AMENDMENT NO. 3 TO LOAN AGREEMENT
This AMENDMENT NO. 3 TO LOAN AGREEMENT (this "Amendment") is made and entered into as of
May 31, 2002 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
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. 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, 2003", and such date shall henceforth be deemed to be the "Revolving
1.2 Financial Covenants. Section 7.16 of the Loan Agreement is amended and restated to read in full as follows:
7.16 Financial Covenants. All financial covenants are determined for Borrower and its Subsidiaries on a
consolidated basis in accordance with GAAP.
(a) Leverage Ratio. Borrower will maintain a Leverage Ratio of not more than 0.75:1.0 at the end of each fiscal
(b) Minimum Tangible Net Worth. Borrower will maintain, as at the last day of each fiscal quarter, a Tangible
Net Worth in accord