:   Authorized
      Signatory	 
	 	 	 	 


        

      

       

      
         

         

        [Signature
Page to Stockholders Agreement]