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EXHIBIT 10.1.2
AMENDMENT NO. 2 TO CREDIT AGREEMENT
This AMENDMENT No. 2 TO CREDIT AGREEMENT (this "Amendment"), is made and
entered into as of April 1, 1997, 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 Agreement. This Amendment shall become effective
and the Agreement shall be amended as provided herein on the first date on which
the Agent receives an executed copy of this Amendment from each Obligor and the
Required Lenders (the "Effective Date").
3. Amendments. As of the Effective Date:
(a) The reference to "$35,500,000" under the caption Consolidated EBITDA
set forth opposite Q2, 1997 in paragraph 1 of Annex F of the Agreement shall be
amended to read "$34,500,000".
(b) The reference to "1.10:1.00" under the caption "Ratio" set forth
opposite Q2, 1997 in paragraph 2 of Annex F of the Agreement shall be amended to
read "1.02:1.00".
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.
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5. Miscellaneous.
(a) Except as expressly modified by this Agreement, 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 by
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.
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/ LYNN E. HARVEY
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Name: Lynn E. Harvey
Title: Chief Financial Officer
Treasurer and Secretary
COMMUNICATIONS & POWER
INDUSTRIES HOLDING CORPORATION
By: /s/ LYNN E. HARVEY
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Name: Lynn E. Harvey
Title: Chief Financial Officer
Treasurer and Secretary
CPI SUBSIDIARY HOLDINGS, INC.
By: /s/ LYNN E. HARVEY
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Name: Lynn E. Harvey
Title: Secretary
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COMMUNICATIONS & POWER
INDUSTRIES INTERNATIONAL INC.
By /s/ Lynn E. Harvey
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Name: Lynn E. Harvey
Title: Secretary
COMMUNICATIONS & POWER
INDUSTRIES ASIA INC.
By /s/ Lynn E. Harvey
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Name: Lynn E. Harvey
Title: Treasurer
COMMUNICATIONS & POWER
INDUSTRIES ITALIA S.R.L.
By /s/ Lynn E. Harvey
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Name: Lynn E. Harvey
Title: (Per Power of Attorney)
COMMUNICATIONS & POWER
INDUSTRIES EUROPE LIMITED
By /s/ Lynn E. Harvey
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Name: Lynn E. Harvey
Title: Secretary
COMMUNICATIONS & POWER
INDUSTRIES CANADA INC.
By /s/ Lynn E. Harvey
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Name: Lynn E. Harvey
Title: Vice President
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COMMUNICATIONS & POWER
INDUSTRIES AUSTRALIA
PTY LIMITED
By /s/ LYNN E. HARVEY
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Name: Lynn E. Harvey
Title: (Per Power of Attorney)
CPI SALES CORP.
By /s/ LYNN E. HARVEY
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Name: Lynn E. Harvey
Title: Secretary and Treasurer
BANKERS TRUST COMPANY,
as Lender and as Agent
By -----------------------------
Name:
Title:
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COMMUNICATIONS & POWER
INDUSTRIES AUSTRALIA
PTY LIMITED
By
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Name:
Title:
CPI SALES CORP.
By
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Name:
Title:
BANKERS TRUST COMPANY,
as Lender and as Agent
By /s/ ROBERT R. TELESCA
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Name: Robert R. Telesca
Title: Assistant Vice President
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DRESDNER BANK AG,
New York Branch and
Grand Cayman Branch
By /s/ JOHN W. SWEENEY
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Name: John W. Sweeney
Title: Assistant Vice President
By /s/ CHRISTOPHER E. SARISKY
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Name: Christopher E. Sarisky
Title: Assistant Treasurer
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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
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Name:
Title:
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SENIOR DEBT PORTFOLIO
By BOSTON MANAGEMENT AND RESEARCH,
as Investment Adviser
By /s/ [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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