AMENDMENT NO. 1 TO LOAN AGREEMENT
This AMENDMENT NO. 1 TO LOAN AGREEMENT (this "Amendment") is made and entered into as of
May 31, 2001 by and among Powerwave Technologies, Inc., a Delaware corporation (the "Borrower"),
COMERICA BANK-CALIFORNIA, a California banking corporation, as agent for the Lenders (the "Agent"),
and the various financial institutions that are (or may from time to time hereafter become) parties to the Loan
Agreement identified below as lenders (each a "Lender" and collectively the "Lenders").
R E C I T A L S:
A. Borrower, Agent and the Lenders have entered into that certain Loan Agreement dated as of May 26, 2000,
pursuant to which Lenders agreed to provide certain credit facilities to Borrower (the "Loan Agreement";
capitalized terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement).
B. Borrower, Agent and the Lenders desire to make certain changes to the Loan Agreement and the Revolving
Note as set forth herein.
NOW, THEREFORE, in consideration of the premises 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:
1.1 Maturity Date. Section 2.1 of the Loan Agreement is amended by replacing the date "May 31, 2001" set
forth therein with the date "May 31, 2002". In furtherance of the foregoing, the Revolving Note is hereby
amended by replacing the date "May 31, 2001" set forth therein with the date "May 31, 2002".
1.2 Profitability Covenant. Section 7.16(c) of the Loan Agreement is amended and restated to read in full as
(c) Profitability. Borrower's cumulative net losses as at the end of each fiscal quarter (determined by netting
Consolidated Net Income against Consolidated Net Loss for the portion of the current fiscal year then ended)
shall not exceed 8% of Tangible Net Worth measured at the end of such fiscal quarter.