<PAGE>   1

                                                                   EXHIBIT 10.15

                                                                   Loan No. 1440


                    HAZARDOUS MATERIALS INDEMNITY AGREEMENT
                                   (UNSECURED)


THIS HAZARDOUS MATERIALS INDEMNITY AGREEMENT (Unsecured) ("Indemnity") is given
December __, 2000 by COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION, a
Delaware corporation ("Indemnitor") to WELLS FARGO BANK, NATIONAL ASSOCIATION
("Lender"), on the basis of the following facts and understandings:

A.  Pursuant to the terms of a loan agreement ("Loan Agreement") between
    Indemnitor, as borrower, and Lender, of even date herewith, Lender is making
    a loan to Indemnitor in the principal amount of EIGHTEEN MILLION AND
    NO/100THS Dollars ($18,000,000.00) ("Loan"). The Loan is evidenced by a
    promissory note ("Note") executed by Indemnitor in favor of Lender, in the
    principal amount of the Loan, and is further evidenced by the documents
    described in the Loan Agreement as the "Loan Documents". The Note is secured
    by, among other things, a deed of trust ("Deed of Trust"), executed by
    Indemnitor, as trustor, to American Securities Company, as trustee, in favor
    of Lender, as beneficiary. The Deed of Trust encumbers the real property and
    any and all improvements thereon described on Exhibit A attached hereto and
    incorporated herein by this reference ("Property").

B.  Indemnitor has a direct financial interest in the Property and will benefit
    from Lender making the Loan.

C.  Lender is willing to make the Loan only on the condition, among others, that
    Indemnitor defend, indemnify and hold harmless Lender from and against any
    and all claims, loss, damage, cost, expense or liability arising out of the
    presence of Hazardous Materials (as defined in the Loan Agreement) on the
    Property, to the extent provided herein.

D.  Since the presence of Hazardous Materials on the Property may reduce the
    value of the Property to an extent that is unforeseeable and indeterminable
    and may, in fact, cause the value of the Property to be substantially less
    than the claims against Lender or the liabilities associated with ownership
    of such Property, Lender also is willing to make the Loan only on the
    condition that this Indemnity be and remain an unsecured personal obligation
    of Indemnitor to the extent provided herein.

E.  This Indemnity is not one of the "Loan Documents" as defined in the Loan
    Agreement.

NOW, THEREFORE, in consideration of Lender contemporaneously herewith making the
Loan, and for other good, valuable and adequate consideration, receipt of which
is hereby acknowledged, Indemnitor agrees as follows:

1.  INDEMNITY. INDEMNITOR HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS
    LENDER, ANY CORPORATION CONTROLLED BY LENDER, AND EACH OF THEIR RESPECTIVE
    DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (INCLUDING,
    WITHOUT LIMITATION, ANY PARTICIPANTS IN THE LOAN) FROM AND AGAINST ANY AND
    ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS
    AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES
    AND EXPENSES) (COLLECTIVELY, "DAMAGES") WHICH LENDER MAY INCUR AS A DIRECT
    OR INDIRECT CONSEQUENCE OF: THE USE, GENERATION, MANUFACTURE, STORAGE,
    TREATMENT, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, TRANSPORTATION
    OR PRESENCE OF ANY HAZARDOUS MATERIALS, WHICH ARE FOUND IN, ON, UNDER OR
    ABOUT THE PROPERTY, INCLUDING, WITHOUT LIMITATION EXCEPT AS OTHERWISE
    PROVIDED HEREIN: (i) THE COSTS, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY
    REPAIR, CLEANUP OR DETOXIFICATION OF THE PROPERTY WHICH IS REQUIRED BY ANY
    GOVERNMENTAL ENTITY; AND (ii) ANY THIRD PARTY TORT CLAIMS OR GOVERNMENTAL
    CLAIMS, FINES OR PENALTIES ARISING FROM THE USE, GENERATION, MANUFACTURE,
    STORAGE, TREATMENT, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL,
    TRANSPORTATION OR PRESENCE OF ANY HAZARDOUS MATERIALS, WHICH ARE FOUND IN,
    ON, UNDER OR ABOUT THE PROPERTY. THE INDEMNITY SHALL NOT APPLY TO ANY
    DAMAGES CAUSED BY OR CONTRIBUTED TO BY ANY INDEMNITEE, ANY CORPORATION
    CONTROLLED BY ANY INDEMNITEE, OR ANY OF THEIR RESPECTIVE DIRECTORS,
    OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, INCLUDING, WITHOUT
    LIMITATION, ANY DAMAGES ARISING FROM THE STATUS OF ANY SUCH ENTITY AS A
    RESPONSIBLE OR A POTENTIALLY RESPONSIBLE PARTY WITH RESPECT TO THE USE,
    GENERATION, MANUFACTURE,


                                     Page 1
<PAGE>   2

                                                                   Loan No. 1440

    STORAGE, TREATMENT, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL,
    TRANSPORTATION OR PRESENCE OF ANY HAZARDOUS MATERIALS, WHICH ARE FOUND IN,
    ON, UNDER OR ABOUT THE PROPERTY. THIS INDEMNITY SHALL NOT APPLY TO THE
    EXTENT THAT ANY HAZARDOUS MATERIALS HAVE BEEN INTRODUCED AT OR ABOUT THE
    PROPERTY AFTER ANY JUDICIAL OR NON-JUDICIAL FORECLOSURE UNDER THE DEED OF
    TRUST, OR TRANSFER OF THE PROPERTY IN LIEU THEREOF, EXCEPT TO THE EXTENT
    CONTRIBUTED TO BY INDEMNITOR OR ITS AFFILIATES, OR TO THE EXTENT THAT ANY
    PREEXISTING PRESENCE OF HAZARDOUS MATERIALS IS AGGRAVATED OR EXACERBATED
    AFTER ANY JUDICIAL OR NON-JUDICIAL FORECLOSURE UNDER THE DEED OF TRUST, OR
    TRANSFER OF THE PROPERTY IN LIEU THEREOF, EXCEPT TO THE EXTENT CONTRIBUTED
    TO BY INDEMNITOR OR ITS AFFILIATES.

2.  INTENTIONALLY OMITTED.

3.  TERM. The term of the indemnity provided for herein will commence on the
    date hereof and continue until such time as no legal action can be
    successfully brought against Lender due to applicable statutes of
    limitation. WITHOUT IN ANY WAY LIMITING THE ABOVE, IT IS EXPRESSLY
    UNDERSTOOD THAT INDEMNITOR'S DUTY TO INDEMNIFY LENDER SHALL SURVIVE: (a) ANY
    JUDICIAL OR NON-JUDICIAL FORECLOSURE UNDER THE DEED OF TRUST, OR TRANSFER OF
    THE PROPERTY IN LIEU THEREOF; (b) THE RELEASE AND RECONVEYANCE OR
    CANCELLATION OF THE DEED OF TRUST; AND (c) THE SATISFACTION OF ALL OF
    INDEMNITOR'S OBLIGATIONS UNDER THE LOAN DOCUMENTS.

4.  INDEPENDENT AND UNSECURED OBLIGATIONS. Indemnitor acknowledges that,
    notwithstanding any other provision of this Indemnity or any of the Loan
    Documents to the contrary (including, without limitation, any non-recourse
    provision under the Loan Documents) the obligations of Indemnitor under this
    Indemnity are personal obligations of Indemnitor which are not secured by
    the Deed of Trust or any other security instrument. In this regard, Lender's
    appraisal of the value of the Property is such that Lender is not willing to
    accept the consequences, under California's "One Form of Action" Rule (i.e.,
    Section 726 of the Code of Civil Procedure) and "Anti-Deficiency Rules"
    (i.e., Sections 580a, 580b and 580d of the Code of Civil Procedure) of
    inclusion of this Indemnity among the obligations secured by the Deed of
    Trust. Indemnitor acknowledges that Lender is unwilling to accept such
    consequences and that Lender would not make the Loan but for the personal
    unsecured liability undertaken by Indemnitor.

5.  SETTLEMENTS; CLAIMS; JUDGMENTS. Indemnitor shall not, without the prior
    written consent of Lender: (a) settle or compromise any action, suit,
    proceeding, or claim in which Lender is named as a party or consent to the
    entry of any judgment in such a matter that does not include as an
    unconditional term thereof the delivery by the claimant or plaintiff to
    Lender of a written release of Lender (in form, scope and substance
    reasonably satisfactory to Lender) from all liability in respect of such
    action, suit, or proceeding; or (b) settle or compromise any action, suit,
    proceeding, or claim in which Lender is named as a party in any manner that
    may materially and adversely affect Lender as reasonably determined by
    Lender.

6.  INTEREST. Indemnitor shall pay Lender, within five (5) days of demand,
    interest, at the rate applicable to the principal balance of the Note as
    specified therein on any sums Lender is obligated to pay and does pay in
    respect to the matters to which this Indemnity is given, within five (5)
    days of Lender's demand.

7.  RIGHTS NOT EXCLUSIVE. The rights of Lender under this Indemnity shall be in
    addition to any other rights and remedies of Lender against Indemnitor under
    any other document or instrument now or hereafter executed by Indemnitor, or
    at law or in equity (including, without limitation, any right of
    reimbursement or contribution pursuant to the Comprehensive Environmental
    Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 et
    seq., as heretofore or hereafter amended from time to time).

8.  RIGHTS OF LENDER. Indemnitor authorizes Lender, without giving notice to
    Indemnitor or obtaining Indemnitor's consent and without affecting the
    liability of Indemnitor, from time to time to: (a) to renew or extend all or
    any portion of Indemnitor's obligations under the Note or any of the other
    Loan Documents; (b) to make nonmaterial changes in the dates specified for
    payments of any item payable in periodic installments under the Note or any
    of the other Loan Documents; (c) take and hold security from others for the
    performance of Indemnitor's obligations


                                     Page 2
<PAGE>   3

                                                                   Loan No. 1440

    under the Note or the other Loan Documents and exchange, enforce, waive and
    release any such security; (d) apply such security and direct the order or
    manner of sale thereof as Lender in its discretion may determine; (e)
    release, substitute or add any one or more endorsers of the Note or
    guarantors of Indemnitor's obligations under the Note or the other Loan
    Documents; (f) apply payments received by Lender from Indemnitor to any
    obligations of Indemnitor to Lender, in such order as Lender shall determine
    in its sole discretion, whether or not any such obligations are covered by
    this Indemnity; and (g) sell, assign or grant participations, rights or
    benefits under this Indemnity solely to parties who are assigned shares or
    interests in the Loan; provided, however, that Lender may not assign this
    Indemnity to any entity that is responsible or potentially responsible with
    respect to Hazardous Materials at or about the Property.

9.  INDEMNITOR'S WAIVERS. Indemnitor waives: (a) any defense based upon any
    legal disability to enter into the Loan or other defense of Indemnitor; (b)
    any defense based on any lack of authority of the officers, directors,
    partners or agents acting or purporting to act on behalf of Indemnitor or
    any principal of Indemnitor, or any defect in the formation of Indemnitor or
    any principal of Indemnitor; (c) any defense based upon the application of
    the proceeds of the Loan by Indemnitor for purposes other than the purposes
    represented by Indemnitor to Lender or intended or understood by Lender or
    Indemnitor; (d) any and all rights and defenses arising out of an election
    of remedies by Lender, even though that election of remedies, such as a
    nonjudicial foreclosure with respect to security for a guaranteed
    obligation, has destroyed Indemnitor's rights of subrogation and
    reimbursement against the principal by the operation of Section 580d of the
    California Code of Civil Procedure or otherwise; (e) any defense based upon
    Lender's failure to disclose to Indemnitor any information concerning
    Indemnitor's financial condition or any other circumstances bearing on
    Indemnitor's ability to perform its obligations under the Note or any of the
    Loan Documents; (f) any defense based upon any statute or rule of law which
    provides that the obligation of a surety must be neither larger in amount
    nor in any other respects more burdensome than that of a principal; (g) any
    defense based upon Lender's election, in any proceeding instituted under the
    Federal Bankruptcy Code, of the application of Section 1111(b) (2) of the
    Federal Bankruptcy Code or any successor statute; (h) any defense based upon
    any borrowing or any grant of a security interest under Section 364 of the
    Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce
    any remedy which Lender may have against Indemnitor and any right to
    participate in, or benefit from, any security for the Note or the other Loan
    Documents now or hereafter held by Lender; and (j) presentment, demand,
    protest and notice of any kind.

10. LOAN SALES AND PARTICIPATIONS; DISCLOSURE OF INFORMATION. Subject to the
    limitations provided in Section 8(g) of this Indemnity, Indemnitor agrees
    that Lender may elect, at any time, to sell, assign or grant participations
    in all or any portion of its rights and obligations under the Loan Documents
    and this Indemnity, and that any such sale, assignment or participation may
    be to one or more financial institutions, private investors, and/or other
    entities, at Lender's sole discretion. No such sale, assignment or granting
    of participation shall in any way expand or increase Indemnitor's liability
    under this Indemnity. Indemnitor further agrees that Lender may disseminate
    to any such actual or potential purchaser(s), assignee(s) or participant(s)
    all documents and information (including, without limitation, all financial
    information) which has been or is hereafter provided to or known to Lender
    with respect to: (a) the Property and its operation; (b) any party connected
    with the Loan (including, without limitation, the Indemnitor, any partner of
    Indemnitor, any constituent partner of Indemnitor, any guarantor and any
    non-borrower trustor); and/or (c) any lending relationship other than the
    Loan which Lender may have with any party connected with the Loan. In the
    event of any such sale, assignment or participation, Lender and the parties
    to such transaction shall share in the rights and obligations of Lender as
    set forth in the Loan Documents only as and to the extent they agree among
    themselves. In connection with any such sale, assignment or participation,
    Indemnitor further agrees that this Indemnity shall be sufficient evidence
    of the obligations of Indemnitor to each purchaser, assignee, or
    participant, and upon written request by Lender, Indemnitor shall consent to
    such amendments or modifications to the Loan Documents as may be reasonably
    required in order to evidence any such sale, assignment or participation.

11. ATTORNEYS' FEES. If a dispute arises under this Indemnity, the prevailing
    party to such dispute shall be entitled to recover the amount of all
    attorneys' fees and expenses and all costs incurred in connection therewith,
    together with interest thereon from the date of demand therefor until paid
    at the rate of interest applicable to the principal balance of the Note as
    specified therein.

12. ENFORCEABILITY. Indemnitor hereby acknowledges that: (a) the obligations
    undertaken by Indemnitor in this Indemnity are complex in nature, and (b)
    numerous possible defenses to the enforceability of these obligations may


                                     Page 3
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                                                                   Loan No. 1440

    presently exist and/or may arise hereafter, and (c) as part of Lender's
    consideration for entering into this transaction, Lender has specifically
    bargained for the waiver and relinquishment by Indemnitor of all such
    defenses, and (d) Indemnitor has had the opportunity to seek and receive
    legal advice from skilled legal counsel in the area of financial
    transactions of the type contemplated herein. Given all of the above,
    Indemnitor does hereby represent and confirm to Lender that Indemnitor is
    fully informed regarding, and that Indemnitor does thoroughly understand:
    (i) the nature of all such possible defenses, and (ii) the circumstances
    under which such defenses may arise, and (iii) the benefits which such
    defenses might confer upon Indemnitor, and (iv) the legal consequences to
    Indemnitor of waiving such defenses. Indemnitor acknowledges that Indemnitor
    makes this Indemnity with the intent that this Indemnity and all of the
    informed waivers herein shall each and all be fully enforceable by Lender,
    and that Lender is induced to enter into this transaction in material
    reliance upon the presumed full enforceability thereof.

13. ENTIRE AGREEMENT. This Indemnity contains the entire understanding between
    the parties relating to the transactions contemplated hereby and all
    statements, oral or written, are merged herein. No modification, waiver,
    amendment, discharge or change of this Indemnity shall be valid unless the
    same is in writing and signed by the party against which the enforcement of
    such modification, waiver or amendment, discharge or change is or may be
    sought.

14. SUCCESSORS AND ASSIGNS. All terms of this Indemnity shall be binding upon
    and inure to the benefit of and be enforceable by the parties hereto and
    their respective legal representatives, successors and assigns.

15. GOVERNING LAW. This Indemnity shall be governed by, and construed in
    accordance with, the laws of the State of California, except to the extent
    preempted by federal laws.

16. MISCELLANEOUS. The liability of all persons and entities who are in any
    manner obligated hereunder to Lender as an Indemnitor shall be joint and
    several. If any provision of this Indemnity shall be determined by a court
    of competent jurisdiction to be invalid, illegal or unenforceable, that
    portion shall be deemed severed from this Indemnity and the remaining parts
    shall remain in full force as though the invalid, illegal or unenforceable
    portion had never been part of this Indemnity.

17. ARBITRATION.

    17.1  ARBITRATION. Upon the demand of any party, any dispute shall be
          resolved by binding arbitration (except as set forth in Paragraphs
          17.5 and 17.6 below) in accordance with the terms of this Agreement. A
          "Dispute" shall mean any action, dispute, claim or controversy of any
          kind, whether in contract or tort, statutory or common law, legal or
          equitable, now existing or hereafter arising under or in connection
          with, or in any way pertaining to, this Agreement and each other
          document, contract and instrument required hereby or now or hereafter
          delivered to Lender in connection herewith, or any past, present or
          future extensions of credit and other activities, transactions or
          obligations of any kind related directly or indirectly to any of the
          foregoing documents, including without limitation, any of the
          foregoing arising in connection with the exercise of any self-help,
          ancillary or other remedies pursuant to any of the foregoing
          documents. Any party may by summary proceedings bring an action in
          court to compel arbitration of a Dispute. Any party who fails or
          refuses to submit to arbitration following a lawful demand by any
          other party shall bear all costs and expenses incurred by such other
          party in compelling arbitration of any Dispute.

    17.2  GOVERNING RULES. Arbitration proceedings shall be administered by the
          American Arbitration Association ("AAA") or such other administrator
          as the parties shall mutually agree upon in accordance with the AAA
          Commercial Arbitration Rules. All Disputes submitted to arbitration
          shall be resolved in accordance with the Federal Arbitration Act
          (Title 9 of the United States Code), notwithstanding any conflicting
          choice of law provision in any of the foregoing documents. The
          arbitration shall be conducted at a location in California selected by
          the AAA or other administrator. If there is any inconsistency between
          the terms hereof and any such rules, the terms and procedures set
          forth herein shall control. All statutes of limitation applicable to
          any Dispute shall apply to any arbitration proceeding. All discovery
          activities shall be expressly limited to matters directly relevant to
          the Dispute being arbitrated. Judgment upon any award rendered in an
          arbitration may be entered in any court having jurisdiction; provided
          however, that nothing contained herein shall be deemed to be a waiver
          by any party that is a bank of the protections afforded to it under
          Section 91 of Title 12 of the United States Code or any similar
          applicable state law.


                                     Page 4
<PAGE>   5


                                                                   Loan No. 1440

    17.3  NO WAIVER; PROVISIONAL REMEDIES, SELF-HELP AND FORECLOSURE. No
          provision hereof shall limit the right of any party to exercise
          self-help remedies such as setoff, foreclosure against or sale of any
          real or personal property collateral or security, or to obtain
          provisional or ancillary remedies, including without limitation,
          injunctive relief, sequestration, attachment, garnishment or the
          appointment of a receiver from a court of competent jurisdiction
          before, after or during the pendency of any arbitration or other
          proceeding. The exercise of any such remedy shall not waive the right
          of any party to compel arbitration or reference hereunder.

    17.4  ARBITRATOR QUALIFICATIONS AND POWERS; AWARDS. Arbitrators must be
          active members of the California State Bar or retired judges of the
          state or federal judiciary of California, with expertise in the
          substantive law applicable to the subject matter of the Dispute.
          Arbitrators are empowered to resolve Disputes by summary rulings in
          response to motions filed prior to the final arbitration hearing.
          Arbitrators (i) shall resolve all Disputes in accordance with the
          substantive law of the State of California, (ii) may grant any remedy
          or relief that a court of the State of California could order or grant
          within the scope hereof and such ancillary relief as is necessary to
          make effective any award, and (iii) shall have the power to award
          recovery of all costs and fees, to impose sanctions and to take such
          other actions as they deem necessary to the same extent a judge could
          pursuant to the Federal Rules of Civil Procedure, the California Rules
          of Civil Procedure or other applicable law. Any Dispute in which the
          amount in controversy is $5,000,000 or less shall be decided by a
          single arbitrator who shall not render an award of greater than
          $5,000,000 (including damages, costs, fees and expenses). By
          submission to a single arbitrator, each party expressly waives any
          right or claim to recover more than $5,000,000. Any Dispute in which
          the amount in controversy exceeds $5,000,000 shall be decided by
          majority vote of a panel of three arbitrators; provided however, that
          all three arbitrators must actively participate in all hearings and
          deliberations.

    17.5  JUDICIAL REVIEW. Notwithstanding anything herein to the contrary, in
          any arbitration in which the amount in controversy exceeds
          $25,000,000, the arbitrators shall be required to make specific,
          written findings of fact and conclusions of law. In such arbitrations
          (i) the arbitrators shall not have the power to make any award which
          is not supported by substantial evidence or which is based on legal
          error, (ii) an award shall not be binding upon the parties unless the
          findings of fact are supported by substantial evidence and the
          conclusions of law are not erroneous under the substantive law of the
          State of California, and (iii) the parties shall have in addition to
          the grounds referred to in the Federal Arbitration Act for vacating,
          modifying or correcting an award the right to judicial review of (1)
          whether the findings of fact rendered by the arbitrators are supported
          by substantial evidence, and (2) whether the conclusions of law are
          erroneous under the substantive law of the State of California.
          Judgment confirming an award in such a proceeding may be entered only
          if a court determines the award is supported by substantial evidence
          and not based on legal error under the substantive law of the State of
          California.

    17.6  REAL PROPERTY COLLATERAL; JUDICIAL REFERENCE. Notwithstanding anything
          herein to the contrary, no Dispute shall be submitted to arbitration
          if the Dispute concerns indebtedness secured directly or indirectly,
          in whole or in part, by any real property unless (i) the holder of the
          mortgage, lien or security interest specifically elects in writing to
          proceed with the arbitration, or (ii) all parties to the arbitration
          waive any rights or benefits that might accrue to them by virtue of
          the single action rule statute of California, thereby agreeing that
          all indebtedness and obligations of the parties, and all mortgages,
          liens and security interests securing such indebtedness and
          obligations, shall remain fully valid and enforceable. If any such
          Dispute is not submitted to arbitration, the Dispute shall be referred
          to a referee in accordance with California Code of Civil Procedure
          Section 638 et seq., and this general reference agreement is intended
          to be specifically enforceable in accordance with said Section 638. A
          referee with the qualifications required herein for arbitrators shall
          be selected pursuant to the AAA's selection procedures. Judgment upon
          the decision rendered by a referee shall be entered in the court in
          which such proceeding was commenced in accordance with California Code
          of Civil Procedure Sections 644 and 645.

    17.7  MISCELLANEOUS. To the maximum extent practicable, the AAA, the
          arbitrators and the parties shall take all action required to conclude
          any arbitration proceeding within 180 days of the filing of the
          Dispute with the AAA. No arbitrator or other party to an arbitration
          proceeding may disclose the existence, content or results thereof,
          except for disclosures of information by a party required in the
          ordinary course of its business, by


                                     Page 5
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                                                                   Loan No. 1440

          applicable law or regulation, or to the extent necessary to exercise
          any judicial review rights set forth herein. If more than one
          agreement for arbitration by or between the parties potentially
          applies to a Dispute, the arbitration provision most directly related
          to the foregoing documents or the subject matter of the Dispute shall
          control. This Agreement may be amended or modified only in writing
          signed by Lender and Indemnitor. If any provision of this Agreement
          shall be held to be prohibited by or invalid under applicable law,
          such provision shall be ineffective only to the extent of such
          prohibition or invalidity, without invalidating the remainder of such
          provision or any remaining provisions of this Agreement. This
          arbitration provision shall survive termination, amendment or
          expiration of any of the foregoing documents or any relationship
          between the parties.

18. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS INDEMNITY HEREBY
    EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR
    CAUSE OF ACTION (a) ARISING UNDER THE LOAN DOCUMENTS, INCLUDING, WITHOUT
    LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (b) IN ANY WAY
    CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
    HERETO OR ANY OF THEM WITH RESPECT TO THE LOAN DOCUMENTS (AS NOW OR
    HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED
    OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR
    THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
    SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND
    CONSENTS THAT ANY PARTY TO THIS INDEMNITY MAY FILE AN ORIGINAL COUNTERPART
    OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
    OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

IN WITNESS WHEREOF, this Indemnity has been executed as of the date first set
forth above.



                                                       "LENDER"

                                       WELLS FARGO BANK,
                                       NATIONAL ASSOCIATION



                                       By:
                                           -------------------------------------
                                       Name:
                                             -----------------------------------
                                       Its:
                                            ------------------------------------


                                                      "INDEMNITOR"

                                       COMMUNICATIONS & POWER INDUSTRIES HOLDING
                                       CORPORATION, a Delaware corporation

                                       By:
                                           -------------------------------------
                                       Name:
                                             -----------------------------------
                                       Its:
                                            ------------------------------------


                                     Page 6
<PAGE>   7

                                                                       EXHIBIT A
                                                                   Loan No. 1440

                             DESCRIPTION OF PROPERTY


Exhibit A to Hazardous Materials Indemnity Agreement (Unsecured) executed by
COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION, "Indemnitor," to WELLS
FARGO BANK, NATIONAL ASSOCIATION, "Lender", dated as of December __, 2000.

The land referred to herein is situated in the County of San Mateo, State of
California, and is described as follows:

All that real property located in the City of San Carlos, County of San Mateo,
State of California, all of Parcel 1 as shown on the Parcel Map recorded in
Volume 20 of Parcel Maps at page 23 in the Records of said County, described in
metes as follows:

Beginning at Northerly corner of said Parcel; thence through the following
numbered courses:

1) South 37(degree) 56' 04" East 739.82 feet to a curve to the right with a
   radius of 447.00 feet

2) along said curve through a central angle of 33(degree) 54' 48" an arc
   distance of 264.58 feet

3) South 04(degree) 01' 16" East 182.93 feet to a curve to the left with a
   radius of 553.00 feet

4) along said curve through a central angle of 02(degree) 38' 43" an arc
   distance of 25.53 feet

5) South 46(degree) 51' 36" West 476.39 feet

6) North 42(degree) 08' 24" West 1153.65 feet

7) North 47(degree) 51' 36" East 752.91 feet to the point of beginning.

A.P. No.:      046-051-020                     JPN 046 005 051 02 A
               046-051-070                         046 005 051 07 A




                                     Page 7