CPI International Holding Corp. Sample Contracts

CPI International Holding Corp. – AMENDMENT NO. 1 TO CREDIT AGREEMENT (December 14th, 2016)

Amendment No. 1, dated as of September 28, 2016 (this “Amendment”) to that certain credit agreement (as the same may be amended, modified, waived or supplemented from time to time, the “Credit Agreement”), dated as of April 7, 2014, among CPI International, Inc., a Delaware corporation (the “Borrower”), CPI International Holding Corp., a Delaware corporation, the Subsidiary Guarantors party thereto, UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”) . Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

CPI International Holding Corp. – SECOND LIEN CREDIT AGREEMENT dated as of September 17, 2015, among CPI INTERNATIONAL, INC., as Borrower, CPI INTERNATIONAL HOLDING CORP. and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, CORPORATE CAPITAL TRUST, INC., as Lead Arranger and Sole Bookrunner and CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent and Collateral Agent (December 10th, 2015)

This SECOND LIEN CREDIT AGREEMENT (this “Agreement”) dated as of September 17, 2015, among CPI INTERNATIONAL, INC., a Delaware corporation (“Borrower”), CPI INTERNATIONAL HOLDING CORP., 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, CORPORATE CAPITAL TRUST, INC., as lead arranger (in such capacity, the “Arranger”) and as sole bookrunner (in such capacity, the “Bookrunner”), CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties.

CPI International Holding Corp. – Page Independent Auditor's Report 2 Consolidated Balance Sheet as of September 30, 2014 3 Consolidated Statement of Operations and Comprehensive Loss for the Year Ended September 30, 2014 4 Consolidated Statement of Shareholders' Deficiency for the Year Ended September 30, 2014 5 Consolidated Statement of Cash Flows for the Year Ended September 30, 2014 6 Notes to the Consolidated Financial Statements 7 (November 24th, 2015)

We have audited the accompanying consolidated financial statements of ASC Signal Holdings Corporation and its subsidiaries, which comprise the consolidated balance sheet as of September 30, 2014, and the related consolidated statements of operations and comprehensive loss, shareholders’ deficiency, and cash flows for the year then ended, and the related notes to the consolidated financial statements.

CPI International Holding Corp. – Page Unaudited Pro Forma Condensed Combined Financial Statements 2 Unaudited Pro Forma Condensed Combined Balance Sheet as of July 3, 2015 3 Unaudited Pro Forma Condensed Combined Statement of Operations for the Nine Months Ended July 3, 2015 4 Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended October 3, 2014 5 Notes to Unaudited Pro Forma Condensed Combined Financial Statements 6 (November 24th, 2015)

On September 17, 2015, Communications & Power Industries LLC (“CPI”), a wholly owned subsidiary of CPI International Holding Corp. (“CPII” or the “Company”), entered into and consummated the transactions contemplated by a Stock Purchase Agreement (the “Acquisition Agreement”) with ASC Signal Holdings Corporation (“ASC Signal”), The Resilience Fund II, L.P., and certain other securityholders of ASC Signal, pursuant to which CPI acquired all of the issued and outstanding equity securities of ASC Signal on the terms and conditions set forth in the Acquisition Agreement.

CPI International Holding Corp. – June 30, 2015 September 30, 2014 Assets Current Cash and cash equivalents $ 210 $ 184 Accounts receivable, net of allowances of $30 (2014 - $51) 7,250 4,848 Inventories, net 10,521 8,390 Prepaid expenses 275 453 18,256 13,875 Property and equipment, net (Note 4) 511 553 Other assets 120 125 $ 18,887 $ 14,553 Liabilities and Shareholders’ Deficiency Current Line of credit and term loan (Note 6) $ 6,992 $ 3,404 Accounts payable 6,424 3,803 Accrued liabilities 1,378 1,179 Customer deposits 3,489 5,413 Lease obligation — 153 Note payable (Note 5) — 5,000 18,283 18,952 Management fees (Note 8) 4,77 (November 24th, 2015)
CPI International Holding Corp. – STOCK PURCHASE AGREEMENT by and among ASC SIGNAL HOLDINGS CORPORATION THE RESILIENCE FUND II, L.P., THE OTHER STOCKHOLDERS OF ASC SIGNAL HOLDINGS CORPORATION LISTED ON EXHIBIT A ATTACHED HERETO, THE OPTIONHOLDERS OF ASC SIGNAL HOLDINGS CORPORATION LISTED ON EXHIBIT B ATTACHED HERETO, THE WARRANTHOLDER OF ASC SIGNAL HOLDINGS CORPORATION LISTED ON EXHIBIT C ATTACHED HERETO, and COMMUNICATIONS & POWER INDUSTRIES LLC Dated as of September 17, 2015 (September 17th, 2015)

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of September 17, 2015, by and among ASC Signal Holdings Corporation, a Delaware corporation (the “Company”), The Resilience Fund II, L.P., a Delaware limited partnership (“Resilience”), on behalf of itself in its capacity as a stockholder of the Company and as the Seller Representative, the other stockholders of the Company listed on Exhibit A attached hereto (collectively with Resilience, the “Stockholders”), the holders of the Options listed on Exhibit B attached hereto (collectively, the “Optionholders”), the holder of the Warrant listed on Exhibit C attached hereto (the “Warrantholder” and, collectively with the Stockholders and Optionholders, the “Sellers”), and Communications & Power Industries LLC, a Delaware limited liability company (“Buyer” and together with the Company, the Seller Representative and the Sellers, the “Parties”). Unless the context otherwise requires, terms used in this Agreement that are capitalize

CPI International Holding Corp. – SECURITY AGREEMENT By CPI International, Inc., as Borrower, THE GUARANTORS PARTY HERETO and UBS AG, STAMFORD BRANCH, as Collateral Agent Dated as of April 7, 2014 (August 12th, 2014)

This SECURITY AGREEMENT dated as of April 7, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by CPI International, Inc., a Delaware corporation (the “Borrower”), and each guarantor from time to time signatory hereto as a pledgor (each a “Guarantor” and collectively, the “Guarantors”, and together with the Borrower and any successors thereto, the “Pledgors,” and each, a “Pledgor”), in favor of UBS AG, STAMFORD BRANCH, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined) (in such capacity and together with any successors in such capacities, the “Collateral Agent”).

CPI International Holding Corp. – CREDIT AGREEMENT dated as of April 7, 2014, among CPI INTERNATIONAL, INC., as Borrower, CPI INTERNATIONAL HOLDING CORP. and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, UBS SECURITIES LLC and MCS CAPITAL MARKETS, LLC, as Joint Arrangers and Bookrunners, UBS AG, STAMFORD BRANCH, as Swingline Lender, Administrative Agent and Collateral Agent, and UBS AG, STAMFORD BRANCH, as Issuing Bank (August 12th, 2014)

This CREDIT AGREEMENT (this “Agreement”) dated as of April 7, 2014, among CPI INTERNATIONAL, INC., a Delaware corporation (“Borrower”), CPI INTERNATIONAL HOLDING CORP., 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 and MCS CAPITAL MARKETS, LLC, as joint lead arrangers (in such capacities, the “Arrangers”) and as joint lead bookrunners (in such capacities, the “Bookrunners”), UBS AG, STAMFORD BRANCH, as swingline lender (in such capacity, “Swingline Lender”), UBS AG, STAMFORD BRANCH, as Issuing Bank and UBS AG, STAMFORD BRANCH, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and the Issuing Bank.

CPI International Holding Corp. – THIRD SUPPLEMENTAL INDENTURE (August 12th, 2014)

THIRD SUPPLEMENTAL INDENTURE (this "Third Supplemental Indenture"), dated as of April 7, 2014, by and among CPI International, Inc., a Delaware corporation (the "Issuer"), CPI Locus Microwave, Inc., a Delaware corporation, and CPI Radant Technologies Division Inc., a Massachusetts corporation (collectively, the “New Guaranteeing Subsidiaries”), 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 under the Indenture referenced below (the "Trustee").

CPI International Holding Corp. – SECOND SUPPLEMENTAL INDENTURE (March 18th, 2014)

SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture"), dated as of March 12, 2014, by and among 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).

CPI International Holding Corp. – PALO ALTO, Calif. and NEWTON, South Australia – May 30, 2012 – CPI International Holding Corp. and its wholly owned subsidiary CPI International, Inc. (CPI), a leading provider of microwave, radio frequency (RF), power and control solutions for critical defense, communications, medical and other applications, today announced they have entered into a definitive agreement to acquire the Codan Satcom business from Codan Limited (ASX: CDA). Codan Satcom is a prominent supplier of solid-state RF subsystems for satellite communications services to commercial and government end users. Codan Satcom ha (May 31st, 2012)
CPI International Holding Corp. – Robert A. Fickett 1049 Eugene Court Sunnyvale, CA 94087 RE: Employment Agreement Waiver Dear Mr. Fickett: (December 8th, 2011)

As you know, CPI International, Inc. (the “Company”) has entered into an Agreement and Plan of Merger, dated as of November 24, 2010 (the "Merger Agreement"), by and among the Company, Catalyst Acquisition, Inc. and CPI International Acquisition, Inc. (f/k/a Catalyst Holdings, Inc.) (“CPI International”) whereby the Company will become a wholly owned subsidiary of CPI International Acquisition, Inc. (the "Transaction").

CPI International Holding Corp. – 1114 Indian Road Mississauga, Ontario L5H 1R7 Canada RE: Employment Agreement Waiver Dear Mr. Caldarelli: (December 8th, 2011)

As you know, CPI International, Inc. (the “Company”) has entered into an Agreement and Plan of Merger, dated as of November 24, 2010 (the "Merger Agreement"), by and among the Company, Catalyst Acquisition, Inc. and CPI International Acquisition, Inc. (f/k/a Catalyst Holdings, Inc.) (“CPI International”) whereby the Company will become a wholly owned subsidiary of CPI International Acquisition, Inc. (the "Transaction").