CEI SYSTEMS INC S-1

S-1

EX-1.1

REGISTRATION RIGHTS AGT

EX-2.1

AGREEMENT AND PLAN OF MERGER

EX-2.2

EQUITY COMMITMENT LETTER

EX-2.3

STOCK PURCHASE AND CONSENT AGREEMENT

EX-2.4

ESOP STOCK PURCHASE AGREEMENT

EX-3.1.1

CERTIFICATE OF INC - CONDOR

EX-3.1.2

BY LAWS OF CONDOR

EX-3.1.3

CERTIFICATE OF INC - CEI SYSTEMS

EX-3.1.4

BY LAWS OF CEI SYSTEMS

EX-4.1

INVESTORS' AGT

EX-4.2

INDENTURE

EX-5.1

OPINION OF DAVIS POLK & WARDWELL

EX-10.2.1

EMPLOYMENT AGREEMENT OF R. YOUNG

EX-10.2.2

EMPLOYMENT AGREEMENT OF J. BARNUM

EX-10.2.3

EMPLOYMENT AGREEMENT OF V. DALE

EX-10.2.4

EMP AGT - D J KLINGER

EX-10.2.5

EMP AGT - T A MICHALSKI

EX-10.2.6

EMPLOYMENT AGREEMENT OF G. VILJOEN

EX-10.3

CREDIT AGREEMENT

EX-10.5

PURCHASE AGREEMENT

EX-12.1

COMPUTATION OF RATIO OF EARNINGS

EX-21.1

SUBSIDIARIES OF CONDOR

EX-23.2

CONSENT OF PRICEWATERHOUSECOOPERS

EX-25.1

STATEMENT OF ELIGIBILITY

EX-27.1

EX-27.2