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EXHIBIT 10.1.1
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This AMENDMENT No. 1 TO CREDIT AGREEMENT (this "Amendment"), is made and
entered into as of December 31, 1996, among COMMUNICATIONS & POWER INDUSTRIES,
INC. (the "Borrower"), COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION,
CPI SUBSIDIARY HOLDINGS INC., COMMUNICATIONS & POWER INDUSTRIES INTERNATIONAL
INC., COMMUNICATIONS & POWER INDUSTRIES ASIA INC., COMMUNICATIONS & POWER
INDUSTRIES ITALIA S.R.L., COMMUNICATIONS & POWER INDUSTRIES EUROPE LIMITED,
COMMUNICATIONS & POWER INDUSTRIES CANADA INC., COMMUNICATIONS & POWER
INDUSTRIES AUSTRALIA PTY LIMITED, CPI SALES CORP., (collectively, the
"Obligors"), BANKERS TRUST COMPANY, as agent (the "Agent"), and the various
lenders (the "Lenders") from time to time party to the Credit Agreement, dated
as of August 11, 1995 (as the same has been amended and modified through the
date hereof, the "Agreement"), among the Obligors, the Agent and the Lenders.
WHEREAS, the Obligors, the Agent and the Lenders desire to amend certain
provisions of the Agreement.
NOW, THEREFORE, in consideration of the foregoing, the premises and mutual
covenants contained herein and for other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1. Defined Terms. Unless otherwise defined herein, capitalized terms
used herein shall have the meanings given thereto in the Agreement.
2. Effectiveness of this Amendment. This Amendment shall become
effective and the Agreement shall be amended as provided herein as of December
31, 1996 on the date (the "Effective Date") on which the Agent receives an
executed copy of this Amendment from each Obligor and the Required Lenders. The
Agent shall confirm the effectiveness of this Amendment by sending written
notice of the Effective Date to the Obligors and the Lenders.
3. Amendments. As of the Effective Date:
(a) Section 5.8 of the Agreement shall be amended in its entirety to read
as follows:
"Each Obligor shall cause each of its (a) fiscal years (each, a "Fiscal
Year") to consist of a 52- or 53-week period ending on a Friday immediately
before or after September 30 of each year and (b) fiscal quarters (each, a
"Fiscal Quarter") to consist of a 13- or 14-week period ending on a Friday
immediately before or after December 31, March 31, June 30 and September 30
of each year or, in each case, any other period approved in writing by
Requisite Lenders."
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(b) The defined term "Capital Expenditures" set forth in Annex F of the
Agreement shall be amended in its entirety to read as follows:
'"Capital Expenditures" shall mean, on a Consolidated basis for Parent
and its Subsidiaries without duplication, all payments or accruals
(including the incurrence of Capital Lease Indebtedness) for any fixed
assets or improvements or for replacements, substitutions or additions
thereto, that have a useful life of more than one year and that are
required to be capitalized under GAAP; provided, that the term "Capital
Expenditures" shall not include expenditures permitted under Section 5.5(d)
for the purchase, replacement or restoration of assets from the proceeds of
any insurance or condemnation award and, provided further, that the term
"Capital Expenditures" shall not include up to $3,600,000 of costs incurred
in Fiscal Year 1996 as a result of certain consolidations of the plant,
property and equipment of the Obligors.'
(c) The defined term "Consolidated Fixed Charges" set forth in Annex F of
the Agreement shall be amended in its entirety to read as follows:
'"Consolidated Fixed Charges" shall mean, for any Test Period, the
sum, without duplication, of the amounts for such Test Period of (a)
Consolidated Interest Expense paid in cash, (b) income taxes paid in cash, (c)
cash dividends paid on the Preferred Stock, (d) the scheduled amortization of
principal actually paid on Funded Indebtedness other than the Term Loans, and
(e) the sum of the scheduled principal payments made in respect of the Terms
Loans during such Test Period, provided that (i) if five such scheduled
principal payments are made in such Test Period, only the four scheduled
principal payments made immediately prior to the last day of such Test Period
shall be included as "Consolidated Fixed Charges" under this clause (e) and
(ii) if a scheduled amortization payment in respect of the Term Loans is
required to be made within seven days after the last day of such Test Period,
such scheduled amortization payment together with the three scheduled
amortization payments made immediately prior to the last day of such Test
Period shall be included as "Consolidated Fixed Charges" under this clause (e).'
(d) The defined terms "Q1", "Q2", "Q3" and "Q4" set forth in Annex F of
the Agreement shall be amended in their entirety to read as follows:
'"Q1" shall mean, for any Fiscal Year, the first Fiscal Quarter of
such Fiscal Year.
"Q2" shall mean, for any Fiscal Year, the second Fiscal
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Quarter of such Fiscal Year.
"Q3" shall mean, for any Fiscal Year, the third Fiscal
Quarter of such Fiscal Year.
"Q4" shall mean, for any Fiscal Year, the fourth Fiscal
Quarter of such Fiscal Year.
4. Representations and Warranties. Each Obligor makes, as of the
Effective Date, each of the representations and warranties set forth in Section
3 of the Agreement, and such representations and warranties are, by this
reference, incorporated herein as if set forth herein in their entirety,
provided that references to "Loan Documents" shall, for purposes of this
paragraph, be deemed to include this Amendment.
5. Miscellaneous.
(a) Except as expressly modified by this Amendment, the Agreement shall
continue to be and remain in full force and effect in accordance with its
terms. Any future reference to the Agreement shall from and after the Effective
Date be deemed to be a reference to the Agreement as amended by this Amendment.
(b) This Amendment may be executed in any number of counterparts, each
of which shall constitute an original, but all of which when taken together
shall constitute but one instrument.
(c) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
COMMUNICATIONS & POWER
INDUSTRIES, INC.
By: /s/ AL D. WILUNOWSKI
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Name: Al D. Wilunowski
Title: Chief Executive Officer
and President
COMMUNICATIONS & POWER
INDUSTRIES, HOLDING CORPORATION
By: /s/ AL D. WILUNOWSKI
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Name: Al D. Wilunowski
Title: Chief Executive Officer
and President
CPI SUBSIDIARY HOLDINGS INC.
By: /s/ AL D. WILUNOWSKI
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Name: Al D. Wilunowski
Title: President and Treasurer
COMMUNICATIONS & POWER
INDUSTRIES, INTERNATIONAL INC.
By: /s/ AL D. WILUNOWSKI
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Name: Al D. Wilunowski
Title: President and Treasurer
COMMUNICATIONS & POWER
INDUSTRIES, ASIA INC.
By: /s/ AL D. WILUNOWSKI
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Name: Al D. Wilunowski
Title: President and Secretary
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COMMUNICATIONS & POWER
INDUSTRIES ITALIA S.R.L.
By: /s/ ALPHONSE D. WILUNOWSKI
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Name: Alphonse D. Wilunowski
Title: (per power of attorney)
COMMUNICATIONS & POWER
INDUSTRIES EUROPE LIMITED
By: /s/ ALPHONSE D. WILUNOWSKI
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Name: Alphonse D. Wilunowski
Title: Director
COMMUNICATIONS & POWER
INDUSTRIES CANADA INC.
By: /s/ ALPHONSE D. WILUNOWSKI
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Name: Alphonse D. Wilunowski
Title: Vice President
COMMUNICATIONS & POWER
INDUSTRIES AUSTRALIA
PTY LIMITED
By: /s/ ALPHONSE D. WILUNOWSKI
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Name: Alphonse D. Wilunowski
Title: (per power of attorney)
CPI SALES CORP.
By: /s/ ALPHONSE D. WILUNOWSKI
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Name: Alphonse D. Wilunowski
Title: President
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BANKERS TRUST COMPANY,
as Lender and as Agent
By: /s/ MARY JO JOLLY
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Name: Mary Jo Jolly
Title: Assistant Vice President
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DRESDNER BANK AG,
New York Branch and
Grand Cayman Branch
By: /s/ CHRISTOPHER E. SARISKY
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Name: Christopher E. Sarisky
Title: Assistant Treasurer
By: /s/ THOMAS J. NADRAMIA
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Name: Thomas J. Nadramia
Title: Vice President
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FIRST BANK NATIONAL ASSOCIATION
By /s/ ROBERT W. MILLER
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Name: Robert W. Miller
Title: Vice President
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MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.
By /s/ GILLES MARCHAND
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Name: Gilles Marchand, CFA
Title: Authorized Signatory
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CRESCENT/MACH I PARTNERS, L.P.
By TCW ASSET MANAGEMENT COMPANY
Its Investment Adviser
By /s/ MARK L. GOLD
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Name: Mark L. Gold
Title: Managing Director
TCW ASSET MANAGEMENT COMPANY
as Attorney-in-Fact for
PENNSYLVANIA LIFE INSURANCE COMPANY
By /s/ MARK L. GOLD
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Name: Mark L. Gold
Title: Managing Director
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SENIOR DEBT PORTFOLIO
By BOSTON MANAGEMENT AND RESEARCH,
as Investment Adviser
By [SIG]
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Name:
Title:
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THE NIPPON CREDIT BANK, LTD.
Los Angeles Agency
By /s/ BERNARDO E. CORREA-HENSCHKE
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Name: Bernardo E. Correa-Henschke
Title: Vice President & Senior
Manager
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UNION BANK OF CALIFORNIA, N.A.
By /s/ STEPHEN R. SWEENEY
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Name: Stephen R. Sweeney
Title: Vice President
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