Amended and Restated Security Agreement Waiver



 Exhibit 10.5 
  
 LAURUS MASTER FUND, LTD. 
 c/o Laurus Capital Management, LLC 
 825 Third Avenue, 14th Floor 
 New York, New York 10022

  

					
	 	  	December 30, 2005	  	 

  
 AirNet Communications Corporation

 3950 Dow Road 
 Melbourne, FL 32934 
 Attn: Stuart Dawley, Vice President and General Counsel 
  

	 	Re:	Amended and Restated Security Agreement Waiver (this “Waiver”) 

  
 Dear Stuart: 
  
 Reference is made to the Security Agreement (as amended, restated, modified or supplemented from time to time, the “Security Agreement”) dated
as of November 8, 2005 and amended and restated as of December 30, 2005 between Laurus Master Fund, Ltd., a Cayman Islands corporation (“Laurus”), and AirNet Communications Corporation, a Delaware corporation (the
“Company”). All capitalized terms used in this letter and not otherwise defined herein shall have the meanings set forth in the Security Agreement. 
  
 Laurus is hereby notifying you of its decision to exercise the discretion granted to it pursuant to Section 2(a)(ii) of the Security Agreement to
make a Loan to the Company in excess of the Formula Amount in effect on the date hereof (the “Overadvance”). In connection with making the Overadvance, for a period beginning on the Closing Date and ending on June 30, 2006 (the
“Period”), Laurus hereby waives compliance with Section 3 of the Security Agreement, but solely as such provision relates to the immediate repayment requirement for Overadvances. Laurus further agrees that solely for such
Period (but not thereafter), (i) the Overadvance shall not trigger an Event of Default under Section 19(a) of the Security Agreement and (ii) notwithstanding anything to the contrary set forth in Section 5(b)(ii) of the Security
Agreement, the Overadvance rate of interest set forth in Section 5(b)(ii) of the Security Agreement (the “Overadvance Rate”) shall not be applicable during the Period; provided that, upon expiration of the Period,
notwithstanding the immediate repayment requirement of the Overadvance at such time as required pursuant to Section 3 of the Security Agreement, the Overadvance Rate shall again be applicable to the outstanding amount of such Overadvance and
such interest shall be payable monthly, in arrears, commencing on July 1, 2006 and continuing thereafter on the first business day of each consecutive calendar month. All other terms and provisions of the Security Agreement and the Ancillary
Agreements remain in full force and effect. 
  
 This Waiver may
not be amended or waived except by an instrument in writing signed by the Company and Laurus. This Waiver may be executed in any number of counterparts, each of 








 
which shall be an original and all of which, when taken together, shall constitute one waiver. Delivery of an executed signature page of this Waiver by
facsimile transmission shall be effective as delivery of a manually executed counterpart hereof or thereof, as the case may be. This Waiver shall be governed by, and construed in accordance with, the laws of the State of New York. This Waiver sets
forth the entire agreement between the parties hereto as to the matters set forth herein and supersede all prior communications, written or oral, with respect to the matters herein. 
  
 If the foregoing meets with your approval please signify your acceptance of the terms hereof by signing below. 

 

			
	 Sincerely,

	
	 LAURUS MASTER FUND, LTD.

		
	By:	 	  


	Name:	 	 
	Title:	 	 


  

			
	Agreed and accepted on the date hereof
	
	AIRNET COMMUNICATIONS CORPORATION
		
	By:	 	  


	Name:	 	Stuart P. Dawley
	Title:	 	Vice President & General Counsel

  

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