CPI INTERNATIONAL, INC. STOCK OPTION AGREEMENT (DIRECTORS)Stock Option Agreement • April 11th, 2006 • Cpi International, Inc. • Electronic components & accessories • Delaware
FORM OF NONQUALIFIED STOCK OPTION AGREEMENT (EMPLOYEES)Nonqualified Stock Option Agreement • May 17th, 2004 • Cpi Holdco Inc • New York
UNDERWRITING AGREEMENT UNDERWRITING AGREEMENTUnderwriting Agreement • April 11th, 2006 • Cpi International, Inc. • Electronic components & accessories • New York
AMENDED AND RESTATED AS OF NOVEMBER 29, 2004 AMONG COMMUNICATIONS & POWER INDUSTRIES, INC., AS BORROWER,Credit Agreement • December 30th, 2004 • Cpi Holdco Inc • Electronic components & accessories • New York
EXHIBIT 4.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF _________, 2006Registration Rights Agreement • April 11th, 2006 • Cpi International, Inc. • Electronic components & accessories • Delaware
CPI INTERNATIONAL, INC. STOCK OPTION AGREEMENT (SENIOR EXECUTIVES) (IPO GRANT)Stock Option Agreement • April 11th, 2006 • Cpi International, Inc. • Electronic components & accessories • Delaware
RECITALSModification Agreement • August 13th, 2004 • Cpi Holdco Inc • Electronic components & accessories • California
EXHIBIT 10.1 AGREEMENT OF PURCHASE AND SALE 301 INDUSTRIAL WAY SAN CARLOS, CA By and BetweenPurchase and Sale Agreement • August 13th, 2004 • Cpi Holdco Inc • Electronic components & accessories • California
Agreement and Plan of MergerMerger Agreement • December 6th, 2010 • Cpi International, Inc. • Electronic components & accessories • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 24, 2010, is entered into by and among Catalyst Holdings, Inc., a Delaware corporation ("Parent"), Catalyst Acquisition, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), and CPI International, Inc., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Section 1.1.
CPI INTERNATIONAL, INC. RESTRICTED STOCK AGREEMENT (DIRECTORS)Restricted Stock Agreement • April 11th, 2006 • Cpi International, Inc. • Electronic components & accessories • Delaware
CREDIT AGREEMENTCredit Agreement • March 24th, 2010 • Cpi International, Inc. • Electronic components & accessories • New York
CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of January 23, 2004, amended and restated as of November 29, 2004, among COMMUNICATIONS & POWER INDUSTRIES, INC., a Delaware corporation (“Borrower”), CPI HOLDCO, INC. (formerly known as CPI Acquisition Corp.), a Delaware corporation (“Parent”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Article I), the Lenders, UBS SECURITIES LLC and BEAR, STEARNS & CO. INC., as joint lead arrangers and bookrunners (in such capacity, “Joint Lead Arrangers”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and as issuing bank (in such capacity, “Issuing Bank”) and as administrative
EXHIBIT 4.2 AMENDED AND RESTATED MANAGEMENT STOCKHOLDERS AGREEMENT DATED AS OF _______, 2006Management Stockholders Agreement • April 11th, 2006 • Cpi International, Inc. • Electronic components & accessories • Delaware
EXHIBIT 10.33 EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into as of [_______], 2006, by and between Communications & Power Industries, Inc., a Delaware corporation (hereinafter called the "Corporation"), and Joel A. Littman (hereinafter...Employment Agreement • April 11th, 2006 • Cpi International, Inc. • Electronic components & accessories • California
Floating Rate Senior Notes due 2015Indenture • February 23rd, 2005 • Cpi Holdco Inc • Electronic components & accessories • New York
INDENTURE dated as of February 22, 2005 between CPI Holdco, Inc., a Delaware corporation (the “Issuer”), and The Bank of New York Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2008 • Cpi International, Inc. • Electronic components & accessories • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into as of January 17, 2008, by and between Communications & Power Industries, Inc., a Delaware corporation (hereinafter called the “Corporation”), and Joel A. Littman (hereinafter called the “Executive”).
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 24th, 2010 • Cpi International, Inc. • Electronic components & accessories • New York
AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of August 1, 2007, among COMMUNICATIONS & POWER INDUSTRIES, INC., a Delaware corporation (“Borrower”), CPI INTERNATIONAL, INC. (formerly known as CPI Holdco, Inc.), a Delaware corporation (“Parent”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Article I), the Lenders, UBS SECURITIES LLC and BEAR, STEARNS & CO. INC., as joint lead arrangers and bookrunners (in such capacity, “Joint Lead Arrangers”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, and collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and as issuing bank (in such capacity, “Issuing Bank”), BEAR STEARNS CORPORATE LENDING INC., as S
AGREEMENT AND PLAN OF MERGER by and among CATALYST HOLDINGS, INC., CATALYST ACQUISITION, INC. and CPI INTERNATIONAL, INC. dated as of November 24, 2010Merger Agreement • November 29th, 2010 • Cpi International, Inc. • Electronic components & accessories • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 24, 2010, is entered into by and among Catalyst Holdings, Inc., a Delaware corporation (“Parent”), Catalyst Acquisition, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and CPI International, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1.1.
CPI INTERNATIONAL, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • December 11th, 2007 • Cpi International, Inc. • Electronic components & accessories • Delaware
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of the date of grant set forth on Exhibit A hereto by and between CPI International, Inc., a Delaware corporation (the “Company”), and the individual (the “Grantee”) set forth on Exhibit A.
Voting AgreementVoting Agreement • December 6th, 2010 • Cpi International, Inc. • Electronic components & accessories • Delaware
This Voting Agreement (this “Agreement”) is entered into as of November 24, 2010, by and among Catalyst Holdings, Inc., a Delaware corporation (“Parent”) and the undersigned stockholders (each a “Stockholder” and collectively, the “Stockholders”) of CPI International, Inc. (the “Company”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 24, 2010, by and among Parent, Catalyst Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company.
CPI INTERNATIONAL, INC. STOCK OPTION AGREEMENT (SENIOR EXECUTIVES)Stock Option Agreement • December 13th, 2006 • Cpi International, Inc. • Electronic components & accessories • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of the date of grant set forth on Exhibit A hereto by and between CPI International, Inc., a Delaware corporation (the “Company”), and the individual (the “Optionee”) set forth on Exhibit A.
CPI INTERNATIONAL, INC. PERFORMANCE STOCK OPTION AGREEMENT (SENIOR EXECUTIVES)Performance Stock Option Agreement • December 15th, 2008 • Cpi International, Inc. • Electronic components & accessories • Delaware
THIS PERFORMANCE STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of the date of grant set forth on Exhibit A hereto by and between CPI International, Inc., a Delaware corporation (the “Company”), and the individual (the “Optionee”) set forth on Exhibit A.
CPI INTERNATIONAL, INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Restricted Stock Unit Award Agreement • December 15th, 2008 • Cpi International, Inc. • Electronic components & accessories • Delaware
THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (the "Agreement") is made and entered into as of the date of grant set forth on Exhibit A hereto by and between CPI International, Inc., a Delaware corporation (the "Company"), and the individual (the "Grantee") set forth on Exhibit A.
CPI INTERNATIONAL, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • December 11th, 2007 • Cpi International, Inc. • Electronic components & accessories • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into as of the date of grant set forth on Exhibit A hereto by and between CPI International, Inc., a Delaware corporation (the “Company”), and the individual (the “Grantee”) set forth on Exhibit A.
CPI INTERNATIONAL, INC. PERFORMANCE RESTRICTED STOCK AGREEMENTPerformance Restricted Stock Agreement • December 15th, 2008 • Cpi International, Inc. • Electronic components & accessories • Delaware
THIS PERFORMANCE RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of the date of grant set forth on Exhibit A hereto by and between CPI International, Inc., a Delaware corporation (the “Company”), and the individual (the “Grantee”) set forth on Exhibit A.
TERMINATION AND RELEASE AGREEMENTTermination and Release Agreement • September 9th, 2010 • Cpi International, Inc. • Electronic components & accessories • Delaware
TERMINATION AND RELEASE AGREEMENT, dated as of September 7, 2010 (this “Agreement”), among Comtech Telecommunications Corp., a Delaware corporation (“Parent”), Angels Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and CPI International, Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, the “Parties”).
RECITALSIndemnification Agreement • April 11th, 2006 • Cpi International, Inc. • Electronic components & accessories • Delaware
AMENDMENT NO. 2 to Credit Agreement and AMENDMENT NO.1 to Security AgreementCredit Agreement • April 19th, 2005 • Cpi Holdco Inc • Electronic components & accessories • New York
AMENDMENT NO. 2, dated as of April 13, 2005, to that certain Credit Agreement, dated as of January 23, 2004, and amended and restated as of November 29, 2004, and as further amended on February 16, 2005 (the “Credit Agreement”; capitalized terms used herein and not defined herein shall have the meaning set forth in the Credit Agreement), among Communications & Power Industries, Inc., a Delaware corporation, as borrower (“Borrower”), UBS AG, Stamford Branch, as administrative agent (the “Administrative Agent”), the lenders from time to time party thereto (the “Lenders”), and the other parties thereto and AMENDMENT NO. 1 to that certain Security Agreement, dated as of January 23, 2004 among Borrower, UBS AG, Stamford Branch, as collateral agent (the “Collateral Agent”) and the other parties thereto (collectively, the “Amendment”).
CREDIT AGREEMENT Dated as of January 23, 2004 among COMMUNICATIONS & POWER INDUSTRIES, INC.,Credit Agreement • March 24th, 2010 • Cpi International, Inc. • Electronic components & accessories • New York
CREDIT AGREEMENT (this “Agreement”) dated as of January 23, 2004, among COMMUNICATIONS & POWER INDUSTRIES, INC., a Delaware corporation (“Borrower”), COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION, a Delaware corporation (“Holdings”), CPI ACQUISITION CORP., a Delaware corporation (“Parent”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given it in Article I), the Lenders, UBS SECURITIES LLC and BEAR, STEARNS & CO. INC., as joint lead arrangers and bookrunners (in such capacity, “Joint Lead Arrangers”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders, collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and as issuing bank (in such capacity, “Issuing Bank”), BEAR STEARNS CORPORATE LENDING INC., as Syndication Agent (in such capacity, “Syndicati
AMENDMENT NO. 1Credit Agreement • February 23rd, 2005 • Cpi Holdco Inc • Electronic components & accessories • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of February 16, 2005, to that certain Credit Agreement, dated as of January 23, 2004, and amended and restated as of November 29, 2004, (the “Credit Agreement”; capitalized terms used herein and not defined herein shall have the meaning set forth in the Credit Agreement), among Communications & Power Industries, Inc., a Delaware corporation, as borrower (“Borrower”), UBS AG, Stamford Branch, as administrative agent (the “Administrative Agent”), the lenders from time to time party thereto (the “Lenders”), and the other parties thereto.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF APRIL 27, 2006 among CPI INTERNATIONAL, INC. (FORMERLY CPI ACQUISITION CORP.) CYPRESS MERCHANT BANKING PARTNERS II L.P. CYPRESS MERCHANT B II C.V. 55TH STREET PARTNERS II L.P. and CYPRESS...Registration Rights Agreement • May 15th, 2006 • Cpi International, Inc. • Electronic components & accessories • Delaware
Joint Filing AgreementJoint Filing Agreement • February 14th, 2007 • Cpi International, Inc. • Electronic components & accessories
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing on behalf of each of them of a statement on Schedule 13G, and all future amendments thereto, with respect to the Common Stock, par value $0.01 per share, of CPI International, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Rule 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filings, unless such person knows or has reason to believe that such information is inaccurate.
EXHIBIT 10.1 AMENDED AND RESTATED EMPLOYMENT AND RELEASE AGREEMENT 1. Parties. The parties to this Amended and Restated Employment and Release Agreement ("Agreement") are as follows: 1.1 Mike Cheng, an individual, and his heirs, successors and...Employment Agreement • June 9th, 2006 • Cpi International, Inc. • Electronic components & accessories
AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SUPPLEMENTAL INDENTURE Dated as of February 2, 2011 to Indenture Dated as of February 22, 2005 Floating Rate Senior Notes due 2015Supplemental Indenture • February 4th, 2011 • Cpi International, Inc. • Electronic components & accessories • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated February 2, 2011, is by and among CPI International, Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), a national banking association organized and existing under the laws of the United States of America (the “Trustee”).
EXHIBIT 10.3 AGREEMENT RE ENVIRONMENTAL MATTERSEnvironmental Matters Agreement • August 13th, 2004 • Cpi Holdco Inc • Electronic components & accessories • California
AMENDMENT NO. 3 to Credit AgreementCredit Agreement • December 16th, 2005 • Cpi Holdco Inc • Electronic components & accessories • New York
AMENDMENT NO. 3, dated as of December 15, 2005, to that certain Credit Agreement, dated as of January 23, 2004, and amended and restated as of November 29, 2004, and as further amended on February 16, 2005 and on April 13, 2005 (the “Credit Agreement”; capitalized terms used herein and not defined herein shall have the meaning set forth in the Credit Agreement), among Communications & Power Industries, Inc., a Delaware corporation, as borrower (“Borrower”), UBS AG, Stamford Branch, as administrative agent (the “Administrative Agent”), the lenders from time to time party thereto (the “Lenders”), and the other parties thereto (the “Amendment”).
