Lender for CPI_International (CPII)

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CPI International (CPII)

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CPII » Topics » Lender

These excerpts taken from the CPII 8-K filed Feb 26, 2010.

Lender") on the Revolving Maturity Date (as defined in the Credit Agreement referred to below), in lawful money of the United States and in immediately available funds, the principal amount of the lesser of (a) ____________ ($____________) and (b) the aggregate unpaid principal amount of all Swingline Loans made by Lender to the undersigned pursuant to Section 2.17 of the Credit Agreement defined below. Borrower further agrees to pay interest on the unpaid principal amount hereof in like money from time to time from the date hereof at the rates and on the dates specified in Section 2.06 of the Credit Agreement.

The holder of this Note may endorse and attach a schedule to reflect the date, the amount of each Swingline Loan and the date and amount of each payment or prepayment of principal thereof; provided that the failure of Lender to make such recordation (or any error in such recordation) shall not affect the obligations of Borrower hereunder or under the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, dated as of January 23, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "

Lender") on the Revolving Maturity Date (as defined in the Credit Agreement referred to below), in lawful money of the United States and in immediately available funds, the principal amount of the lesser of (a) ($) and (b) the aggregate unpaid principal amount of all Swingline Loans made by Lender to the undersigned pursuant to Section 2.17 of the Credit Agreement defined below. Borrower further agrees to pay interest on the unpaid principal amount hereof in like money from time to time from the date hereof at the rates and on the dates specified in Section 2.06 of the Credit Agreement.

This Note is one of the Notes referred to in the Credit Agreement, dated as of January 23, 2004 (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement") 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 of the Credit Agreement), 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, "Syndication Agent"), WACHOVIA BANK, NATIONAL ASSOCIATION, as Documentation Agent (in such capacity, "Documentation Agent") and WACHOVIA CAPITAL MARKETS, LLC, as co-arranger (in such capacity, "Co-Arranger"), and is subject to the provisions thereof, and is subject to optional and mandatory prepayment in whole or in part as provided therein.

This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been

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granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.

Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note may become, or may be declared to be, immediately due and payable as provided in the Credit Agreement.

All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT. TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

[Signature Pages Follow]

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COMMUNICATIONS & power industries, INC., as Borrower

By:

Name:

Title:

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EXHIBIT J-1

PERFECTION CERTIFICATE

Reference is hereby made to (i) that certain Security Agreement dated as of January 23, 2004 (the “Security Agreement”), among COMMUNICATIONS & POWER INDUSTRIES, INC., a Delaware corporation (the “Company”), COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION, a Delaware corporation (“Holdings”), CPI ACQUISITION CORP., a Delaware Corporation (“Parent”), the Subsidiary Guarantors party thereto (collectively, the “Guarantors”) and the Collateral Agent (as hereinafter defined) and (ii) that certain Credit Agreement dated as of January 23, 2004 (the “Credit Agreement”), among the Company, Holdings, Parent, the Subsidiary Guarantors, certain other parties thereto and UBS AG, Stamford Branch, as Collateral Agent (in such capacity, the “Collateral Agent”). Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement.

The undersigned hereby certify to the Collateral Agent as follows:

1. Names. (a) The exact legal name of the Company, Holdings, Parent and each domestic Subsidiary of the Company, as such name appears in their respective certificate of incorporation or any other organizational document, is set forth in Schedule 1(a). The Company, Holdings, Parent and each domestic Subsidiary is (i) the type of entity disclosed next to its name in Schedule 1(a) and (ii) a registered organization except to the extent disclosed in Schedule 1(a). Also set forth in Schedule 1(a) is the organizational identification number, if any, of the Company, Holdings, Parent and each domestic Subsidiary of the Company that is a registered organization, the Federal Taxpayer Identification Number of the Company, Holdings, Parent and each domestic Subsidiary of the Company and the state of formation of the Company and each domestic Subsidiary of the Company.

(b) Set forth in

Lender”) on the Revolving Maturity Date (as defined in the Credit Agreement referred to below), in lawful money of the United States and in immediately available funds, the principal amount of the lesser of (a) ($) and (b) the aggregate unpaid principal amount of all Swingline Loans made by Lender to the undersigned pursuant to Section 2.17 of the Credit Agreement defined below. Borrower further agrees to pay interest on the unpaid principal amount hereof in like money from time to time from the date hereof at the rates and on the dates specified in Section 2.06 of the Credit Agreement.

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8-K (3 sections)	Feb 26, 2010

CPI International (CPII)

CPII » Topics » Lender

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