AMENDMENT NO. 4 TO LOAN AGREEMENT
This AMENDMENT NO. 4 TO LOAN AGREEMENT (this “ Amendment” ) is made and entered into as of September 15,
2003 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, as amended,
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. While the Loan Agreement matured and terminated on May 31, 2003, it is the desire of Borrower, Agent and the Lenders
to reinstate the Loan Agreement as of the date hereof, and 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. AMENDMENTS .
1.1 Maturity Date . The maturity date as set forth in Section 2.1 of the Loan Agreement and in the Revolving Note, is
amended to be “May 31, 2004”, and such date shall henceforth be deemed to be the “Revolving Maturity Date”.
1.2 Restrictions on Indebtedness . Section 7.7 of the Loan Agreement is amended and restated to read in full as follows:
7.7 Restrictions on Indebtedness. Borrower will not incur, create, assume or suffer to exist any Indebtedness, other
than the following:
(a) Indebtedness incurred pursuant to this Agreement and the