AMENDMENT
NUMBER TWO TO CREDIT AGREEMENT




ThisAMENDMENT NUMBER TWO TO CREDIT
AGREEMENT(this “Amendment”), dated as
of March 11, 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 has
requested that the Lender Group make certain amendments to the Credit Agreement;
and




WHEREAS, upon the terms and
conditions set forth herein, the parties hereby agree to amend the Credit
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)  Section 4.2(b) of the
Credit Agreement is hereby amended by (i) adding the words “and the
Permitted Convertible Notes Refinancing Documents” immediately after each
reference to “Convertible Notes Documents” in clauses (ii) and (v) of such
Section, and (ii) adding the words “or any Permitted Convertible Notes
Refinancing Documents” immediately after each reference to “Convertible Notes
Documents” in clauses (iii) and (vi) of such Section.




(b)  Section 4.27(a) of
the Credit Agreement is hereby amended by (i) adding the words “and the
Permitted Convertible Notes Refinancing Documents” immediately after the words
“Convertible Notes Documents” in the first sentence of such Section, and
(ii) adding the words “and each Permitted Convertible Notes Refinancing
Document” immediately after the words “Convertible Notes Document” in the second
sentence of such Section.




(c)  Section 4.27(b) of
the Credit Agreement is hereby amended by (i) deleting the word “and”
between “1.875% Convertible Notes Indenture” and “the 3.875% Convertible Notes
Indenture” and replacing it with a “,”, and (ii) adding the words “, the 1.875%
Convertible Senior Subordinated Notes Indenture and each other Permitted
Convertible Notes Refinancing Indenture” immediately after the words “3.875%
Convertible Notes Indenture”.




(d)  Section 6.7(b)(i) of
the Credit Agreement is hereby amended by adding the words “and the Permitted
Convertible Notes Refinancing Documents” immediately after “Convertible Notes
Documents”.




(e)  Section 6.7(b)(ii) of
the Credit Agreement is hereby amended by adding the words “and the Permitted
Convertible Notes Refinancing Documents” immediately after “Convertible Notes
Documents”.




(f)  Section 6.9(c)(iii)of the Credit Agreement is hereby amended by (i) deleting the word “or”
between “1.875% Convertible Notes” and “the 3.875% Convertible Notes” and
replacing it with “,” and (ii) adding the words “or the 1.875% Convertible
Senior Subordinated Notes Indenture” immediately after “3.875% Convertible
Notes”.




(g)  Section 17.12 of the
Credit Agreement is hereby amended by (i) deleting the word “AND” between “1.875%
CONVERTIBLE NOTES INDENTURE” and “THE3.875%
CONVERTIBLE NOTES INDENTURE” and replacing it with a “,”, and (ii) adding the words
“, THE
1.875% CONVERTIBLE SENIOR SUBORDINATED NOTES INDENTURE AND EACH OTHER PERMITTED
CONVERTIBLE NOTES INDENTURE” immediately after “3.875% CONVERTIBLE NOTES
INDENTURE”.




(h)  The
definition of “Change
of Control” appearing in Schedule 1.1 to the
Credit Agreement is hereby amended by (i) deleting the word “or” at the end of
clause (c), (ii) deleting the “.” at the end of clause (d) and replacing it with
“, or”, and (iii) adding the following new clause (e):




“(e) a
“Change in Control” (as defined in any Permitted Convertible Notes Refinancing
Indenture).”




(i)  The
definition of “Convertible Notes
Redemption” in Schedule 1.1 to the
Credit Agreement is hereby amended by amending and restating such definition as
follows:




““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 Indenture (as applicable), (b) no Default
or Event of Default shall have occurred and be continuing or would result
therefrom, and (c) Availability both before and immediately after giving effect
thereto is greater than $20,000,000.”




(j)  The
definition of “Designated Senior
Indebtedness” in Schedule 1.1 to the
Credit Agreement is hereby amended by amending and restating such definition as
follows:




““Designated Senior
Indebtedness” has the meaning specified therefor in (a) the 1.875%
Convertible Notes Indenture, (b) the 3.875% Convertible Notes Indenture,
(c) the 1.875% Convertible Senior Subordinated Notes Indenture, and
(d) each Permitted Convertible Notes Refinancing Indenture.”





(k)  The
definition of “Permitted Convertible Notes
Refinancing” appearing in Schedule 1.1 to the
Credit Agreement is hereby amended by (i) adding the words “or the
Indebtedness in respect of any Indebtedness previously incurred in respect of a
Permitted Convertible Notes Refinancing” immediately after the words “3.875%
Convertible Notes” in the introductory paragraph, (ii) adding the
words “other than with respect to a prepayment that is required to be made
(subject to the applicable subordination provisions in favor of the Obligations
that are set forth in such Permitted Convertible Notes Refinancing Indenture) as
a result of a Change of Control,” at the beginning of clause (c) of such
definition, (iii) removing the word “or” after clause (c)(i) of such
definition, and (iv) adding the following new clauses (c)(iii) and (c)(iv)
to such definition:




“(iii) with
respect to a refinancing of the Indebtedness in respect of the 1.875%
Convertible Senior Subordinated Notes, May 15, 2013, or (iv) with respect
to a refinancing of the Indebtedness in respect of the notes issued under any
other Permitted Convertible Notes Refinancing Indenture, the date that is the
earlier of (A) the maturity date of the Indebtedness that is being so refinanced
or (2) the first date the holders thereof could require the redemption,
repurchase or prepayment of the Indebtedness that is being so
refinanced,”




(l)  The
definition of “Permitted
Indebtedness appearing in Schedule 1.1 to the
Credit Agreement is hereby amended by (i) deleting the word “and” between
“1.875% Convertible Notes” and “the 3.875% Convertible Notes” in the
parenthetical in clause (b) of such definition and replacing it with “,” and
(ii) adding the words “and the notes issued under any Permitted Convertible
Notes Refinancing Indenture” immediately after the words “3.875% Convertible
Notes” in the parenthetical in clause (b) of such definition.




(m)  The
definition of “Permitted Preferred
Stock” appearing in Schedule 1.1 to the
Credit Agreement is hereby amended by (i) deleting the word “or” between
“1.875% Convertible Notes” and “the 3.875% Convertible Notes” and
(ii) adding the words “or the 1.875% Convertible Senior Subordinated Notes”
immediately after the words “3.875% Convertible Notes”.




(n)  The
definition of “Senior
Indebtedness” appearing in Schedule 1.1 to the
Credit Agreement is hereby amended by amending and restating such definition as
follows:




““Senior Indebtedness”
has the meaning specified therefor in (a) the 1.875% Convertible Notes
Indenture, (b) the 3.875% Convertible Notes Indenture, and (c) in each
Permitted Convertible Notes Refinancing Indenture.”





(o)  Schedule 1.1 to the
Credit Agreement is hereby amended by inserting the following definitions of
“1.875% Convertible Senior Subordinated Notes”, “1.875% Convertible Senior
Subordinated Notes Indenture”, “Permitted Convertible Notes Refinancing
Documents” and “Permitted Convertible Notes Refinancing Indenture”, in the
appropriate alphabetical order:




““1.875% Convertible Senior
Subordinated Notes” means the 1.875% Convertible Senior Subordinated
Notes due 2024 issued pursuant to the 1.875% Convertible Senior Subordinated
Notes Indenture.”





““1.875% Convertible Senior
Subordinated Notes Indenture” means the Indenture by and among Borrower
and Deutsche Bank Trust Company Americas, a New York banking corporation, as
Trustee, entered into in March 2010 on the date the 1.875% Convertible
Senior Subordinated Notes were issued.”





““Permitted Convertible Notes
Refinancing Documents” means the agreements, documents and instruments
executed in connection with a Permitted Convertible Notes
Refinancing.”





““Permitted Convertible Notes
Refinancing Indenture” means any indenture executed in connection with a
Permitted Convertible Notes Refinancing.”





3.  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.




4.  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.




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




(a)  as of
March 10, 2010, the aggregate outstanding principal amount of the Loans under
the Credit Agreement was $76,484.36 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.




6.  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.




7.  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
7.




(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.




8.  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.




9.  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.




10.  Effect on Loan
Documents.




(a)  The
Credit Agreement, 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 expressly
set forth herein, the Credit 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, 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 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 to “this Agreement”, “hereunder”, “herein”, “hereof” or words of like
import referring to the Credit Agreement, and each reference in the other Loan
Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof” or words
of like import referring to the Credit Agreement, shall mean and be a reference
to the Credit Agreement, 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”.




11.  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.




12.  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.




13.  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.




14.  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.




15.  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.




16.  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 AMENDMENT NUMBER TWO TO CREDIT 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/ Rina
Shinoda






















[SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO CREDIT AGREEMENT]