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CPI International And Communications & Power Industries Announce Receipt Of Required Consents In Consent Solicitation For 8% Senior Subordinated Notes And Floating Rate Senior Notes

PALO ALTO, Calif., Jan. 28, 2011 /PRNewswire/ -- Communications & Power Industries, Inc. ("CPI"), a subsidiary of CPI International, Inc. ("CPII" and, together with CPI, the "Issuers"), announced today that, as of 5:00 p.m. New York City time, on January 27, 2011, holders of (i) approximately 61.2% of the outstanding principal amount of CPI's 8% Senior Subordinated Notes due 2012 (CUSIP No. 20338CAE4) (the "8% Notes") and (ii) 100% of the outstanding principal amount of CPII's Floating Rate Senior Notes due 2015 (CUSIP No. 12618MAB6) (the "FR Notes," and, collectively with the 8% Notes, the "Notes") have validly tendered their Notes and have validly delivered the requisite consents for the proposed amendments to the indentures governing the Notes in connection with the previously announced cash tender offers and consent solicitations for such Notes (the "Offer").  CPII's common stock trades on the Nasdaq Global Select Market under the symbol "CPII."

(Logo:   http://photos.prnewswire.com/prnh/20060426/CPILOGO)

The consents received exceed the percentage needed to approve the proposed indenture amendments.  The terms of the Offer are detailed in the Issuers' offer to purchase and consent solicitation statement dated as of January 13, 2011.

Based on the consents received, the Issuers will enter into supplemental indentures that will, among other things, eliminate most of the restrictive covenants and certain events of default contained in the indentures and waive any and all defaults resulting from the consummation of the merger and financing arrangements described below that become operative upon consummation of the Offer.  Consummation of the Offer is subject to the satisfaction or waiver of a number of conditions, including consummation of the proposed merger between CPII and Catalyst Acquisition, Inc. ("Catalyst") or satisfaction of CPII and Catalyst that the merger will occur and satisfactory financing arrangements in at least an amount that will be sufficient to purchase the Notes tendered in the Offer or redeemed thereafter, pay for the delivered consents, repay all outstanding bank debt of CPI, pay the consideration to the CPII stockholders in connection with the merger and pay all costs and expenses associated with the foregoing transactions.

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