WAIVER,
AMENDMENT NUMBER THREE TO CREDIT AGREEMENT AND AMENDMENT NUMBER TWO TO SECURITY
AGREEMENT




ThisWAIVER, AMENDMENT NUMBER THREE TO
CREDIT AGREEMENT AND AMENDMENT NUMBER TWO TO SECURITY AGREEMENT(this “Amendment”), dated as
of April 1, 2010, is entered into by and among POWERWAVE TECHNOLOGIES, INC.,
a Delaware corporation (“Borrower”), the
lenders identified on the signature pages hereof (such lenders, and the other
lenders party to the below defined Credit Agreement, together with their
respective successors and permitted assigns, are referred to hereinafter each
individually as a “Lender” and
collectively as the “Lenders”), and WELLS FARGO CAPITAL FINANCE,
LLC,a
Delaware limited liability company (formerly known as Wells Fargo Foothill,
LLC),as the
arranger and administrative agent for the Lender Group (“Agent”), and in light
of the following:




W I T N E S S E T
H




WHEREAS, Borrower, Lenders,
and Agent are parties to that certain Credit Agreement, dated as of April 3,
2009 (as amended, restated, supplemented, or otherwise modified from time to
time, the “Credit
Agreement”);




WHEREAS, Borrower and Agent
are parties to that certain Security Agreement, dated as of April 3, 2009 (as
amended, restated, supplemented, or otherwise modified from time to time, the
“Security
Agreement”);




WHEREAS, Borrower has informed
Agent that the following Event of Default has occurred and is continuing under
Section 8.2(a)
of the Credit Agreement (the “Designated Event of
Default”):  Borrower failed to deliver to Agent the weekly
Collateral reporting required by clauses (b) – (f) of Schedule 5.2 of the
Credit Agreement for the week commencing on March 22, 2010;




WHEREAS, Borrower has
requested that Agent and Lenders waive the Designated Event of
Default;




WHEREAS, Borrower has
requested that Agent and Lenders make certain amendments to the Credit Agreement
and the Security Agreement; and




WHEREAS, upon the terms and
conditions set forth herein, the parties hereby agree to amend the Credit
Agreement and Security Agreement as follows.




NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:




1.  Defined
Terms.  Capitalized terms used herein without definition shall
have the meanings ascribed thereto in the Credit Agreement, as amended
hereby.




2.  Amendments to Credit
Agreement.




(a)  Schedule 1.1 to the
Credit Agreement is hereby amended by amending and restating the following
defined terms in alphabetical order therein:




“Convertible Notes
Redemption” means the optional redemption of the 1.875% Convertible
Notes, the 3.875% Convertible Notes or the 1.875% Convertible Senior
Subordinated Notes by Borrower so long as: (a) such redemption is permitted by
applicable law and the 1.875% Convertible Notes Indenture, the 3.875%
Convertible Notes Indenture or the 1.875% Convertible Senior Subordinated Notes
Indenture (as applicable), (b) no Default or Event of Default shall have
occurred and be continuing or would result therefrom, and (c)(i) if the
outstanding amount of Advances does not exceed $500,000 immediately after giving
effect thereto, Availability and Qualified Cash both before and after giving
effect thereto is greater than $15,000,000, and (ii) if the outstanding amount
of Advances exceeds $500,000 immediately after giving effect thereto,
Availability both before and after giving effect thereto is greater than
$15,000,000.




“Permitted Intercompany
Advances” means loans made by Borrower to any of its Subsidiaries in the
ordinary course of business for purposes of funding such Subsidiaries’ operating
expenses so long as (i) no Event of Default has occurred and is continuing or
would result therefrom, and (ii) (A) if the outstanding amount of Advances does
not exceed $500,000 immediately after giving effect to such loan, Borrower has
Availability plus Qualified Cash of $15,000,000 or greater immediately after
giving effect to any such loan, and (B) if the outstanding amount of Advances
exceeds $500,000 immediately after giving effect to any such loan, Borrower has
Availability of $15,000,000 or greater immediately after giving effect to such
loan.




(b)  Section 6.9(c) of
Credit Agreement is hereby amended by amending and restating such section to
read as follows:




(c)           Borrower
may pay cash dividends on its Permitted Preferred Stock so long as (i) no Event
of Default has occurred and is continuing or would result therefrom, and (ii)(A)
if the outstanding amount of Advances does not exceed $500,000 after giving
effect thereto, Availability and Qualified Cash both before and after giving
effect thereto is greater than $15,000,000 and (B) if the outstanding amount of
Advances exceeds $500,000 after giving effect thereto, Availability both before
and after giving effect thereto is greater than $15,000,000.”




(c)  Schedule 5.2 to the
Credit Agreement is hereby amended by (i) deleting such schedule in its entirety
and (b) inserting the Schedule 5.2 attached
hereto as Exhibit A in lieu thereof.




3.  Amendment to Security
Agreement.  The definition of “Triggering Event”
appearing in Section
1.1(eee) of the Security Agreement is hereby amended by amending and
restating such definition as follows:




““Triggering Event”
means, as of any date of determination, that (a) an Event of Default has
occurred, or (b)(i) if the outstanding amount of Advances does not exceed
$500,000, Availability plus Qualified Cash is less than $15,000,000, and (ii) if
the outstanding amount of Advances exceeds $500,000, Availability is less than
$15,000,000.”




4.  Waiver.  The
provisions of the Credit Agreement and the other Loan Documents to the contrary
notwithstanding, and subject to the satisfaction of the conditions precedent set
forth in Section
6 hereof, Agent and the undersigned Lenders hereby waive the Designated
Event of Default; provided, however, nothing
herein, nor any communications among Borrower, Agent, or any Lender, shall be
deemed a waiver with respect to any Events of Default, other than the Designated
Events of Default, or any future failure of Borrower to comply fully with any
provision of the Credit Agreement or any provision of any other Loan Document,
and in no event shall this waiver be deemed to be a waiver of enforcement of any
of Agent’s or Lenders’ rights or remedies under the Credit Agreement and the
other Loan Documents, at law (including under the Code), in equity, or otherwise
including, without limitation, the right to declare all Obligations immediately
due and payable pursuant to Section 9.1 of the
Credit Agreement, with respect to any other Defaults or Events of Default now
existing or hereafter arising.  Except as expressly provided herein,
Agent and each Lender hereby reserves and preserves all of its rights and
remedies against Borrower under the Credit Agreement and the other Loan
Documents, at law (including under the Code), in equity, or otherwise including,
without limitation, the right to declare all Obligations immediately due and
payable pursuant to Section 9.1 of the
Credit Agreement.




5.  Conditions Precedent to the
Effectiveness of this Amendment.  The effectiveness of this
Amendment is subject to the fulfillment, to the reasonable satisfaction of Agent
(or a written waiver by Agent) of each of the following conditions:




(a)  Agent
shall have received this Amendment, duly executed by the parties hereto, and the
same shall be in full force and effect;




(b)  After
giving effect to this Amendment, the representations and warranties herein and
in the Credit Agreement and the other Loan Documents shall be true, correct, and
complete in all material respects on and as of the date hereof, as though made
on such date (except to the extent that such representations and warranties
relate solely to an earlier date);




(c)  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
Borrower or any member of the Lender Group; and




(d)  After
giving effect to this Amendment, no Default or Event of Default shall have
occurred and be continuing or shall result from the consummation of the
transactions contemplated herein.




6.  Representations and
Warranties.  Borrower hereby represents and warrants to the
Lender Group as follows:




(a)  The
execution, delivery, and performance by it of this Amendment and the other Loan
Documents to which it is a party (i) have been duly authorized by all necessary
action, (ii) do not and will not (A) violate any material provision of any
federal, state, or local law or regulation applicable to it or its Subsidiaries,
the Governing Documents of it or its Subsidiaries, or any order, judgment, or
decree of any court or other Governmental Authority binding on it or its
Subsidiaries, (B) conflict with, result in a breach of, or constitute (with
due notice or lapse of time or both) a default under any Material Contract
(other than the Convertible Notes Documents and the agreements, documents and
instruments executed in connection with a Permitted Convertible Notes
Refinancing (the “Permitted Convertible Notes
Refinancing Documents”)) of it or its Subsidiaries except to the extent
that any such conflict, breach or default could not individually or in the
aggregate reasonably be expected to have a Material Adverse Change,
(C) conflict with, result in a breach of, or constitute (with due notice or
lapse of time or both) a default under any Convertible Notes Documents or any
Permitted Convertible Notes Refinancing Documents, (D) result in or require the
creation or imposition of any Lien of any nature whatsoever upon any assets of
any Loan Party, other than Permitted Liens, (E) require any approval of any Loan
Party’s interestholders or any approval or consent of any Person under any
Material Contract (other than the Convertible Notes Documents and the Permitted
Convertible Notes Refinancing Documents) of any Loan Party, other than consents
or approvals that have been obtained and that are still in force and effect and,
in the case of Material Contracts, for consents or approvals, the failure to
obtain could not individually or in the aggregate reasonably be expected to
cause a Material Adverse Change or (F) require any approval of any Person under
any Convertible Notes Documents or any Permitted Convertible Notes Refinancing
Documents, other than consents or approvals that have been obtained and that are
still in force and effect.




(b)  The
execution, delivery, and performance by it of this Amendment do not and will not
require any registration with, consent, or approval of, or notice to, or other
action with or by, any Governmental Authority, other than (i) consents or
approvals that have been obtained and that are still in force and effect, (ii)
filings and recordings with respect to the Collateral to be made, or otherwise
delivered to the Agent for filing or recordation, and (iii) filings to be made
with the Securities and Exchange Commission in connection with Borrower’s
reporting obligations pursuant to the Securities Exchange Act of 1934, as
amended.




(c)  This
Amendment, and each other Loan Document to which it is or will be a party, when
duly executed and delivered by it, will be the legally valid and binding
obligation of Borrower, enforceable against Borrower in accordance with its
respective terms, except as enforcement may be limited by equitable principles
or by bankruptcy, insolvency, reorganization, moratorium, or similar laws
relating to or limiting creditors’ rights generally.




(d)  No
injunction, writ, restraining order, or other order of any nature prohibiting,
directly or indirectly, the consummation of the transactions contemplated herein
has been issued and remains in force by any Governmental Authority against
Borrower.




(e)  No
Default or Event of Default has occurred and is continuing as of the date of the
effectiveness of this Amendment.




(f)  The
representations and warranties set forth in this Amendment, the Credit
Agreement, as amended by this Amendment and after giving effect hereto, and the
other Loan Documents to which it is a party are true, complete, and correct in
all material respects on and as of the date hereof, as though made on such date
(except to the extent that such representations and warranties relate solely to
an earlier date in which case such representations and warranties shall be true,
correct and complete in all material respects as of such earlier
date).




(g)  This
Amendment has been entered into without force or duress, of the free will of
such Person, and the decision of such Person to enter into this Amendment is a
fully informed decision and such Person is aware of all legal and other
ramifications of such decision.




(h)  It has
read and understands this Amendment, has consulted with and been represented by
independent legal counsel of its own choosing in negotiations for and the
preparation of this Amendment, has read this Amendment in full and final form,
and has been advised by its counsel of its rights and obligations
hereunder.




7.  Acknowledgments.  Borrower
hereby acknowledges, confirms and agrees that




(a)  as of
April 1, 2010, the aggregate outstanding principal amount of the Loans under the
Credit Agreement was $5,365,695.10 and that such principal amount is payable
pursuant to the Credit Agreement as modified hereby without defense, offset,
withholding, counterclaim, or deduction of any kind;




(b)  Agent,
for the benefit of the Lender Group, has and shall continue to have valid,
enforceable and perfected first-priority Liens in substantially all of the
assets of Borrower (subject only to Permitted Liens), granted to Agent, for the
benefit of the Lender Group, pursuant to the Loan Documents; and




(c)  (i) each
of the Loan Documents to which it is a party has been duly executed and
delivered to the Lender Group by Borrower, and each is in full force and effect
as of the date hereof, (ii) the agreements and obligations of Borrower contained
in such documents and in this Amendment constitute the legal, valid and binding
obligations of Borrower and guaranteed indebtedness of Borrower, enforceable
against Borrower in accordance with their respective terms, except as such
enforceability may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors’ rights generally and by general
principles of equity, and as of the date hereof Borrower has no valid defense to
the enforcement of the Obligations, and (iii) each member of the Lender Group is
and shall be entitled to the rights, remedies and benefits provided for in the
Loan Documents and under applicable law or at equity.




8.  Payment of Costs and
Fees.  Borrower shall pay to Agent all reasonable out-of-pocket
costs and expenses of the Lender Group (including, without limitation, the
reasonable fees and disbursements of outside counsel to Agent) incurred in
connection with the preparation, negotiation, execution and delivery of this
Amendment and any documents and instruments relating hereto.




9.  Choice of Law and Venue;
Jury Trial Waiver.




(a)  THE
VALIDITY OF THIS AMENDMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT
HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING
HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.




(b)  THE
PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS
AMENDMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA; PROVIDED, HOWEVER, THAT ANY
SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS
TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND.  BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE
EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE
DOCTRINE OF FORUM NON CONVENIENS OR TO
OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS
SECTION
9.




(c)  TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BORROWER AND EACH MEMBER OF THE
LENDER GROUP HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY
OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY
CLAIMS.  BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT
EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT
OF LITIGATION, A COPY OF THIS AMENDMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT.




10.  Release.




(a)  Effective
on the date hereof, Borrower, for itself and on behalf of its successors,
assigns, and officers, directors, employees, agents and attorneys, and any
Person acting for or on behalf of, or claiming through it, hereby waives,
releases, remises and forever discharges each member of the Lender Group, each
of their respective Affiliates, and each of their respective successors in
title, past, present and future officers, directors, employees, limited
partners, general partners, investors, attorneys, assigns, subsidiaries,
shareholders, trustees, agents and other professionals and all other persons and
entities to whom any member of the Lender Group would be liable if such persons
or entities were found to be liable to Borrower (each a “Releasee” and
collectively, the “Releasees”), from any
and all past, present and future claims, suits, liens, lawsuits, adverse
consequences, amounts paid in settlement, debts, deficiencies, diminution in
value, disbursements, demands, obligations, liabilities, causes of action,
damages, losses, costs and expenses of any kind or character,  whether
based in equity, law, contract, tort, implied or express warranty, strict
liability, criminal or civil statute or common law (each a “Claim” and
collectively, the “Claims”), whether
known or unknown, fixed or contingent, direct, indirect, or derivative, asserted
or unasserted, matured or unmatured, foreseen or unforseen, past or present,
liquidated or unliquidated, suspected or unsuspected, which Borrower ever had
from the beginning of the world to the date hereof, now has, or might hereafter
have against any such Releasee which relates, directly or indirectly to the
Credit Agreement, any other Loan Document, or to any acts or omissions of any
such Releasee with respect to the Credit Agreement or any other Loan Document,
or to the lender-borrower relationship evidenced by the Loan
Documents.  As to each and every Claim released hereunder, Borrower
hereby represents that it has received the advice of legal counsel with regard
to the releases contained herein, and having been so advised, specifically
waives the benefit of the provisions of Section 1542 of the Civil Code of
California which provides as follows:




“A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.”




(b)  As to
each and every Claim released hereunder, Borrower also waives the benefit of
each other similar provision of applicable federal or state law, if any,
pertaining to general releases after having been advised by its legal counsel
with respect thereto.




(c)  Borrower
acknowledges that it may hereafter discover facts different from or in addition
to those now known or believed to be true with respect to such Claims and agrees
that this instrument shall be and remain effective in all respects
notwithstanding any such differences or additional facts.  Borrower
understands, acknowledges and agrees that the release set forth above may be
pleaded as a full and complete defense and may be used as a basis for an
injunction against any action, suit or other proceeding which may be instituted,
prosecuted or attempted in breach of the provisions of such
release.




(d)  Borrower,
for itself and on behalf of its successors, assigns, and officers, directors,
employees, agents and attorneys, and any Person acting for or on behalf of, or
claiming through it, hereby absolutely, unconditionally and irrevocably,
covenants and agrees with and in favor of each Releasee above that it will not
sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee
on the basis of any claim released, remised and discharged by such Person
pursuant to the above release.  Borrower further agrees that it shall
not dispute the validity or enforceability of the Credit Agreement or any of the
other Loan Documents or any of its obligations thereunder, or the validity,
priority, enforceability or the extent of Agent’s Lien on any item of Collateral
under the Credit Agreement or the other Loan Documents.  If Borrower
or any of its successors, assigns, or officers, directors, employees, agents or
attorneys, or any Person acting for or on behalf of, or claiming through them
violate the foregoing covenant, such Person, for itself and its successors,
assigns and legal representatives, agrees to pay, in addition to such other
damages as any Releasee may sustain as a result of such violation, all
attorneys’ fees and costs incurred by such Releasee as a result of such
violation.




11.  Reaffirmation of
Obligations.  Borrower hereby reaffirms and its obligations
under each Loan Document to which it is a party.  Borrower hereby
further ratifies and reaffirms the validity and enforceability of all of the
Liens heretofore granted, pursuant to and in connection with the Security
Agreement or any other Loan Document, to Agent, as collateral security for the
obligations under the Loan Documents in accordance with their respective terms,
and acknowledges that all of such Liens, and all Collateral heretofore pledged
as security for such obligations, continue to be and remain Collateral for such
obligations from and after the date hereof.




12.  Effect on Loan
Documents.




(a)  The
Credit Agreement and the Security Agreement, each as amended hereby, and each of
the other Loan Documents shall be and remain in full force and effect in
accordance with their respective terms and hereby are ratified and confirmed in
all respects.  The execution, delivery, and performance of this
Amendment shall not operate, except as expressly set forth herein, as a
modification or waiver of any right, power, or remedy of any member of the
Lender Group under the Credit Agreement or any other Loan
Document.  The waivers, consents and modifications herein are limited
to the specifics hereof (including facts or occurrences on which the same are
based), shall not apply with respect to any facts or occurrences other than
those on which the same are based, shall not excuse any non-compliance with the
Loan Documents (other than as specified herein), and shall not operate as a
consent to any matter under the Loan Documents (other than as specified
herein).  Except for the amendments to the Credit Agreement and the
Security Agreement expressly set forth herein, the Credit Agreement, the
Security Agreement and other Loan Documents shall remain unchanged and in full
force and effect.  Except as provided herein, the execution, delivery
and performance of this Amendment shall not operate as a waiver of or as an
amendment of, any right, power or remedy of any member of the Lender Group in
effect prior to the date hereof.  The amendments set forth herein are
limited to the specifics hereof and shall neither excuse any future
non-compliance with the Credit Agreement or the Security Agreement, nor operate
as a waiver of any Default or Event of Default.  To the extent any
terms or provisions of this Amendment conflict with those of the Credit
Agreement, the Security Agreement or other Loan Documents, the terms and
provisions of this Amendment shall control.




(b)  Upon and
after the effectiveness of this Amendment, each reference in the Credit
Agreement and the Security Agreement to “this Agreement”, “hereunder”, “herein”,
“hereof” or words of like import referring to the Credit Agreement or the
Security Agreement, and each reference in the other Loan Documents to “the
Credit Agreement”, “the Security Agreement”, “thereunder”, “therein”, “thereof”
or words of like import referring to the Credit Agreement or the Security
Agreement, shall mean and be a reference to the Credit Agreement or the Security
Agreement, as applicable, as modified and amended hereby.




(c)  To the
extent that any terms and conditions in any of the Loan Documents shall
contradict or be in conflict with any terms or conditions of the Credit
Agreement, after giving effect to this Amendment, such terms and conditions are
hereby deemed modified or amended accordingly to reflect the terms and
conditions of the Credit Agreement as modified or amended hereby.




(d)  This
Amendment is a Loan Document.




(e)  Unless
the context of this Amendment clearly requires otherwise, references to the
plural include the singular, references to the singular include the plural, the
terms “includes” and “including” are not limiting, and the term “or” has, except
where otherwise indicated, the inclusive meaning represented by the phrase
“and/or”.




13.  Ratification.  Borrower
hereby restates, ratifies and reaffirms each and every term and condition set
forth in the Credit Agreement and the Loan Documents effect as of the date
hereof and as amended hereby.




14.  Entire
Agreement.  This Amendment, and terms and provisions hereof,
the Credit Agreement and the other Loan Documents constitute the entire
understanding and agreement between the parties hereto with respect to the
subject matter hereof and supersedes any and all prior or contemporaneous
amendments or understandings with respect to the subject matter hereof, whether
express or implied, oral or written.




15.  Integration.  This
Amendment, together with the other Loan Documents, incorporates all negotiations
of the parties hereto with respect to the subject matter hereof and is the final
expression and agreement of the parties hereto with respect to the subject
matter hereof.




16.  Amendments.  This
Amendment cannot be altered, amended, changed or modified in any respect or
particular unless each such alteration, amendment, change or modification shall
have been agreed to by each of the parties and reduced to writing in its
entirety and signed and delivered by Borrower and the Required
Lenders.




17.  Counterpart
Execution.  This Amendment may be executed in any number of
counterparts, all of which when 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 or other electronic method of transmission 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 or other electronic method of transmission 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.




18.  Severability.  In
case any provision in this Amendment shall be invalid, illegal or unenforceable,
such provision shall be severable from the remainder of this Amendment and the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.







[signature
pages follow]





IN WITNESS WHEREOF, the parties have
entered into this Amendment as of the date first above written.





POWERWAVE TECHNOLOGIES,
      INC.,
              a
      Delaware corporation,
              as
      Borrower
              
              
              By:           /s/
      Kevin T. Michaels
              Name: Kevin
      T. Michaels
              Title:  
      CFO








[SIGNATURE
PAGE TO WAIVER, AMENDMENT NUMBER THREE TO CREDIT AGREEMENT AND AMENDMENT NUMBER
TWO TO SECURITY AGREEMENT]


WELLS FARGO CAPITAL FINANCE,
LLC,


a
Delaware limited liability company (formerly known as Wells Fargo Foothill,
LLC), as Agent and as a Lender








By:          /s/
Daniel Whitwer


Name: Daniel
Whitwer


Title:   Vice
President





[SIGNATURE
PAGE TO WAIVER, AMENDMENT NUMBER THREE TO CREDIT AGREEMENT AND AMENDMENT NUMBER
TWO TO SECURITY AGREEMENT]


Exhibit
A





Schedule
5.2




Provide
Agent (and if so requested by Agent, with copies for each Lender) with each of
the documents set forth below at the following times in form satisfactory to
Agent:




Weekly
      (not later than the second Business Day of each week),
            (a)a
      detailed report regarding Borrower and its Subsidiaries' cash and Cash
      Equivalents including an indication of which amounts constitute Qualified
      Cash.Monthly
      (not later than the 10th Business Day of each fiscal month); provided that (x) if the outstanding amount
      of Advances does not exceed $500,000 and Availability plus Qualified Cash
      is less  than $15,000,000 as of the first Business Day of any
      week, then such documents shall be delivered weekly until the first day
      upon which (1) the outstanding amount of Advances does not exceed $500,000
      and Availability plus Qualified Cash is greater than $15,000,000, or (2)
      the outstanding amount of Advances exceeds $500,000 and Availability is
      greater than $15,000,000, and (y) if the outstanding amount of Advances
      exceeds $500,000 and Availability is less than $15,000,000 as of the first
      Business Day of any week, then such documents shall be delivered weekly
      until the first day upon which (1) the outstanding amount of Advances does
      not exceed $500,000 and Availability plus Qualified Cash is greater than
      $15,000,000, or (2) the outstanding amount of Advances exceeds $500,000
      and Availability is greater than $15,000,000,
            (b)a
      Borrowing Base Certificate, together with a detailed calculation of those
      Accounts that are not eligible for the Borrowing Base,
              
              (c)a
      detailed aging, by total, of the Accounts of Borrower, together with a
      reconciliation to the general ledger and supporting documentation for any
      reconciling items noted,
              
              (d)a
      sales journal, collection journal, and credit register since the last such
      schedule, and a report regarding credit memoranda that have been issued
      since the last such report,
              
              (e)[reserved],
      and
              
              (f)a
      monthly Account roll-forward, in a format acceptable to Agent in its
      discretion, tied to the beginning and ending accounts receivable balances
      of Borrower’s and its Subsidiaries’ general ledger.Monthly
      (not later than the 10th Business Day of each fiscal
    month),
            (g)a
      summary aging, by vendor, of Borrower’s and its Subsidiaries' accounts
      payable, accrued expenses and any book overdraft, together with a
      reconciliation to the general ledger and supporting documentation for any
      reconciling items noted, and
              
              (h)an
      aging, by vendor, of any held checks.Quarterly
      (not later than the 45th day after the end of each
    quarter),
            (i)a
      detailed list of Borrower’s and its Subsidiaries’ customers,
              
              (j)a
      report regarding Borrower’s and its Subsidiaries’ accrued, but unpaid,
      ad valoremtaxes,
      and
              
              (k)a
      report regarding Borrower’s and its Subsidiaries’ intercompany loan
      balance.Immediately
      after execution, receipt or delivery thereof,
            (l)copies
      of any notices regarding termination, material defaults or claimed
      violations that Borrower executes or receives in connection with any
      Material  Contract.Upon
      reasonable request by Agent,
            (m)copies
      of purchase orders or invoices in connection with Borrower's and its
      Subsidiaries' Accounts, credit memos, remittance advices, deposit slips,
      shipping and delivery documents in connection with Borrower's and its
      Subsidiaries’ Accounts,
              
              (n)notice
      of all claims, offsets, or disputes asserted by Account Debtors with
      respect to Borrower's and its Subsidiaries' Accounts, and
              
              (o)such
      other reports as to the Collateral or the financial condition of Borrower
      and its Subsidiaries, as Agent may reasonably request.