COMMUNICATIONS & POWER INDUSTRIES HOLDING CORP
EXHIBIT 10.9
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>10
<FILENAME>f69166ex10-9.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 10.9

                             INTERCREDITOR AGREEMENT

               THIS INTERCREDITOR AGREEMENT (this "Agreement"), dated as of
December 15, 2000, is made among the CPI Parties (as defined below) and FOOTHILL
CAPITAL CORPORATION, a California corporation, as Agent for itself and other
Lenders ("Agent").

               WHEREAS, certain of the CPI Parties, Agent and the Lenders named
therein are parties to that certain Loan and Security Agreement, dated as of
even date herewith (as amended, modified, renewed, extended, or replaced from
time to time, the "Loan Agreement"), pursuant to which Lenders has agreed to
make certain financial accommodations to Communications & Power Industries,
Inc., a Delaware corporation ("Borrower").

               WHEREAS, each CPI Party has made or may make certain loans or
advances from time to time to one or more other CPI Parties;

               WHEREAS, in order to induce the Lender Group to enter into the
Loan Agreement, each CPI Party has agreed to the subordination of such
Indebtedness of each other CPI Party to such CPI Party, upon the terms and
subject to the conditions set forth in this Agreement.

               NOW, THEREFORE, in consideration of the mutual promises,
covenants, conditions, representations, and warranties set forth herein and for
other good and valuable consideration, the parties hereto agree as follows:

               SECTION 1     Definitions; Interpretation.

               (a) Terms Defined in Loan Agreement. All capitalized terms used
in this Agreement and not otherwise defined herein shall have the meanings
assigned to them in the Loan Agreement.

               (b) Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings:

               "Agent" has the meaning set forth in the recitals to this
Agreement.

               "Agreement" has the meaning set forth in the preamble to this
Agreement.

               "CPI Party" means, collectively, Parent, Borrower, CPI Subsidiary
Holdings and each of its Subsidiaries.

               "Insolvency Event" has the meaning set forth in Section 3.

<PAGE>   2

               "Senior Debt" means the Obligations and other indebtedness and
liabilities of the CPI Parties to the Lender Group under or in connection with
the Loan Agreement and the other Loan Documents, including all unpaid principal
of the Advances and the Term Loan, all interest accrued thereon (including all
interest that, but for the provisions of the Bankruptcy Code, would have
accrued), all fees due under the Loan Agreement and the other Loan Documents
(including all fees that, but for the provisions of the Bankruptcy Code, would
have accrued), and all other amounts payable by the CPI Parties to any of the
Lender Group thereunder or in connection therewith, whether now existing or
hereafter arising, and whether due or to become due, absolute or contingent,
liquidated or unliquidated, determined or undetermined.

               "Subordinated Debt" means, with respect to each CPI Party, all
indebtedness, liabilities, and other obligations of any other CPI Party owing to
such CPI Party in respect of any and all loans or advances made by such CPI
Party to such other CPI Party whether now existing or hereafter arising, and
whether due or to become due, absolute or contingent, liquidated or
unliquidated, determined or undetermined, including all fees and all other
amounts payable by any other CPI Party to such CPI Party under or in connection
with any documents or instruments related thereto.

               "Subordinated Debt Payment" means any payment or distribution by
or on behalf of the CPI Parties, directly or indirectly, of assets of the CPI
Parties of any kind or character, whether in cash, property, or securities,
including on account of the purchase, redemption, or other acquisition of
Subordinated Debt, as a result of any collection, sale, or other disposition of
collateral, or by setoff, exchange, or in any other manner, for or on account of
the Subordinated Debt.

               (c) Interpretation. Unless the context of this Agreement clearly
requires otherwise, references to the plural include the singular, references to
the singular include the plural, the term "including" is not limiting, and the
term "or" has, except where otherwise indicated, the inclusive meaning
represented by the phrase "and/or." The words "hereof," "herein," "hereby,"
"hereunder," and similar terms in this Agreement refer to this Agreement as a
whole and not to any particular provision of this Agreement. Section,
subsection, clause, schedule, and exhibit references are to this Agreement
unless otherwise specified. References to agreements and other contractual
instruments shall be deemed to include all subsequent amendments and other
modifications thereto. References to statutes or regulations are to be construed
as including all statutory and regulatory provisions consolidating, amending, or
replacing the statute or regulation referred to. The captions and headings are
for convenience of reference only and shall not affect the construction of this
Agreement.

               SECTION 2 Subordination to Payment of Senior Debt. As to each CPI
Party, all payments on account of the Subordinated Debt shall be subject,
subordinate, and junior, in right of payment and exercise of remedies, to the
extent and in the manner set forth herein, to the prior payment, in full, in
cash or cash equivalents of the Senior Debt.


                                      -2-
<PAGE>   3

               SECTION 3 Subordination Upon Any Distribution of Assets of the
CPI Parties. As to each CPI Party, in the event of any payment or distribution
of assets of any other CPI Party of any kind or character, whether in cash,
property, or securities, upon the dissolution, winding up, or total or partial
liquidation or reorganization, readjustment, arrangement, or similar proceeding
relating to such other CPI Party or its property, whether voluntary or
involuntary, or in bankruptcy, insolvency, receivership, arrangement, or similar
proceedings or upon an assignment for the benefit of creditors, or upon any
other marshaling or composition of the assets and liabilities of such other CPI
Party, or otherwise (such events, collectively, the "Insolvency Events"): (i)
all amounts owing on account of the Senior Debt shall first be paid, in full, in
cash, or payment provided for in cash or in cash equivalents, before any
Subordinated Debt Payment is made; and (ii) to the extent permitted by
applicable law, any Subordinated Debt Payment to which such CPI Party would be
entitled except for the provisions hereof, shall be paid or delivered by the
trustee in bankruptcy, receiver, assignee for the benefit of creditors, or other
liquidating agent making such payment or distribution directly to Lender for
application to the payment of the Senior Debt in accordance with clause (i),
after giving effect to any concurrent payment or distribution or provision
therefor to Lender in respect of such Senior Debt.

               SECTION 4 Payments on Subordinated Debt.

               (a) Permitted Payments. So long as no Event of Default has
occurred and is continuing, each CPI Party may make, and each other CPI Party
shall be entitled to accept and receive, payments on account of the Subordinated
Debt in the ordinary course of business.

               (b) No Payment Upon Senior Debt Defaults. Upon the occurrence of
any Event of Default, and until such Event of Default is cured or waived, each
CPI Party shall not make, and each other CPI Party shall not accept or receive,
any Subordinated Debt Payment.

               SECTION 5 Subordination of Remedies. As long as any Senior Debt
shall remain outstanding and unpaid, following the occurrence of any Event of
Default and until such Event of Default is cured or waived, each CPI Party shall
not, without the prior written consent of Lender:

               (a) accelerate, make demand, or otherwise make due and payable
prior to the original due date thereof any Subordinated Debt or bring suit or
institute any other actions or proceedings to enforce its rights or interests in
respect of the obligations of any other CPI Party owing to such CPI Party;

               (b) exercise any rights under or with respect to guaranties of
the Subordinated Debt, if any;

               (c) exercise any rights to set-offs and counterclaims in respect
of any indebtedness, liabilities, or obligations of such CPI Party to any other
CPI Party against any of the Subordinated Debt; or


                                      -3-
<PAGE>   4

               (d) commence, or cause to be commenced, or join with any creditor
other than the Lender Group in commencing, any bankruptcy, insolvency, or
receivership proceeding against the other CPI Party.

               SECTION 6 Payment Over to Lender. In the event that,
notwithstanding the provisions of Sections 3, 4, and 5, any Subordinated Debt
Payments shall be received in contravention of such Sections 3, 4, and 5 by any
CPI Party before all Senior Debt is paid, in full, in cash or cash equivalents,
such Subordinated Debt Payments shall be held in trust for the benefit of the
Lender Group and shall be paid over or delivered to Agent for application to the
payment, in full, in cash or cash equivalents of all Senior Debt remaining
unpaid to the extent necessary to give effect to such Sections 3, 4, and 5,
after giving effect to any concurrent payments or distributions to the Lender
Group in respect of the Senior Debt.

               SECTION 7 Authorization to Lender. If, while any Subordinated
Debt is outstanding, any Insolvency Event shall occur and be continuing with
respect to the other CPI Party or its property: (i) Agent hereby is irrevocably
authorized and empowered (in the name of each CPI Party or otherwise), but shall
have no obligation, to demand, sue for, collect, and receive every payment or
distribution in respect of the Subordinated Debt and give acquittance therefor
and to file claims and proofs of claim and take such other action (including
voting the Subordinated Debt) as it may deem necessary or advisable for the
exercise or enforcement of any of the rights or interests of the Lender Group;
and (ii) each CPI Party shall promptly take such action as Agent reasonably may
request (A) to collect the Subordinated Debt for the account of the Lender Group
and to file appropriate claims or proofs of claim in respect of the Subordinated
Debt, (B) to execute and deliver to Agent such powers of attorney, assignments,
and other instruments as it may request to enable it to enforce any and all
claims with respect to the Subordinated Debt, and (C) to collect and receive any
and all Subordinated Debt Payments.

               SECTION 8 Certain Agreements of Each CPI Party.

               (a) No Benefits. Each CPI Party understands that there may be
various agreements between the Lender Group and any other CPI Party evidencing
and governing the Senior Debt, and each CPI Party acknowledges and agrees that
such agreements are not intended to confer any benefits on such CPI Party and
that the Lender Group shall have no obligation to such CPI Party or any other
Person to exercise any rights, enforce any remedies, or take any actions which
may be available to them under such agreements.

               (b) No Interference. Each CPI Party acknowledges that certain CPI
Parties have granted to the Lender Group security interests in all of such other
CPI Party's assets, and agrees not to interfere with or in any manner oppose a
disposition of any Collateral by the Lender Group in accordance with applicable
law.

               (c) Reliance by Lender. Each CPI Party acknowledges and agrees
that the Lender Group will have relied upon and will continue to rely upon the
subordination provisions provided for herein and the other provisions hereof in
entering into the Loan Documents and


                                      -4-
<PAGE>   5

making or issuing the Advances, the Term Loan, the Letters of Credit, or other
financial accommodations thereunder.

               (d) Waivers. Except as provided under the Loan Agreement, each
CPI Party hereby waives any and all notice of the incurrence of the Senior Debt
or any part thereof and any right to require marshaling of assets.

               (e) Obligations of Each CPI Party Not Affected. Each CPI Party
hereby agrees that at any time and from time to time, without notice to or the
consent of such CPI Party, without incurring responsibility to such CPI Party,
and without impairing or releasing the subordination provided for herein or
otherwise impairing the rights of the Lender Group hereunder: (i) the time for
any other CPI Party's performance of or compliance with any of its agreements
contained in the Loan Documents may be extended or such performance or
compliance may be waived by the Lender Group; (ii) the agreements of any other
CPI Party with respect to the Loan Documents may from time to time be modified
by such other CPI Party and the Lender Group for the purpose of adding any
requirements thereto or changing in any manner the rights and obligations of
such other CPI Party or the Lender Group thereunder; (iii) the manner, place, or
terms for payment of Senior Debt or any portion thereof may be altered or the
terms for payment extended, or the Senior Debt may be renewed in whole or in
part; (iv) the maturity of the Senior Debt may be accelerated in accordance with
the terms of any present or future agreement by any other CPI Party and the
Lender Group; (v) any Collateral may be sold, exchanged, released, or
substituted and any Lien in favor of the Lender Group may be terminated,
subordinated, or fail to be perfected or become unperfected; (vi) any Person
liable in any manner for Senior Debt may be discharged, released, or
substituted; and (vii) all other rights against the other CPI Party, any other
Person, or with respect to any Collateral may be exercised (or the Lender Group
may waive or refrain from exercising such rights).

               (f) Rights of Lender Not to Be Impaired. No right of the Lender
Group to enforce the subordination provided for herein or to exercise its other
rights hereunder shall at any time in any way be prejudiced or impaired by any
act or failure to act by any other CPI Party or the Lender Group hereunder or
under or in connection with the other Loan Documents or by any noncompliance by
the other CPI Party with the terms and provisions and covenants herein or in any
other Loan Document, regardless of any knowledge thereof the Lender Group may
have or otherwise be charged with.

               (g) Financial Condition of the CPI Parties. Except as provided
under the Loan Agreement, each CPI Party shall not have any right to require the
Lender Group to obtain or disclose any information with respect to: (i) the
financial condition or character of any other CPI Party or the ability of the
other CPI Party to pay and perform Senior Debt; (ii) the Senior Debt; (iii) the
Collateral or other security for any or all of the Senior Debt; (iv) the
existence or nonexistence of any guarantees of, or any other subordination
agreements with respect to, all or any part of the Senior Debt; (v) any action
or inaction on the part of the Lender Group or any other Person; or (vi) any
other matter, fact, or occurrence whatsoever.


                                      -5-
<PAGE>   6

               (h) Acquisition of Liens or Guaranties. Other than purchases of
inventory and licenses of intellectual property rights in the ordinary course of
business as heretofore conducted and other transfers of Collateral in accordance
with the terms of the Loan Agreement, each CPI Party shall not, without the
prior consent of Agent, acquire any right or interest in or to any Collateral
not owned by such CPI Party or accept any guaranties for the Subordinated Debt.

               SECTION 9 Subrogation.

               (a) Subrogation. Until the payment in full in cash of all Senior
Debt, each CPI Party shall not have, and shall not directly or indirectly
exercise, any rights that it may acquire by way of subrogation under this
Agreement, by any payment or distribution to the Lender Group hereunder or
otherwise. Upon the payment in full in cash of all Senior Debt, each CPI Party
shall be subrogated to the rights of the Lender Group to receive payments or
distributions applicable to the Senior Debt until the Subordinated Debt shall be
paid in full. For the purposes of the foregoing subrogation, no payments or
distributions to the Lender Group of any cash, property, or securities to which
any CPI Party would be entitled except for the provisions of Section 3, 4, or 5
shall, as among such CPI Party, its creditors (other than the Lender Group), and
the other CPI Parties, be deemed to be a payment by the other CPI Parties to or
on account of the Senior Debt.

               (b) Payments Over to the CPI Parties. If any payment or
distribution to which any CPI Party would otherwise have been entitled but for
the provisions of Section 3, 4, or 5 shall have been applied pursuant to the
provisions of Section 3, 4, or 5 to the payment of all amounts payable under the
Senior Debt, such CPI Party shall be entitled to receive from the Lender Group
any payments or distributions received by the Lender Group in excess of the
amount sufficient to pay in full in cash all amounts payable under or in respect
of the Senior Debt. If any such excess payment is made to the Lender Group,
Agent shall cause the Lender Group promptly to remit such excess to such CPI
Party and until so remitted shall hold such excess payment for the benefit of
such CPI Party.

               SECTION 10 Continuing Agreement; Reinstatement.

               (a) Continuing Agreement. This Agreement is a continuing
agreement of subordination and shall continue in effect and be binding upon each
CPI Party until payment and performance in full in cash of the Senior Debt. The
subordinations, agreements, and priorities set forth herein shall remain in full
force and effect regardless of whether any party hereto in the future seeks to
rescind, amend, terminate, or reform, by litigation or otherwise, its respective
agreements with the other CPI Parties.

               (b) Reinstatement. This Agreement shall continue to be effective
or shall be reinstated, as the case may be, if, for any reason, any payment of
the Senior Debt by or on behalf of any other CPI Party shall be rescinded or
must otherwise be restored by the Lender Group, whether as a result of an
Insolvency Event or otherwise.


                                      -6-
<PAGE>   7

               SECTION 11 Transfer of Subordinated Debt. Each CPI Party may not
assign or transfer its rights and obligations in respect of the Subordinated
Debt without the prior written consent of Agent, and any such transferee or
assignee, as a condition to acquiring an interest in the Subordinated Debt shall
agree to be bound hereby, in form satisfactory to Agent.

               SECTION 12 Obligations of the CPI Parties Not Affected. The
provisions of this Agreement are intended solely for the purpose of defining the
relative rights of each CPI Party against the other CPI Parties, on the one
hand, and of the Lender Group against the CPI Parties, on the other hand.
Nothing contained in this Agreement shall (i) impair, as between each CPI Party
and the other CPI Parties, the obligation of the other CPI Parties to pay their
respective obligations with respect to the Subordinated Debt as and when the
same shall become due and payable, or (ii) otherwise affect the relative rights
of each CPI Party against the other CPI Parties, on the one hand, and of the
creditors (other than the Lender Group) of the other CPI Parties against the
other CPI Parties, on the other hand.

               SECTION 13 Endorsement of CPI Party Documents; Further Assurances
and Additional Acts.

               (a) Endorsement of CPI Party Documents. At the request of Agent,
all documents and instruments evidencing any of the Subordinated Debt, if any,
shall be endorsed with a legend noting that such documents and instruments are
subject to this Agreement, and each CPI Party shall promptly deliver to Agent
evidence of the same.

               (b) Further Assurances and Additional Acts. Each CPI Party shall
execute, acknowledge, deliver, file, notarize, and register at its own expense
all such further agreements, instruments, certificates, financing statements,
documents, and assurances, and perform such acts as Agent reasonably shall deem
necessary or appropriate to effectuate the purposes of this Agreement, and
promptly provide Agent with evidence of the foregoing reasonably satisfactory in
form and substance to Agent.

               SECTION 14 Notices. All notices and other communications provided
for hereunder shall, unless otherwise stated herein, be in writing (including by
facsimile transmission) and shall be mailed, sent, or delivered in accordance
with the notice provisions contained in the Loan Agreement.

               SECTION 15 No Waiver; Cumulative Remedies. No failure on the part
of the Lender Group to exercise, and no delay in exercising, any right, remedy,
power, or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, remedy, power, or privilege
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power, or privilege. The rights and remedies under this Agreement
are cumulative and not exclusive of any rights, remedies, powers, and privileges
that may otherwise be available to the Lender Group.

               SECTION 16 Costs and Expenses.


                                      -7-
<PAGE>   8

               (a) Payments by the CPI Party. Each of the CPI Parties, jointly
and severally, agrees to pay to Agent on demand the reasonable and documented
out-of-pocket costs and expenses of the Lender Group, and the reasonable and
documented out-of-pocket fees and disbursements of counsel to Agent, in
connection with the negotiation, preparation, execution, delivery, and
administration of this Agreement, and any amendments, modifications, or waivers
of the terms thereof.

               (b) Payments by the CPI Parties. Each of the CPI Parties, jointly
and severally, agrees to pay to Agent on demand all reasonable and documented
out-of-pocket expenses of the Lender Group, and the reasonable and documented
out-of-pocket fees and disbursements of counsel, in connection with the
enforcement or attempted enforcement of, and preservation of rights or interests
under, this Agreement, including any losses and reasonable and documented
out-of-pocket costs and expenses sustained by the Lender Group as a result of
any failure by any CPI Party to perform or observe its obligations contained in
this Agreement.

               SECTION 17 Survival. All covenants, agreements, representations
and warranties made in this Agreement shall, except to the extent otherwise
provided herein, survive the execution and delivery of this Agreement, and shall
continue in full force and effect so long as any Senior Debt remains unpaid.
Without limiting the generality of the foregoing, the obligations of each CPI
Party under Section 16 shall survive the satisfaction of the Senior Debt.

               SECTION 18 Benefits of Agreement. This Agreement is entered into
for the sole protection and benefit of the parties hereto and their successors
and assigns, and no other Person shall be a direct or indirect beneficiary of,
or shall have any direct or indirect cause of action or claim in connection
with, this Agreement.

               SECTION 19 Binding Effect. This Agreement shall be binding upon,
inure to the benefit of and be enforceable by each CPI Party and the Lender
Group and their respective successors and permitted assigns.

               SECTION 20 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

               SECTION 21 SUBMISSION TO JURISDICTION. EACH CPI PARTY HEREBY (i)
SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND
THE FEDERAL COURTS OF THE UNITED STATES SITTING IN THE COUNTY OF NEW YORK, STATE
OF NEW YORK, FOR THE PURPOSE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURTS, OR AT THE SOLE
OPTION OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR
EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE


                                      -8-
<PAGE>   9

MATTER IN CONTROVERSY, (iii) IRREVOCABLY WAIVES (TO THE EXTENT PERMITTED BY
APPLICABLE LAW) ANY OBJECTION WHICH IT NOW OR HEREAFTER MAY HAVE TO THE LAYING
OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY OF THE FOREGOING
COURTS, AND ANY OBJECTION ON THE GROUND THAT ANY SUCH ACTION OR PROCEEDING IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (iv) AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PERMITTED BY LAW.

               SECTION 22 Entire Agreement; Amendments and Waivers.

               (a) Entire Agreement. This Agreement constitutes the entire
agreement of each of the CPI Parties and the Lender Group with respect to the
matters set forth herein and supersedes any prior agreements, commitments,
drafts, communications, discussions, and understandings, oral or written, with
respect thereto.

               (b) Amendments and Waivers. No amendment to any provision of this
Agreement shall in any event be effective unless the same shall be in writing
and signed by each of the CPI Parties and Agent; and no waiver of any provision
of this Agreement, or consent to any departure by any CPI Party therefrom, shall
in any event be effective unless the same shall be in writing and signed by
Agent. Any such amendment, waiver, or consent shall be effective only in the
specific instance and for the specific purpose for which given.

               SECTION 23 Conflicts. In case of any conflict or inconsistency
between any terms of this Agreement, on the one hand, and any documents or
instruments in respect of the Subordinated Debt, on the other hand, then the
terms of this Agreement shall control.

               SECTION 24 Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under all applicable laws and regulations. If, however, any provision of this
Agreement shall be prohibited by or invalid under any such law or regulation in
any jurisdiction, it shall, as to such jurisdiction, be deemed modified to
conform to the minimum requirements of such law or regulation, or, if for any
reason it is not deemed so modified, it shall be ineffective and invalid only to
the extent of such prohibition or invalidity without affecting the remaining
provisions of this Agreement or the validity or effectiveness of such provision
in any other jurisdiction.

               SECTION 25 Interpretation. This Agreement is the result of
negotiations between, and have been reviewed by the respective counsel to, the
CPI Parties and Agent and is the product of all parties hereto. Accordingly,
this Agreement shall not be construed against the Lender Group merely because of
the Lender Group's involvement in the preparation hereof.

               SECTION 26 Counterparts; Telefacsimile Execution. This Agreement
may be executed in any number of counterparts and by different parties hereto in
separate counterparts,


                                      -9-
<PAGE>   10

each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute but one and the same agreement. Delivery
of an executed counterpart of this Agreement by telefacsimile shall be equally
effective as delivery of an original executed counterpart of this Agreement. Any
party delivering an executed counterpart of this Agreement by telefacsimile also
shall deliver an original executed counterpart of this Agreement but the failure
to deliver an original executed counterpart shall not affect the validity,
enforceability, and binding effect of this Agreement.

               SECTION 27 Termination of Agreement. Upon payment and performance
in full in cash of the Senior Debt, this Agreement shall terminate and Agent
shall promptly execute and deliver to each CPI Party such documents and
instruments as shall be reasonably necessary to evidence such termination;
provided, however, that the obligations of each CPI Party under Section 16 shall
survive such termination.

               IN WITNESS WHEREOF, the undersigned has executed and delivered
this Agreement as of the date first written above.

                                     COMMUNICATIONS & POWER INDUSTRIES, INC., a
                                     Delaware corporation

                                     By:___________________________________

                                     Title:________________________________

                                     COMMUNICATIONS & POWER INDUSTRIES HOLDING
                                     CORPORATION, a Delaware corporation


                                     By:___________________________________

                                     Title:________________________________

                                     CPI SUBSIDIARY HOLDINGS  INC., a Delaware
                                     corporation

                                     By:___________________________________

                                     Title:________________________________


                                      -10-
<PAGE>   11

                                     COMMUNICATIONS & POWER INDUSTRIES
                                     INTERNATIONAL INC., a Delaware corporation


                                     By:___________________________________

                                     Title:________________________________

                                     COMMUNICATIONS & POWER INDUSTRIES ASIA
                                     INC., a Delaware corporation

                                     By:___________________________________

                                     Title:________________________________

                                     COMMUNICATIONS & POWER INDUSTRIES CANADA,
                                     INC., an Ontario corporation

                                     By:___________________________________

                                     Title:________________________________

                                     COMMUNICATIONS & POWER INDUSTRIES ITALIA
                                     S.R.L., an Italian company

                                     By:___________________________________

                                     Title:________________________________

                                     COMMUNICATIONS & POWER INDUSTRIES EUROPE
                                     LIMITED, a United Kingdom company

                                     By:___________________________________

                                     Title:________________________________


                                      -11-
<PAGE>   12

                                     COMMUNICATIONS & POWER INDUSTRIES AUSTRALIA
                                     PTY LIMITED, an Australian company


                                     By:___________________________________

                                     Title:________________________________


                                     FOOTHILL CAPITAL CORPORATION, a California
                                     corporation, as Agent

                                     By:___________________________________

                                     Title:________________________________


                                      -12-
</TEXT>
</DOCUMENT>
