Cpi International, Inc. Sample Contracts

Cpi International, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CPI INTERNATIONAL, INC. (February 16th, 2011)

SECOND:  The address of the registered office of the Corporation in the State of Delaware is 615 South DuPont Highway, in the City of Dover, County of Kent.  The name of its registered agent at that address is National Corporate Research, Ltd.

Cpi International, Inc. – SECOND AMENDED AND RESTATED BY-LAWS OF CPI INTERNATIONAL, INC. A Delaware Corporation Effective November 24, 2010 (February 16th, 2011)
Cpi International, Inc. – COMMUNICATIONS & POWER INDUSTRIES, INC. AND THE GUARANTORS NAMED HEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of February 2, 2011 to Indenture Dated as of January 23, 2004 8% Senior Subordinated Notes due 2012 (February 4th, 2011)

THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated February 2, 2011, is by and among Communications & Power Industries, Inc., a Delaware corporation (the “Company”), the Guarantors listed on the signature pages hereof, and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Western Trust Company), a national banking association organized and existing under the laws of the United States of America (the “Trustee”).

Cpi International, Inc. – 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 2015 (February 4th, 2011)

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”).

Cpi International, Inc. – AGREEMENT AND PLAN OF MERGER by and among CATALYST HOLDINGS, INC., CATALYST ACQUISITION, INC. and CPI INTERNATIONAL, INC. dated as of November 24, 2010 (November 29th, 2010)

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. – VOTING AGREEMENT by and among Catalyst Holdings, Inc. and the Stockholders named herein dated as of November 24, 2010 (November 29th, 2010)

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. – VOTING AGREEMENT by and among Catalyst Holdings, Inc. and the Stockholders named herein dated as of November 24, 2010 (November 29th, 2010)

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. – News Release For Immediate Release: (November 29th, 2010)

PALO ALTO, Calif. and NEW YORK — November 26, 2010 - CPI International, Inc. (Nasdaq: CPII) announced today the signing of a definitive merger agreement under which CPI International (CPI) will be acquired by an affiliate of Veritas Capital Fund IV (Veritas Capital) for $19.50 per share in cash. The purchase price reflects a premium of approximately 35 percent over the closing price of CPI common stock on November 24, 2010, and 38 percent over the average closing price of the CPI common stock for the 90 days ending November 24, 2010. The transaction is valued at approximately $525 million.

Cpi International, Inc. – TERMINATION AND RELEASE AGREEMENT (September 9th, 2010)

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”).

Cpi International, Inc. – VOTING AND STANDSTILL AGREEMENT by and among Comtech Telecommunications Corp., and the Stockholders named herein dated as of May 8, 2010 (May 10th, 2010)

This Voting and Standstill Agreement (this “Agreement”) is entered into as of May 8, 2010, by and among Comtech Telecommunications Corp., 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 May 8 2010, by and among Parent, Angels Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company.

Cpi International, Inc. – AGREEMENT AND PLAN OF MERGER by and among COMTECH TELECOMMUNICATIONS CORP., ANGELS ACQUISITION CORP. and CPI INTERNATIONAL, INC. dated as of May 8, 2010 (May 10th, 2010)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 8, 2010, is entered into by and 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”). Certain capitalized terms used in this Agreement are defined in Section 1.1.

Cpi International, Inc. – News Release For Immediate Release: (May 10th, 2010)

PALO ALTO, Calif. – May 10, 2010 - CPI International, Inc. (Nasdaq: CPII) announced the signing of a definitive merger agreement with Comtech Telecommunications Corp. (Nasdaq: CMTL) under which Comtech will purchase CPI in a cash and stock transaction with an enterprise value of approximately $472.3 million. Comtech will fund the acquisition by redeploying approximately $372.0 million of its existing cash plus the issuance of approximately 4.4 million shares of Comtech common stock. All existing CPI debt is anticipated to be repaid upon the closing of the transaction.

Cpi International, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 1, 2007 among COMMUNICATIONS & POWER INDUSTRIES, INC., as Borrower, CPI INTERNATIONAL, INC., as a Guarantor, THE OTHER GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, and UBS SECURITIES LLC and BEAR, STEARNS & CO. INC., as Joint Lead Arrangers and Bookrunners, and UBS AG, STAMFORD BRANCH, as Administrative Agent, Collateral Agent, Issuing Bank, and UBS LOAN FINANCE LLC, as Swingline Lender, BEAR STEARNS CORPORATE LENDING INC., as Syndication Agent, THE ROYAL BANK OF SCOTLAND PLC as Documentation Agent, and RBS SECURITIES CORP. as Co-A (March 24th, 2010)

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

Cpi International, Inc. – CREDIT AGREEMENT Dated as of January 23, 2004 among COMMUNICATIONS & POWER INDUSTRIES, INC., (March 24th, 2010)

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, “Syndicat

Cpi International, Inc. – CREDIT AGREEMENT (March 24th, 2010)

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 administrativ

Cpi International, Inc. – CREDIT AGREEMENT (February 26th, 2010)

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 administrativ

Cpi International, Inc. – CREDIT AGREEMENT Dated as of January 23, 2004 among COMMUNICATIONS & POWER INDUSTRIES, INC., (February 26th, 2010)

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, “Syndicat

Cpi International, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 1, 2007 among COMMUNICATIONS & POWER INDUSTRIES, INC., as Borrower, CPI INTERNATIONAL, INC., as a Guarantor, THE OTHER GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO, and UBS SECURITIES LLC and BEAR, STEARNS & CO. INC., as Joint Lead Arrangers and Bookrunners, and UBS AG, STAMFORD BRANCH, as Administrative Agent, Collateral Agent, Issuing Bank, and UBS LOAN FINANCE LLC, as Swingline Lender, BEAR STEARNS CORPORATE LENDING INC., as Syndication Agent, THE ROYAL BANK OF SCOTLAND PLC as Documentation Agent, and RBS SECURITIES CORP. as Co-A (February 26th, 2010)

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

Cpi International, Inc. – CPI INTERNATIONAL ANNOUNCES SECOND QUARTER 2009 FINANCIAL RESULTS (May 14th, 2009)

PALO ALTO, Calif. – May 13, 2009 – CPI International, Inc. (Nasdaq: CPII), the parent company of Communications & Power Industries, Inc., a leading provider of microwave, radio frequency, power and control solutions for critical defense, communications, medical, scientific and other applications, today announced financial results for its second quarter of fiscal 2009 ended April 3, 2009.

Cpi International, Inc. – CPI INTERNATIONAL, INC. 2006 EQUITY AND PERFORMANCE INCENTIVE PLAN (Reflecting December 7, 2006, December 9, 2008 and February 24, 2009 Amendments) (February 25th, 2009)

CPI INTERNATIONAL, INC. (formerly CPI Holdco, Inc.), a corporation existing under the laws of the State of Delaware (the "Company"), hereby establishes and adopts the following 2006 Equity and Performance Incentive Plan (the "Plan").  Certain capitalized terms used in the Plan are defined in Article II.

Cpi International, Inc. – CPI INTERNATIONAL ANNOUNCES FIRST QUARTER 2009 FINANCIAL RESULTS (February 12th, 2009)

PALO ALTO, Calif. – February 11, 2009 – CPI International, Inc. (Nasdaq: CPII), the parent company of Communications & Power Industries, Inc., a leading provider of microwave, radio frequency, power and control solutions for critical defense, communications, medical, scientific and other applications, today announced financial results for its first quarter of fiscal 2009 ended January 2, 2009.

Cpi International, Inc. – CPI INTERNATIONAL, INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (Senior Executives) (December 15th, 2008)

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. – CPI INTERNATIONAL, INC. PERFORMANCE RESTRICTED STOCK AGREEMENT (December 15th, 2008)

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.

Cpi International, Inc. – CPI INTERNATIONAL, INC. PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (December 15th, 2008)

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. – DATE: June 21, 2004 Andrew Tafler Dear Andy: Congratulations on being promoted to the position of Division President, Satcom Division. The following is your compensation package effective May 21, 2004: (December 15th, 2008)

Participation in the FY04 MIP, for the first two quarters of 04 at your previous participation level, and for the last half of FY 04 at the Division President level. Currently that equates to an annual target of 50% of salary; with 50% weight based on Satcom Division performance against its established financial goals, and 50% based on Total Company performance against Company financial goals. The goals and graphs are the same as you were previously given. ( Note that the MIP is subject to Board review annually, and the rules governing the plan, as well as the potential payout are subject to Board approval each year.)

Cpi International, Inc. – CPI INTERNATIONAL, INC. PERFORMANCE RESTRICTED STOCK AGREEMENT (Senior Executives) (December 15th, 2008)

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.

Cpi International, Inc. – CPI INTERNATIONAL, INC. PERFORMANCE STOCK OPTION AGREEMENT (December 15th, 2008)

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. – CPI INTERNATIONAL, INC. 2006 EQUITY AND PERFORMANCE INCENTIVE PLAN (Reflecting December 7, 2006 and December 9, 2008 Amendments) (December 15th, 2008)

CPI INTERNATIONAL, INC. (formerly CPI Holdco, Inc.), a corporation existing under the laws of the State of Delaware (the "Company"), hereby establishes and adopts the following 2006 Equity and Performance Incentive Plan (the "Plan").  Certain capitalized terms used in the Plan are defined in Article II.

Cpi International, Inc. – CPI INTERNATIONAL, INC. PERFORMANCE STOCK OPTION AGREEMENT (SENIOR EXECUTIVES) (December 15th, 2008)

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. – CPI INTERNATIONAL ANNOUNCES THIRD QUARTER 2008 FINANCIAL RESULTS Q3 sales and year-to-date orders increase four percent from prior year’s periods, strong cash flow generation continues (August 6th, 2008)

PALO ALTO, Calif. – August 6, 2008 – CPI International, Inc. (Nasdaq: CPII), the parent company of Communications & Power Industries, Inc., a leading provider of microwave, radio frequency, power and control solutions for critical defense, communications, medical, scientific and other applications, today announced financial results for its third quarter of fiscal 2008, which ended June 27, 2008.

Cpi International, Inc. – CPI INTERNATIONAL ANNOUNCES SECOND QUARTER 2008 FINANCIAL RESULTS Sales and net income each increase seven percent from same quarter of prior year (May 8th, 2008)

PALO ALTO, Calif. – May 7, 2008 – CPI International, Inc. (Nasdaq: CPII), the parent company of Communications & Power Industries, Inc., a leading provider of microwave, radio frequency, power and control solutions for critical defense, communications, medical, scientific and other applications, today announced financial results for its second quarter of fiscal 2008 ended March 28, 2008.

Cpi International, Inc. – CPI INTERNATIONAL ANNOUNCES FIRST QUARTER 2008 FINANCIAL RESULTS (February 7th, 2008)

PALO ALTO, Calif. — February 6, 2008 — CPI International, Inc. (Nasdaq: CPII), the parent company of Communications & Power Industries, Inc., a leading provider of microwave, radio frequency, power and control solutions for critical defense, communications, medical, scientific and other applications, today announced financial results for its first quarter of fiscal 2008 ended December 28, 2007.

Cpi International, Inc. – First Amendment and Restatement of the Communications & Power Industries, Inc. Non-Qualified Deferred Compensation Plan Effective As Of December 1, 2004 (February 6th, 2008)

THIS FIRST AMENDMENT AND RESTATEMENT OF THE COMMUNICATIONS & POWER INDUSTRIES, INC. NON-QUALIFIED DEFERRED COMPENSATION PLAN is adopted as of the 1st day of December, 2004, by Communications & Power Industries, Inc., a Delaware corporation (the “Corporation”), as follows:

Cpi International, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (February 6th, 2008)

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”).

Cpi International, Inc. – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (February 6th, 2008)

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 Robert A. Fickett (hereinafter called the “Executive”).