<PAGE>

                                                                    Exhibit 10.1


               AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT

            THIS AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT (this
"Amendment"), dated as of December 16, 2002 (the "Effective Date"), is entered
into by and among COMMUNICATIONS & POWER INDUSTRIES, INC., a Delaware
corporation ("Borrower"), each of the Obligors that is a signatory to this
Amendment (collectively, "Obligors"), each of the lenders that is a signatory to
this Amendment (collectively, "Lenders"), and FOOTHILL CAPITAL CORPORATION, a
California corporation, as the arranger and administrative agent for the Lenders
(in such capacity, "Agent" and together with the Lenders, collectively, the
"Lender Group"), in light of the following:

                               W I T N E S S E T H

            WHEREAS, Borrower, the Lender Group and the other Obligors are
parties to that certain Loan and Security Agreement, dated as of December 15,
2000 (as amended, restated, supplemented, or modified from time to time, the
"Loan Agreement");

            WHEREAS, the Term Loan was fully prepaid as of June 26, 2002;

            WHEREAS, Borrower has requested that the Loan Agreement be amended
to provide for, among other things, an increase of the Maximum Revolver Amount;
and

            WHEREAS, subject to the satisfaction of the conditions set forth
herein, the Lender Group is willing to so consent to the amendment of the Loan
Agreement.

            NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree to amend the
Loan Agreement as follows:

1. DEFINITIONS. Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them in the Loan Agreement, as amended
hereby.

2. AMENDMENTS TO LOAN AGREEMENT.

      (a) The parties acknowledge that the Term Loan was prepaid in full prior
to the Term Loan Maturity Date. All references in the Loan Agreement to the
"Term Loan" (including the use of the terms "Maximum Term Loan Amount,"
"Required Term Loan Lenders," "Term Loan Amount," "Term Loan Commitment" and
"Term Loan Maturity Date") shall hereafter have no further force or effect.
Without limiting the foregoing, the Term Loan Amount and the Term Loan
Commitment are now zero.

      (b) Exhibit B-1 of the Loan Agreement and all references in the Loan
Agreement to the "Borrowing Base Certificate" and to "Exhibit B-1" are hereby
deleted in their entirety.


                                       1
<PAGE>
      (c) Section 1.1 of the Loan Agreement is hereby amended by adding the
following defined terms in proper alphabetical order or amending and restating
the following definitions in their entirety, as the case may be:

            "`APPLICABLE PREPAYMENT PREMIUM' means, as of any date of
      determination, an amount equal to (a) during the period of time from and
      after the date of the execution and delivery of this Agreement up to the
      date that is the first anniversary of the Closing Date, 2% times the
      Maximum Revolver Amount, and (b) during the period of time from and
      including the date that is the first anniversary of the Closing Date up to
      and including May 31, 2004, 1% times the Maximum Revolver Amount."

            "`EFFECTIVE APPRAISAL DATE' means the date that is five (5) Business
      Days following the date that Agent receives, with respect to the 2002
      fiscal year of Borrower, valuations in accordance with Section 2.1(b)
      evidencing the Real Property Collateral Appraised Value and the Net
      Orderly Liquidation Value of Eligible Equipment."

            "`MAXIMUM REVOLVER AMOUNT' means $61,000,000."

            "`REQUIRED LENDERS' means, at any time, Lenders whose Pro Rata
      Shares aggregate 75% as determined pursuant to clause (d) of the
      definition of `Pro Rata Share.'"

            "`THRESHOLD ADVANCE' means, with respect to any Lender, any
      additional Advance described in Section 2.1(e) which, when combined with
      such Lender's Pro Rata Share of other outstanding Obligations, would
      exceed its respective lending limit set forth on Schedule C-2 attached
      hereto."

            "`THRESHOLD EXCESS AVAILABILITY' means Excess Availability of not
      less than the required amount set forth in the following table for the
      applicable period in any year set forth opposite thereto; provided,
      however, that the Threshold Excess Availability shall be $10,000,000 from
      and after the date that the Wells Fargo Note is paid in full:

<TABLE>
<CAPTION>
         APPLICABLE AMOUNT                    APPLICABLE PERIOD
<S>                            <C>
            $10,000,000           Prior to the first day of the fifth full
                                calendar month prior to the Wells Fargo Note
                                                Maturity Date

            $13,000,000         From the first day of the fifth full calendar
                                month prior to the Wells Fargo Note Maturity
                                Date through and including the last day of the
                                fifth full calendar month prior to the Wells
                                          Fargo Note Maturity Date

            $16,000,000        From the first day of the fourth full calendar
                                month prior to the Wells Fargo Note Maturity
                               Date through and including the last day of the
                                fourth full calendar month prior to the Wells
                                          Fargo Note Maturity Date

            $19,000,000         From the first day of the third full calendar
                                month prior to the Wells Fargo Note Maturity
                               Date through and including the last day of the
                                   third full calendar month prior to the
</TABLE>


                                       2
<PAGE>
<TABLE>
<S>                            <C>
                                       Wells Fargo Note Maturity Date

            $22,000,000        From the first day of the second full calendar
                                month prior to the Wells Fargo Note Maturity
                               Date through and including the last day of the
                                second full calendar month prior to the Wells
                                          Fargo Note Maturity Date

            $25,000,000         From the first day of the first full calendar
                                month prior to the Wells Fargo Note Maturity
                               Date through and including the Wells Fargo Note
                                                Maturity Date
</TABLE>

            "`WELLS FARGO NOTE' means the promissory note made by Communications
      & Power Industries Holding Corporation to Wells Fargo, in the original
      principal amount of $18,000,000 and secured by the San Carlos Property."

            "`WELLS FARGO NOTE MATURITY DATE' means June 1, 2003 or any
      extension thereof."

      (d) Section 2.1(a) of the Loan Agreement is hereby amended and restated in
its entirety as follows:

            "Subject to the terms and conditions of this Agreement, and during
      the term of this Agreement, each Lender with a Revolver Commitment agrees
      (severally, not jointly or jointly and severally) to make advances
      ('Advances') to Borrower in an amount at any one time outstanding not to
      exceed such Lender's Pro Rata Share of an amount equal to the lesser of
      (i) the Maximum Revolver Amount less the Letter of Credit Usage, or (ii)
      the Borrowing Base less the Letter of Credit Usage. For purposes of this
      Agreement, 'Borrowing Base,' as of any date of determination, shall mean
      the result of:

                        (w) the lesser of

                              (i) 85% of the amount of Eligible Accounts, less
      the amount, if any, of the Dilution Reserve; provided that in no event
      shall the amount of credit availability created by Eligible Foreign
      Accounts exceed $5,000,000; or

                              (ii) an amount equal to two-thirds of the
      Collateral Obligors' Collections with respect to Collateral Obligors'
      Accounts for the immediately preceding 13-week period; plus

                        (x) (i) prior to the Effective Appraisal Date, the lower
      of (i) (A) from and after the Closing Date up to the first anniversary of
      the Closing Date, 80% of the Net Orderly Liquidation Value of Eligible
      Equipment, (B) from and after the first anniversary of the Closing Date up
      to the second anniversary of the Closing Date, 70% of the Net Orderly
      Liquidation Value of Eligible Equipment, (C) from and after the second
      anniversary of the Closing Date up to the third anniversary of the Closing
      Date, 60% of the Net Orderly Liquidation Value of Eligible Equipment, and
      (D) from and after the third anniversary of the Closing Date up to the
      fourth anniversary of the Closing Date, 50% of the Net Orderly Liquidation
      Value of Eligible Equipment, and (ii) $8,250,000; and


                                       3
<PAGE>
                              (ii) as of the Effective Appraisal Date, the lower
      of (i) (A) from and after the Effective Appraisal Date up to the third
      anniversary of the Closing Date, 80% of the Net Orderly Liquidation Value
      of Eligible Equipment, (B) from and after the third anniversary of the
      Closing Date up to the fourth anniversary of the Closing Date, 63.5% of
      the Net Orderly Liquidation Value of Eligible Equipment, and (C) from and
      after the fourth anniversary of the Closing Date up to the Maturity Date,
      47% of the Net Orderly Liquidation Value of Eligible Equipment, and (ii)
      $8,500,000, plus

                        (y) (i) prior to the Effective Appraisal Date, the
      lowest of

                                    (A) $16,000,000,

                                    (B) 30% of the Real Property Collateral
      Appraised Value,

                                    (C) 100% of the amount of credit
      availability created under clause (w) above, and

                                    (D) 50% of the Real Property Collateral
      Appraised Value; and

                              (ii) as of the Effective Appraisal Date, the lower
      of

                                    (A) $18,000,000, and

                                    (B) 35% of the Real Property Collateral
      Appraised Value; minus

                        (z) the aggregate amount of reserves, if any,
      established by Agent under Section 2.1(b)."

      (e) Section 2.1(c) of the Loan Agreement is hereby amended and restated in
its entirety as follows:

            "The Lenders with Revolver Commitments shall have no obligation to
      make additional Advances hereunder to the extent such additional Advances
      would cause the Revolver Usage to exceed the Maximum Revolver Amount,
      subject to the conditions set forth in Sections 2.1(e) and 2.1(f)."

      (f) Section 2.1(e) of the Loan Agreement is hereby amended and restated in
its entirety as follows:

            "Subject to Section 2.1(f), no Lender with a Revolver Commitment
      shall be required to make any Threshold Advance, unless:

                  (i) Borrower makes an irrevocable written request, not later
      than 90 days prior to the Funding Date applicable thereto, by an
      Authorized Person to Agent for a Borrowing of such Threshold Advance
      hereunder; and


                                       4
<PAGE>
                  (ii) Without in any way limiting Agent's right to charge
      Borrower fees and costs in connection with future syndication or
      participation of the Commitments, Borrower pays Agent, no later than the
      date of the borrowing of such Threshold Advance, all fees and costs
      (including attorneys' fees and costs) incurred by Agent and any Lender
      (whether as assignor or assignee) or any Participant in connection with
      any syndication or participation of the Commitments as a result of or
      arising from such requested Threshold Advance.

                  Agent shall promptly advise Lenders of each such requested
      Threshold Advance. All fees and costs described in clause (ii), including
      fees and costs (including attorneys' fees and costs) incurred by any of
      the Lender Group in connection with any future syndication or
      participation of the Commitments, shall constitute Lender Group Expenses."

      (g) Section 2.1(f) of the Loan Agreement is hereby added in its entirety
as follows:

            "Following receipt of Agent's notice of Borrower's request for a
      Threshold Advance under Section 2.1(e), if any Lender is unable, despite
      good faith efforts, to syndicate or participate any portion of its Pro
      Rata Share of outstanding Obligations in order to maintain Obligations
      under its lending limit on Schedule C-2, then (i) such Lender's Pro Rata
      Share of such Threshold Advance shall not be made, and (ii) such Lender
      shall incur no liability to Borrower as a result of such Lender's failure
      to make its Pro Rata Share of such Threshold Advance."

      (h) Section 2.3(a) of the Loan Agreement is hereby amended and restated in
its entirety as follows:

            "PROCEDURE FOR BORROWING. Subject to Section 2.1(e), each Borrowing
      shall be made by an irrevocable written request by an Authorized Person
      delivered to Agent (which notice must be received by Agent no later than
      10:00 a.m. (California time) on the Business Day prior to the date that is
      the requested Funding Date in the case of a request for an Advance or the
      Term Loan specifying (i) the amount of such Borrowing, and (ii) the
      requested Funding Date, which shall be a Business Day; provided, however,
      that in the case of a request for Swing Loan in an amount of $5,000,000 or
      less, such notice will be timely received if it is received by Agent no
      later than 10:00 a.m. (California time) on the Business Day that is the
      requested Funding Date) specifying (i) the amount of such Borrowing, and
      (ii) the requested Funding Date, which shall be a Business Day. At Agent's
      election, in lieu of delivering the above-described written request, any
      Authorized Person may give Agent telephonic notice of such request by the
      required time, with such telephonic notice to be confirmed in writing
      within 24 hours of the giving of such notice."

      (i) Section 2.11(c) of the Loan Agreement is hereby amended and restated
in its entirety as follows:

            "UNUSED LINE FEE. On the first day of each month during the term of
      this Agreement, an unused line fee in an amount equal to 0.375% per annum
      times the result of (a) (i) prior to the date that the first Threshold
      Advance is made pursuant to Section


                                       5
<PAGE>
      2.1, $50,000,000, and (ii) thereafter, the sum of (1) $50,000,000 and (2)
      all Commitments (not to exceed $11,000,000) which are hereafter assigned
      or participated to any Assignee (other than an existing Lender as of the
      date hereof) under Section 14.1 in contemplation of the making of a
      Threshold Advance, less (b) the sum of (i) the average Daily Balance of
      Advances that were outstanding during the immediately preceding month,
      plus (ii) the average Daily Balance of the Letter of Credit Usage during
      the immediately preceding month,"

      (j) Section 3.4 of the Loan Agreement is hereby amended and restated in
its entirety as follows:

            "TERM. This Agreement shall become effective upon the execution and
      delivery hereof by Obligors, Agent, and the Lenders and shall continue in
      full force and effect for a term ending on May 31, 2005 (the `Maturity
      Date'). The foregoing notwithstanding, the Lender Group, upon the election
      of the Required Lenders, shall have the right to terminate its obligations
      under this Agreement immediately and without notice upon the occurrence
      and during the continuation of an Event of Default."

      (k) Section 7.8(a) of the Loan Agreement is hereby amended and restated in
its entirety as follows:

            "Prepay, redeem, defease, purchase, or otherwise acquire any
      Indebtedness of any Obligor, other than the Obligations in accordance with
      this Agreement, and except in connection with either of the following:

            (i) a refinancing permitted by Section 7.1(h); or

            (ii) any repurchase or redemption of Senior Subordinated Notes up to
      an aggregate maximum amount of $7,500,000 in any fiscal year of Borrower
      so long as (1) immediately prior to any such repurchase or redemption and
      after giving effect thereto, no Event of Default has occurred and is
      continuing; (2) prior to any such repurchase or redemption, Borrower's
      chief financial officer issues a certificate to Agent, in form and
      substance satisfactory to Agent in its Permitted Discretion, demonstrating
      that, immediately after any such repurchase or redemption, Borrower will
      have Availability of no less than the Threshold Excess Availability; (3)
      concurrently with any delivery by Borrower to the Trustee (as defined in
      the Indenture) of a notice of optional redemption in accordance with
      Section 3.01 of the Indenture in connection with any such redemption,
      Borrower delivers a copy of such notice to Agent; and (4) concurrently
      with any delivery by Borrower to the Holders (as defined in the Indenture)
      of a notice of redemption in accordance with Section 3.03 of the Indenture
      in connection with any such redemption, Borrower delivers a copy of such
      notice to Agent, and"

      (l) Schedule C-1 of the Loan Agreement is hereby amended and restated in
its entirety as attached hereto as Schedule C-1.


                                       6
<PAGE>
3. CONDITIONS PRECEDENT TO THIS AMENDMENT. The satisfaction of each of the
following shall constitute conditions precedent to the effectiveness of this
Amendment and each and every provision hereof:

      (a) Borrower shall have paid Agent an amendment fee in the amount of
$250,000;

      (b) The representations and warranties in the Loan Agreement and the other
Loan Documents shall be true and correct in all respects on and as of the
Effective Date, as though made on such date (except to the extent that such
representations and warranties relate solely to an earlier date);

      (c) Agent shall have received the reaffirmation and consent of each
Guarantor, attached hereto as Exhibit A, duly executed and delivered by an
authorized official of each Guarantor;

      (d) Agent shall have received the confirmation, acknowledgement and
consent of CPI Canada, attached hereto as Exhibit B, duly executed and delivered
by an authorized official of CPI Canada;

      (e) No Default or Event of Default shall have occurred and be continuing
on the date hereof or as of the date of the effectiveness of this Amendment;

      (f) No injunction, writ, restraining order, or other order of any nature
prohibiting, directly or indirectly, the consummation of the transactions
contemplated herein shall have been issued and remain in force by any
Governmental Authority against any Obligor or the Lender Group;

      (g) Agent shall have received an opinion of Obligors' counsel in form and
substance satisfactory to Lenders; and

      (h) Agent shall have received, for each of the Mortgages referred to in
Section 4(a) of this Amendment, the Modification and Ratification (collectively,
the "Mortgage Amendments"), substantially in the form attached hereto as Exhibit
R-2, duly executed and delivered by Agent and the applicable Obligor.

4. CONDITIONS SUBSEQUENT TO THIS AMENDMENT. The satisfaction, no later than the
dates set forth below, of each of the following shall constitute conditions
subsequent to the effectiveness of this Amendment and each and every provision
hereof (and the failure by Borrower to so perform or cause to be performed
constituting an Event of Default):

      (a) No later than 30 days after the Effective Date, Agent shall have
received from First American Title Insurance Company ("Title Company") CLTA
endorsements (collectively, the "Endorsements"), satisfactory to Agent, to Title
Insurance Policy Nos. 519100 (dated December 22, 2000), and 100633050 (dated
September 27, 2001) (collectively, the "Policies") issued by Title Company,
insuring the same priority of the Mortgages referred to therein, as amended by
the Mortgage Amendments, as such Mortgages enjoyed as of the original dates of
the Policies; and


                                       7
<PAGE>
(b) No later than 30 days after the Effective Date, Borrower shall have paid
Agent all of Agent's attorneys' fees and costs and recording costs incurred in
connection with the preparation and execution of this Amendment and the Mortgage
Amendments, the cost of recording the Mortgage Amendments and the cost of the
premiums for the issuance by Title Company of the Endorsements.

5. CONSTRUCTION. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED IN THE STATE OF NEW YORK.

6. ENTIRE AMENDMENT; EFFECT OF AMENDMENT. This Amendment, and terms and
provisions hereof, constitute the entire agreement among the parties pertaining
to the subject matter hereof and supersedes any and all prior or contemporaneous
amendments relating to the subject matter hereof. Except for the amendments to
the Loan Agreement expressly set forth in Section 2 hereof, the Loan Agreement
and other Loan Documents shall remain unchanged and in full force and effect. To
the extent any terms or provisions of this Amendment conflict with those of the
Loan Agreement or other Loan Documents, the terms and provisions of this
Amendment shall control. This Amendment is a Loan Document.

7. COUNTERPARTS; TELEFACSIMILE EXECUTION. This Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this Amendment by
signing any such counterpart. Delivery of an executed counterpart of this
Amendment by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by telefacsimile also shall deliver an
original executed counterpart of this Amendment, but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.

8. MISCELLANEOUS.

      (a) Upon the effectiveness of this Amendment, each reference in the Loan
Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of like
import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by this Amendment.

      (b) Upon the effectiveness of this Amendment, each reference in the Loan
Documents to the "Loan Agreement", "thereunder", "therein", "thereof" or words
of like import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by this Amendment.


                            [Signature page follows.]


                                       8
<PAGE>
            IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered as of the Effective Date.

                                    BORROWER:

                                    COMMUNICATIONS & POWER INDUSTRIES, INC.,
                                    a Delaware corporation


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------



                                    FOOTHILL:

                                    FOOTHILL CAPITAL CORPORATION,
                                    a California corporation, as Agent and as a
                                    Lender


                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                    OTHER LENDERS:

                                    FOOTHILL INCOME TRUST II, L.P.

                                    By:   FIT II GP, LLC,
                                          Its General Partner

                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                  [Signatures continue on the following page.]


                                       9
<PAGE>
                                    OTHER OBLIGORS:

                                    COMMUNICATIONS & POWER INDUSTRIES HOLDING
                                    CORPORATION,

                                    a Delaware corporation

                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                    CPI SUBSIDIARY HOLDINGS  INC.,
                                    a Delaware corporation

                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                    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:
                                          -------------------------------------


                                       10
<PAGE>
                                    EXHIBIT A

                            REAFFIRMATION AND CONSENT

            All capitalized terms used herein but not otherwise defined herein
shall have the meanings ascribed to them in that certain Loan and Security
Agreement by and among COMMUNICATIONS & POWER INDUSTRIES, INC., a Delaware
corporation ("Borrower"), the other Obligors identified on the signature pages
thereof, each of the lenders that is a signatory thereto (collectively,
"Lenders"), and FOOTHILL CAPITAL CORPORATION, a California corporation, as the
arranger and administrative agent for the Lenders (in such capacity, "Agent" and
together with the Lenders, collectively, the "Lender Group"), dated as of
December 15, 2000 (as amended, restated, supplemented or otherwise modified, the
"Loan Agreement"), or in Amendment Number One to Loan and Security Agreement,
dated as of December 16, 2002 (the "Amendment"), among Borrower, the other
Obligors and the Lender Group. The undersigned each hereby (a) represents and
warrants to the Lender Group that the execution, delivery, and performance of
this Reaffirmation and Consent are within its powers, have been duly authorized
by all necessary action, and are not in contravention of any law, rule, or
regulation, or any order, judgment, decree, writ, injunction, or award of any
arbitrator, court, or governmental authority, or of the terms of its charter or
bylaws, or of any contract or undertaking to which it is a party or by which any
of its properties may be bound or affected; (b) consents to the transactions
contemplated by the Amendment; (c) acknowledges and reaffirms its obligations
owing to the Lender Group under any Loan Documents to which it is a party; and
(d) agrees that each of the Loan Documents to which it is a party is and shall
remain in full force and effect. Although the undersigned has been informed of
the matters set forth herein and has acknowledged and agreed to same, it
understands that the Lender Group has no obligations to inform it of such
matters in the future or to seek its acknowledgment or agreement to future
amendments, and nothing herein shall create such a duty. Delivery of an executed
counterpart of this Reaffirmation and Consent by telefacsimile shall be equally
as effective as delivery of an original executed counterpart of this
Reaffirmation and Consent. Any party delivering an executed counterpart of this
Reaffirmation and Consent by telefacsimile also shall deliver an original
executed counterpart of this Reaffirmation and Consent but the failure to
deliver an original executed counterpart shall not affect the validity,
enforceability, and binding effect of this Reaffirmation and Consent. This
Reaffirmation and Consent shall be governed by the laws of the State of New
York.

                            [Signature page follows.]


                                       1
<PAGE>
IN WITNESS WHEREOF, the undersigned have each caused this Reaffirmation and
Consent to be executed as of the date of the Amendment.

                                    COMMUNICATIONS & POWER INDUSTRIES
                                    HOLDING CORPORATION,
                                    a Delaware corporation

                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                    CPI SUBSIDIARY HOLDINGS  INC.,
                                    a Delaware corporation

                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                    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:
                                          -------------------------------------


                                       2
<PAGE>
                                    EXHIBIT B

                    CONFIRMATION, ACKNOWLEDGMENT AND CONSENT

All capitalized terms used herein but not otherwise defined herein shall have
the meanings ascribed to them in that certain Loan and Security Agreement by and
among COMMUNICATIONS & POWER INDUSTRIES, INC., a Delaware corporation
("Borrower"), the other Obligors identified on the signature pages thereof, each
of the lenders that is a signatory thereto (collectively, "Lenders"), and
FOOTHILL CAPITAL CORPORATION, a California corporation, as the arranger and
administrative agent for the Lenders (in such capacity, "Agent" and together
with the Lenders, collectively, the "Lender Group"), dated as of December 15,
2000 (as amended, restated, supplemented or otherwise modified, the "Loan
Agreement"), or in Amendment Number One to Loan and Security Agreement, dated as
of December 16, 2002 (the "Amendment"), among Borrower, the other Obligors and
the Lender Group.

TO:         THE AGENT AND THE LENDER GROUP

FROM:       COMMUNICATIONS & POWER INDUSTRIES CANADA INC. (the "Canadian
            Subsidiary")

RE:         Amendment Number One. to Loan Agreement - Confirmation of continuing
            liability under Guarantee, General Security Agreement and Mortgage;

WHEREAS;

A. Pursuant to a Guarantee (the "Guarantee") dated December 15, 2000, the
Canadian Subsidiary guaranteed to the Agent as Agent for itself and for other
lenders the Guaranteed Obligations, as defined in the Guarantee, of the
Borrower;

B. As collateral security for its obligations pursuant to the Loan Agreement and
the Guarantee the Canadian Subsidiary granted to the Agent as Agent for itself
and for other lenders a General Security Agreement (the "GSA") dated effective
as of December 15, 2000;

C. As collateral security for its obligations pursuant to the Loan Agreement and
the Guarantee the Canadian Subsidiary granted a mortgage (the "Mortgage") to the
Agent as Agent for itself and for other lenders which Mortgage is registered in
the Land Registry Office for the Land Titles Division of Halton (No. 20)
registration No. HR53586;

NOW WITNESS that in consideration of the mutual covenants and agreements set
forth in the Amendment and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Canadian Subsidiary
hereby consents to the changes made in the Amendment and acknowledges and
agrees, in addition to its confirmation contained in Exhibit A to the Amendment
but without limiting same, that the Guarantee, the Mortgage and the GSA remain
in full force and effect, and the Mortgage and the GSA stand as security for the
all of the obligations of the Canadian Subsidiary and the Borrower to the Lender
Group pursuant to the Loan and Security Agreement and the Amendment.


                                       1
<PAGE>
DATED as of the 16th day of December, 2002.

COMMUNICATIONS & POWER INDUSTRIES
CANADA, INC.

Per:

-----------------------------------------
Authorized Signatory

Title
     ---------------------


                                       2
<PAGE>
                                   EXHIBIT R-2

                                [Modification and Ratification of Deed of Trust]

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:


Joel J. Berman, Esq.
Jeffer, Mangels, Butler & Marmaro LLP
1900 Avenue of the Stars
7th Floor
Los Angeles, California  90067


    ------------- MODIFICATION AND RATIFICATION OF DEED OF TRUST ------------


      This MODIFICATION AND RATIFICATION OF DEED OF TRUST (this "Modification")
is made as of the 16th day of December, 2002, by and between FOOTHILL CAPITAL
CORPORATION, a California corporation ("Agent"), whose address is 2450 Colorado
Avenue, Suite 3000 West, Santa Monica, California 90404, and COMMUNICATIONS &
POWER INDUSTRIES, INC., a Delaware corporation ("Trustor"), whose address is 607
Hansen Way, Palo Alto, California 94303, with reference to the following facts:

      A. Trustor, each of the other Obligors that is a signatory thereto, each
of the lenders that is a signatory thereto (collectively, "Lenders"), and Agent,
as the arranger and administrative agent for the Lenders, are parties to that
certain Loan and Security Agreement, dated as of December 15, 2000 (as amended,
restated, supplemented, or modified from time to time, the "Loan Agreement").
Capitalized terms, which are used herein but not defined herein, shall have the
meanings ascribed to them in the Loan Agreement.

      B. To secure Trustor's obligations under the Loan Agreement, Trustor, as
trustor, executed in favor of Agent, as beneficiary, a deed of trust (the "Deed
of Trust") encumbering real property in Santa Clara County, California (the
"Real Property"). The Real Property is legally described in the Deed of Trust
and in Exhibit "A" attached hereto and incorporated by reference herein. The
Deed of Trust was recorded on December 22, 2000 in the Office of the Santa Clara
County Recorder as Instrument No. 155004246 as a lien on the Real Property.

      C. Trustor, the other Obligors, Lenders and Agent have agreed to
modification of certain provisions of the Loan Agreement pursuant to that
certain Amendment Number One to Loan Agreement (the "First Amendment") of even
date, which is incorporated by reference herein.


                                       1
<PAGE>
      D. As a condition precedent to the execution of the First Amendment, Agent
requires that Trustor and Agent amend a certain provision of the Deed of Trust
as hereinafter set forth.

      NOW THEREFORE, the parties agree as follows:

      (a) Pursuant to the First Amendment, Trustor and Agent have, among other
things, increased the Maximum Revolver Amount. The obligations secured by the
Deed of Trust, as set forth in the Deed of Trust, include without limitation the
obligations of Trustor to Agent under the Loan Agreement, as modified by the
First Amendment, and all further modifications thereof.

      (b) Except as herein specifically supplemented and amended, the Deed of
Trust, which is incorporated by reference herein, is hereby ratified and
confirmed, and the same shall continue in full force and effect.

      (c) This Modification may be executed in counterparts, each of which, when
executed and delivered, shall be deemed to be an original, and all of which,
when taken together, shall constitute but one and the same instrument.

                                    AGENT:

                                    FOOTHILL CAPITAL CORPORATION,
                                    a California corporation, as Agent

                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                    TRUSTOR:

                                    COMMUNICATIONS & POWER INDUSTRIES, INC.,
                                    a Delaware corporation

                                    By:
                                       ----------------------------------------
                                    Title:
                                          -------------------------------------


                                       2
<PAGE>
                                    EXHIBIT A

                      [Legal Description of Real Property]
<PAGE>
STATE OF CALIFORNIA           )
                              )
COUNTY OF _____________       )

            On December ___, 2002, before me, ____________________, personally
appeared ____________________________,


[ ]   personally known to me        [ ]   proved to me on the basis of
                                          satisfactory evidence

to be the persons whose names are subscribed to the within instrument and
acknowledged to me that they executed the same in their authorized capacities,
and that by their signatures on the instrument the persons, or the entity upon
behalf of which the persons acted, executed the instrument.

            WITNESS my hand and official seal.



                                          ------------------------------
                                          Signature of Notary

                           CAPACITY CLAIMED BY SIGNER:


[ ]   Individual(s)                       [ ]   Attorney-In-Fact
[ ]   Partner(s)                          [ ]   Subscribing Witness
[ ]   Trustee(s)                          [ ]   Guardian/Conservator
[X]   Corporate                           [ ]   Other:
                --------------------                  ----------------------
      Officer(s)
                --------------------      ----------------------------------
                      Title(s)
                                          ----------------------------------


                             SIGNER IS REPRESENTING:

Name of Person(s) or Entity(ies): FOOTHILL CAPITAL CORPORATION

--------------------------------------------------------------------------------
<PAGE>
STATE OF CALIFORNIA           )
                              )
COUNTY OF _____________       )


            On December ___, 2002, before me, ____________________, personally
appeared ____________________________,

[ ]   personally known to me        [ ]   proved to me on the basis of
                                          satisfactory evidence

to be the persons whose names are subscribed to the within instrument and
acknowledged to me that they executed the same in their authorized capacities,
and that by their signatures on the instrument the persons, or the entity upon
behalf of which the persons acted, executed the instrument.

            WITNESS my hand and official seal.



                                          -------------------------------------
                                          Signature of Notary

                           CAPACITY CLAIMED BY SIGNER:

[ ]   Individual(s)                       [ ]   Attorney-In-Fact
[ ]   Partner(s)                          [ ]   Subscribing Witness
[ ]   Trustee(s)                          [ ]   Guardian/Conservator
[X]   Corporate                           [ ]   Other:
                --------------------                  ----------------------
      Officer(s)
                --------------------      ----------------------------------
                      Title(s)
                                          ----------------------------------


                             SIGNER IS REPRESENTING:

Name of Person(s) or Entity(ies): COMMUNICATIONS & POWER INDUSTRIES, INC.

--------------------------------------------------------------------------------
<PAGE>
                                  SCHEDULE C-1
                                   COMMITMENTS

<TABLE>
<CAPTION>
                                            TERM LOAN
     LENDER          REVOLVER COMMITMENT    COMMITMENT     TOTAL COMMITMENT
     ------          -------------------    ----------     ----------------
<S>                  <C>                    <C>            <C>
Foothill Capital         $44,634,000                         $44,634,000
Corporation

Foothill Income          $16,366,000                         $16,366,000
Trust II, L.P.



All Lenders              $61,000,000           $0            $61,000,000
</TABLE>
<PAGE>
                                  SCHEDULE C-2
                                  LENDING LIMIT

<TABLE>
<CAPTION>
               LENDER                                 LENDING LIMIT
               ------                                 -------------
<S>                                                   <C>
Foothill Capital Corporation                           $36,585,000
Foothill Income Trust II, L.P.                         $13,415,000
Combined Limit of Foothill Capital                     $50,000,000
Corporation and Foothill Income Trust II, L.P.
</TABLE>