<PAGE>   1
                                                                  EXHIBIT 10.1.7
                       AMENDMENT NO. 7 TO CREDIT AGREEMENT

               This AMENDMENT No. 7 TO CREDIT AGREEMENT (this "Amendment"), is
made and entered into as of December 27, 1999, 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 amended by Amendment No. 1, dated as of December 31,
1996, Amendment No. 2, dated as of April 1, 1997, Amendment No. 3, dated as of
June 27, 1997, Amendment No. 4, dated as of October 6, 1998, Amendment No. 5,
dated as of February 12, 1999, and Amendment No. 6, dated as of July 26, 1999,
the "Agreement"), among the Obligors, the Agent and the Lenders.

                              W I T N E S S E T H:

               WHEREAS, pursuant to Amendment No. 6 to Credit Agreement and
Limited Waiver, dated as of July 26, 1999 (as amended, "Amendment No. 6"), among
the Obligors, the Agent and the Lenders, the Lenders agreed, on the terms and
subject to the conditions set forth therein, to waive certain Defaults under the
Agreement (the "July Covenant Defaults") for a limited period ending not later
than December 31, 1999 (the "Waiver Expiration Date") unless an amendment to the
Agreement pursuant to which the July Covenant Defaults shall be permanently
waived and the Loans, or any terms or covenants relating thereto, shall be
restructured (a "Restructuring Amendment") shall have become effective prior to
the Waiver Expiration Date;

               WHEREAS, pursuant to the Amendment and Limited Waiver, dated as
of September 22, 1999 (as amended, the "September Limited Waiver"), among the
Obligors, the Agent and the Lenders, the Lenders agreed, on the terms and
subject to the conditions set forth therein, to waive certain Defaults under the
Agreement (the "September Covenant Defaults" and, together with the July
Covenant Defaults, the "Covenant Defaults") for a limited period ending not
later than the Waiver Expiration Date unless the Restructuring Amendment shall
have become effective prior to the Waiver Expiration Date; and

               WHEREAS, pursuant to this Amendment, which is the Restructuring
Amendment referred to above, the Obligors, the Agent and the Lenders desire to
(i) permanently waive the Covenant Defaults and (ii) amend certain provisions of
the Agreement to, inter alia, extend the Commitment Termination Date with
respect to the Revolving Credit Loan, increase the interest rates applicable to
all Loans and modify the financial covenants contained in Annex F to 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:



<PAGE>   2

               1. Defined Terms. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings given thereto in the Agreement.

               2. Effectiveness of this Amendment. This Amendment shall become
effective and the Agreement shall be amended as provided herein on the first
date (the "Effective Date") on which each of the following conditions shall be
satisfied or waived:

                (a) Execution of Amendment. Each Obligor (other than CPI Sales
        Corp., a Barbados corporation ("CPI Sales Corp.")), the Agent, the
        Requisite Lenders and, for purposes of Section 3(c) of this Amendment,
        each Lender that has a Revolving Credit Commitment shall have executed a
        copy of this Amendment (whether the same or different copies) and shall
        have delivered the same to the Agent.

                (b) Reaffirmation. Each Guarantor (other than CPI Sales Corp.)
        shall have executed and delivered to the Agent a counterpart to the
        Reaffirmation of Guaranty in substantially the form attached hereto as
        Exhibit A (the "Reaffirmation of Guaranty"). Each Pledgor (as such term
        is defined in the Pledge Agreement) shall have executed and delivered to
        the Agent a counterpart to the Reaffirmation of Pledge Agreement in
        substantially the form attached hereto as Exhibit B (the "Reaffirmation
        of Pledge Agreement").

                (c) Opinion of Counsel. The Lenders shall have received from
        Irell & Manella LLP, special US counsel to certain of the Obligors, the
        Guarantors and the Pledgors, an opinion addressed to the Agent and each
        of the Lenders and dated the Effective Date covering the matters set
        forth in Exhibit C.

                (d) Governing Documents; Proceedings.

                        (i) The Lenders shall have received a certificate of the
                Secretary or an Assistant Secretary of each Obligor, Guarantor
                and Pledgor (in each case, other than CPI Sales Corp.), dated
                the Effective Date, certifying (A) that the Articles or
                Certificate of Incorporation (or similar organizational
                document) and Bylaws of such Obligor, Guarantor or Pledgor, as
                the case may be, previously delivered to the Lenders are true,
                correct and complete, have not been amended and remain in effect
                on the Effective Date, (B) that attached thereto is a true,
                complete and correct and complete copy of resolutions duly
                adopted by the Board of Directors of such Obligor, Guarantor or
                Pledgor, as the case may be, which resolutions remain in full
                force and effect without amendment or modification and which
                authorize the execution, delivery and performance by such
                Obligor, Guarantor or Pledgor, as the case may be, of the Loan
                Documents to which it is a party (as such Loan Documents are
                amended, modified and supplemented by this Amendment, the
                Reaffirmation of Guaranty and the Reaffirmation of Pledge
                Agreement) and the consummation of the transactions contemplated
                hereby and thereby, (C) that no proceedings have been commenced
                for the dissolution or liquidation of such Obligor, Guarantor or
                Pledgor, as the case may be, and (D) the incumbency, signature
                and authority of the officer of such Obligor, Guarantor or
                Pledgor, as the case may be, who will execute and deliver this
                Amendment, the Reaffirmation of Guaranty and/or the
                Reaffirmation of Pledge Agreement.



                                      -2-
<PAGE>   3

                        (ii) The Lenders shall have received a certificate,
                dated the Effective Date, of an officer of each Obligor,
                Guarantor and Pledgor (in each case, other than CPI Sales Corp.)
                certifying that the representations and warranties of such
                Person contained in the Loan Documents to which such Person is a
                party (as such Loan Documents are amended, modified and
                supplemented by this Amendment, the Reaffirmation of Guaranty
                and the Reaffirmation of Pledge Agreement) are true and correct
                in all material respects as of the Effective Date with the same
                effect as though such representations and warranties had been
                made on and as of the Effective Date (except for such
                representations and warranties made as of a specified date,
                which shall be true and correct in all material respects as of
                such specified date).

                (e) No Litigation. The Requisite Lenders and each Lender that
        has a Revolving Credit Commitment shall be satisfied that, on the
        Effective Date, no judgment, order, injunction or other restraint shall
        have been issued or filed which restrains, and no hearing seeking
        injunctive relief or other restraint is pending or has been noticed
        which seeks to restrain, the Obligors, the Guarantors and the Pledgors
        from consummating the transactions described in, or from performing any
        of their respective obligations under, the Loan Documents (as such Loan
        Documents are amended, modified and supplemented by this Amendment, the
        Reaffirmation of Guaranty and the Reaffirmation of Pledge Agreement).

                (f) No Default; Representations and Warranties. The Requisite
        Lenders and each Lender that has a Revolving Credit Commitment shall be
        satisfied that, on the Effective Date and after giving effect to this
        Amendment, the Reaffirmation of Guaranty and the Reaffirmation of Pledge
        Agreement, (i) there shall exist no Default or Event of Default and (ii)
        the representations and warranties of each Obligor, each Guarantor and
        each Pledgor contained in the Loan Documents to which such Person is a
        party are true and correct in all material respects as of the Effective
        Date with the same effect as though such representations and warranties
        had been made on and as of the Effective Date (except for such
        representations and warranties made as of a specified date, which shall
        be true and correct in all material respects as of such specified date).

                (g) Consent Fee. For consenting to the amendments contained in
        this Amendment, the Lenders that execute this Amendment shall have
        received on the Effective Date the following fees:

                        (i) each Lender that executes this Amendment shall have
                received a fee in immediately available funds equal to the
                product of (A) 0.375% and (B) the aggregate amount of such
                Lender's Commitments; provided that the amount of the fee
                payable to each such Lender hereunder shall be reduced by the
                amount of the fee heretofore received by such Lender pursuant to
                Section 2(b) of Amendment No. 6; and

                        (ii) each Lender that has a Revolving Credit Commitment
                shall have received a fee (in addition to the fee payable
                pursuant to the immediately



                                      -3-
<PAGE>   4

                preceding clause (i)) in immediately available funds equal to
                the product of (A) 0.125% and (B) the amount of such Lender's
                Revolving Credit Commitment.

                (h) Other Payments. The Agent and each Lender shall have
        received all other amounts, if any, amounts owing from the Obligors to
        such Person through and including the Effective Date.

                3. Amendments. As of the Effective Date:

                (a) The defined term "Applicable Base Rate Margin" set forth in
        Annex A to the Agreement shall be amended and restated in its entirety
        as follows:

                "Applicable Base Rate Margin" shall mean a rate per annum
                determined as follows: (a) in the case of the Revolving Credit
                Loan and the Term Loan A, from December 27, 1999 until the date
                that a Margin Determination Certificate is thereafter delivered
                pursuant to SECTION 1.8(c), the Applicable Base Rate Margin
                shall be 1.50% per annum, and on and after the date that such
                Margin Determination Certificate is delivered, as of any date of
                determination, the Applicable Base Rate Margin shall be (i) the
                rate per annum set forth in the table below opposite Borrower's
                Interest Coverage Ratio for the immediately preceding four
                fiscal quarters as set forth in the applicable Margin
                Determination Certificate:

                                                 Applicable Base Rate Margin

<TABLE>
<CAPTION>
                                                          Revolving
                                                         Credit Loan
                Interest Coverage Ratio                  Term Loan A
                -----------------------                  -----------
<S>                                                      <C>
                Less than 2.00:1                             1.50%

                Greater than or equal to
                2.00:1 but less than 2.75:1                  1.25%

                Greater than or equal to
                2.75:1 but less than 3.50:1                  1.00%

                Greater than or equal to 3.50:1              0.75%
</TABLE>

                or (ii) in the event that a Margin Determination
                Certificate is not delivered at the time required pursuant
                to SECTION 1.8(c), the Applicable Base Rate Margin shall be
                1.50% per annum and (b) in the case of Term Loan B, 2.00%
                per annum; provided, however, in the case of Swingline
                Loans, the "Applicable Base Rate Margin" shall be 0.50%
                less than the rate determined pursuant to clause (a)
                above."

                (b) The defined term "Applicable Eurodollar Rate Margin" set
        forth in Annex A to the Agreement shall be amended and restated in its
        entirety as follows:



                                      -4-
<PAGE>   5

                "Applicable Eurodollar Rate Margin" shall mean a rate per annum
                determined as follows: (a) in the case of the Revolving Credit
                Loan and the Term Loan A, from December 27, 1999 until the date
                that a Margin Determination Certificate is thereafter delivered
                pursuant to SECTION 1.8(c), the Applicable Eurodollar Rate
                Margin shall be 3.00% per annum, and on and after the date that
                such Margin Determination Certificate is delivered, as of any
                date of determination, the Applicable Eurodollar Rate Margin
                shall be (i) the rate per annum set forth in the table below
                opposite Borrower's Interest Coverage Ratio for the immediately
                preceding four fiscal quarters as set forth in the applicable
                Margin Determination Certificate:

                                              Applicable Eurodollar Rate Margin
                                              ---------------------------------

<TABLE>
<CAPTION>
                                                            Revolving
                                                           Credit Loan
                Interest Coverage Ratio                    Term Loan A
                -----------------------                    -----------
<S>                                                        <C>
                Less than 2.00:1                              3.00%

                Greater than or equal to
                2.00:1 but less than 2.75:1                   2.75%

                Greater than or equal to
                2.75:1 but less than 3.50:1                   2.50%

                Greater than or equal to 3.50:1               2.25%
</TABLE>

                or (ii) in the event that a Margin Determination
                Certificate is not delivered at the time required pursuant
                to SECTION 1.8(c), the Applicable Eurodollar Rate Margin
                shall be 3.00% per annum and (b) in the case of Term Loan
                B, 3.50% per annum."

                (c) The reference to "August 11, 2000" contained in clause (a)
        of the defined term "Commitment Termination Date" set forth in Annex A
        to the Agreement shall be amended to read "January 2, 2001".

                (d) Paragraph 1 of Annex D to the Credit Agreement shall be
        amended (i) by inserting a "," in place of the word "and" which appears
        immediately preceding clause (vi) thereof and (ii) by inserting a new
        clause (vii) immediately following the end of such clause (vi) as
        follows:

                "and (vii) a certification of the Chief Financial Officer of
                Borrower that Borrower is or is not, as the case may be, in
                compliance with the financial covenant set forth in paragraph 4
                of Annex F to the Agreement and showing in reasonable detail the
                calculations used in determining such compliance or
                non-compliance".

                (e) Paragraph 2 of Annex D to the Credit Agreement shall be
        amended by deleting clause (i) thereof in its entirety and substituting
        the following therefor:



                                      -5-
<PAGE>   6

                "(i) a copy of the internally prepared Consolidated income
                statement, statement of cash flows and balance sheet, each of
                which will provide comparisons to the forecasts and projections
                delivered to the Agent and the Lenders by the Borrower on
                December 8, 1999 for that monthly period and the year to date
                period, and to actual results for the corresponding monthly
                period and the year to date period during the prior year, and
                copies of its internally prepared financial statements of each
                division of the Borrower, all in a format consistent with the
                forecasts and projections delivered to the Agent and the Lenders
                by the Borrower on July 12, 1999;"

                (f) Paragraphs 1, 2 and 3 contained in Annex F to the Agreement
        shall be amended and restated as set forth in Annex I hereto.

                (g) Paragraph 4 contained in Annex F to the Agreement shall be
        renumbered as paragraph 5 and a new paragraph 4, as set forth in Annex
        II hereto, shall be inserted into such Annex F immediately following
        paragraph 3 thereof.

                (h) Annex F to the Agreement shall be amended by adding the
        following defined term immediately following the defined term "Leverage
        Ratio":

                "Monthly Test Period" shall mean, as of the end of any Fiscal
                Month, the immediately preceding twelve (12) Fiscal Months,
                including the Fiscal Month then ending, taken as one period."

               4. Additional Agreements. Without limiting any of the
restrictions otherwise contained in the Agreement, from and after the date
hereof and until the Termination Date, no Obligor shall:

                (i) directly or indirectly, by operation of law or otherwise,
        enter into a merger, acquisition or joint venture for the purposes
        described in clause (c) of Section 6.1 of the Agreement;

                (ii) enter into any transactions described in clauses (c), (f)
        or (j) of the defined term "Permitted Affiliate Transactions" set forth
        in Annex A to the Agreement other than:

                        (x) a loan from Borrower to Mr. Bart Petrini, Chief
                Executive Officer of Borrower, in the amount of $80,000 for the
                purpose of enabling Mr. Petrini to acquire Stock in Parent under
                the 1995 Management Equity Plan (or any successor thereto or
                replacement thereof) (the "Petrini Loan") pursuant to clause (f)
                of such defined term; and

                        (y) payments of annual fees and reasonable and customary
                fees for financial advisory and investment banking services
                provided to Borrower and its Subsidiaries in accordance with the
                provisions of the Management Services Agreement pursuant to
                clause (j) of such defined term, provided that, although such
                fees may be accrued, they shall be payable in any Fiscal Quarter
                only if, at the time of the payment of any such fees,
                Consolidated EBITDA exceeds $34,000,000 for the two immediately
                preceding Test Periods and then only in an aggregate amount



                                      -6-
<PAGE>   7

                not to exceed in such Fiscal Quarter the amount by which
                Consolidated EBITDA for the immediately preceding Test Period
                exceeds $34,000,000;

                (iii) create, incur, assume or permit to exist any Indebtedness
        described in clauses (i) or (o) of the defined term "Permitted
        Indebtedness" set forth in Annex A to the Agreement other than:

                        (x) any such Indebtedness existing on or before June 30,
                1999; and

                        (y) any such Indebtedness described in clause (i) of the
                defined term "Permitted Indebtedness" arising from the
                obligation of Parent to repurchase (other than as a result of
                any act or omission of any Obligor) any Stock, Stock options or
                Stock equivalents from any employee or officer of any Obligor
                pursuant to the terms of the 1995 Management Equity Plan (or any
                successor thereto or replacement thereof) in connection with a
                "put" of any such Stock, Stock options or Stock equivalents to
                the relevant Obligor thereunder, provided that no repurchases in
                connection with any such "put" shall be made except in
                accordance with Section 4(v)(w) below.

                (iv) make any investment in, or make or accrue loans or advances
        of money or extend credit to, any Person, through the direct or indirect
        holding of securities or otherwise, or purchase or acquire any stock,
        obligations or securities of, or make any capital contribution to, any
        Person for the purposes described in clauses (e) or (g) of the defined
        term "Permitted Investments" set forth in Annex A to the Agreement
        (other than the Petrini Loan pursuant to clause (e) of such defined
        term); or

                (v) make any investments, incur any Indebtedness or otherwise
        make any payments for the purposes described in clause (b) of Section
        6.14 of the Agreement other than:

                        (w) repurchases of Stock, Stock equivalents, or Stock
                options from employees or officers of any Obligor pursuant to
                sub-clause (ii) of such clause (b), provided that such
                repurchases shall be permitted in any Fiscal Quarter only if, at
                the time of any such repurchases, Consolidated EBITDA exceeds
                $34,000,000 for the two immediately preceding Test Periods and
                the aggregate amount of such repurchases in such Fiscal Quarter
                does not exceed the amount by which Consolidated EBITDA for the
                immediately preceding Test Period exceeds $34,000,000;

                        (x) the Petrini Loan pursuant to sub-clause (iii)(A) of
                such clause (b);

                        (y) the payments described in sub-clauses (iii)(B) and
                (iii)(D) of such clause (b); and

                        (z) the payment pursuant to sub-clause (iii)(C) of such
                clause (b) of fees in accordance with the provisions of the
                Management Services Agreement, provided that, although such fees
                may be accrued, they shall be payable in any Fiscal Quarter only
                if, at the time of the payment of any such fees, Consolidated
                EBITDA exceeds



                                      -7-
<PAGE>   8

                $34,000,000 for the two immediately preceding Test Periods and
                then only in an aggregate amount not to exceed in such Fiscal
                Quarter the amount by which Consolidated EBITDA for the
                immediately preceding Test Period exceeds $34,000,000;

provided, that (I) nothing in this Section 4 shall limit or restrict the ability
of Parent to make payments to reimburse the reasonable expenses of LGP in
accordance with the provisions of the Management Services Agreement to the
extent otherwise permitted under the terms of the Agreement and (II) in the
event that the certification required pursuant to clause (ii) of paragraph 3 of
Annex D to the Agreement for any Fiscal Quarter is not delivered at the time
required, Consolidated EBITDA for the Test Period determined as of the last day
of the applicable Fiscal Quarter shall be deemed to be less than $34,000,000.

               5. CPI Sales Corp. The Borrower represents to the Agent and to
each of the Lenders that, on and as of the Effective Date, CPI Sales Corp. does
not own or hold any material assets or conduct any material business. No later
than 30 days after the Effective Date, the Borrower shall cause CPI Sales Corp.
to duly authorize, execute and deliver to the Agent a counterpart of this
Amendment and the Reaffirmation of Guaranty, together with certificates
certifying as to the matters set forth in Section 2(d) of this Agreement. Until
such time as CPI Sales Corp. shall have delivered to the Agent the executed
counterparts and certificates in accordance with the immediately preceding
sentence, the Borrower covenants and agrees that it shall not permit CPI Sales
Corp. to own or hold any material assets or conduct any material business.

               6. Covenant Default Waiver. As of the Effective Date, the Lenders
permanently waive each of the Covenant Defaults to the extent and as
specifically set forth in Amendment No. 6 and in the September Limited Waiver,
as the case may be, and agree that the provisions in Amendment No. 6 and in the
September Limited Waiver for the expiration of the waivers of the Covenant
Defaults shall have no further force and effect.

               7. 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, the Reaffirmation of Guaranty
and the Reaffirmation of Pledge Agreement.

               8. Miscellaneous.

               (a) The waiver given in Section 5 hereof is made once only with
respect to the specific provisions of the Agreement set forth above and is made
only to the extent and for the limited purpose and period described herein. Such
waiver is not to be construed as a waiver for any purpose other than as
specifically set forth in this Amendment and shall not constitute an agreement
or obligation of the Agent or any Lender to grant any other or any future
waiver. No waiver of the Covenant Defaults hereunder shall suspend, waive or
effect any other Default or Event of Default under the Agreement.



                                      -8-
<PAGE>   9

               (b) Except as expressly modified by this Amendment, the Agreement
and Schedules and Annexes thereto shall continue to be and remain in full force
and effect in accordance with their terms. Any future reference to the Agreement
and Schedules and Annexes thereto shall, from and after the Effective Date, be
deemed to be a reference to the Agreement and Schedules and Annexes thereto as
amended by this Amendment.

               (c) 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.

               (d) THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICTS
OF LAW RULES.

               (e) This Amendment may be executed by facsimile signature and
each such signature shall be treated in all respects as having the same effect
as an original signature.

               (f) Each Obligor hereby ratifies, affirms, acknowledges and
agrees that the Agreement (as modified herein) and each of the other Loan
Documents to which it is a party constitute its valid, binding and enforceable
obligations, and each such Obligor further acknowledges that there are no
existing claims, counterclaims, defenses or rights of setoff whatsoever with
respect to the Agreement (as modified herein) or any of the other Loan
Documents.

               (g) Each Obligor fully, finally, and absolutely and forever
releases and discharges the Agent and each Lender and their present and former
directors, shareholders, officers, employees, agents, representatives,
successors and assigns, and their separate and respective heirs, personal
representatives, successors and assigns, from any and all actions, causes of
action, claims, debts, damages, demands, liabilities, obligations, and suits, of
whatever kind or nature, in law or equity of such Obligor, whether now known or
unknown to such Obligor, and whether contingent or matured, (i) in respect of
the Loans, the Loan Documents, or the actions or omissions of the Agent and the
Lenders in respect of the Loans or the Loan Documents and (ii) arising from
events occurring prior to the date of this Amendment.

                          *          *         *


                                      -9-
<PAGE>   10

               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
                                           -------------------------------------
                                             Name  Lynn E. Harvey
                                             Title:   Chief Financial Officer,
                                                      Treasurer and Secretary


                                         COMMUNICATIONS & POWER
                                         INDUSTRIES HOLDING CORPORATION



                                         By /s/ Lynn E. Harvey
                                           -------------------------------------
                                             Name  Lynn E. Harvey
                                             Title:   Chief Financial Officer,
                                                      Treasurer and Secretary


                                         CPI SUBSIDIARY HOLDINGS INC.



                                         By  /s/ Lynn E. Harvey
                                           -------------------------------------
                                             Name:  Lynn E. Harvey
                                             Title:   Secretary


<PAGE>   11

                                         COMMUNICATIONS & POWER
                                         INDUSTRIES INTERNATIONAL INC.



                                         By     /s/ Lynn E. Harvey
                                           -------------------------------------
                                             Name:  Lynn E. Harvey
                                             Title:   Secretary


                                         COMMUNICATIONS & POWER
                                         INDUSTRIES ASIA INC.



                                         By     /s/ Lynn E. Harvey
                                           -------------------------------------
                                             Name:  Lynn E. Harvey
                                             Title:   Treasurer


                                         COMMUNICATIONS & POWER
                                         INDUSTRIES ITALIA S.R.L.



                                         By     /s/ Lynn E. Harvey
                                           -------------------------------------
                                             Name:  Lynn E. Harvey
                                             Title:   (Per Power of Attorney)


                                         COMMUNICATIONS & POWER
                                         INDUSTRIES EUROPE LIMITED



                                         By     /s/ Lynn E. Harvey
                                           -------------------------------------
                                             Name:  Lynn E. Harvey
                                             Title:   Secretary



<PAGE>   12

                                         COMMUNICATIONS & POWER
                                         INDUSTRIES CANADA INC.



                                         By     /s/ Lynn E. Harvey
                                           -------------------------------------
                                             Name:  Lynn E. Harvey
                                             Title:   Vice President


                                         COMMUNICATIONS & POWER
                                         INDUSTRIES AUSTRALIA
                                         PTY LIMITED



                                         By     /s/ Lynn E. Harvey
                                           -------------------------------------
                                             Name:  Lynn E. Harvey
                                             Title:   (Per Power of Attorney)


                                         CPI SALES CORP.



                                         By     /s/ Lynn E. Harvey
                                           -------------------------------------
                                             Name:  Lynn E. Harvey
                                             Title:   Secretary and Treasurer


                                         BANKERS TRUST COMPANY,
                                         as Lender and as Agent



                                         By     /s/ Mary Jo Jolly
                                           -------------------------------------
                                             Name:  Mary Jo Jolly
                                             Title:   Assistant Vice President



<PAGE>   13

                                         DRESDNER BANK AG,
                                         New York and Grand Cayman Branches



                                         By     /s/ John W. Sweeney
                                           -------------------------------------
                                             Name:  John W. Sweeney
                                             Title:    Vice President



                                         By     /s/ John R. Morrison
                                           -------------------------------------
                                             Name: John R. Morrison
                                             Title:    Vice President


                                         U.S. BANK NATIONAL ASSOCIATION
                                         (f/k/a FIRST BANK NATIONAL ASSOCIATION)



                                         By     /s/ Kurt D. Egertson
                                           -------------------------------------
                                             Name:  Kurt D. Egertson
                                             Title:    Vice President


                                         MERRILL LYNCH SENIOR FLOATING
                                         RATE FUND, INC.



                                         By     /s/ Joseph Moroney
                                           -------------------------------------
                                             Name:  Joseph Moroney
                                             Title:    Authorized Signatory


<PAGE>   14

                                         ROYALTON COMPANY

                                         By PACIFIC INVESTMENT MANAGEMENT
                                               COMPANY, as Investment Adviser



                                         By     /s/ Raymond Kennedy
                                           -------------------------------------
                                             Name:   Raymond Kennedy
                                             Title:     Senior Vice President


                                         SENIOR DEBT PORTFOLIO

                                         By BOSTON MANAGEMENT AND RESEARCH,
                                               as Investment Adviser



                                         By     /s/ Payson F. Swaffield
                                           -------------------------------------
                                             Name:   Payson F. Swaffield
                                             Title:     Vice President


                                         EATON VANCE SENIOR INCOME TRUST

                                         By EATON VANCE MANAGEMENT
                                               as Investment Adviser



                                         By     /s/ Payson F. Swaffield
                                           -------------------------------------
                                             Name:   Payson F. Swaffield
                                             Title:     Vice President


                                         UNION BANK OF CALIFORNIA, N.A.



                                         By     /s/ Richard Faulkner
                                           -------------------------------------
                                             Name:   Richard Faulkner
                                             Title:     Vice President


<PAGE>   15

                                                                         ANNEX I
                                                                              to
                                                                 AMENDMENT NO. 7

               1. Borrower will not permit Consolidated EBITDA for any Test
Period determined as of the last day of the applicable Fiscal Quarter set forth
below to be less than the amount set forth opposite such Fiscal Quarter:

<TABLE>
<CAPTION>
                                                        Consolidated
            Fiscal Quarter                                 EBITDA
            --------------                              ------------
<S>                                                     <C>
               Q1, 2000                                 $25,500,000
               Q2, 2000                                 $25,500,000
               Q3, 2000                                 $28,500,000
               Q4, 2000                                 $29,000,000

               Q1, 2001                                 $29,000,000
               Q2, 2001                                 $29,000,000
               Q3, 2001                                 $30,000,000
               Q4, 2001                                 $30,500,000

               Q1, 2002                                 $30,500,000
               Q2, 2002                                 $30,500,000
               Q3, 2002                                 $31,000,000
               Q4, 2002                                 $32,000,000
</TABLE>


               2. Borrower will not permit the Interest Coverage Ratio for any
Test Period determined as of the last day of the applicable Fiscal Quarter set
forth below to be less than the amount set forth opposite such Fiscal Quarter:

<TABLE>
<CAPTION>
               Fiscal Quarter                                Ratio
               --------------                                -----
<S>                                                         <C>
                   Q1, 2000                                 1.50:1.0
                   Q2, 2000                                 1.50:1.0
                   Q3, 2000                                 1.65:1.0
                   Q4, 2000                                 1.70:1.0

                   Q1, 2001                                 1.70:1.0
                   Q2, 2001                                 1.70:1.0
                   Q3, 2001                                 1.80:1.0
                   Q4, 2001                                 1.90:1.0

                   Q1, 2002                                 1.90:1.0
                   Q2, 2002                                 1.90:1.0
                   Q3, 2002                                 2.00:1.0
                   Q4, 2002                                 2.10:1.0
</TABLE>


<PAGE>   16

                                                                         ANNEX I
                                                                              to
                                                                 AMENDMENT NO. 7


               3. Borrower will not permit the Leverage Ratio for any Test
Period determined as of the last day of the applicable Fiscal Quarter set forth
below to be more than the amount set forth opposite such Fiscal Quarter:

<TABLE>
<CAPTION>
              Fiscal Quarter                               Ratio
              --------------                               -----
<S>                                                       <C>
                 Q1, 2000                                 6.20:1.0
                 Q2, 2000                                 6.20:1.0
                 Q3, 2000                                 5.50:1.0
                 Q4, 2000                                 5.25:1.0

                 Q1, 2001                                 5.25:1.0
                 Q2, 2001                                 5.25:1.0
                 Q3, 2001                                 5.00:1.0
                 Q4, 2001                                 4.75:1.0

                 Q1, 2002                                 4.75:1.0
                 Q2, 2002                                 4.75:1.0
                 Q3, 2002                                 4.50:1.0
                 Q4, 2002                                 4.20:1.0
</TABLE>



<PAGE>   17

                                                                        ANNEX II
                                                                              to
                                                                 AMENDMENT NO. 7


               4. Borrower will not permit Consolidated EBITDA for any Monthly
Test Period, determined as of the last day of the applicable Fiscal Month set
forth below to be less than the amount set forth opposite such Fiscal Month:

<TABLE>
<CAPTION>
                                                     Consolidated
            Fiscal Month                               EBITDA
            ------------                             ------------
<S>                                                  <C>
            December 1999                            $25,500,000
            January 2000                             $25,500,000
            February 2000                            $25,500,000
            March 2000                               $25,500,000
            April 2000                               $25,500,000
            May 2000                                 $25,500,000
            June 2000                                $28,500,000
            July 2000                                $28,500,000
            August 2000                              $28,500,000
            September 2000                           $29,000,000
            October 2000                             $29,000,000
            November 2000                            $29,000,000
            December 2000                            $29,000,000


            January 2001                             $29,000,000
            February 2001                            $29,000,000
            March 2001                               $29,000,000
            April 2001                               $29,000,000
            May 2001                                 $29,000,000
            June 2001                                $30,000,000
            July 2001                                $30,000,000
            August 2001                              $30,000,000
            September 2001                           $30,500,000
            October 2001                             $30,500,000
            November 2001                            $30,500,000
            December 2001                            $30,500,000
</TABLE>



<PAGE>   18

                                                                        ANNEX II
                                                                              to
                                                                 AMENDMENT NO. 7

<TABLE>
<S>                                                  <C>

            January 2002                             $30,500,000
            February 2002                            $30,500,000
            March 2002                               $30,500,000
            April 2002                               $30,500,000
            May 2002                                 $30,500,000
            June 2002                                $31,000,000
            July 2002                                $31,000,000
            August 2002                              $31,000,000
            September 2002                           $32,000,000
            October 2002                             $32,000,000
            November 2002                            $32,000,000
            December 2002                            $32,000,000
</TABLE>