CREDIT AGREEMENT dated as of February 11, 2011, among CPI INTERNATIONAL ACQUISITION, INC. (f/k/a CATALYST HOLDINGS, INC.), as Borrower, CPI INTERNATIONAL HOLDING CORP. (f/k/a CATALYST HOLDINGS 2, INC.) and THE OTHER GUARANTORS PARTY HERETO, as...Credit Agreement • April 7th, 2011 • CPI International, Inc. • Electronic components & accessories • Delaware
This CREDIT AGREEMENT (this “Agreement”) dated as of February 11, 2011, among CPI INTERNATIONAL ACQUISITION, INC. (f/k/a CATALYST HOLDINGS, INC.), a Delaware corporation (“Borrower”), CPI INTERNATIONAL HOLDING CORP. (f/k/a CATALYST HOLDINGS 2, INC.), a Delaware corporation (“Holdings”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, UBS SECURITIES LLC, as the sole lead arranger (in such capacity, the “Arranger”) and as the sole lead bookrunner (in such capacity, the “Bookrunner”), Bank of the West and GE Capital Financial Inc., as co-documentation agents (in such capacity, the “Co-Documentation Agents”), KKR CAPITAL MARKETS LLC, as syndication agent (in such capacity, “Syndication Agent”), UBS LOAN FINANCE LLC, as swingline lender (in such capacity, “Swingline Lender”), and UBS AG, STAMFORD BRANCH, as issuing bank (in such capacity, “Issuing Bank”), as administrative agent (in s
REGISTRATION RIGHTS AGREEMENT Dated as of February 11, 2011 By and Among CPI INTERNATIONAL ACQUISITION, INC., the GUARANTORS named herein and UBS SECURITIES LLC and KKR CAPITAL MARKETS LLC as Initial PurchasersRegistration Rights Agreement • April 7th, 2011 • CPI International, Inc. • Electronic components & accessories • New York
CPI INTERNATIONAL ACQUISITION, INC. (to be renamed CPI INTERNATIONAL, INC.) as Issuer, CPI INTERNATIONAL HOLDING CORP., as Guarantor and the other Guarantors that become party hereto from time to time, and The Bank of New York Mellon Trust Company,...CPI International, Inc. • April 7th, 2011 • Electronic components & accessories • New York
INDENTURE dated as of February 11, 2011 among CPI International Acquisition, Inc. (to be renamed CPI International, Inc.), a Delaware corporation (the “Issuer”), CPI INTERNATIONAL HOLDING CORP., as Guarantor and the other Guarantors that become party hereto from time to time, and The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).
JOINDER AGREEMENT $215,000,000 of 8.00% Senior Notes due 2018Joinder Agreement • April 7th, 2011 • CPI International, Inc. • Electronic components & accessories • New York
WHEREAS, CPI International Acquisition, Inc., CPI International Holding Corp. and UBS Securities LLC on behalf of the Initial Purchasers (the “Representative”) heretofore executed and delivered a Purchase Agreement, dated February 3, 2011 (the “Purchase Agreement”) and a Registration Rights Agreement, dated February 11, 2011 (the “Registration Rights Agreement”) related to the issuance and sale of the Securities (as defined therein); and
LIMITED LIABILITY COMPANY AGREEMENT OF CPI SUBSIDIARY HOLDINGS LLCLimited Liability Company Agreement • April 7th, 2011 • CPI International, Inc. • Electronic components & accessories • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of CPI Subsidiary Holdings LLC (the “Company”), dated as of the 11th day of February, 2011 (this “Agreement”), is made by Communications & Power Industries, Inc., a Delaware corporation, as the initial sole member of the Company (the “Initial Member”), and by and between the Initial Member and/or any person(s) or entity(ies) subsequently admitted as a member or members of the Company in accordance with the terms hereof (the Initial Member and any such person(s) or entity(ies) being sometimes referred to individually as a “Member” and collectively as the “Members”).
SUPPLEMENTAL INDENTURESupplemental Indenture • April 7th, 2011 • CPI International, Inc. • Electronic components & accessories • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 11, 2011, by and among CPI International Acquisition, Inc. (to be renamed CPI International, Inc.), a Delaware corporation (the “Issuer”), CPI International Holding Corp., a Delaware Corporation, (the “Parent”), the indirect, wholly-owned subsidiaries of the Issuer listed as guarantors on the signature pages hereto, (such subsidiaries collectively with the Parent, the “Guarantors”), The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee under the indenture referred to below (the “Trustee”), and the other Guarantors (as defined in the Indenture referenced below).
ADVISORY AGREEMENTAdvisory Agreement • April 7th, 2011 • CPI International, Inc. • Electronic components & accessories • New York
THIS ADVISORY AGREEMENT (this “Agreement”) made this 11th day of February, 2011, by and between CPI International, Inc. (f/k/a CPI International Acquisition, Inc., f/k/a Catalyst Holdings, Inc.), a Delaware corporation (“Parent”) and Veritas Capital Fund Management, L.L.C., a Delaware limited liability company (“Advisor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Amended and Restated Limited Liability Company Agreement of CPI International Holding LLC (f/k/a Catalyst Holdings LLC), a Delaware limited liability company (“Holdings”), dated as of the date hereof, among the parties thereto, as the same may be amended or modified from time to time (the “Holdings LLC Agreement”).
LIMITED LIABILITY COMPANY AGREEMENT OF COMMUNICATIONS & POWER INDUSTRIES LLCLimited Liability Company Agreement • April 7th, 2011 • CPI International, Inc. • Electronic components & accessories • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT of Communications & Power Industries LLC (the “Company”), dated as of the 11th day of February, 2011 (this “Agreement”), is made by CPI International, Inc., a Delaware corporation, as the initial sole member of the Company (the “Initial Member”), and by and between the Initial Member and/or any person(s) or entity(ies) subsequently admitted as a member or members of the Company in accordance with the terms hereof (the Initial Member and any such person(s) or entity(ies) being sometimes referred to individually as a “Member” and collectively as the “Members”).
