10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 3, 2010

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 000-21507

POWERWAVE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	11-2723423
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1801 E. St. Andrew Place, Santa Ana, CA 92705

(Address of principal executive offices, zip code)

(714) 466-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: Common Stock, Par Value $0.0001 NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.    Yes  ¨    No  x

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨            Accelerated filer  x            Non-accelerated filer  ¨            Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

As of June 28, 2009, the aggregate market value of the voting stock of the Registrant held by non-affiliates of the Registrant was $219,054,824 computed using the closing price of $1.67 per share of Common Stock on June 26, 2009, the last trading day of the second quarter, as reported by NASDAQ, based on the assumption that directors and officers and more than 10% stockholders are affiliates. As of February 16, 2010 the number of outstanding shares of Common Stock, par value $0.0001 per share, of the Registrant was 132,693,127.

Documents Incorporated by Reference

Document Description	10-K Part
Portions of the Registrant’s notice of annual meeting of stockholders and proxy statement to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year ended January 3, 2010 are incorporated by reference into Part III of this report.	III (Items 10, 11, 12, 13, 14)

POWERWAVE TECHNOLOGIES, INC.

INDEX

CAUTIONARY STATEMENT RELATED TO FORWARD LOOKING STATEMENTS			3
PART I			4
	ITEM 1.	Business	4
	ITEM 1A.	Risk Factors	12
	ITEM 1B.	Unresolved Staff Comments	24
	ITEM 2.	Properties	24
	ITEM 3.	Legal Proceedings	24
	ITEM 4.	Submission of Matters to a Vote of Security Holders	25
PART II			26
	ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
	ITEM 6.	Selected Financial Data	28
	ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
	ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	50
	ITEM 8.	Financial Statements and Supplementary Data	52
		Report of Independent Registered Public Accounting Firm	53
		Consolidated Balance Sheets	55
		Consolidated Statements of Operations	56
		Consolidated Statements of Comprehensive Operations	57
		Consolidated Statements of Shareholders’ Equity (Deficit)	58
		Consolidated Statements of Cash Flows	59
		Notes to Consolidated Financial Statements	61
		Quarterly Financial Data (Unaudited)	88
	ITEM 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	89
	ITEM 9A.	Controls and Procedures	89
	ITEM 9B.	Other Information	89
PART III			90
	ITEM 10.	Directors, Executive Officers and Corporate Governance	90
	ITEM 11.	Executive Compensation	90
	ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	90
	ITEM 13.	Certain Relationships and Related Transactions and Director Independence	90
	ITEM 14.	Principal Accounting Fees and Services	90
PART IV			91
	ITEM 15.	Exhibits, Financial Statement Schedules	91
SIGNATURES			96
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS			97

CAUTIONARY STATEMENT RELATED TO FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K, contains “forward-looking statements,” regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933, or the Securities Act, and the Securities Exchange Act of 1934, or the Exchange Act. All statements other than statements of historical facts are statements that could be deemed forward- looking statements as defined within Section 27A of the Securities Act and Section 21E of the Exchange Act. One generally can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “may,” “will,” “expects,” “intends,” “estimates,” “anticipates,” “plans,” “seeks,” or “continues,” or the negative thereof, or variations thereon, or similar terminology. Forward-looking statements in this Annual Report include, but are not limited to, statements relating to revenue, revenue composition, market and economic conditions, demand and pricing trends, future expense levels, competition and growth prospects in our industry, trends in average selling prices and gross margins, product and infrastructure development, market demand and acceptance, the timing of and demand for next generation products, customer relationships, tax rates, employee relations, the timing of cash payments and cost savings from restructuring activities, restructuring charges, and the level of expected future capital and research and development expenditures. Such statements are generally included in the items captioned: “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk,” “Legal Proceedings,” and “Risk Factors.” These statements are based on current expectations, estimates, forecasts, and projections about the industry in which we operate and the beliefs and assumptions of our management. The forward-looking statements made in this report, regarding future events and the future performance of Powerwave Technologies, Inc, which we refer to as Powerwave or the Company, involve risks and uncertainties that could cause the Company’s actual results to differ materially and adversely from those results currently anticipated. Such risks and uncertainties may relate to, but are not limited to, our reliance upon a few customers to generate the majority of our revenues, continued economic weakness and uncertainty resulting from the worldwide economic crisis and tightening of the credit markets, continued reductions in demand for our products; difficulty in obtaining additional capital should we need to do so in the future; significant fluctuations in our sales and operating results, continuing declines in the sales prices for our products; the future growth of the wireless infrastructure communications market; our reliance on single sources or limited sources for key components and products; the risks surrounding our internal and contract manufacturing operations in Asia and Europe; operating in a highly-regulated industry; and the competitive nature of the wireless communications industry which is characterized by rapid technological change. Because the risks and uncertainties discussed in this report and other important unanticipated factors may affect Powerwave’s operating results, past performance should not be considered as indicative of future performance, and investors should not use historical results to anticipate results or trends in future periods. Readers should also carefully review the risk factors described in documents that Powerwave files from time to time with the Securities and Exchange Commission, including subsequent Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, as we undertake no obligation to revise or update any forward-looking statements for any reason.

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PART I

ITEM 1. BUSINESS

General

Powerwave Technologies, Inc. (“Powerwave” or the “Company” or “our” or “we”) was incorporated in Delaware in January 1985, under the name Milcom International, Inc., and changed its name to Powerwave Technologies, Inc. in June 1996. We are a global supplier of end-to-end wireless solutions for wireless communications networks. Our business consists of the design, manufacture, marketing and sale of products to improve coverage, capacity and data speed in wireless communications networks, including antennas, boosters, combiners, cabinets, shelters, filters, radio frequency power amplifiers, remote radio head transceivers, repeaters, tower-mounted amplifiers and advanced coverage solutions. These products are utilized in major wireless networks throughout the world which support voice and data communications by use of cell phones and other wireless communication devices. We sell our products to both original equipment manufacturers, who incorporate our products into their proprietary base stations (which they then sell to wireless network operators), and directly to individual wireless network operators for deployment into their existing networks.

We believe that our future success depends upon continued growth in demand for wireless services as well as our ability to broaden our customer base. For the fiscal year ended January 3, 2010 (“fiscal 2009”), our largest customers continued to be original equipment manufacturers. Nokia Siemens accounted for approximately 34% of our sales. As a result, Nokia Siemens has the ability to significantly impact our financial results by demanding price reductions and threatening to reduce their business with us, transfer that business to other companies, or take it internal to their operations. The loss of this customer, or a significant loss, reduction or rescheduling of orders from this customer would have a material adverse effect on our business, financial condition and results of operations. See “We rely upon a few customers for the majority of our revenues…; and Our success is tied to the growth of the wireless services communications market…” under Part I, Item 1A, Risk Factors.

A limited number of large original equipment manufacturers and large global wireless network operators account for a majority of wireless infrastructure equipment purchases in the wireless equipment market, and our future success is dependent upon our ability to establish and maintain relationships with these types of customers. While we regularly attempt to expand our customer base, we cannot give any assurance that a major customer will not reduce, delay or eliminate its purchases from us. During fiscal 2009, we experienced significant reductions in demand from both our original equipment manufacturer customers such as Nokia Siemens and Alcatel-Lucent, and our direct operator customers, which had an adverse effect on our business and results of operations. Any future reductions in demand by any of our major customers would have a material adverse effect on our business, financial condition and results of operations. See “We rely upon a few customers for the majority of our revenues…” under Part I, Item 1A, Risk Factors.

We have experienced, and expect to continue to experience, declining average sales prices for our products. Consolidation among both original equipment manufacturers and wireless service providers has enabled such companies to place continual pricing pressure on wireless infrastructure manufacturers, which has resulted in downward pricing pressure on our products. In addition, ongoing competitive pressures and consolidation within the wireless infrastructure equipment market have put pressure on us to continually reduce the sales price of our products. Consequently, we believe that our gross margins may decline over time and that in order to maintain or improve our gross margins, we must reduce manufacturing costs, redesign our products to reduce their cost, reduce our overhead costs as well as our operating expenses, and develop new products that incorporate advanced features that may generate higher gross margins. We may not be able to achieve the necessary cost and expense reductions. See “Our success is tied to the growth of the wireless services communications market…; and Our average sales prices have declined…” under Part I, Item 1A, Risk Factors.

Significant Business Developments in Fiscal 2009

Beginning in the fourth quarter of 2008, global economic instability driven by the subprime mortgage crisis and the tightening of credit availability impacted all of the markets in which we compete. As the extent of the crisis unfolded, it became apparent that the global economy had entered a significant recessionary period, which included sharply lower economic activity, inflation and deflation concerns, decreased consumer confidence, reduced corporate profits, reduced or canceled capital spending, liquidity concerns and generally adverse business conditions. All of these factors combined had a negative impact on the availability of financial capital which we believe contributed to a reduction in demand for infrastructure in the wireless communications market. These conditions have made it difficult for our customers and vendors to accurately forecast and plan future business activities, causing domestic and foreign businesses to reduce or suspend expenditures on our products and services. We cannot predict how long this economic recession will last or what the ultimate effects on the economy or the wireless infrastructure industry will be.

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In the first quarter of 2009, we formulated and began to implement a plan to further reduce manufacturing overhead costs and operating expenses. As part of this plan, we initiated personnel reductions in both our domestic and foreign locations, with primary reductions in the United States, Estonia and Sweden. These reductions were undertaken in response to current economic conditions and the ongoing global recession that began in the fourth quarter of 2008. The goal of all of these actions was to reduce the Company’s operating and manufacturing costs in order to improve cash flow and increase profitability.

During 2009, we expanded our operations in India. We opened a 40,000-square foot research and development facility in Hyderabad, India, to facilitate sales and marketing, engineering and technical and customer support functions. We also expanded our operations with a new manufacturing facility in Laem Chabang, Thailand. The 135,000-square foot facility has the capacity to manufacture various products, as well as support our repair activities. This facility was fully-operational in the fourth quarter of 2009.

In the second quarter of 2009, we entered into a $50.0 million Credit Agreement (“Credit Agreement”) with Wells Fargo Capital Finance LLC (formerly Wells Fargo Foothill, LLC), as arranger and administrative agent. In connection with entering into the Credit Agreement, we terminated our Revolving Trade Receivables Purchase Agreement with Deutsche Bank AG, New York Branch, as Administrative Agent.

During 2009, we repurchased $25.4 million par value of our outstanding 1.875% convertible subordinated notes due November 2024 at various discounts which resulted in a gain of $12.7 million (see Note 5 of the Notes to Consolidated Financial Statements under Part II, Item 8, Financial Statements and Supplementary Data).

In the fourth quarter of 2009, we sold our previously vacated manufacturing facility in Salisbury, Maryland for net proceeds of approximately $3.9 million.

Industry Segments and Geographic Information

We operate in one reportable business segment: “Wireless Communications.” All of our revenues are derived from the sale of wireless communications products and coverage solutions, including antennas, boosters, combiners, cabinets, shelters, filters, radio frequency power amplifiers, remote radio head transceivers, repeaters, tower-mounted amplifiers and advanced coverage solutions for use in all major frequency bands including cellular, PCS, 3G and 4G wireless communications networks throughout the world. Our products are sold globally and produced in multiple locations (see Note 18 of the Notes to Consolidated Financial Statements under Part II, Item 8, Financial Statements and Supplementary Data).

Business Strategy

Our strategy is to become the leading supplier of advanced solutions to the wireless communications industry and includes the following key elements:

• provide leading technology to the wireless communications infrastructure equipment industry through research and development that continues to improve our products’ technical performance while reducing our costs and establishing new levels of technical performance for the industry;

• utilize our research and development efforts, along with our internal and external manufacturing and supply chain capabilities to raise our productivity and lower our product costs;

• leverage our position as a leading supplier of wireless communications products and coverage solutions to increase our market share and expand our relationships with both our existing customers and potential new customers in other markets such as government, public safety, the military and homeland security;

• continue to expand our customer base of wireless network original equipment manufacturers and wireless network operators; and

• maintain our focus on the quality, reliability and manufacturability of our wireless communications products and coverage solutions.

Our focus on radio frequency technology and the experience we have gained through the implementation of our products in both analog and digital wireless networks throughout the world has enabled us to develop substantial expertise in wireless infrastructure equipment technology. We intend to continue to research and develop new methods to improve our product performance, including efforts to support future generation transmission standards. We believe that both our existing products and new products under development will enable us to continue to expand our customer base by offering a broad range of products at attractive price points to meet the diverse requirements of wireless original equipment manufacturers and network operators. We also intend to leverage our product lines to expand our relationships with our existing customers and to add new customers. We believe that we are able to respond quickly and cost-effectively to new transmission protocols and

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design specifications by obtaining components from numerous leading technology companies and utilizing various contract manufacturers. We also believe that our focus on the manufacturability of our product designs helps us to increase our productivity while reducing our product costs. We believe that this ability to offer a broad range of products represents a competitive advantage over other third-party manufacturers of wireless infrastructure equipment.

If we are unsuccessful in designing new products, improving existing products or reducing the costs of our products, our inability to meet these objectives would have a negative effect on our gross profit margins, business, financial condition and results of operations. In addition, if our outstanding customer orders were to be significantly reduced, the resulting loss of purchasing volume would also adversely affect our cost competitive advantage, which would negatively affect our gross profit margins, business, financial condition and results of operations. See “Our average sales prices have declined…; and We may fail to develop products that are sufficiently manufacturable…” under Part I, Item 1A, Risk Factors.

Markets

As a global supplier of end-to-end wireless solutions for wireless communication networks, our business consists of the design, manufacture, marketing and sale of products to improve coverage, capacity and data speed in wireless communication networks, including antennas, boosters, combiners, cabinets, shelters, filters, radio frequency power amplifiers, remote radio head transceivers, repeaters, tower-mounted amplifiers and advanced coverage solutions. These products are utilized in major wireless networks throughout the world that support voice and data communications by use of cell phones and other wireless communication devices. We sell such products to both original equipment manufacturers, who incorporate our products into their proprietary base stations (which they then sell to wireless network operators), and directly to individual wireless network operators for deployment into their existing networks.

Our business depends upon the worldwide demand for wireless communication networks and the corresponding infrastructure spending by wireless network operators to support this demand. Today, the majority of the wireless network operators offer wireless voice and data services on what are commonly referred to as 2G, 2.5G or 3G networks. These wireless networks utilize common transmission protocols including Code Division Multiple Access or CDMA and Global System for Mobile or GSM, both of which define different standards for transmitting voice and data within wireless networks. Within these transmission protocols, there are various improvements available to increase the speed of data transmission or to increase the amount of voice capacity in the network. These types of improvements are generally referred to as 2.5G and include upgrades to GSM such as General Packet Radio Service or GPRS and Enhanced Data rates for Global Evolution or EDGE. For CDMA networks, various upgrades are referred to as CDMA 1x, CDMA 2000 and CDMA EV/DO.

The latest major generation of wireless voice and data transmission protocols is commonly referred to as 3G. These transmission protocols provide significantly higher data rate transmission, with significant additional voice capacity and the ability to transmit high capacity information, such as video and internet access. The major 3G transmission protocol is known as Wideband Code Division Multiple Access or WCDMA. This protocol is being utilized in the next generation of GSM networks, which are referred to as Universal Mobile Telecommunication Systems or UMTS.

There continue to be new generations of wireless voice and data transmission protocols, with some of the latest commonly referred to as 4G. These future protocols have not been widely deployed, and in some cases the full specifications have yet to be fully agreed upon by the various standard-setting bodies that establish and formalize such protocols. Examples of these types of 4G protocols are Worldwide Interoperability for Microwave Access (or WiMAX) and Long Term Evolution (or LTE).

Principal Product Groups

We divide our wireless communications business into the following product groups:

Antenna Systems

This product group includes base station antennas and tower-mounted amplifiers. We offer an extensive line of base station antennas which cover all major radio frequency bands including cellular, PCS, 3G and 4G bands. Our products also support all major wireless transmission protocols. Our base station antenna products include single, dual and triple-band solutions based on proprietary technology in a variety of sizes. We also offer remote-adjustable electrical tilt antennas which provide remote control and monitoring capabilities.

We also manufacture a full line of tower-mounted amplifiers which improve wireless network performance by filtering and amplifying as close as possible to the receiving antenna, thus significantly reducing signal loss and noise. Our tower-mounted amplifier products cover all major wireless frequency ranges and transmission protocols.

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Base Station Subsystems

This product group includes products that are installed into or around the base station of wireless networks and includes products such as boosters, combiners, filters, radio frequency power amplifiers, VersaFlex cabinets and radio transceivers.

We offer both single and multi-carrier radio frequency power amplifiers for use in all major global frequency bands including cellular, PCS, 3G and 4G bands, supporting all major transmission protocols. Typical system applications include CDMA, CDMA 2000, WCDMA, GSM, EDGE, and UMTS protocols with output power ranging from 10 to 180 Watts.

In addition, we produce filters which can improve the signal transmission for both up and down link as well as help to reduce out of band performance. Our filters cover all major global frequency bands. Along with filters, we provide radio frequency power combiners which allow for the connecting of multiple radio frequency power signals.

We also provide a range of integrated radio solutions. These integrated radio solutions offer new alternative approaches to providing lower-cost base station solutions. One current product offering is the digital remote radio head transceiver, which provides operators the ability to partition the radio transceiver, power amplifier and duplexer in a remote chassis, which can then be co-located near the antenna to minimize signal loss over the traditional antenna path. The digital remote radio head utilizes base band (I/Q) signals from the output of the modem via fiber optic cables which offer improved performance over distance versus traditional cables. This next generation technology offers significant potential cost reduction opportunities, and we have been publicly recognized as a leading innovator in this product segment.

Coverage Solutions

This product group consists primarily of distributed antenna systems, repeaters and advanced coverage solutions. Our distributed antenna systems solutions provide the equipment to co-locate multiple wireless operators on multiple frequency bands within a single location, while allowing each operator to maintain full control over parameters critical to its network’s performance. These systems are custom designed by us for use in convention centers, airports, transportation centers, dense urban business districts and business campuses. These custom designed antenna systems are designed to be readily connected to base station equipment, thereby reducing installation costs.

Our repeater systems are utilized in wireless communications networks to improve signal quality where physical structures or geographic constraints result in low radio frequency signal strength. They can also be utilized as a low-cost alternative to base stations in areas where coverage is more critical than capacity. These products can be used for both single and multiple-operator applications. Our systems are available in a wide frequency range from 700 MHz to 2600 MHz, support all major transmission protocols, and have features and functions that allow network operators to remotely monitor and adjust these systems.

Our advanced coverage solutions provide an integrated team of radio frequency and system engineers to design and implement wireless coverage applications utilizing our coverage solutions products. We provide advanced coverage engineers to design the right solution for any type of wireless coverage issue. Based upon our design, we will oversee installation and operation of the chosen coverage solution. The types of sites utilizing our services include convention centers, airports, subways, hotels, office buildings, and various locations where traditional wireless service coverage is not available.

Customers

We sell our products to customers worldwide, including a variety of wireless original equipment manufacturers, such as Alcatel-Lucent, Ericsson, Huawei, Motorola, Nokia Siemens and Samsung. We also sell our products to operators of wireless networks, such as AT&T, Bouygues, Orange, Sprint, T-Mobile, Verizon Wireless and Vodafone.

For fiscal 2009, our largest customer, Nokia Siemens, accounted for approximately 34% of our sales. No other customer accounted for more than 10% of our sales for 2009. The loss of this customer, or a significant loss, reduction or rescheduling of orders from any of our customers, would have a material adverse effect on our business, financial condition and results of operations. See “We rely upon a few customers for the majority of our revenues…” under Part I, Item 1A, Risk Factors.

Marketing and Distribution, International Sales

We sell our products through a highly technical direct sales force, through independent sales representatives and, in certain countries, through resellers. Direct sales personnel are assigned to geographic territories and, in addition to sales responsibilities, may manage selected independent sales representatives. We utilize a network of independent sales representatives selected for their familiarity with our potential customers and their knowledge of the wireless infrastructure equipment market. Our direct

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sales personnel, resellers and independent sales representatives generate product sales, provide product and customer service, and provide customer feedback for product development. In addition, our sales personnel, resellers and independent sales representatives receive support from our marketing, product support and customer service departments.

Our marketing efforts are focused on establishing and developing long-term relationships with potential customers. The initial sales cycle for many of our products is lengthy, typically ranging from six to eighteen months. Our customers typically conduct significant technical evaluations of our products before making purchase commitments. In addition, as is customary in the industry, sales are made through standard purchase orders that can be subject to cancellation, postponement or other types of delays. While certain customers provide us with estimated forecasts of their future requirements, they are not typically bound by these forecasts.

International sales (excluding North American sales) of our products approximated 73%, 70% and 73% of net sales for the fiscal years ended January 3, 2010, December 28, 2008 and December 30, 2007, respectively. Foreign sales of some of our products may be subject to national security and export regulations and may require us to obtain a permit or license. In recent years, we have not experienced any significant difficulties in obtaining required permits or licenses. International sales also subject us to risks related to political upheaval and economic downturns in foreign countries and regions. Because a large percentage of our foreign customers typically pay for our products with U.S. Dollars, a strengthening of the U.S. Dollar as compared to a foreign customer’s local currency would effectively increase the cost of our products for that customer, thereby making our products less attractive to these customers. See “We conduct a significant portion of our business internationally…” under Part I, Item 1A, Risk Factors.

Service and Warranty

We offer warranties of various lengths which differ by customer and product type and typically cover defects in materials and workmanship. We perform warranty obligations and other maintenance services for our products in the United States, Estonia, China, Thailand, the United Kingdom, and at our contract manufacturing locations.

Product Development

We invest significant resources in the research and development of new products within our wireless communications product area. This includes significant resources in the development of new products to support third generation protocols such as WCDMA, HSDPA, TD-SCDMA and CDMA 2000. We also support fourth generation protocols such as WiMAX and LTE. Our development efforts also seek to reduce the cost and increase the manufacturing efficiency of both new and existing products. Our total research and development staff consisted of 397 employees and 19 contract staff as of January 3, 2010. Expenditures for research and development approximated $58.9 million in 2009, $77.7 million in 2008 and $85.0 million in 2007. See “The wireless communications infrastructure equipment industry is extremely competitive.; and If we are unable to hire and retain highly qualified technical and managerial personnel…” under Part I, Item 1A, Risk Factors.

Competition

The wireless communications infrastructure equipment industry is extremely competitive and characterized by rapid technological change, new product development, rapid product obsolescence, evolving industry standards and significant price erosion over the life of a product. Our products compete on the basis of the following key characteristics: performance, functionality, reliability, pricing, quality, designs that can be efficiently manufactured in large volumes, time-to-market delivery capabilities and compliance with industry standards. While we believe that we compete favorably with respect to these characteristics, there is no assurance that we will be able to continue to do so.

Our current competitors include ADC Telecommunications, Inc., CommScope, Inc., Fujitsu Limited, Hitachi Kokusai Electric Inc., Japan Radio Co., Ltd., Kathrein-Werke KG, Mitsubishi Electric Corporation and Radio Frequency Systems. We also compete with a number of other foreign and privately-held companies throughout the world, subsidiaries of certain multinational corporations and, more importantly, the captive design and manufacturing operations within certain leading wireless infrastructure original equipment manufacturers such as Alcatel-Lucent, Ericsson, Huawei, Motorola, Nokia Siemens and Samsung. Some competitors have significantly greater financial, technical, manufacturing, sales, marketing and other resources than us and have achieved greater name recognition for their products and technologies than we have. We cannot guarantee we will be able to successfully increase our market penetration or our overall share of the wireless communication infrastructure equipment marketplace. Our business, financial condition and results of operations could be adversely impacted if we are unable to effectively increase our share of the marketplace.

Our success depends in large part upon the rate at which wireless infrastructure original equipment manufacturers incorporate our products into their systems. We believe that a substantial portion of the present worldwide production of various infrastructure components is captive within the internal manufacturing operations of a small number of leading

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original equipment wireless infrastructure manufacturers such as Alcatel-Lucent, Ericsson, Huawei, Motorola, Nokia Siemens and Samsung. In addition, most large wireless infrastructure original equipment manufacturers maintain internal design capabilities that may compete directly with our products and our own designs. Many of our customers internally design and/or manufacture their own components rather than purchase them from third-party vendors such as Powerwave. Many of our customers also continuously evaluate whether to manufacture their own components or whether to utilize contract manufacturers to produce their own internal designs. Some of our customers regularly produce or design products in an attempt to replace products sold by us. We believe that this practice will continue. In the event that a customer manufactures or designs their own products, such customer could reduce or eliminate its purchase of our products, which would result in reduced revenues and would adversely impact our business, financial condition and results of operations. Wireless infrastructure equipment manufacturers with internal manufacturing capabilities, including many of our customers, could also sell such products externally to other manufacturers, thereby competing directly with us. One example of this is Alcatel-Lucent, which owns Radio Frequency Systems. If, for any reason, our customers decide to produce their products internally, increase the percentage of their internal production, require us to participate in joint venture manufacturing with them or compete directly against us, our revenues would decrease which would adversely impact our business, financial condition and results of operations.

We have experienced significant price competition as well as price erosion and we expect price competition in the sale of our products to increase. Our competitors may develop new technologies or enhancements to existing products or introduce new products that will offer superior price or performance features. We expect our competitors to offer new and existing products at prices necessary to gain or retain market share. Certain of our competitors have substantial financial resources which may enable them to withstand sustained price competition or a market downturn better than us. In addition, many of our customers will continue to demand price reductions. If we cannot reduce the cost of our products or dissuade our customers from requiring price reductions, our business and results of operations may be adversely impacted. There can be no assurance that we will be able to compete successfully in the pricing of our products in the future.

Backlog

Our twelve-month backlog of orders on January 3, 2010 was estimated at $76.7 million as compared to approximately $73.9 million on December 28, 2008. In our reported backlog, we only include the accepted product purchase orders with respect to which a delivery schedule has been specified for product shipment within twelve months. Because the majority of our customers do not place long lead time orders for our products, our backlog does not reflect our expectations of future orders and has not been indicative of our future revenue.

Product orders in our backlog frequently are subject to changes in delivery schedules or to cancellation at the option of the purchaser without significant penalty. While we regularly review our backlog of orders to ensure that it adequately reflects product orders expected to be shipped within a twelve-month period, we cannot make any guarantee that such orders will actually be shipped or that such orders will not be delayed or canceled in the future. We make regular adjustments to our backlog as customer delivery schedules change and in response to changes in our production schedule. Accordingly, we stress that backlog as of any particular date should not be considered a reliable indicator of sales for any future period and our revenues in any given period may depend substantially on orders placed in that period.

Manufacturing and Suppliers

Our manufacturing process involves the assembly of numerous individual components and precise fine-tuning by production technicians. The parts and materials used by us and our contract manufacturers consist primarily of printed circuit boards, specialized subassemblies, fabricated housings, relays and small electric circuit components, such as integrated circuits, semiconductors, resistors and capacitors.

We operate company-owned manufacturing locations and utilize contract manufacturers for a portion of our finished goods manufacturing activities. We also rely extensively on contract manufacturers to supply printed circuit boards, which are key components of many of our products. We currently have manufacturing operations in China, Estonia, Thailand and the United States. In addition, we utilize contract manufacturers to produce products or key components of products in Europe, Asia and the United States. During 2008, we closed our manufacturing facility in Salisbury, Maryland and transferred production activities to Asia and to our location in Santa Ana, California. Beginning in the fourth quarter of 2008, we began to discontinue manufacturing operations in Finland, transferring the activities to Asia and to our contract manufacturing partners. This was completed in 2009. During the second half of 2009, we added a new manufacturing facility in Thailand, which was fully operational in the fourth quarter of 2009. The new Thailand facility took over production that was previously done at a contract manufacturer located in Thailand.

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Because of our reliance on contract manufacturers for product and certain components in the products, our manufacturing, the cost, quality, performance and availability of our contract manufacturing operations are, and will continue to be, essential to the successful production and sale of our products. Any delays in the ramp-up of our production lines at contract manufacturers, delays in obtaining production materials or any delays in the qualification by our customers of the contract manufacturer facilities and the products produced there, could cause us to miss customer agreed product delivery dates. Similarly, the inability of our contract manufacturers to meet production schedules or produce products in accordance with the quality and performance standards established by us or our customers could also cause us to miss customer agreed product delivery dates. In addition, the cost, quality, performance and availability at our company-operated manufacturing facilities is also essential to the successful production and sale of our products. Any delays in the ramp-up of production lines at our plants, delays in obtaining production materials or any delays in the qualification by our customers of our facilities and the products produced there, could cause us to miss customer agreed product delivery dates. Any failure to meet customer agreed delivery dates could result in lost revenues due to customer cancellations, potential financial penalties payable by us to our customers and additional costs to expedite products or production schedules.

Our manufacturing, production and design operations are ISO 9001, ISO 14001, TL-9000 and TickIT-5 certified. ISO refers to the quality model developed by the International Organization for Standardization. TL refers to the set of quality system requirements that are specific to the telecommunications industry. TickIT refers to the set of quality standards that are specific to the software industry. Numerous customers and potential customers throughout the world, particularly in Europe, require that their suppliers be ISO certified. In addition, many customers require that their suppliers purchase components only from subcontractors that are ISO certified. We require that all of our contract manufacturers maintain ISO and/or TL certifications.

A number of the parts used in our products are available from only one, or a limited number of, outside suppliers due to unique component designs, as well as certain quality and performance requirements. To take advantage of volume pricing discounts, we, along with our contract manufacturers, purchase certain customized components from single or limited sources. We have experienced, and expect to continue to experience, shortages of single-source and limited-source components. Shortages have compelled us to adjust our product designs and production schedules and have caused us to miss customer requested delivery dates. If single-source or limited-source components are unavailable in sufficient quantities, are discontinued or are available only on unsatisfactory terms, we would be required to purchase comparable components from other sources and “re-tune” our products to function with the replacement components. We may also be required to redesign our products to use other components, either of which could delay production and delivery of our products. If production and delivery of our products are delayed and we are unable to meet the agreed upon delivery dates of our customers, these delays could result in lost revenues due to customer cancellations, as well as potential financial penalties payable to our customers. Any such loss of revenue or financial penalties would have a material adverse effect on our financial condition and results of operations.

Our reliance on certain single-source and limited-source components exposes us to quality control issues if these suppliers experience a failure in their production process or otherwise fail to meet our quality requirements. A failure in single-source or limited-source components or products could force us to repair or replace a product utilizing replacement components. If we cannot obtain comparable replacements or effectively re-tune or redesign our products, we could lose customer orders or incur additional costs, which could have a material adverse effect on our gross margins and results of operations.

We believe that the production facilities that we utilize, including those owned by our contract manufacturers, are in good condition, well maintained and not currently in need of any major investment.

Intellectual Property

We rely upon trade secrets and patents to protect our intellectual property. We execute confidentiality and non-disclosure agreements with our employees and suppliers and limit access to, and distribution of, our proprietary information. We have an on-going program to identify and file applications for both U.S. and foreign patents for various aspects of our technology. We currently own 211 U.S. patents and 457 foreign patents, and we have pending applications for 83 additional U.S. patents and 395 additional foreign patents. All of these efforts, along with the knowledge and experience of our management and technical personnel, strengthen our ability to market our existing products and to develop new products. The departure of any of our management or technical personnel, the breach of their confidentiality and non-disclosure obligations to us, or the failure to achieve our intellectual property objectives may have a material adverse effect on our business, financial condition and results of operations.

We believe that our success depends upon the knowledge and experience of our management and technical personnel, our ability to market our existing products and our ability to develop new products. We do not have non-compete agreements with our employees who generally are employed on an “at-will” basis. Therefore, employees have left and may continue to leave us and go to work for competitors. While we believe that we have adequately protected our proprietary technology and

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taken all legal measures to protect it, we will continue to pursue all reasonable means available to protect it and to prohibit the unauthorized use of our proprietary technology. In spite of our efforts, the use of our processes by a competitor could have a material adverse effect on our business, financial condition and results of operations.

Our ability to compete successfully and achieve future revenue growth will depend, in part, on our ability to protect our proprietary technology and operate without infringing upon the rights of others. We may not be able to successfully protect our intellectual property, or our intellectual property or proprietary technology may otherwise become known or be independently developed by competitors. In addition, the laws of certain countries in which our products are or may be sold or manufactured may not protect our products and intellectual property rights to the same extent as the laws of the United States.

The inability to protect our intellectual property and proprietary technology could have a material adverse effect on our business, financial condition and results of operations. We have received third party claims of infringement in the past and have been able to resolve such claims without having a material impact on our business. As the number of patents, copyrights and other intellectual property rights in our industry increases, and as the coverage of these rights and the functionality of the products in the market further overlap, we believe that we, along with other companies in our industry, may face more frequent infringement claims. Such litigation or claims of infringement could result in substantial costs and diversion of resources and could have a material adverse effect on our business, financial condition and results of operations. A third-party claiming infringement may also be able to obtain an injunction or other equitable relief, which could effectively block our ability or our customers’ ability to distribute, sell or import allegedly infringing products. If it appears necessary or desirable, we may seek licenses from third parties covering intellectual property that we are allegedly infringing upon. No assurance can be given that any such licenses could be obtained on terms acceptable to us, if at all. The failure to obtain the necessary licenses or other rights could have a material adverse effect on our business, financial condition and results of operations.

Employees

As of January 3, 2010, we had 2,256 full and part-time employees, including 1,126 in manufacturing, 258 in quality, 195 in supply chain, 397 in research and development, 110 in sales and marketing and 170 in general and administration. We believe that we have good relations with our employees.

Contract Personnel

We utilize contract personnel hired from third-party agencies. As of January 3, 2010, we were utilizing approximately 765 contract personnel, primarily in our manufacturing operations.

How to Obtain Powerwave SEC Filings

All reports filed by Powerwave with the SEC are available free of charge via EDGAR through the SEC website at www.sec.gov. In addition, the public may read and copy materials filed by the Company with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Powerwave also provides copies of its Forms 8-K, 10-K, 10-Q, Proxy Statement and Annual Report at no charge to investors upon request and makes electronic copies of its most recently filed reports available through its website at www.powerwave.com as soon as reasonably practicable after filing such material with the SEC.

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ITEM 1A. RISK FACTORS

Our business faces significant risks. The risks described below may not be the only risks we face. Additional risks that we do not yet know of or that we currently think are immaterial also may impair our business operations. If any of the events or circumstances described in the following risks actually occur, our business, financial condition and results of operation could suffer, and the trading price of our Common Stock could decline, and you may lose all or a part of your investment.

Risks Related to the Business

We rely upon a few customers for the majority of our revenues and the loss of any one or more of these customers, or a significant loss, reduction or rescheduling of orders from any of these customers, would have a material adverse effect on our business, financial condition and results of operations.

We sell most of our products to a small number of customers, and while we are continually seeking to expand our customer base, we expect this will continue. For the fiscal year ended January 3, 2010, sales to Nokia Siemens accounted for approximately 34% of our sales. Nokia Siemens accounted for approximately 31% of our revenues in 2008, and Alcatel-Lucent accounted for approximately 17% of our revenues in fiscal 2008. During fiscal 2009, our sales to Alcatel-Lucent declined below 10% of our revenues. Any decline in business with our original equipment manufacturer customers, including Nokia Siemens and Alcatel-Lucent, will have an adverse impact on our business, financial condition and results of operations. For fiscal 2009, our total sales declined by 36% compared with fiscal 2008. During this same period, our sales to Nokia Siemens declined approximately 30% which has had a negative impact on our business and results of operations. Our future success is dependent upon the continued purchases of our products by a small number of customers such as Nokia Siemens, Alcatel-Lucent, other original equipment manufacturers and network operator customers. Any fluctuations in demand from such customers or other customers will negatively impact our business, financial condition and results of operations. If we are unable to broaden our customer base and expand relationships with major wireless original equipment manufacturers and major operators of wireless networks, our business will continue to be impacted by unanticipated demand fluctuations due to our dependence on a small number of customers. Unanticipated demand fluctuations can have a negative impact on our revenues and business, and an adverse effect on our business, financial condition and results of operations. In addition, our dependence on a small number of major customers exposes us to numerous other risks, including:

• a slowdown or delay in deployment of wireless networks by any one or more customers could significantly reduce demand for our products;

• reductions in a single customer’s forecasts and demand could result in excess inventories;

• the current economic crisis could negatively affect one or more of our major customers and cause them to significantly reduce operations, or file for bankruptcy;

• consolidation of customers can reduce demand as well as increase pricing pressure on our products due to increased purchasing leverage;

• each of our customers has significant purchasing leverage over us to require changes in sales terms including pricing, payment terms and product delivery schedules;

• direct competition should a customer decide to increase its level of internal designing and/or manufacturing of wireless communication network products; and

• concentration of accounts receivable credit risk, which could have a material adverse effect on our liquidity and financial condition if one of our major customers declared bankruptcy or delayed payment of their receivables.

Our operating results have been adversely impacted by the worldwide economic crisis and credit tightening.

Beginning in the fourth quarter of 2008, worldwide economic conditions significantly deteriorated due to the credit crisis and other factors, including slower economic activity, recessionary concerns, increased energy costs, decreased consumer confidence, reduced corporate profits, reduced or canceled capital spending, adverse business conditions and liquidity concerns. Our revenues declined approximately 21% in the fourth quarter of 2009 when compared to the fourth quarter of 2008. All of these factors combined are having a negative impact on the availability of financial capital which is contributing to a reduction in demand for infrastructure in the wireless communication market. These conditions make it difficult for our customers and vendors to accurately forecast and plan future business activities, causing domestic and foreign businesses to slow or suspend spending on our products and services. As customers face this challenging economic time, they are finding it difficult to gain sufficient credit in a timely manner, which has resulted in an impairment of their ability to place orders with us or to make timely payments to us for previous purchases. If this continues to occur, our revenues will be further reduced, thereby having a negative impact on our business, financial condition and results of

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operations. In addition, we may be forced to increase our allowance for doubtful accounts and our days of sales outstanding may increase significantly, which would have a negative impact on our cash position, liquidity and financial condition. We cannot predict the magnitude, timing or duration of this economic recession or its impact on the wireless industry.

We have previously experienced significant reductions in demand for our products by certain customers and if this continues, our operating results will be adversely impacted.

We have a history of significant unanticipated reductions in demand that demonstrate the risks related to our customer and industry concentration levels. While our revenues have increased at times during fiscal years 2005, 2006, 2007 and 2008, a significant portion of this increase was due to our various acquisitions. During fiscal year 2009, the global economic crisis and related recession continued to have an impact on our customers and their demand for our products. We currently anticipate that our customers may continue to reduce their demand for wireless infrastructure products in the near term, thereby negatively impacting all companies within our industry. This possible reduction in demand would have a negative impact on our business, financial condition and results of operations.

Also, in the past we have experienced significant unanticipated reductions in wireless network operator demand as well as significant delays in demand for 3G and 4G, or next generation service based products, due to the high projected capital cost of building such networks and market concerns regarding the inoperability of such network protocols. In combination with these market issues, a majority of wireless network operators have in the past regularly reduced their capital spending plans in order to improve their overall cash flow. There is a substantial likelihood that the global economic recession will continue throughout 2010 and potentially into 2011, thereby having a negative impact on network operator deployment spending plans. The impact of any future reduction in capital spending by wireless network operators, coupled with any delays in deployment of wireless networks, will result in reduced demand for our products, which will have a material adverse effect on our business.

We will need additional capital in the future and such additional financing may not be available on favorable terms or at all.

As of January 3, 2010, we had approximately $63.0 million of cash, with $2.6 million of it restricted. We cannot provide any guarantee that we will generate sufficient cash in the future to maintain or grow our operations over the long-term. We rely upon our ability to generate positive cash flow from operations to fund our business. If we are not able to generate positive cash flow from operations, we may need to utilize sources of financing such as our Credit Agreement or other sources of cash. While our Credit Agreement provides us with additional sources of liquidity, we may need to raise additional funds through public or private debt or equity financings in order to fund existing operations or to take advantage of opportunities, including more rapid international expansion or acquisitions of complementary businesses or technologies. In addition, if our business further deteriorates, we might be unable to maintain compliance with the covenants in our Credit Agreement which could result in reduced availability under the Credit Agreement or an event of default under the Credit Agreement, or could make the Credit Agreement unavailable to us. If we are not successful in growing our businesses, reducing our inventories and accounts receivable and managing the worldwide aspects of our Company, our operations may not generate positive cash flow, and we may consume our cash resources faster than we anticipate. Such losses would make it difficult to obtain new sources of financing. In addition, if we do not generate sufficient cash flow from operations, we may need to raise additional funds to repay our $280.9 million of remaining outstanding convertible subordinated debt that we issued in 2004 and 2007. The holders of this convertible subordinated debt may require us to repurchase $130.9 million in outstanding debt issued in 2004 on November 15, 2011 and $150.0 million in outstanding debt issued in 2007 on October 1, 2014. Our ability to secure additional financing or sources of funding is dependent upon numerous factors, including the current outlook of our business, our credit rating and the market price of our Common Stock, all of which are directly impacted by our ability to increase revenues and generate profits. In addition, the availability of new financing is dependent upon functioning debt and equity markets with financing available on reasonable terms. Given the recent credit crisis, there can be no guarantee that such a market would be available to us. If such a market is not available, we may be unable to raise new financing, which would negatively impact our business and possibly impact our ability to maintain operations as presently conducted.

Our ability to increase revenues and generate profits is subject to numerous risks and uncertainties including the likelihood of decreased revenues in the current macroeconomic environment. Any significant decrease in our revenues or profitability could reduce our operating cash flows and erode our existing cash balances. Our ability to reduce our inventories and accounts receivable and improve our cash flow is dependent on numerous risks and uncertainties, and if we are not able to reduce our inventories, we will not generate the cash required to operate our business. Our ability to secure additional financing is also dependent upon not only our business profitability, but also the credit markets, which have recently become highly constrained due to credit concerns arising from the subprime mortgage lending market and subsequent worldwide economic recession. If we are unable to secure additional financing or such financing is not available on acceptable terms, we may not be able to fund our operations, otherwise respond to unanticipated competitive pressures, or repay our convertible debt.

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We may be adversely affected by the bankruptcy of our customers.

One of our original equipment manufacturer customers, Nortel, filed for bankruptcy protection in the first quarter of 2009, and in the third quarter of 2009, they received government approval of the sale of their assets. Given the current economic climate, it is possible that one or more of our other customers will suffer significant financial difficulties, including potentially filing for bankruptcy protection. In such an event, the demand for our products from these customers may decline significantly or cease completely. We cannot guarantee that we will be able to continue to generate new demand to offset any such reductions from existing customers. If we are unable to continue to generate new demand, our revenues will decrease and our business, financial condition and results of operations will be negatively impacted.

We may not successfully evaluate the creditworthiness of our customers. While we maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments, greater than anticipated nonpayment and delinquency rates could harm our financial results and liquidity. Given the current global economic recession, there are potential risks of greater than anticipated customer defaults. If the financial condition of any of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances would be required and would negatively impact our business, financial condition and results of operations.

We may incur unanticipated costs as we complete the restructuring of our business.

We have previously encountered difficulties and delays in integrating and consolidating operations which have had a negative impact on our business, financial condition and results of operations. The failure to successfully integrate these operations could undermine the anticipated benefits and synergies of the restructuring, which could adversely affect our business, financial condition and results of operations. The anticipated benefits and synergies of our restructurings relate to cost savings associated with operational efficiencies and greater economies of scale. However, these anticipated benefits and synergies are based on projections and assumptions, not actual experience, and assume a smooth and successful integration of our business.

We may need to undertake restructuring actions in the future.

We have previously recognized restructuring charges in response to slowdowns in demand for our products and in conjunction with cost cutting measures and measures to improve the efficiency of our operations. As a result of economic conditions, we may need to initiate additional restructuring actions that could result in restructuring charges that could have a material impact on our business, financial condition and results of operations. Such potential restructuring actions could include cash expenditures that would reduce our available cash balances, which would have a negative impact on our business.

The potential for increased commodity and energy costs may adversely affect our business, financial condition and results of operations.

The world economy has experienced significant fluctuations in the price of oil and energy during 2008 and 2009. Such fluctuations resulted in significant price increases which translated into higher freight and transportation costs and, in certain cases, higher raw material supply costs. These higher costs negatively impacted our production costs. We were not able to pass on these higher costs to our customers, and if we insist on raising prices, our customers may curtail their purchases from us. The costs of energy and items directly related to the cost of energy will fluctuate due to factors that may not be predictable, such as the economy, political conditions and the weather. Further increases in energy prices or the onset of inflationary pressures could negatively impact our business, financial condition and results of operations.

We have experienced, and will continue to experience, significant fluctuations in sales and operating results from quarter to quarter.

Our quarterly results fluctuate due to a number of factors, including:

• the lack of obligation by our customers to purchase their forecasted demand for our products;

• costs associated with restructuring activities, including severance, inventory obsolescence and facility closure costs;

• variations in the timing, cancellation, or rescheduling of customer orders and shipments;

• costs associated with consolidating acquisitions;

• high fixed expenses that increase operating expenses, especially during a quarter with a sales shortfall;

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• product failures and associated warranty and in-field service support costs; and

• discounts given to certain customers for large volume purchases.

We have regularly generated a large percentage of our revenues in the last month of a quarter. Because we attempt to ship products quickly after we receive orders, we may not always have a significant backlog of unfilled orders at the start of each quarter and we may be required to book a substantial portion of our orders during the quarter in which these orders ship. Our major customers generally have no obligation to purchase forecasted amounts and may cancel orders, change delivery schedules or change the mix of products ordered with minimal notice and without penalty. As a result, we may not be able to accurately predict our quarterly sales. Because our expense levels are partially based on our expectations of future sales, our expenses may be disproportionately large relative to our revenues, and we may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Any shortfall in sales relative to our quarterly expectations or any delay of customer orders would adversely affect our business, financial condition and results of operations.

Order deferrals and cancellations by our customers, declining average sales prices, changes in the mix of products sold, delays in the introduction of new products and longer than anticipated sales cycles for our products have adversely affected our business, financial condition and results of operations in the past. Despite these factors, we, along with our contract manufacturers, maintain significant finished goods, work-in-progress and raw materials inventory to meet estimated order forecasts. If our customers purchase less than their forecasted orders or cancel or delay existing purchase orders, there will be higher levels of inventory that face a greater risk of obsolescence. If our customers choose to purchase products in excess of the forecasted amounts or in a different product mix, there might be inadequate inventory or manufacturing capacity to fill their orders.

Due to these and other factors, our past results are not reliable indicators of our future performance. Future revenues and operating results may not meet the expectations of market analysts or investors. In either case, the price of our Common Stock could be materially adversely affected.

Our average sales prices have declined, and we anticipate that the average sales prices for our products will continue to decline and negatively impact our gross profit margins.

Wireless service providers are continuing to place pricing pressure on wireless infrastructure manufacturers, which in turn, has resulted in lower selling prices for our products, with certain competitors aggressively reducing prices in an effort to increase their market share. The consolidation of original equipment manufacturers such as Alcatel-Lucent and Nokia Siemens is concentrating purchasing power at the surviving entities, placing further pricing pressures on the products we sell to such customers. Moreover, the current economic downturn has caused wireless service providers to become more aggressive in demanding price reductions as they attempt to reduce costs. As a result, we are forced to further reduce our prices to such customers, which has had a negative impact on our business, financial condition and results of operations. If we do not agree to lower our prices as some customers request, those customers may stop purchasing our products, which would significantly impact our business. We believe that the average sales prices of our products will continue to decline for the foreseeable future. The weighted average sales price for our products declined approximately 2% to 11% from fiscal 2008 to fiscal 2009 and we expect that this will continue going forward. Since wireless infrastructure manufacturers frequently negotiate supply arrangements far in advance of delivery dates, we must often commit to price reductions for our products before we know how, or if, we can obtain such cost reductions. With ongoing consolidation in our industry, the increased size of many of our customers allows them to exert greater pressure on us to reduce prices. In addition, average sales prices are affected by price discounts negotiated without firm orders for large volume purchases by certain customers. To offset declining average sales prices, we must reduce manufacturing costs and ultimately develop new products with lower costs or higher average sales prices. If we cannot achieve such cost reductions or increases in average selling prices, our gross margins will decline.

Our suppliers, contract manufacturers or customers could become competitors.

Many of our customers, particularly our original equipment manufacturer customers, internally design and/or manufacture their own wireless communications network products. These customers also continuously evaluate whether to manufacture their own wireless communications network products or utilize contract manufacturers to produce their own internal designs. Certain of our customers regularly produce or design wireless communications network products in an attempt to replace products manufactured by us. In addition, some customers threaten to undertake such activities if we do not agree to their requested price reductions. We believe that these practices will continue. In the event that our customers manufacture or design their own wireless communications network products, these customers might reduce or eliminate their purchases of our products, which would result in reduced revenues and would adversely impact our business, financial condition and results of operations. Wireless infrastructure equipment manufacturers with internal manufacturing capabilities, including many of our customers, could also sell wireless communications network products externally to other manufacturers, thereby competing directly with us. In addition, our suppliers or contract manufacturers may decide to

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produce competing products directly for our customers and, effectively, compete against us. If, for any reason, our customers produce their wireless communications network products internally, increase the percentage of their internal production, require us to participate in joint venture manufacturing with them, require us to reduce our prices, engage our suppliers or contract manufacturers to manufacture competing products, or otherwise compete directly against us, our revenues would decrease, which would adversely impact our business, financial condition and results of operations.

Our success is tied to the growth of the wireless services communications market and our future revenue growth is dependent upon the expected increase in the size of this market.

Our revenues come from the sale of wireless communications network products and coverage solutions. Our future success depends solely upon the growth and increased availability of wireless communications services. Wireless communications services may not grow at a rate fast enough to create demand for our products, as we have experienced periodically throughout the past six years. Some of our network operator customers rely on credit to finance the build-out or expansion of their wireless networks. The current credit environment and the worldwide economic recession resulted in lower revenues in fiscal 2009 and will likely result in a reduction of demand from some of our customers in the near term. Another example of unanticipated reductions was during fiscal 2006 and into fiscal 2007, when a major North American wireless network operator significantly reduced demand for new products. In addition, during the same period, several major equipment manufacturers began a process of consolidating their operations, which significantly reduced their demand for our products. This reduced spending on wireless networks had a negative impact on our operating results. If wireless network operators delay or reduce levels of capital spending, our business, financial condition and results of operations would be negatively impacted.

Our reliance on contract manufacturers exposes us to risks of excess inventory or inventory carrying costs.

We use contract manufacturers to produce printed circuit boards for our products, and in certain cases, to manufacture finished products. If our contract manufacturers are unable to respond in a timely fashion to changes in customer demand, we may be unable to produce enough products to respond to sudden increases in demand, resulting in lost revenues. Alternatively, in the case of order cancellations or decreases in demand, we may be liable for excess or obsolete inventory or cancellation charges resulting from contractual purchase commitments that we have with our contract manufacturers. We regularly provide rolling forecasts of our requirements to our contract manufacturers for planning purposes, pursuant to our agreements, a portion of which is binding upon us. Additionally, we are committed to accept delivery on the forecasted terms for a portion of the rolling forecast. Cancellations of orders or changes to the forecasts provided to any of our contract manufacturers may result in cancellation costs payable by us. In the past, we have been required to take delivery of materials from our suppliers and subcontractors that were in excess of our requirements, and we have previously recognized charges and expenses related to such excess material. We expect that we will incur such costs in the future.

By using contract manufacturers, our ability to directly control the use of all inventories is reduced since we do not have full operating control over their operations. If we are unable to accurately forecast demand for our contract manufacturers and manage the costs associated with our contract manufacturers, we may be required to purchase excess inventory and incur additional inventory carrying costs. If we or our contract manufacturers are unable to utilize such excess inventory in a timely manner, and are unable to sell excess components or products due to their customized nature, our business, financial condition and results of operations would be negatively impacted.

Future additions to, or consolidations of manufacturing operations may present risks, and we may be unable to achieve the financial and strategic goals associated with such actions.

We have previously added new manufacturing locations, as well as consolidated existing manufacturing locations in an attempt to achieve operating cost savings and improved operating results. We continually evaluate these types of opportunities. We may acquire or invest in new locations, or we may consolidate existing locations into either existing or new locations in order to reduce our manufacturing costs. In the second half of 2009, we established a new manufacturing location in Thailand. Such activities subject us to numerous risks and uncertainties, including the following:

• difficulty integrating the new locations into our existing operations;

• difficulty consolidating existing locations into one location;

• inability to achieve the anticipated financial and strategic benefits of the specific new location or consolidation;

• significant unanticipated additional costs incurred to start up a new manufacturing location;

• inability to attract key technical and managerial personnel to a new location;

• inability to retain key technical and managerial personnel due to the consolidation of locations to a new location;

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• diversion of our management’s attention from other business issues;

• failure of our review and approval process to identify significant issues, including issues related to manpower, raw material supplies, legal and financial contingencies.

If we are unable to manage these risks effectively as part of any investment in a new manufacturing location or consolidation of locations, our business would be adversely affected.

Future acquisitions, or strategic alliances, may present risks, and we may be unable to achieve the financial and strategic goals intended at the time of any acquisition or strategic alliance.

In the past, we have acquired and made investments in other companies, products and technologies and entered into strategic alliances with other companies. We continually evaluate these types of opportunities. We may acquire or invest in other companies, products or technologies, or we may enter into joint ventures, mergers or strategic alliances with other companies. Such transactions subject us to numerous risks, including the following:

• difficulty integrating the operations, technology and personnel of the acquired company;

• inability to achieve the anticipated financial and strategic benefits of the specific acquisition or strategic alliance;

• significant additional warranty costs due to product failures and or design differences that were not identified during due diligence, which could result in charges to earnings if they are not recoverable from the seller;

• inability to retain key technical and managerial personnel from the acquired company;

• difficulty in maintaining controls, procedures and policies during the transition and integration process;

• diversion of our management’s attention from other business concerns;

• failure of our due diligence process to identify significant issues, including issues with respect to product quality, product architecture, legal and financial contingencies, and product development; and

• significant exit charges if products acquired in business combinations are unsuccessful.

If we are unable to manage these risks effectively as part of any acquisition or joint venture, our business would be adversely affected.

We depend on single sources or limited sources for key components and products, which exposes us to risks related to product shortages or delays, as well as potential product quality issues, all of which could increase the cost of our products thereby reducing our operating profits.

A number of our products and the parts used in our products are available from only one or a limited number of outside suppliers due to unique component designs, as well as certain quality and performance requirements. To take advantage of volume pricing discounts, we also purchase certain products, and along with our contract manufacturers, purchase certain customized components from single or limited sources. We have experienced, and expect to continue to experience, shortages of single-source and limited-source components. Shortages have compelled us to adjust our product designs and production schedules and have caused us to miss customer requested delivery dates. To date, missed customer delivery dates have not had a material adverse impact on our financial results. If single-source or limited-source components become unavailable in sufficient quantities in the desired time periods, are discontinued or are available only on unsatisfactory terms, we would be required to purchase comparable components from other sources and may be required to redesign our products to use such components which could delay production and delivery of our products. If production and delivery of our products are delayed such that we do not meet the agreed upon delivery dates of our customers, such delays could result in lost revenues due to customer cancellations, as well as potential financial penalties payable to our customers. Any such loss of revenue or financial penalties could have a material adverse effect on our business, financial condition and results of operations.

Our reliance on certain single-source and limited-source components and products also exposes us and our contract manufacturers to quality control risks if these suppliers experience a failure in their production process or otherwise fail to meet our quality requirements. A failure in a single-source or limited-source component or product could force us to repair or replace a product utilizing replacement components. If we cannot obtain comparable replacements or redesign our products, we could lose customer orders or incur additional costs, which would have a material adverse effect on our business, financial condition and results of operations.

We may fail to develop products that are sufficiently manufacturable, which could negatively impact our ability to sell our products.

Manufacturing our products is a complex process that requires significant time and expertise to meet customers’ specifications. Successful manufacturing is substantially dependent upon the ability to assemble and tune these products to meet specifications in an efficient manner. In this regard, we largely depend on our staff of assembly workers and trained technicians at our internal manufacturing operations in the United States, Europe and Asia, as well as our contract

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manufacturers’ staff of assembly workers and trained technicians. If we cannot design our products to minimize the manual assembly and tuning process, or if we or our contract manufacturers lose a number of trained assembly workers and technicians or are unable to attract additional trained assembly workers or technicians, we may be unable to have our products manufactured in a cost effective manner.

We may fail to develop products that are of adequate quality and reliability, which could negatively impact our ability to sell our products.

We have had quality problems with our products including those we have acquired in acquisitions. We may have similar product quality problems in the future. We have replaced components in some products and replaced entire products in accordance with our product warranties. We believe that our customers will demand that our products meet increasingly stringent performance and reliability standards. If we cannot keep pace with technological developments, evolving industry standards and new communications protocols, if we fail to adequately improve product quality and meet the quality standards of our customers, or if our contract manufacturers fail to achieve the quality standards of our customers, we risk losing business which would negatively impact our business, financial condition and results of operations. Design problems could also damage relationships with existing and prospective customers and could limit our ability to market our products to large wireless infrastructure manufacturers, many of which build their own products and have stringent quality control standards. In addition, we have incurred significant costs addressing quality issues from products that we have acquired in certain of our acquisitions. We are also required to honor certain warranty claims for products that we have acquired in our recent acquisitions. While we seek recovery of amounts that we have paid, or may pay in the future to resolve warranty claims through indemnification from the original manufacturer, this can be a costly and time consuming process.

If we are unable to hire and retain highly-qualified technical and managerial personnel, we may not be able to sustain or grow our business.

Competition for personnel, particularly qualified engineers, is intense. The loss of a significant number of qualified engineers, as well as the failure to recruit and train additional technical personnel in a timely manner, could have a material adverse effect on our business, financial condition and results of operations. The departure of any of our management and technical personnel, the breach of their confidentiality and non-disclosure obligations to us or the failure to achieve our intellectual property objectives may also have a material adverse effect on our business.

We believe that our success depends upon the knowledge and experience of our management and technical personnel and our ability to market our existing products and to develop new products. Our employees are generally employed on an at- will basis and do not have non-compete agreements. Therefore, we have had, and may continue to have, employees leave us and go to work for competitors.

There are significant risks related to our internal and contract manufacturing operations in Asia and Europe.

As part of our manufacturing strategy, we utilize contract manufacturers to make finished goods and supply printed circuit boards in China, Europe, India, Singapore and Thailand. We also maintain our own manufacturing operations in China, Estonia, the United States and our newly established manufacturing facility in Thailand.

The Chinese legal system lacks transparency, which gives the Chinese central and local government authorities a higher degree of control over our business in China than is customary in the United States which makes the process of obtaining necessary regulatory approval in China inherently unpredictable. In addition, the protection accorded our proprietary technology and know-how under the Chinese and Thai legal systems is not as strong as in the United States and, as a result, we may lose valuable trade secrets and competitive advantage. Also, manufacturing our products and utilizing contract manufacturers, as well as other suppliers throughout the Asia region, exposes our business to the risk that our proprietary technology and ownership rights may not be protected or enforced to the extent that they may be in the United States.

Although the Chinese government has been pursuing economic reform and a policy of welcoming foreign investments during the past two decades, it is possible that the Chinese government will change its current policies in the future, making continued business operations in China difficult or unprofitable.

In September 2006, Thailand experienced a military coup which overturned the existing government. In late 2008, anti-government protests and civilian occupations culminated with a court-ordered ouster of Thailand’s prime minister. In 2009, continued unrest has impacted the government of Thailand, and potential civil unrest may continue. To date, this has not had a long-term impact on our operations in Thailand. If there are future coups or some other type of political unrest, such activity may impact the ability to manufacture products in this region and may prevent shipments from entering or leaving the country. Any such disruptions could have a material negative impact on our business, financial condition and results of operations.

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We require air or ocean transport to deliver products built in our various manufacturing locations to our customers. High energy costs have increased our transportation costs which has had a negative impact on our production costs. Transportation costs would also escalate if there were a shortage of air or ocean cargo space and any significant increase in transportation costs would cause an increase in our expenses and negatively impact our business, financial condition and results of operations. In addition, if we are unable to obtain cargo space or secure delivery of components or products due to labor strikes, lockouts, work slowdowns or work stoppages by longshoremen, dock workers, airline pilots or other transportation industry workers, our delivery of products could be delayed.

The initial sales cycle associated with our products is typically lengthy, often lasting from nine to eighteen months, which could cause delays in forecasted sales and cause us to incur substantial expenses before we record any associated revenues.

Our customers normally conduct significant technical evaluations, trials and qualifications of our products before making purchase commitments. This qualification process involves a significant investment of time and resources from both our customers and us in order to ensure that our product designs are fully qualified to perform as required. The qualification and evaluation process, as well as customer field trials, may take longer than initially forecasted, thereby delaying the shipment of sales forecasted for a specific customer for a particular quarter and causing our operating results for the quarter to be less than originally forecasted. Such a sales shortfall would reduce our profitability and negatively impact our business, financial condition and results of operations.

We conduct a significant portion of our business internationally, which exposes us to increased business risks.

For fiscal years 2009, 2008 and 2007, international revenues (excluding North American sales) accounted for approximately 73%, 70% and 73% of our net sales, respectively. There are many risks that currently impact, and will continue to impact, our international business and multinational operations, including the following:

• compliance with multiple and potentially conflicting regulations in Europe, Asia and North and South America, including export requirements, tariffs, import duties and other trade barriers, as well as health and safety requirements;

• potential labor strikes, lockouts, work slowdowns and work stoppages at U.S. and international ports;

• differences in intellectual property protections throughout the world;

• difficulties in staffing and managing foreign operations in Europe, Asia and South America, including relations with unionized labor pools in Europe and in Asia;

• longer accounts receivable collection cycles in Europe, Asia and South America;

• currency fluctuations and resulting losses on currency translations;

• terrorist attacks on American companies;

• economic instability, including inflation and interest rate fluctuations, such as those previously seen in South Korea and Brazil;

• competition for foreign-based suppliers throughout the world;

• overlapping or differing tax structures;

• the complexity of global tax and transfer pricing rules and regulations and our potential inability to benefit/offset losses in one tax jurisdiction with income from another;

• cultural and language differences between the United States and the rest of the world; and

• political or civil turmoil.

Any failure on our part to manage these risks effectively would seriously reduce our competitiveness in the wireless infrastructure marketplace.

Protection of our intellectual property is limited.

We rely upon trade secrets and patents to protect our intellectual property. We execute confidentiality and non-disclosure agreements with certain employees and our suppliers, as well as limit access to and distribution of our proprietary information. We have an ongoing program to identify and file applications for U.S. and other international patents.

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The departure of any of our management and technical personnel, the breach of their confidentiality and non-disclosure obligations to us, or the failure to achieve our intellectual property objectives could have a material adverse effect on our business, financial condition and results of operations. We do not have non-compete agreements with our employees who are generally employed on an at-will basis. Therefore, we have had, and may continue to have, employees leave us and go to work for competitors. If we are not successful in prohibiting the unauthorized use of our proprietary technology or the use of our processes by a competitor, our competitive advantage may be significantly reduced which would result in reduced revenues.

We are at risk of third-party claims of infringement that could harm our competitive position.

We have received third-party claims of infringement in the past and have been able to resolve such claims without having a material impact on our business. As the number of patents, copyrights and other intellectual property rights in our industry increases, and as the coverage of these rights and the functionality of the products in the market further overlap, we believe that we may face additional infringement claims. These claims, whether valid or not, could result in substantial cost and diversion of our resources. A third-party claiming infringement may also obtain an injunction or other equitable relief, which could effectively block the distribution or sale of allegedly infringing products, which would adversely affect our customer relationships and negatively impact our revenues.

The communications industry is heavily regulated. We must obtain regulatory approvals to manufacture and sell our products, and our customers must obtain approvals to operate our products. Any failure or delay by us or any of our customers to obtain these approvals could negatively impact our ability to sell our products.

Various governmental agencies have adopted regulations that impose stringent radio frequency emissions standards on the communications industry. Future regulations may require that we alter the manner in which radio signals are transmitted or otherwise alter the equipment transmitting such signals. The enactment by governments of new laws or regulations or a change in the interpretation of existing regulations could negatively impact the market for our products.

The increasing demand for wireless communications has exerted pressure on regulatory bodies worldwide to adopt new standards for such products, generally following extensive investigation and deliberation over competing technologies. The delays inherent in this type of governmental approval process have caused, and may continue to cause, the cancellation, postponement or rescheduling of the installation of communications systems by our customers. These types of unanticipated delays would result in delayed or canceled customer orders.

We are subject to numerous governmental regulations concerning the manufacturing and use of our products. We must stay in compliance with all such regulations and any future regulations. Any failure to comply with such regulations, and the unanticipated costs of complying with future regulations, may adversely affect our business, financial condition and results of operations.

We manufacture and sell products which contain electronic components, and as such components may contain materials that are subject to government regulation in both the locations that we manufacture and assemble our products, as well as the locations where we sell our products. An example of a regulated material is the use of lead in electronic components. We maintain compliance with all current government regulations concerning the materials utilized in our products, for all the locations in which we operate. Since we operate on a global basis, this is a complex process which requires continual monitoring of regulations and an ongoing compliance process to ensure that we and our suppliers are in compliance with all existing regulations. There are areas where future regulations may be enacted which could increase our cost of the components that we utilize. While we do not currently know of any proposed regulation regarding components in our products, which would have a material impact on our business, if there is an unanticipated new regulation which significantly impacts our use of various components or requires more expensive components, that would have a material adverse impact on our business, financial condition and results of operations.

Our manufacturing process is also subject to numerous governmental regulations, which cover both the use of various materials as well as environmental concerns. We maintain compliance with all current government regulations concerning our production processes, for all locations in which we operate. Since we operate on a global basis, this is also a complex process which requires continual monitoring of regulations and an ongoing compliance process to ensure that we and our suppliers are in compliance with all existing regulations. There are areas where future regulations may be enacted which could increase our cost of manufacture. One area which has a large number of potential changes in regulations is the environmental area. Environmental areas such as pollution and climate change have had significant legislative and regulatory efforts on a global basis, and there are expected to be additional changes to the regulations in these areas. These changes could directly increase the cost of energy which may have an impact on the way we manufacture products or utilize energy to produce our products. In addition, any new regulations or laws in the environmental area might increase the cost of raw materials we use in our products. While future changes in regulations appears likely, we are currently unable to predict how any such changes will impact us and if such impacts will be material to our business. If there is a new law or regulation that significantly increases our costs of manufacturing or causes us to significantly alter the way that we manufacture our products, this would have a material adverse affect on our business, financial condition and results of operations.

The wireless communications infrastructure equipment industry is extremely competitive and is characterized by rapid technological change, frequent new product development, rapid product obsolescence, evolving industry standards and significant price erosion over the life of a product. If we are unable to compete effectively, our business, financial condition and results of operations would be adversely affected.

Our products compete on the basis of the following characteristics:

• performance;

• functionality;

• reliability;

• pricing;

• quality;

• designs that can be efficiently manufactured in large volumes;

• time-to-market delivery capabilities; and

• compliance with industry standards.

If we fail to address the above factors, there could be a material adverse effect on our business, financial condition and results of operations.

Our current competitors include ADC Telecommunications, Inc., CommScope, Inc., Fujitsu Limited, Hitachi Kokusai Electric Inc., Japan Radio Co., Ltd., Kathrein-Werke KG, Mitsubishi Electric Corporation, and Radio Frequency Systems, in addition to a number of privately-held companies throughout the world, subsidiaries of certain multinational corporations and the internal manufacturing operations and design groups of the leading wireless infrastructure manufacturers such as Alcatel-Lucent, Ericsson, Huawei, Motorola, Nokia Siemens and Samsung. Some competitors have adopted aggressive pricing strategies in an attempt to gain market share, which in turn, has caused us to lower our prices in order to remain competitive. Such pricing actions have had an adverse effect on our business, financial condition and results of operations. In addition, some competitors have significantly greater financial, technical, manufacturing, sales, marketing and other resources than we

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do and have achieved greater name recognition for their products and technologies than we have. If we are unable to successfully increase our market penetration or our overall share of the wireless communications infrastructure equipment market, our revenues will decline, which would negatively impact our business, financial condition and results of operations.

Our failure to enhance our existing products or to develop and introduce new products that meet changing customer requirements and evolving technological standards could have a negative impact on our ability to sell our products.

To succeed, we must improve current products and develop and introduce new products that are competitive in terms of price, performance and quality. These products must adequately address the requirements of wireless infrastructure manufacturing customers and end-users. To develop new products, we invest in the research and development of wireless communications network products and coverage solutions. We target our research and development efforts on major wireless network deployments worldwide, which cover a broad range of frequency and transmission protocols. In addition, we are currently working on products for next generation networks, as well as development projects for products requested by our customers and improvements to our existing products. The deployment of a wireless network may be delayed which could result in the failure of a particular research or development effort to generate a revenue producing product. Additionally, the new products we develop may not achieve market acceptance or may not be able to be manufactured cost effectively in sufficient volumes. Our research and development efforts are generally funded internally and our customers do not normally pay for our research and development efforts. These costs are expensed as incurred. Therefore, if our efforts are not successful at creating or improving products that are purchased by our customers, there will be a negative impact on our business, financial condition and results of operations due to high research and development expenses.

Our business depends on effective information management systems.

We rely on our enterprise resource planning (ERP) systems to support critical business operations such as invoicing and processing sales orders, inventory control, purchasing and supply chain management, human resources and financial reporting. We periodically implement upgrades to the ERP systems or migrate one or more of our affiliates, facilities or operations from one system to another. If we are unable to adequately maintain these systems to support our developing business requirements or effectively manage any upgrade or migration, we could encounter difficulties that could have a material adverse impact on our business, financial condition and results of operations.

We may experience significant variability in our quarterly and annual effective tax rate.

Variability in the mix and profitability of domestic and international activities, repatriation of earnings from foreign affiliates, identification and resolution of various tax uncertainties and the inability to realize net operating losses and other carry-forwards included in deferred tax assets, among other matters, may significantly impact our effective income tax rate in the future. A significant increase in our effective income tax rate could have a material adverse impact on our business, financial condition and results of operations.

Our business is subject to the risks of earthquakes and other natural catastrophic events, and to interruptions by man-made problems such as computer viruses or terrorism.

Our corporate headquarters and a large portion of our U.S.-based research and development operations are located in the State of California in regions known for seismic activity. In addition, we have production facilities and have outsourced some of our production to contract manufacturers in Asia, another region known for seismic activity. A significant natural disaster, such as an earthquake in either of these regions, could have a material adverse effect on our business, financial condition and results of operations. In addition, despite our implementation of network security measures, our servers are vulnerable to computer viruses, break-ins, and similar disruptions from unauthorized tampering with our computer systems. Any such event could have a material adverse effect on our business, financial condition and results of operations.

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At times over the past year, our stock price has not met the minimum bid price for continued listing on the NASDAQ Global Select Market. Our ability to publicly or privately sell equity securities and the liquidity of our Common Stock could be adversely affected if we are delisted from the NASDAQ Global Select Market or if we are unable to transfer our listing to another stock market.

The bid price for our Common Stock on the NASDAQ Global Select Market was below $1.00 for a significant period of time during fiscal 2009. The NASDAQ Marketplace Rules provide that one of the continuing listing requirements for an issuer’s common stock is having a minimum bid price of $1.00 per share. Due to the current economic crisis, NASDAQ announced a moratorium on the enforcement of this minimum bid requirement. However, this moratorium was rescinded on July 31, 2009, and NASDAQ has not indicated an intention to reinstate the moratorium. We cannot control whether NASDAQ will reinstate the moratorium again in the future or whether NASDAQ will make any other concessions to allow issuers to avoid potential delisting. Accordingly, if the bid price of our Common Stock does not stay above $1.00 per share, we risk being delisted from the NASDAQ Global Select Market.

If our Common Stock is delisted by NASDAQ, our Common Stock may be eligible to trade on the OTC Bulletin Board maintained by NASDAQ, another over-the-counter quotation system, or on the pink sheets. Each of these alternatives will likely result in it being more difficult for investors to dispose of, or obtain accurate quotations as to the market value of our Common Stock. In addition, there can be no assurance that our Common Stock will be eligible for trading on any of such alternative exchanges or markets.

In addition, delisting from NASDAQ could adversely affect our ability to raise additional capital through the public or private sale of equity securities. Delisting from NASDAQ also would make trading our Common Stock more difficult for investors, potentially leading to further declines in our share price and inhibiting a stockholder’s ability to liquidate all or part of their investment in Powerwave.

The price of our Common Stock has been, and may continue to be, volatile and our shareholders may not be able to resell shares of our Common Stock at or above the price paid for such shares.

The price for shares of our Common Stock has exhibited high levels of volatility with significant volume and price fluctuations, which makes our Common Stock unsuitable for many investors. For example, for the three years ended January 3, 2010, the closing price of our Common Stock ranged from a high of $7.45 to a low of $0.23 per share. At times, the fluctuations in the price of our Common Stock may have been unrelated to our operating performance. These broad fluctuations may negatively impact the market price of shares of our Common Stock. The price of our Common Stock may also have been influenced by:

• fluctuations in our results of operations or the operations of our competitors or customers;

• the aggregate amount of our outstanding debt and perceptions about our ability to make debt service payments;

• failure of our results of operations and sales revenues to meet the expectations of stock market analysts and investors;

• reductions in wireless infrastructure demand or expectations regarding future wireless infrastructure demand by our customers;

• delays or postponement of wireless infrastructure deployments, including new 3G deployments;

• changes in stock market analyst recommendations regarding us, our competitors or our customers;

• the timing and announcements of technological innovations, new products or financial results by us or our competitors;

• lawsuits attempting to allege misconduct by the Company and its officers;

• increases in the number of shares of our Common Stock outstanding; and

• changes in the wireless industry.

In addition, the potential conversion of our outstanding convertible debt instruments would add approximately 29.0 million shares of Common Stock to our outstanding shares. Such an increase may lead to sales of shares or the perception that sales may occur, either of which may adversely affect the market for, and the market price of, our Common Stock. Any potential future sale or issuance of shares of our Common Stock or instruments convertible or exchangeable into shares of our Common Stock, or the perception that such sales or transactions could occur, could adversely affect the market price of our Common Stock.

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Based on the above, we expect that our stock price will continue to be extremely volatile. Therefore, we cannot guarantee that our investors will be able to resell our Common Stock at or above the price at which they purchased it.

Failure to maintain effective internal controls over financial reporting could adversely affect our business and the market price of our Common Stock.

Pursuant to rules adopted by the SEC under the Sarbanes-Oxley Act of 2002, we are required to assess the effectiveness of our internal controls over financial reporting and provide a management report on our internal controls over financial reporting in all annual reports. This report contains, among other matters, a statement as to whether our internal controls over financial reporting are effective and the disclosure of any material weaknesses in our internal controls over financial reporting identified by management. Section 404 also requires our independent registered public accounting firm to audit management’s report.

The Committee of Sponsoring Organizations of the Treadway Commission (COSO) provides a framework for companies to assess and improve their internal control systems. Auditing Standard No. 5 provides the professional standards and related performance guidance for auditors to report on management’s assessment of the effectiveness of internal control over financial reporting under Section 404. Management’s assessment of internal controls over financial reporting requires management to make subjective judgments and, particularly because Section 404 and Auditing Standard No. 5 are newly effective, some of the judgment will be in areas that may be open to interpretation. Therefore, our management’s report on our internal controls over financial reporting may be difficult to prepare, and our auditors may not agree with our management’s assessment.

While we currently believe our internal controls over financial reporting are effective, we are required to comply with Section 404 on an annual basis. If, in the future, we identify one or more material weaknesses in our internal controls over financial reporting during this continuous evaluation process, our management may not be able to assert that such internal controls are effective. Although we currently anticipate satisfying the requirements of Section 404 in a timely fashion, we cannot be certain as to the timing of completion for our future evaluation, testing and any required remediation due in large part to the fact that there are limited precedents available by which to measure compliance with these new requirements. Therefore, if we are unable to assert that our internal controls over financial reporting are effective in the future, or if our auditors are unable to attest that our management’s report is fairly stated or they are unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which would have an adverse effect on our business and the market price of our Common Stock.

Negative conditions in the financial and credit markets may impact our liquidity.

Recent dramatic changes in the global financial markets have weakened global economic conditions. These changes have had, and we anticipate they will continue to have, an impact on our liquidity. These impacts include some of our customers facing liquidity shortages which impacts their payments to us, and the general tightness in the financial credit markets which limits credit available to us as well as some of our customers. Given our current operating cash flow, financial assets, access to the capital markets and available lines of credit, we continue to believe that we will be able to meet our financing needs for the foreseeable future. However, there can be no assurance that global economic conditions will not worsen, which could have a corresponding negative effect on our liquidity. In addition, while we believe that we have invested our financial assets in sound financial institutions, should these institutions limit access to our assets, breach their agreements with us or fail, we may be adversely affected. Furthermore, volatile financial and credit markets may reduce our ability to raise capital or refinance our debt on favorable terms, if at all, which could materially impact our ability to meet our obligations. As market conditions change, we will continue to monitor our liquidity position.

Our shareholder rights plan and charter documents could make it more difficult for a third-party to acquire us, even if doing so would be beneficial to our shareholders.

Our shareholder rights plan and certain provisions of our certificate of incorporation and Delaware law are intended to encourage potential acquirers to negotiate with us and allow our Board of Directors the opportunity to consider alternative proposals in the interest of maximizing shareholder value. However, such provisions may also discourage acquisition proposals or delay or prevent a change in control, which in turn, could harm our stock price and our shareholders.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We believe that our existing facilities provide adequate space for our operations. The following table shows our significant facilities:

Location	Owned/ Leased	Approximate Floor Area in Square Feet
Administrative Facilities:
Santa Ana, California	Owned	360,000
Fort Worth, Texas	Leased	78,000
Coppell, Texas	Leased	17,000
Kempele, Finland	Owned	248,000
Hyderabad, India	Leased	39,000
Kista, Sweden	Leased	21,000
Shipley, United Kingdom	Leased	20,000
Manufacturing Facilities:
Suzhou, China	Leased	158,000
Saku Vald, Estonia	Leased	38,000
Laem Chabang, Thailand	Owned	135,000
Total		1,114,000

Additionally, we maintain 14 sales, engineering, and operating offices worldwide. The administrative facilities consist of our sales, engineering, research and development and corporate headquarters. In April 2008, we closed our Salisbury, Maryland manufacturing facility and the sale of the related building was completed in October 2009. In the first quarter of 2009, we opened a research and development facility in Hyderabad, India. Additionally, in the fourth quarter of 2009, we opened a manufacturing facility in Laem Chabang, Thailand.

ITEM 3. LEGAL PROCEEDINGS

In the first quarter of 2007, four purported shareholder class action complaints were filed in the United States District Court for the Central District of California against the Company, its President and Chief Executive Officer, its former Executive Chairman of the Board of Directors and its Chief Financial Officer. The complaints were Jerry Crafton v. Powerwave Technologies, Inc., et. al., Kenneth Kwan v. Powerwave Technologies, Inc., et. al., Achille Tedesco v. Powerwave Technologies, Inc., et. al. and Farokh Etemadieh v. Powerwave Technologies, Inc. et. al. and were brought under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. In June 2007, the four cases were consolidated into one action before the Honorable Judge Philip Gutierrez, and a lead plaintiff was appointed. In October 2007, the lead plaintiff filed an amended complaint asserting the same causes of action and purporting to state claims on behalf of all persons who purchased Powerwave securities between May 2, 2005 and November 2, 2006. The essence of the allegations in the amended complaint was that the defendants made misleading statements or omissions concerning the Company’s projected and actual sales revenues, the integration of certain acquisitions and the sufficiency of the Company’s internal controls. In December 2007, the defendants filed a motion to dismiss the amended complaint. On April 17, 2008, the Court granted defendants’ motion to dismiss plaintiffs’ claims in connection with the Company’s projected sales revenues, but denied defendants’ motion to dismiss plaintiffs’ other claims. On August 29, 2008, the defendants answered the amended complaint. On May 14, 2009, the parties executed a stipulation of settlement to resolve the consolidated action. According to the terms of the proposed settlement, the settlement payment will be funded by the Company’s directors and officers liability insurance. The Court granted preliminary approval of the proposed settlement and provisionally certified a settlement class on June 22, 2009, and on October 19, 2009 entered a judgment that granted final approval of the settlement.

In March 2007, one additional lawsuit that relates to the pending shareholder class action was filed. The lawsuit, Cucci v. Edwards, et al., filed in the Superior Court of California, is a shareholder derivative action, purported to be brought by an individual shareholder on behalf of Powerwave, against current and former directors of Powerwave. Powerwave is also named as a nominal defendant. The allegations of the derivative complaint closely resemble those in the class action and pertain to the time period of May 2, 2005 through October 9, 2006. Based on those allegations, the derivative complaint

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asserts various claims for breach of fiduciary duty, waste of corporate assets, mismanagement, and insider trading under state law. The derivative complaint was removed to federal court, and was also pending before Judge Gutierrez. On May 15, 2009, the parties executed a stipulation of settlement to resolve the derivative action. According to the terms of the proposed settlement, the Company will adopt certain enhancements to its corporate governance policies and procedures and counsel for the derivative plaintiff will be reimbursed its legal fees and expenses, which will be funded by the Company’s directors and officers liability insurance. The Court granted preliminary approval of the proposed settlement on June 22, 2009, and on October 19, 2009 entered a judgment that granted final approval of the settlement.

The Company is subject to other legal proceedings and claims in the normal course of business. The Company is currently defending these proceedings and claims, and, although the outcome of legal proceedings is inherently uncertain presently, the Company anticipates that it will be able to resolve these matters in a manner that will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the quarter ended January 3, 2010.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Powerwave’s Common Stock is quoted on the NASDAQ Global Select Market under the symbol PWAV. Below are the high and low sales prices as reported by NASDAQ for Powerwave’s Common Stock for the periods indicated.

	High		Low
Fiscal Year 2009
First Quarter Ended March 29, 2009	$	0.67	$	0.22
Second Quarter Ended June 28, 2009	$	1.68	$	0.44
Third Quarter Ended September 27, 2009	$	1.79	$	1.12
Fourth Quarter Ended January 3, 2010	$	1.74	$	1.06
Fiscal Year 2008
First Quarter Ended March 30, 2008	$	4.55	$	2.12
Second Quarter Ended June 29, 2008	$	4.49	$	2.19
Third Quarter Ended September 28, 2008	$	5.30	$	3.37
Fourth Quarter Ended December 28, 2008	$	4.05	$	0.35

Holders

There were 614 stockholders of record as of February 16, 2010. We believe there are approximately 17,000 stockholders of Powerwave’s Common Stock held in street name.

Dividends

We have not paid any dividends to date and do not anticipate paying any dividends on our Common Stock in the foreseeable future. We anticipate that all future earnings will be retained to finance future growth.

Issuer Purchases of Equity Securities

The following table details the repurchases that were made during the quarter ended January 3, 2010:

Period	Total Number of Shares Purchased		Average Price per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan
					(In thousands)	(In thousands)
September 28 – November 1	—			—	—	—
November 2 – November 29	1,719	(1)	$	1.26	—	—
November 30 – January 3	—			—	—	—

⁽¹⁾ During November 2009, 1,719 shares of Common Stock were surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of 4,687 shares under restricted stock grants.

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STOCK PERFORMANCE GRAPH

The following graph compares the cumulative total shareholder return for our Common Stock with the cumulative total return of the S&P 500 Index and the S&P Communications Equipment Index. The presentation assumes $100 invested on January 2, 2005 in our Common Stock, the S&P 500 Index and the S&P Communications Equipment Index with all dividends reinvested. No cash dividends were declared on our Common Stock during this period. Shareholder returns over the indicated period should not be considered indicative of future shareholder returns.

Measurement Period (Fiscal Year Covered)	Powerwave Technologies, Inc.		S & P 500 Index		S & P Communications Equipment Index
2005	$	148.23	$	104.91	$	102.12
2006	$	76.06	$	121.48	$	117.95
2007	$	52.59	$	128.16	$	120.37
2008	$	5.87	$	80.74	$	72.01
2009	$	14.86	$	102.11	$	105.71

The material in this performance graph is not “soliciting” material and is not deemed filed with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof.

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ITEM 6. SELECTED FINANCIAL DATA

The following selected financial data should be read together with the information under Management’s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the notes to those financial statements included elsewhere in this Annual Report on Form 10-K. The selected statements of operations data for the years ended January 3, 2010, December 28, 2008 and December 30, 2007 and balance sheet data as of January 3, 2010 and December 28, 2008 set forth below have been derived from the audited financial statements included elsewhere in this Annual Report on Form 10-K. The selected consolidated statements of operations data for the years ended December 31, 2006 and January 1, 2006 and consolidated balance sheet data as of December 30, 2007, December 31, 2006 and January 1, 2006 set forth below have been derived from the audited financial statements for such years not included in this Annual Report on Form 10-K. The historical results presented here are not necessarily indicative of future results.

	Fiscal Year Ended (in thousands, except per share data)
	January 3, 2010 (5)			December 28, 2008 (1) (5)			December 30, 2007 (1) (5)			December 31, 2006 (1) (2) (3)			January 1, 2006 (3) (4)
Consolidated Statements of Operations Data:
Net sales	$	567,486		$	890,234		$	780,517		$	716,886		$	784,330
Gross profit		142,492			147,528			87,251			90,891			204,653
Operating income (loss)		(1,877	)		(380,043	)		(300,271	)		(135,839	)		54,236
Income (loss) from continuing operations		3,222			(348,664	)		(309,535	)		(137,546	)		52,560
Total discontinued operations, net of tax		—			—			—			(21,357	)		(1,914	)
Net income (loss)	$	3,222		$	(348,664	)	$	(309,535	)	$	(158,903	)	$	50,646
Earnings (loss) per share from continuing operations:
Basic	$	0.02		$	(2.66	)	$	(2.37	)	$	(1.19	)	$	0.51
Diluted	$	0.02		$	(2.66	)	$	(2.37	)	$	(1.19	)	$	0.44
Earnings (loss) per share from discontinued operations:
Basic	$	—		$	—		$	—		$	(0.18	)	$	(0.02	)
Diluted	$	—		$	—		$	—		$	(0.18	)	$	(0.02	)
Net earnings (loss) per share:
Basic	$	0.02		$	(2.66	)	$	(2.37	)	$	(1.37	)	$	0.49
Diluted	$	0.02		$	(2.66	)	$	(2.37	)	$	(1.37	)	$	0.42
Basic weighted average common shares		131,803			131,077			130,396			115,918			103,396
Diluted weighted average common shares		134,006			131,077			130,396			115,918			135,906
Consolidated Balance Sheet Data:
Cash, cash equivalents, restricted cash and short-term investments	$	63,039		$	50,339		$	65,517		$	47,836		$	237,479
Working capital	$	175,414		$	179,059		$	192,160		$	249,464		$	384,677
Total assets	$	390,185		$	487,896		$	981,094		$	1,215,732		$	1,130,184
Long-term debt, net of current portion	$	280,887		$	306,321		$	350,000		$	330,000		$	330,000
Total shareholders’ equity (deficit)	$	(10,959	)	$	(15,079	)	$	382,484		$	651,598		$	581,261

⁽¹⁾ Fiscal years 2006, 2007 and 2008 include significant restructuring and impairment charges (see Note 6 of the Notes to Consolidated Financial Statements under Part II, Item 8, Financial Statements and Supplementary Data).

⁽²⁾ Fiscal year 2006 includes the financial results of Filtronic plc beginning October 2006.

⁽³⁾ In September 2006, we sold Arkivator Falköping AB, which has been classified as discontinued operations for all periods presented.

⁽⁴⁾ Fiscal year 2005 includes the financial results of REMEC’s Wireless Infrastructure Business beginning September 2005.

⁽⁵⁾ Fiscal years 2007, 2008 and 2009 include gains related to the repurchase of outstanding convertible subordinated debt of $2.1 million, $32.2 million and $12.7 million, respectively.

⁽⁶⁾ There were no cash dividends paid in the periods listed above.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated Financial Statements and notes thereto. This discussion contains forward-looking statements, the realization of which may be impacted by certain important factors including, but not limited to, those risk factors disclosed pursuant to Part 1, Item 1A.

Introduction and Overview

Powerwave is a global supplier of end-to-end wireless solutions for wireless communications networks. Our business consists of the design, manufacture, marketing and sale of products to improve coverage, capacity and data speed in wireless communications networks, including antennas, boosters, combiners, cabinets, shelters, filters, radio frequency power amplifiers, remote radio head transceivers, repeaters, tower-mounted amplifiers and advanced coverage solutions. These products are utilized in major wireless networks throughout the world which support voice and data communications by use of cell phones and other wireless communication devices. We sell our products to both original equipment manufacturers, who incorporate our products into their proprietary base stations (which they then sell to wireless network operators), and directly to individual wireless network operators for deployment into their existing networks.

During the last ten years, demand for wireless communications infrastructure equipment has fluctuated dramatically. While demand for wireless infrastructure was strong during 2005, it weakened for Powerwave during 2006 and 2007 due to significant reductions at three major customers, as well as a general slowdown in overall demand within the wireless infrastructure industry. For most of 2008, demand once again increased. However, in the fourth quarter of 2008, demand for our products was negatively impacted by the global economic recession. This significantly impacted demand during 2009, and our revenues fell by 36% from 2008 levels, thus negatively impacting our financial results. During 2008 and 2009, we initiated several cost cutting measures aimed at lowering our operating expenses. These initiatives will continue and we may be required to further reduce operating expenses if there is a significant or prolonged reduction in spending by our customers.

In the past there have been significant deferrals in capital spending by wireless network operators due to delays in the expected deployment of infrastructure equipment and financial difficulties on the part of the wireless network operators who were forced to consolidate and reduce spending to strengthen their balance sheets and improve their profitability. Economic conditions, such as the turmoil in the global equity and credit markets, as well as the global recession, and the rise of inflationary pressures related to rising commodity prices, have also had a negative impact on capital spending by wireless network operators, and will likely have a negative impact going forward in the near term. All of these factors can have a significant negative impact on overall demand for wireless infrastructure products, and at various times, have directly reduced demand for our products and increased price competition within our industry which has in the past led to reductions in our revenues and contributed to our reported operating losses. In addition to the significant reduction in revenues during 2009, an example of prior reductions was during fiscal 2006 and 2007, when we experienced a significant slowdown in demand from one of our direct network operator customers, AT&T, as well as reduced demand from several of our original equipment manufacturing customers, including Nokia Siemens and Nortel Networks, all of which combined to result in directly reduced demand for our products and contributed to our operating losses for both fiscal 2006 and 2007.

We believe that we have maintained our overall market share within the wireless communications infrastructure equipment market during this period of changing demand for wireless communications infrastructure equipment. We continue to invest in the research and development of wireless communications network technology and the diversification of our product offerings, and we believe that we have one of our industry’s leading product portfolios in terms of performance and features. We believe that our proprietary design technology is a further differentiator for our products.

Looking back over the last six years, beginning in fiscal 2004, we focused on cost savings while we expanded our market presence, as evidenced by our acquisition of LGP Allgon. This acquisition involved the integration of two companies based in different countries that previously operated independently, which was a complex, costly and time-consuming process. During fiscal 2005, we continued to focus on cost savings while we expanded our market presence, as evidenced by our acquisition of selected assets and liabilities of REMEC, Inc.’s wireless systems business (the “REMEC Wireless Acquisition.”) We believe that this acquisition further strengthened our position in the global wireless infrastructure market. In October 2006, we completed the Filtronic plc wireless acquisition. We believe that this strategic acquisition provided us with the leading position in transmit and receive filter products, as well as broadening our RF conditioning and base station solutions product portfolio and added significant additional technology to our intellectual property portfolio. For fiscal years 2007, 2008 and 2009, we completed the integration of this acquisition, as well as focused on consolidating operations and reducing our overall cost structure. During this same time, we encountered a significant unanticipated reduction in revenues, which caused us to revise our integration and consolidation plans with a goal of further reducing our operating costs and significantly lowering our breakeven operating structure. As has been demonstrated during the last six years, these acquisitions do not provide any guarantee that our revenues will increase. As we enter 2010, we have a small number of ongoing restructuring activities which are aimed at further reducing our overall operating cost structure.

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We measure our success by monitoring our net sales by product and consolidated gross margins, with a short-term goal of maintaining a positive operating cash flow while striving to achieve long-term operating profits. We believe that there continues to be long-term growth opportunities within the wireless communications infrastructure marketplace, and we are focused on positioning Powerwave to benefit from these long-term opportunities.

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. We are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information currently available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenue, expenses, assets and liabilities. The critical accounting policies that we believe are the most significant for purposes of fully understanding and evaluating our reported financial results include the following:

Revenue Recognition

The majority of our revenue is derived from the sale of products. We recognize revenue from product sales at the time of shipment or delivery and passage of title depending upon the terms of the sale provided that persuasive evidence of an arrangement exists, the fee is fixed or determinable and collectibility is reasonably assured. We offer certain customers the right to return products within a limited time after delivery under specified circumstances, generally related to product defects. We monitor and track product returns and record a provision for the estimated amount of future returns based on historical experience and any notification we receive of pending returns. While returns have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience the same return rates that we have in the past. Any significant increase in product returns could have a material adverse effect on our operating results for the period or periods in which these returns materialize.

Accounts Receivable

We perform ongoing credit evaluations of our customers and adjust credit limits based upon each customer’s payment history and credit worthiness, as well as various other factors as determined by our review of their credit information. We monitor collections and payments from our customers and maintain an allowance for estimated credit losses based upon our historical experience and any specific customer collection issues that we have identified. While credit losses have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. Since our accounts receivable are highly concentrated in a small number of customers, a significant change in the liquidity or financial position of any one of these customers could have a material adverse effect on the collectibility of our accounts receivable, our liquidity and our future operating results.

Inventories

We value our inventories at the lower of cost (determined on an average cost basis) or fair market value and include materials, labor and manufacturing overhead. We write down excess and obsolete inventory to estimated net realizable value. In assessing the ultimate realization of inventories, we make judgments as to future demand requirements and compare those requirements with the current or committed inventory levels. Depending on the product line and other factors, we estimate future demand based on either historical usage for the preceding twelve months, adjusted for known changes in demand for such products, or the forecast of product demand and production requirements for the next twelve months. These provisions reduce the cost basis of the respective inventory and are recorded as a charge to cost of sales. Our industry is characterized by rapid technological change, frequent new product development and rapid product obsolescence that could result in an increase in the amount of obsolete inventory quantities on hand. As demonstrated during the past seven fiscal years, demand for our products can fluctuate significantly. A significant increase in the demand for our products could result in a short-term increase in the cost of inventory purchases while a significant decrease in demand could result in an increase in the amount of excess inventory quantities on hand. In addition, our estimates of future product demand may prove to be inaccurate, in which case we may have understated or overstated the provision required for excess and obsolete inventory. In the future, if our inventory is determined to be overvalued, we would be required to recognize additional charges in our cost of goods sold at the time of this determination. Likewise, if our inventory is determined to be undervalued, we may have over-reported our costs of goods sold in previous periods and would be required to recognize additional gross profit at the time such inventory is sold. Although we make reasonable efforts to ensure the accuracy of our forecasts of future product demand, any significant unanticipated changes in demand or technological developments could have a material effect on the value of our inventory and our reported operating results.

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Income Taxes

We provide for income taxes based on the estimated effective income tax rate for the complete fiscal year. The income tax provision (benefit) is computed on the pretax income (loss) of the consolidated entities located within each taxing jurisdiction based on current tax law. Deferred tax assets and liabilities are determined based on the future tax consequences associated with temporary differences between income and expenses reported for financial accounting and tax reporting purposes. In accordance with the provisions of accounting guidance now codified as Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 740, “Income Taxes,” a valuation allowance for deferred tax assets is recorded to the extent we cannot determine that the ultimate realization of the net deferred tax assets is more likely than not.

Realization of deferred tax assets is principally dependent upon the achievement of future taxable income, the estimation of which requires significant management judgment. Our judgments regarding future profitability may change due to many factors, including future market conditions and our ability to successfully execute our business plans and/or tax planning strategies. These changes, if any, may require material adjustments to these deferred tax asset balances. Due to uncertainties surrounding the realization of our cumulative federal and state net operating losses, we have recorded a valuation allowance against a portion of our gross deferred tax assets. For the foreseeable future, the Federal tax provision related to future earnings will be substantially offset by a reduction in the valuation reserve, and any future pretax losses will not result in a tax benefit due to the uncertainty of the recoverability of the deferred tax assets. Accordingly, current and future tax expense will consist primarily of certain required state income taxes and taxes in certain foreign jurisdictions.

Acquired tax liabilities related to prior tax returns of acquired entities at the date of purchase are recognized based on our estimate of the ultimate settlement that may be accepted by the tax authorities. We continually evaluate these tax-related matters. At the date of any material change in our estimate of items relating to an acquired entity’s prior tax returns, and at the date that the items are settled with the tax authorities, any liabilities previously recognized are adjusted to increase or decrease the remaining balance of goodwill attributable to that acquisition. However, effective beginning in 2009, adjustments to acquired tax liabilities will increase or decrease income tax expense in accordance with accounting guidance now codified as FASB ASC Topic 740.

Accounting guidance now codified as FASB ASC Topic 740-20, “Income Taxes – Intraperiod Tax Allocation,” clarifies the accounting and disclosure for uncertainty in tax positions, as defined. FASB ASC Topic 740-20 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. We are subject to the provisions of FASB ASC Topic 740-20 and have analyzed filing positions in all of the federal, state and foreign jurisdictions where we are required to file income tax returns for all open tax years in these jurisdictions. The periods subject to examination for our U.S. federal return are the 2007 through 2009 tax years, including adjustments to net operating loss and credit carryovers to those years. In addition, we have subsidiaries in various foreign jurisdictions that have statutes of limitation generally ranging from 3 to 6 years. We recognize interest and penalties related to unrecognized tax benefits in income tax expense.

Goodwill, Intangible Assets and Long-Lived Assets

We record the assets acquired and liabilities assumed in business combinations at their respective fair values at the date of acquisition, with any excess purchase price over fair value recorded as goodwill. Because of the expertise required to value intangible assets and in-process research and development, we typically engage third-party valuation specialists to assist us in determining those values. Valuation of intangible assets and in-process research and development entails significant estimates and assumptions including, but not limited to, determining the timing and expected costs to complete development projects, estimating future cash flows from product sales, developing appropriate discount rates, estimating probability rates for the successful completion of development projects, continuation of customer relationships and renewal of customer contracts, and approximating the useful lives of the intangible assets acquired. To the extent actual results differ from these estimates, our future results of operations may be affected.

We review the recoverability of the carrying value of goodwill on an annual basis or more frequently when an event occurs or circumstances change to indicate that an impairment of goodwill might have occurred. The determination of whether any potential impairment of goodwill exists is based upon a comparison of the fair value of a reporting unit to the accounting value of the underlying net assets of such reporting unit. To determine the fair value of a reporting unit, we utilize subjective valuations for the reporting unit based upon a discounted cash flow analysis as well as quoted market prices of our Common Stock plus an estimated market premium based upon companies with similar market transactions. The discounted cash flow analysis is dependent upon a number of various factors including estimates of forecasted revenues and costs, appropriate discount rates and other variables. If the forecast assumptions utilized materially change, it could result in a lower fair value calculation which could require an impairment of existing goodwill. If the fair value of the reporting unit is less than the carrying value of the underlying net assets, goodwill is deemed impaired and an impairment loss is recorded to the extent that the carrying value of goodwill is less than the difference between the fair value of the reporting unit and the fair value of all its underlying identifiable assets and liabilities.

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Purchased intangible assets with determinable useful lives are carried at cost less accumulated amortization, and are amortized using the straight-line method over their estimated useful lives, which generally range up to six years. We review the recoverability of the carrying value of identified intangibles and other long-lived assets, including fixed assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined based on the forecasted undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition. Our estimate of future cash flows is based upon, among other things, certain assumptions about expected future operating performance, growth rates and other factors. The actual cash flows realized from these assets may vary significantly from our estimates due to increased competition, changes in technology, fluctuations in demand, consolidation of our customers and reductions in average selling prices. If the carrying value of an asset is determined not to be recoverable from future operating cash flows, the asset is deemed impaired and an impairment loss is recognized to the extent the carrying value exceeds the estimated fair market value of the asset. While we do not believe that any of our long-lived assets are currently impaired, there have been other impairments in the past, and any future impairment of our long-lived assets could have a material adverse affect on our business, financial condition and results of operations.

Vendor Cancellation Liabilities

We purchase subassemblies and finished goods from contract manufacturers under purchase agreements that limit our ability to cancel deliveries inside defined lead time windows. When a contract manufacturer submits a cancellation claim, we estimate the amount of inventory remaining to be purchased against that claim. Any excess of the estimated purchase over the projected consumption of the related product is recorded as a charge to cost of sales and an increase to accrued expenses and other current liabilities. Depending on the product line and other factors, we estimate future demand based on either historical usage for the preceding twelve months, adjusted for known changes in demand for such products, or the forecast of product demands and production requirements for the next twelve months. Our industry is characterized by rapid technological change, frequent new product development and rapid product obsolescence that could result in an increase in the amount of vendor cancellation liability. Our history shows that demand for our products can fluctuate significantly. A significant increase in the demand for our products could result in a short-term increase in the cost of inventory purchases while a significant decrease in demand could result in an increase in the amount of vendor cancellation liabilities. In addition, our estimates of future product demand may prove to be inaccurate, in which case we may have understated or overstated the provision required for vendor cancellation liabilities. Although we make reasonable efforts to ensure the accuracy of our forecasts of future product demand, any significant unanticipated changes in demand or technological developments could have a material effect on the amount of vendor cancellation liabilities and our reported operating results.

Warranties

We offer warranties of various lengths to our customers depending upon the specific product and terms of the customer purchase agreement. Our standard warranties require us to repair or replace defective product returned to us during the warranty period at no cost to the customer. We record an estimate for standard warranty-related costs based on our actual historical return rates and repair costs at the time of the sale and update these estimates throughout the warranty period. While our warranty costs have historically been within our expectations and the provisions established, we cannot guarantee that we will continue to experience the same warranty return rates or repair costs that we have in the past. We also have contractual commitments to various customers that require us to incur costs to repair an epidemic defect with respect to our products outside of our standard warranty period if such defect were to occur. Any costs related to epidemic defects are generally recorded at the time the epidemic defect becomes known to us and the costs of repair can be reasonably estimated. While we have occasionally experienced significant costs due to epidemic defects, historically, we have not regularly experienced significant costs related to epidemic defects. We cannot guarantee that we will not experience significant costs to repair epidemic defects in the future. A significant increase in product return rates or in the costs to repair our products, or an unexpected epidemic defect in our products, could have a material adverse effect on our operating results during the period in which the returns or additional costs materialize.

Subsequent Events

We have evaluated activities through February 19, 2010, and all known subsequent events have been included in this report.

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Accruals for Restructuring and Impairment Charges

We recorded $4.5 million, $368.3 million and $198.2 million of restructuring and impairment charges during fiscal years 2009, 2008 and 2007, respectively. These include charges of $315.9 million and $151.7 million related to the impairment of goodwill in 2008 and 2007, respectively, and charges of $29.5 million and $2.7 million related to the impairment of our intangible assets in 2008 and 2007, respectively. See further discussions of these charges under Operating Expenses below and in Note 6 of the Notes to Consolidated Financial Statements.

2009 Restructuring Plan

In January 2009, we formulated and began to implement a plan to further reduce manufacturing overhead costs and operating expenses. As part of this plan, we initiated personnel reductions in both our domestic and foreign locations, with primary reductions in the United States, Estonia and Sweden. These reductions were undertaken in response to current economic conditions and the ongoing global macroeconomic slowdown that began in the fourth quarter of 2008. We finalized this plan in the fourth quarter of 2009; however, additional amounts may be accrued in 2010 related to actions associated with this plan.

A summary of the activity affecting our accrued restructuring liability related to the 2009 Restructuring Plan for the fiscal year ended January 3, 2010 is as follows:

	Workforce Reductions			Facility Closures & Equipment Write-downs			Total
Balance at December 28, 2008	$	—		$	—		$	—
Amounts accrued		2,769			78			2,847
Amounts paid/incurred		(2,268	)		(78	)		(2,346	)
Effects of exchange rates		—			—			—
Balance at January 3, 2010	$	501			—			501

The costs associated with these exit activities were recorded in accordance with the accounting guidance now codified as FASB ASC Topic 420, “Exit or Disposal Obligations.” Pursuant to this guidance, a liability for a cost associated with an exit or disposal activity shall be recognized in the period in which the liability is incurred, except for a liability for one-time employee termination benefits that is incurred over time. In the unusual circumstance in which fair value cannot be reasonably estimated, the liability shall be recognized initially in the period in which fair value can be reasonably estimated. The restructuring and integration plan is subject to continued future refinement as additional information becomes available. We expect that the workforce reduction amounts will be paid through the second quarter of 2011.

2008 Restructuring Plan

In June 2008, we formulated and began to implement a plan to further consolidate operations and reduce manufacturing and operating expenses. As part of this plan, we closed our Salisbury, Maryland manufacturing facility and transferred most of the production to our other manufacturing operations. In addition, we closed our design and development center in Bristol, UK and discontinued manufacturing operations in Kempele, Finland. These actions were finalized in the first quarter of 2009.

A summary of the activity affecting our accrued restructuring liability related to the 2008 Restructuring Plan for the fiscal year ended January 3, 2010 is as follows:

	Workforce Reductions			Facility Closures & Equipment Write-downs			Total
Balance at December 28, 2008	$	3,106		$	585		$	3,691
Amounts accrued		650			95			745
Amounts paid/incurred		(3,652	)		(406	)		(4,058	)
Effects of exchange rates		73			60			133
Balance at January 3, 2010	$	177			334			511

The costs associated with these exit activities were recorded in accordance with the accounting guidance in FASB ASC Topic 420. The restructuring and integration plan is subject to continued future refinement as additional information becomes available. The workforce reductions will be paid out through the second quarter of 2010, and the facility closure amounts will be paid out over the remaining lease term, which extends through September 2010.

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2007 Restructuring Plan

In the second quarter of 2007, we formulated and began to implement a plan to further consolidate operations and reduce operating costs. As part of this plan, we closed our design and development centers in El Dorado Hills, California and Toronto, Canada, and discontinued our design and development center in Shipley, UK. Also as part of this plan, we sold our manufacturing operations located in Hungary to Sanmina-SCI, a third-party contract manufacturing supplier, and entered into a manufacturing services agreement with Sanmina-SCI. The transaction included inventories and fixed assets and included a sublease of the existing facility, along with the assumption of certain liabilities, including all transferred employees. We finalized this plan in the fourth quarter of 2007.

A summary of the activity affecting our accrued restructuring liability related to the 2007 Restructuring Plan for the fiscal year ended January 3, 2010 is as follows:

	Facility Closures & Equipment Write-downs
Balance at December 28, 2008	$	551
Amounts accrued		(179	)
Amounts paid/incurred		(375	)
Effects of exchange rates		3
Balance at January 3, 2010	$	—

The costs associated with these exit activities were recorded in accordance with the accounting guidance in FASB ASC Topic 420. The remaining payments on this plan were made during 2009, and all actions associated with this plan have been completed.

2006 Plan for Consolidation of Operations

In the fourth quarter of 2006, and in connection with the Filtronic plc wireless acquisition, we formulated and began to implement a plan to restructure our global manufacturing operations, including the consolidation of our manufacturing facilities in Wuxi and Shanghai, China, into the manufacturing facility located in Suzhou, China. The plan includes a reduction of workforce, impairment and disposal of inventory and equipment utilized in discontinued product lines, and facility closure costs. In addition, we also ceased the production of certain product lines manufactured at these facilities to eliminate duplicative product lines.

A summary of the activity affecting our accrued restructuring liability related to the 2006 Plan for Consolidation of Operations for the fiscal year ended January 3, 2010 is as follows:

	Facility Closures & Equipment Write-downs
Balance at December 28, 2008	$	146
Amounts accrued		175
Amounts paid/incurred		(321	)
Effects of exchange rates		—
Balance at January 3, 2010	$	—

The costs associated with these exit activities were recorded in accordance with the accounting guidance in FASB ASC Topic 420. The remaining payments on this plan were made during 2009, and all actions associated with this plan have been completed.

Integration of LGP Allgon and REMEC, Inc.’s Wireless Systems Business

We recorded liabilities in connection with the acquisitions for estimated restructuring and integration costs related to the consolidation of REMEC, Inc.’s wireless systems business and LGP Allgon’s operations, including severance and future lease obligations on excess facilities. These estimated costs were included in the allocation of the purchase consideration and resulted in additional goodwill pursuant to the accounting guidance now codified as FASB ASC Topic 805, “Business Combinations.” The costs associated with these exit activities were recorded in accordance with the accounting guidance in FASB ASC Topic 420. The implementation of the restructuring and integration plan is complete.

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A summary of the activity affecting our accrued restructuring liability related to the integration of the REMEC, Inc.’s wireless systems business and LGP Allgon for the fiscal year ended January 3, 2010 is as follows:

	Facility Closures & Equipment Write-downs
Balance at December 28, 2008	$	1,425
Amounts accrued		—
Amounts paid/incurred		(634	)
Effects of exchange rates		—
Balance at January 3, 2010	$	791

We expect that the facility closure amounts will be paid out over the remaining lease term which extends through January 2011.

All of these restructuring and impairment accruals related primarily to workforce reductions, consolidation of facilities, and the discontinuation of certain product lines, including the associated write-downs of inventory, manufacturing and test equipment, and certain intangible assets. Such accruals were based on estimates and assumptions made by management about matters which were uncertain at the time, including the timing and amount of sublease income that would be recovered on vacated property and the net realizable value of used equipment that is no longer needed in our continuing operations. While we used our best current estimates based on facts and circumstances available at the time to quantify these charges, different estimates could reasonably be used in the relevant periods to arrive at different accruals and/or the actual amounts incurred or recovered may be substantially different from the assumptions utilized, either of which could have a material impact on the presentation of our financial condition or results of operations for a given period. As a result, we periodically review the estimates and assumptions used and reflect the effects of those revisions in the period that they become known.

Newly Adopted Accounting Pronouncements

In June 2009, FASB issued guidance now codified as FASB ASC Topic 105, “Generally Accepted Accounting Principles,” as the single source of authoritative non-governmental U.S. GAAP. FASB ASC Topic 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the FASB Codification will be considered non-authoritative. These provisions of FASB ASC Topic 105 were effective for interim and annual periods ending after September 15, 2009 and, accordingly, were effective for us for the current fiscal reporting period. The adoption of this pronouncement did not have an impact on our business, financial condition or results of operations, but will impact our financial reporting process by eliminating all references to pre-codification standards. On the effective date of FASB ASC Topic 105, the Codification superseded all then-existing non-SEC accounting and reporting standards, and all other non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative.

In May 2009, the FASB issued guidance now codified as FASB ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for, and disclosures of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This pronouncement was effective for interim or fiscal periods ending after June 15, 2009. The adoption of this pronouncement did not have a material impact on our business, results of operations or financial position; however, the provisions of FASB ASC Topic 855 resulted in additional disclosures with respect to subsequent events.

In April 2009, the FASB issued guidance now codified as FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” which amends previous guidance to require disclosures about fair value of financial instruments in interim as well as annual financial statements in the current economic environment. This pronouncement was effective for periods ending after June 15, 2009. The adoption of this pronouncement did not have a material impact on our business, financial condition or results of operations; however, these provisions of FASB ASC Topic 820 resulted in additional disclosures with respect to the fair value of our financial instruments.

In November 2008, the FASB issued guidance now codified as FASB ASC Topic 350, “Intangibles – Goodwill and Other,” which applies to defensive intangible assets, which are acquired intangible assets that the acquirer does not intend to actively use but intends to hold to prevent its competitors from obtaining access to them. As these assets are separately identifiable, this pronouncement requires an acquiring entity to account for defensive intangible assets as a separate unit of accounting, and such assets should be amortized to expense over the period such assets diminish in value. Defensive intangible assets must be recognized at fair value in accordance with FASB ASC Topic 820. This pronouncement was effective for financial statements in the first quarter of 2009. The adoption of the provisions of FASB ASC Topic 350 did not have a material impact on our business, financial condition or results of operations.

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In April 2008, the FASB issued guidance now codified as FASB ASC Topic 350, “Intangibles – Goodwill and Other,” which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The pronouncement was effective in the first quarter of 2009. The adoption of the provisions of FASB ASC Topic 350 did not have a material impact on our business, financial condition or results of operations.

In December 2007, the FASB issued guidance now codified as FASB ASC Topic 805-10, “Business Combinations,” which changes how business acquisitions are accounted for and changes the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. The provisions of FASB ASC Topic 805-10 were effective in the first quarter of 2009. The adoption of the provisions of FASB ASC Topic 805-10 did not have a material impact on our business, financial condition or results of operations.

New Accounting Pronouncements

In October 2009, the FASB issued an update to FASB ASC Topic 605, “Revenue Recognition.” This Accounting Standards Update (ASU), No. 2009-13, “Multiple Deliverable Revenue Arrangements – A Consensus of the FASB Emerging Issues Task Force,” provides accounting principles and application guidance on whether multiple deliverables exist, how the arrangement should be separated, and the consideration allocated. This guidance eliminates the requirement to establish the fair value of undelivered products and services and instead provides for separate revenue recognition based upon management’s estimate of the selling price for an undelivered item when there is no other means to determine the fair value of that undelivered item. Previous accounting guidance required that the fair value of the undelivered item be the price of the item either sold in a separate transaction between unrelated third parties or the price charged for each item when the item is sold separately by the vendor. This was difficult to determine when the product was not individually sold because of its unique features. Under previous accounting guidance, if the fair value of all of the elements in the arrangement was not determinable, then revenue was deferred until all of the items were delivered or fair value was determined. This new approach is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. We are currently evaluating the potential impact of this standard on our business, financial condition or results of operations.

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Results of Operations

The following table summarizes our results of operations as a percentage of net sales for the years ended January 3, 2010, December 28, 2008 and December 30, 2007:

	Fiscal Years Ended
	January 3, 2010		December 28, 2008		December 30, 2007
Net sales	100.0	%	100.0	%	100.0	%
Cost of sales:
Cost of goods	74.1		77.2		81.8
Intangible amortization	0.5		2.1		2.5
Restructuring and impairment charges	0.3		4.1		4.5
Total cost of sales	74.9		83.4		88.8
Gross profit	25.1		16.6		11.2
Operating expenses:
Sales and marketing	6.0		5.1		6.8
Research and development	10.4		8.7		10.9
General and administrative	8.4		7.1		9.6
Intangible asset amortization	0.2		1.1		1.4
Restructuring and impairment charges	0.4		1.8		1.5
Goodwill impairment charge	—		35.5		19.4
Total operating expenses	25.4		59.3		49.6
Operating income (loss)	(0.3	)	(42.7	)	(38.4	)
Other income (expense), net	1.5		3.9		(0.3	)
Income (loss) before income taxes	1.2		(38.8	)	(38.7	)
Income tax provision	0.6		0.4		1.0
Net income (loss)	0.6	%	(39.2	)%	(39.7	)%

Years ended January 3, 2010 and December 28, 2008

Net Sales

Our sales are derived from the sale of wireless communications network products and coverage solutions, including antennas, boosters, combiners, cabinets, shelters, filters, radio frequency power amplifiers, remote radio head transceivers, repeaters, tower-mounted amplifiers and advanced coverage solutions for use in cellular, PCS, 3G, and 4G wireless communications networks throughout the world.

The following table presents an analysis of our sales based upon our various customer groups:

	Fiscal Years Ended (in thousands)
Customer Group	January 3, 2010				December 28, 2008
Wireless network operators and other	$	208,661	37	%	$	333,030	37	%
Original equipment manufacturers		358,825	63	%		557,204	63	%
Total	$	567,486	100	%	$	890,234	100	%

Sales decreased by 36% to $567.5 million for the fiscal year ended January 3, 2010, from $890.2 million for the fiscal year ended December 28, 2008. This decrease was due to several factors, including decreased demand from both our network operator customers and our original equipment manufacturer customers, which decreased by approximately 37% and 36%, respectively. The decreases were primarily due to significantly reduced demand related to the global macroeconomic crisis and associated global credit crisis and economic recession that began in the fall of 2008. This economic instability and the tight credit markets have impacted our customers’ demand for products throughout fiscal 2009.

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The following table presents an analysis of our sales based upon our various product groups:

	Fiscal Years Ended (in thousands)
Wireless Communications Product Group	January 3, 2010				December 28, 2008
Antenna systems	$	150,610	27	%	$	233,090	26	%
Base station systems		364,166	64	%		571,526	64	%
Coverage systems		52,710	9	%		85,618	10	%
Total	$	567,486	100	%	$	890,234	100	%

Antenna systems consist of base station antennas and tower-mounted amplifiers. Base station systems consist of products that are installed into or around the base station of wireless networks and include products such as boosters, combiners, filters, radio frequency power amplifiers, VersaFlex cabinets and radio transceivers. Coverage systems consist primarily of repeaters and advanced coverage solutions. The decrease in all product group sales as listed in the table above is due to the significantly reduced demand related to the global economic crisis and recession impacting both our original equipment manufacturer and network operator customers during the year ended January 3, 2010 as compared to the year ended December 28, 2008.

We track the geographic location of our sales based upon the location of our customers to which we ship our products. However, since many of our original equipment manufacturer customers purchase products from us at central locations and then re-ship the product with other base station equipment to locations throughout the world, we are unable to identify the final installation location of many of our products.

The following table presents an analysis of our sales based upon the geographic area to which a product was shipped:

	Fiscal Years Ended (in thousands)
Geographic Area	January 3, 2010				December 28, 2008
Americas	$	163,794	29	%	$	281,528	32	%
Asia Pacific		233,463	41	%		302,169	34	%
Europe		135,600	24	%		274,977	31	%
Other international		34,629	6	%		31,560	3	%
Total	$	567,486	100	%	$	890,234	100	%

Revenues decreased in all regions during fiscal 2009 as compared to fiscal 2008 with the exception of the “other international” category. The slight increase in revenues in the “other international” category largely represents increased revenues in the Middle East region. The decrease in the other regions was largely due to contraction in both the network operator channel and the original equipment manufacturer sales channel, resulting from the global macroeconomic crisis and recession. Since wireless network infrastructure spending is dependent on individual network coverage and capacity demands, we do not believe that our revenue fluctuations for any geographic region are necessarily indicative of a trend for our future revenues by geographic area. In addition, as noted above, growth in one geographic location may not reflect actual demand growth in that location due to the centralized buying processes of our original equipment manufacturer customers.

A large portion of our revenues are generated in currencies other than the U.S. Dollar. During the last year, the value of the U.S. Dollar has fluctuated significantly against many other currencies. We have calculated that when comparing exchange rates in effect for the year ended January 3, 2010 to those in effect for the year ended December 28, 2008, the change in the value of foreign currencies as compared with the U.S. Dollar had a negative impact on our revenues for fiscal 2009 of less than one percent. This impact did not have a material impact on our sales. We are unable to predict the future impact of such currency fluctuations on our future results.

For the year ended January 3, 2010, total sales to Nokia Siemens accounted for approximately 34% of sales for the year. For the year ended December 28, 2008, total sales to Nokia Siemens accounted for approximately 31% of sales, and sales to Alcatel-Lucent accounted for approximately 17% of sales for the year. Sales to Alcatel-Lucent accounted for less than 10% of total sales for the year ended January 3, 2010. Our business remains largely dependent upon a limited number of customers within the wireless communications market, and we cannot guarantee that we will continue to be successful in attracting new customers or retaining or increasing business with our existing customers.

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A number of factors have caused delays and may cause future delays in new wireless infrastructure and upgrade deployment schedules throughout the world, including those in the United States, Europe, Asia, South America and other areas. In addition, a number of factors may cause original equipment manufacturers to alter their outsourcing strategies concerning certain wireless communications network products, which could cause such original equipment manufacturers to reduce or eliminate their demand for external supplies of such products or shift their demand to alternative suppliers or internal suppliers. Such factors include lower perceived internal manufacturing costs and competitive reasons to remain vertically integrated. Due to the possible uncertainties associated with wireless infrastructure deployments and original equipment manufacturer demand, we have experienced and expect to continue to experience significant fluctuations in demand from our original equipment manufacturer and network operator customers. Such fluctuations have caused and may continue to cause significant reductions in our revenues and/or operating results, which has adversely impacted and may continue to adversely impact our business, financial condition and results of operations.

Cost of Sales and Gross Profit

Our cost of sales includes both fixed and variable cost components and consists primarily of materials, assembly and test labor, overhead, which includes equipment and facility depreciation, transportation costs, warranty costs and amortization of product-related intangibles. Components of our fixed cost structure include test equipment and facility depreciation, purchasing and procurement expenses and quality assurance costs. Given the fixed nature of such costs, typically the absorption of our overhead costs into inventory decreases and the amount of overhead variances expensed to cost of sales increases as manufacturing volumes decline since we have fewer units to absorb our overhead costs against. Conversely, the absorption of our overhead costs into inventory increases and the amount of overhead variances expensed to cost of sales decreases as volumes increase since we have more units to absorb our overhead costs against. As a result, our gross profit margins generally decrease as revenue and manufacturing volumes decline due to higher amounts of overhead variances expensed to cost of sales. Our gross profit margins generally increase as our revenue and manufacturing volumes increase due to lower amounts of overhead variances expensed to cost of sales. Offsetting these general trends are absolute reductions to our total overhead costs and expenses.

The following table presents an analysis of our gross profit:

	Fiscal Years Ended (in thousands)
	January 3, 2010				December 28, 2008
Net sales	$	567,486	100.0	%	$	890,234	100.0	%
Cost of sales:
Cost of sales		420,568	74.1	%		687,310	77.2	%
Intangible amortization		2,494	0.5	%		19,166	2.1	%
Restructuring and impairment charges		1,932	0.3	%		36,230	4.1	%
Total cost of sales		424,994	74.9	%		742,706	83.4	%
Gross profit	$	142,492	25.1	%	$	147,528	16.6	%

Our total gross profit decreased during fiscal 2009 compared to fiscal 2008, primarily as a result of our decreased revenues. At the same time, our gross margin percentage significantly increased to 25.1% in fiscal 2009, as compared to 16.6% in fiscal 2008. Our cost reduction activities, which included manufacturing plant consolidations and closures, helped to reduce our fixed costs and manufacturing cost overheads, which contributed to the improved gross margin percentage. The decrease in intangible amortization costs in 2009 is due to the intangible asset impairment recorded in the fourth quarter of 2008 (see Note 6 of the Notes to Consolidated Financial Statements under Part II, Item 8, Financial Statements and Supplementary Data). We incurred approximately $1.9 million of restructuring and impairment charges in cost of sales during fiscal 2009 primarily related to severance charges in the United States, Finland, Sweden and the UK. We incurred approximately $36.2 million of restructuring and impairment charges in cost of sales during fiscal 2008, primarily related to the write-down and impairment of certain intangibles, which amounted to $29.5 million. The balance of these charges was related to the closure of our manufacturing facilities in Salisbury, Maryland and China, and the related impairment of inventory that either has been or will be disposed of and is not expected to generate future revenue. These charges and amortization accounted for approximately 5.4% of the improved gross margins from 2008 to 2009. Included in cost of sales was $1.1 million for stock-based compensation expense that was recorded during fiscal 2009 for stock options and employee stock purchase plans pursuant to accounting guidance now codified as FASB ASC Topic 718, “Compensation – Stock Compensation.” During fiscal 2008, approximately $1.0 million was recorded for similar expenses.

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The wireless communications infrastructure equipment industry is extremely competitive and is characterized by rapid technological change, new product development and product obsolescence, evolving industry standards and significant price erosion over the life of a product. Certain of our competitors have aggressively lowered prices in an attempt to gain market share. Due to these competitive pressures and the pressures of our customers to continually lower product costs, we expect that the average sales prices of our products will continue to decrease and negatively impact our gross margins. In addition, we have introduced new products at lower sales prices and these lower sales prices have impacted the average sales prices of our products. We have also reduced prices on our existing products in response to our competitors and customer demands. We currently expect that pricing pressures will remain strong in our industry. Future pricing actions by our competitors and us may adversely impact our gross profit margins and profitability, which could result in decreased liquidity and adversely affect our business, financial condition and results of operations.

We continue to strive for manufacturing and engineering cost reductions to offset pricing pressures on our products, as evidenced by our prior decisions to close and consolidate several of our manufacturing locations as part of our restructuring plans to reduce our manufacturing costs over the last three years. However, we cannot guarantee that these cost reductions and our outsourcing or product redesign efforts will keep pace with price declines and cost increases. If we are unable to further reduce our costs through our manufacturing, outsourcing and/or engineering efforts, our gross margins and profitability will be adversely affected. See “Our average sales prices have declined…” and “Our reliance on contract manufacturers exposes us to risks…” under Part II, Item 1A, Risk Factors.

Operating Expenses

The following table presents a breakdown of our operating expenses by functional category and as a percentage of net sales:

	Fiscal Years Ended (in thousands)
	January 3, 2010				December 28, 2008
Operating Expenses
Sales and marketing	$	34,233	6.0	%	$	44,857	5.1	%
Research and development		58,920	10.4	%		77,652	8.7	%
General and administrative		47,658	8.4	%		63,491	7.1	%
Intangible amortization		947	0.2	%		9,508	1.1	%
Restructuring and impairment charges		2,611	0.4	%		16,178	1.8	%
Goodwill impairment charge		—	—			315,885	35.5	%
Total operating expenses	$	144,369	25.4	%	$	527,571	59.3	%

Sales and marketing expenses consist primarily of salaries and sales commissions, travel expenses, advertising and marketing expenses, selling expenses, customer demonstration unit expenses and trade show expenses. Sales and marketing expenses decreased by $10.6 million, or 24%, during fiscal 2009 as compared to fiscal 2008. The decrease was due primarily to lower personnel costs resulting from restructuring actions taken in the last year, lower travel expenses and lower trade show expenses, slightly offset by an increase in bad debt expense. In addition, expenses for fiscal 2008 included an employee bonus accrual of $0.2 million. No bonuses were accrued during fiscal 2009.

Research and development expenses consist primarily of ongoing design and development expenses for new wireless communications network products, as well as for advanced coverage solutions. We also incur design expenses associated with reducing the cost and improving the manufacturability of our existing products. Research and development expenses can fluctuate dramatically from period to period depending on numerous factors including new product introduction schedules, prototype developments and hiring patterns. Research and development expenses decreased by $18.7 million, or 24%, during fiscal 2009 as compared with fiscal 2008, due to reduced personnel costs from restructuring actions taken in the last year, lower travel expenses and lower professional fees for outsourced research and development costs. In addition, a significant portion of the reduction in our research and development expense is related to the ramp-up of our India research and development center and the corresponding reduction in engineering resources at higher cost locations. Also contributing to the decrease in research and development expenses were lower material expenses used in research and development activities. In addition, expenses for fiscal 2008 included an employee bonus accrual of $1.3 million. No bonuses were accrued during fiscal 2009.

General and administrative expenses consist primarily of salaries and other expenses for management, finance, information systems, legal fees, facilities and human resources. General and administrative expenses decreased by $15.8 million, or 25%, during fiscal 2009 as compared to fiscal 2008. This decrease was due primarily to reduced payroll resulting from personnel reductions taken in the last year from our restructuring activities and lower tax, audit and professional fees. In addition, expenses for fiscal 2008 included an employee bonus accrual of $1.4 million. No bonuses were accrued during fiscal 2009.

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Included in total operating expenses is approximately $3.3 million for compensation expense that was recognized during fiscal 2009 for restricted stock, stock options and employee stock purchase plan awards pursuant to FASB ASC Topic 718. During fiscal 2008, approximately $3.8 million was recorded for similar expenses.

Amortization of customer-related intangibles from our acquisitions, amounted to $0.9 million for fiscal 2009, compared with $9.5 million for fiscal 2008 (see Note 6 of the Notes to Consolidated Financial Statements included under Part II, Item 8, Financial Statements and Supplementary Data). The decreased amortization expense for fiscal 2009 was a result of the intangible asset impairment recorded in the fourth quarter of 2008, which led to lower amortization in 2009. The amortization of these intangibles from our past acquisitions was fully completed in fiscal 2009.

Restructuring charges of $2.6 million were recorded in fiscal 2009, primarily related to severance costs in the United States, Finland and Sweden, compared with charges of $16.2 million during fiscal 2008. The expenses for 2008 include charges related to the closure of our design and development center in Bristol, UK and the closure of manufacturing facilities in Salisbury, Maryland, Finland and China. These expenses also include impairment charges related to the closure of these manufacturing facilities, the sale of the Salisbury, Maryland facility and severance costs related to the reduction of personnel.

For fiscal 2008, we recorded a goodwill impairment charge of $315.9 million. For further discussion of this charge, see Note 6 of the Notes to Consolidated Financial Statements under Part II, Item 8, Financial Statements and Supplementary Data.

Other Income (Expense), net

The following table presents an analysis of other income (expense), net:

	Fiscal Years Ended (in thousands)
	January 3, 2010					December 28, 2008
Interest income	$	572		0.1	%	$	682		0.1	%
Interest expense		(11,070	)	(2.0	)%		(11,233	)	(1.3	)%
Foreign currency gain		3,964		0.7	%		11,455		1.3	%
Gain on repurchase of convertible debt		12,693		2.3	%		32,207		3.6	%
Other income, net		2,222		0.4	%		1,730		0.2	%
Other income (expense), net	$	8,381		1.5	%	$	34,841		3.9	%

Interest income and interest expense both decreased slightly during the year ended January 3, 2010, as compared to the year ended December 28, 2008. Interest expense decreased slightly due to lower interest expense associated with the retirement of approximately $25.4 million of our long-term debt during fiscal 2009, as compared to fiscal 2008. During fiscal 2009, we recognized a gain of $12.7 million on the purchase of $25.4 million in aggregate par value of our outstanding 1.875% convertible subordinated notes due 2024, compared to a gain of $32.2 million on the purchase of $43.7 million in aggregate par value of the same notes during fiscal 2008. We recognized a net foreign currency gain of $4.0 million for the year ended January 3, 2010 primarily due to fluctuations between the U.S. Dollar, the Euro and the Swedish Krona, compared to a foreign currency gain of $11.5 million for the year ended December 28, 2008.

Income Tax Provision

Our effective tax rate for the year ended January 3, 2010 was an expense of approximately 50.5% of our pre-tax income of $6.5 million. Our effective tax rate was reduced by approximately $2.7 million from a reduction in our liability for income taxes associated with uncertain tax positions as a result of the expiration of the statutory audit period of the tax jurisdiction as well as being effectively settled under audit. The high effective tax rate as a percentage of income is primarily due to tax expense from operations in foreign jurisdictions, primarily China, which cannot be offset against tax losses incurred in other jurisdictions, primarily the U.S. Due to the uncertainty of the timing and ultimate realization of our deferred tax assets, we have recorded a valuation allowance against a portion of the assets pursuant to the accounting guidance now codified as FASB ASC Topic 740. As such, for the foreseeable future, the tax provision or tax benefit related to future U.S. earnings or losses will be offset substantially by a reduction in the valuation allowance. For the year ended January 3, 2010, tax expense consisted primarily of taxes from operations in certain foreign jurisdictions, primarily China. We expect our effective tax rate to continue to fluctuate based on the percentage of income earned in each tax jurisdiction. Our effective tax rate for the fiscal year ended December 28, 2008 was an expense of approximately 1.0% of our pre-tax losses of $345.2 million. Although we had a pre-tax loss in 2008, we recognized income tax expense because of tax expense from operations in foreign jurisdictions, primarily China, which cannot be offset against tax losses in other jurisdictions, primarily the U.S.

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Net Income (Loss)

The following table presents a reconciliation of operating loss to net income (loss):

	Fiscal Years Ended (in thousands)
	January 3, 2010			December 28, 2008
Operating loss	$	(1,877	)	$	(380,043	)
Other income (expense), net		8,381			34,841
Income (loss) before income taxes		6,504			(345,202	)
Income tax provision		3,282			3,462
Net income (loss)	$	3,222		$	(348,664	)

Our net income for the year ended January 3, 2010 was $3.2 million compared to a loss of $348.7 million for the year ended December 28, 2008. The increase in our net income during fiscal 2009 as compared with fiscal 2008 is the result of lower manufacturing costs and operating expenses resulting from our worldwide cost-cutting and restructuring activities, lower restructuring and impairment costs, lower intangible asset amortization costs resulting from prior year asset impairments and gains on our debt repurchases during the period. The net loss during fiscal 2008 was primarily attributable to the goodwill impairment charge of $315.9 million incurred in the fourth quarter of 2008, partially offset by improved operating results.

Years ended December 28, 2008 and December 30, 2007

Net Sales

Sales increased by 14% to $890.2 million for the year ended December 28, 2008, from $780.5 million, for the year ended December 30, 2007. This increase was due to several factors, which included higher demand from our direct network operator customers, which increased by approximately $120.4 million or 57% for the year ended December 28, 2008 as compared with the year ended December 30, 2007. These increases were slightly offset by a reduction in our sales to original equipment manufacturer customers, which decreased by $10.6 million or 2% from 2007 to 2008. For the first three quarters of 2008, we experienced stronger demand from our direct network operator customers, as we believe many operators were spending to expand their 3G data capabilities in order to support increased user demand for data intensive services on their wireless networks.

The following table presents an analysis of our sales based upon our various customer groups:

	Fiscal Years Ended (in thousands)
Customer Group	December 28, 2008				December 30, 2007
Wireless network operators and other	$	333,030	37	%	$	212,675	27	%
Original equipment manufacturers		557,204	63	%		567,842	73	%
Total	$	890,234	100	%	$	780,517	100	%

The following table presents an analysis of our sales based upon our various product groups:

	Fiscal Years Ended (in thousands)
Wireless Communications Product Group	December 28, 2008				December 30, 2007
Antenna systems	$	233,090	26	%	$	160,974	21	%
Base station systems		571,526	64	%		565,084	72	%
Coverage systems		85,618	10	%		54,459	7	%
Total	$	890,234	100	%	$	780,517	100	%

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The increase in all three product groups is the result of higher demand from our direct network operator customers during the year ended December 28, 2008 as compared to the year ended December 30, 2007. In addition, the increase in coverage systems sales was due to increased demand for data service within indoor networks, such as those included within the coverage solutions group.

The following table presents an analysis of our sales based upon the geographic area to which a product was shipped:

	Fiscal Years Ended (in thousands)
Geographic Area	December 28, 2008				December 30, 2007
Americas	$	281,528	32	%	$	220,798	28	%
Asia Pacific		302,169	34	%		203,904	26	%
Europe		274,977	31	%		334,095	43	%
Other international		31,560	3	%		21,720	3	%
Total	$	890,234	100	%	$	780,517	100	%

Revenues in the Americas increased by 28% during fiscal 2008 as compared to fiscal 2007, primarily as a result of increased demand from direct network operator customers. The 48% increase in revenues in the Asia region is largely attributable to an increase in original equipment manufacturers taking delivery of products in Asia for the Asian market, and increased demand in parts of the region including China, India and South Korea. The reduction in European revenues relates primarily to the shift in original equipment manufacturer deliveries to Asia as mentioned above. In addition, weakness in the European direct operator market continued to contribute to the overall decline in revenues for Europe. The 45% increase in other international markets is primarily related to increased direct network operator sales in the Middle East. Since wireless network infrastructure spending is dependent on individual network coverage and capacity demands, we do not believe that our revenue fluctuations for any geographic region are necessarily indicative of a predictable trend for our future revenues by geographic area. In addition, as noted above, growth in one geographic location may not reflect actual demand growth in that location due to the centralized buying processes of our original equipment manufacturer customers.

We have calculated that when comparing exchange rates in effect for the year ended December 30, 2007 to those in effect for the year ended December 28, 2008, approximately 4.7% of our 2008 revenues could be attributable to the increase in the value of foreign currencies as compared to the U.S. Dollar.

For the year ended December 28, 2008, total sales to Nokia Siemens accounted for approximately 31% of sales and sales to Alcatel-Lucent accounted for approximately 17% for the period. For the year ended December 30, 2007, total sales to Nokia Siemens accounted for approximately 35% of sales and sales to Alcatel-Lucent accounted for approximately 16% of sales.

Cost of Sales and Gross Profit

The following table presents an analysis of our gross profit:

	Fiscal Years Ended (in thousands)
	December 28, 2008				December 30, 2007
Net sales	$	890,234	100.0	%	$	780,517	100.0	%
Cost of sales:
Cost of sales		687,310	77.2	%		638,487	81.8	%
Intangible amortization		19,166	2.1	%		19,609	2.5	%
Restructuring and impairment charges		36,230	4.1	%		35,170	4.5	%
Total cost of sales		742,706	83.4	%		693,266	88.8	%
Gross profit	$	147,528	16.6	%	$	87,251	11.2	%

Our total gross profit increased during fiscal 2008 compared to fiscal 2007, primarily as a result of our increased revenues and cost reduction activities. Our increased revenues allowed us to absorb more of our manufacturing cost overhead and fixed costs, which in turn improved our gross margins. In addition, our cost reduction activities, which included manufacturing plant consolidations and closures, helped to reduce our fixed costs and manufacturing cost overheads, which contributed to the improved gross margins. Also contributing to the increase in our gross margins for fiscal 2008 was a significant increase in direct network operator sales, which typically carry higher gross margins than our original equipment

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manufacturer-based sales. The completion of the Filtronic plc wireless acquisition in the fourth quarter of 2006 added significant additional manufacturing overhead expenses which were not being absorbed by our lower revenues during fiscal 2007. In addition, cost of sales includes $1.0 million for stock-based compensation expense that was recorded during fiscal 2008 for stock options and employee stock purchase plans pursuant to accounting FASB ASC Topic 718. During fiscal 2007, approximately $0.7 million was recorded for similar expenses. We incurred approximately $36.2 million of restructuring and impairment charges in cost of sales during fiscal 2008, primarily related to the write-down and impairment of certain intangibles, which amounted to $29.5 million. The balance of these charges was related to the closures of our manufacturing facilities in Salisbury, Maryland and China, and related impairment of inventory. For fiscal 2007, we incurred a total of $35.2 million of restructuring and impairment costs primarily related to the closure of our Costa Rica and Philippines manufacturing locations and our 2007 restructuring activities. We also recorded a $2.7 million intangible asset impairment for fiscal 2007 (see Note 6 of the Notes to Consolidated Financial Statements under Part II, Item 8, Financial Statements and Supplementary Data).

Operating Expenses

The following table presents a breakdown of our operating expenses by functional category and as a percentage of net sales:

	Fiscal Years Ended (in thousands)
	December 28, 2008				December 30, 2007
Operating Expenses
Sales and marketing	$	44,857	5.1	%	$	52,991	6.8	%
Research and development		77,652	8.7	%		84,992	10.9	%
General and administrative		63,491	7.1	%		75,267	9.6	%
Intangible amortization		9,508	1.1	%		11,033	1.4	%
In-process research and development		—	—			208	0.0	%
Restructuring and impairment charges		16,178	1.8	%		11,296	1.5	%
Goodwill impairment charge		315,885	35.5	%		151,735	19.4	%
Total operating expenses	$	527,571	59.3	%	$	387,522	49.6	%

Sales and marketing expenses decreased by $8.1 million, or 15%, during fiscal 2008 as compared to fiscal 2007. The decrease resulted primarily from decreased payroll associated with personnel reductions, as well as decreased travel expenses, lower marketing expenses and lower bad debt costs.

Research and development expenses decreased by $7.3 million, or 9%, during fiscal 2008 as compared to fiscal 2007, primarily due to decreased payroll associated with personnel reductions offset slightly by the increase in engineering expenses in India. In addition, for fiscal 2008 we had reduced material expenses and lower general office expenses as well as decreased development activities.

General and administrative expenses decreased $11.8 million, or 16%, during fiscal 2008 as compared to fiscal 2007. This decrease was due to several factors including, decreased payroll associated with lower personnel levels as a result of the various facility closures, lower travel expenses and decreased general office expenses.

In addition, total operating expenses includes approximately $3.8 million for compensation expense that was recognized during fiscal 2008 for restricted stock, stock options and employee stock purchase plan awards pursuant to FASB ASC Topic 718. During fiscal 2007, approximately $4.2 million was recorded for similar expenses.

Amortization of customer-related intangibles from our prior acquisitions amounted to $9.5 million for fiscal 2008, compared to $11.0 million for fiscal 2007. The decrease in 2008 was related to certain intangibles being fully amortized during 2008 and the impairment of intangibles in the fourth quarter of 2008.

We recorded a one-time charge in fiscal 2007 of $0.2 million for purchased in-process research and development associated with the acquisition of Cognition Networks LLC in the fourth quarter of 2007. This charge related to certain product development activities of the acquired businesses that had not reached technological feasibility. Successful development was uncertain and no future alternative uses existed.

For fiscal 2008, we recognized restructuring and impairment charges of $16.2 million. This includes expenses related to the closure of our design and development center in Bristol, UK and the closure of manufacturing facilities in Salisbury, Maryland, Finland and China. These expenses include impairment charges related to the closure and sale of said facilities and severance costs related to the reduction of personnel. For fiscal 2007, we recognized restructuring and impairment charges of $11.3 million.

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For fiscal 2008, we recorded a goodwill impairment charge of $315.9 million, compared to an impairment charge of $151.7 million for fiscal 2007. For further discussion of these charges, see Note 6 of the Notes to Consolidated Financial Statements under Part II, Item 8, Financial Statements and Supplementary Data.

Other Income (Expense), net

The following table presents a breakdown of other income (expense), net:

	Fiscal Years Ended (in thousands)
	December 28, 2008					December 30, 2007
Interest income	$	682		0.1	%	$	2,137		0.3	%
Interest expense		(11,233	)	(1.3	)%		(10,086	)	(1.3	)%
Foreign currency gain		11,455		1.3	%		910		0.1	%
Gain on repurchase of convertible debt		32,207		3.6	%		2,101		—	%
Other income, net		1,730		0.2	%		2,872		0.6	%
Other income (expense), net	$	34,841		3.9	%	$	(2,066	)	(0.3	)%

Interest income decreased by $1.5 million during fiscal 2008 primarily due to our lower cash balances, as well as the significantly reduced short-term interest rates. Interest expense increased by $1.1 million due primarily to additional interest expense related to the issuance of $150.0 million 3.875% convertible subordinated notes in September 2007 as well as interest expense related to borrowings under our line of credit during fiscal 2008. We recognized a net foreign currency gain of $11.5 million for the year ended December 28, 2008, primarily due to the strength of the U.S. Dollar versus several currencies, including the Euro and Swedish Krona, as compared to the year ended December 30, 2007. We recognized a gain of $32.2 million on the purchase of $43.7 million in aggregate par value of our outstanding 1.875% convertible subordinated notes due 2024 that were purchased at a discount. During 2007, we recognized a gain of $2.1 million related to the repurchase of $116.4 million of 1.25% convertible subordinated notes due July 2008.

Income Tax Provision

Our effective tax rate for the year ended December 28, 2008 was an expense of approximately 1.0% of our pre-tax losses of $345.2 million. Due to the uncertainty as to the timing and ultimate realization of our deferred tax assets, we recorded a valuation allowance against a portion of our deferred tax assets pursuant to FASB ASC Topic 740. For the year ended December 30, 2007, tax expense consisted primarily of taxes or tax benefits in certain foreign jurisdictions. However, during 2007, income tax expense was impacted by a required income tax payment of approximately $1.6 million related to the sale of our building in the Philippines, as well as a charge of $0.4 million related to a settlement with the Internal Revenue Service related to an income tax examination for the 2004 tax year.

Net Loss

The following table presents a reconciliation of operating loss to net loss:

	Fiscal Years Ended (in thousands)
	December 28, 2008			December 30, 2007
Operating loss	$	(380,043	)	$	(300,271	)
Other income (expense), net		34,841			(2,066	)
Loss before income taxes		(345,202	)		(302,337	)
Income tax provision		3,462			7,198
Net loss	$	(348,664	)	$	(309,535	)

Our net loss for fiscal 2008 of $348.7 million compared to a net loss of $309.5 million for fiscal 2007. The increase in the loss during fiscal 2008 as compared to fiscal 2007 is primarily due to the goodwill impairment charge of $315.9 million incurred in the fourth quarter of 2008, versus the goodwill impairment charge of $151.7 million incurred in 2007.

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Liquidity and Capital Resources

We have historically financed our operations through a combination of cash on hand, cash provided from operations, equipment lease financings, available borrowings under bank lines of credit, private debt placements and both private and public equity offerings. Our principal sources of liquidity consist of existing cash balances, funds expected to be generated from future operations and borrowings under our Credit Agreement with Wells Fargo Capital Finance, LLC. As of January 3, 2010, we had working capital of $175.4 million, including $60.4 million in unrestricted cash and cash equivalents as compared to working capital of $179.1 million at December 28, 2008, which included $46.9 million in unrestricted cash and cash equivalents. We currently invest our excess cash in short-term, investment-grade, money-market instruments with maturities of three months or less. We typically hold such investments until maturity and then reinvest the proceeds in similar money market instruments. We believe that all of our cash investments would be readily available to us should the need arise.

Cash Flows

The following table summarizes our cash flows for the years ended January 3, 2010 and December 28, 2008:

	Fiscal Years Ended (in thousands)
	January 3, 2010			December 28, 2008
Net cash provided by (used in):
Operating activities	$	31,269		$	27,306
Investing activities		(2,575	)		(8,695	)
Financing activities		(13,484	)		(23,940	)
Effect of foreign currency translation on cash and cash equivalents		(1,677	)		(5,916	)
Net increase (decrease) in cash and cash equivalents	$	13,533		$	(11,245	)

Operating Activities

Net cash provided by operations during the year ended January 3, 2010 was $31.3 million as compared with $27.3 million during the year ended December 28, 2008. The increase in cash flow from operations is due to improved net income, increased cost controls, reduced operating expenses and improved working capital management during fiscal 2009. We also had a reduction in restructuring and impairment charges of approximately $48 million.

Investing Activities

Net cash used in investing activities during the year ended January 3, 2010 was $2.6 million as compared with net cash used in investing activities of $8.7 million during the year ended December 28, 2008. The net cash used in investing activities during fiscal 2009 represents capital expenditures of $10.2 million, offset by a reduction in our restricted cash of $0.8 million, proceeds from a settlement of litigation of $2.0 million, proceeds from the final installment payment from the sale of the Arkivator business in 2006 of $0.5 million, proceeds from the sale of the Salisbury, Maryland building of $3.9 million and proceeds from the sale of fixed assets of $0.4 million. Capital expenditures for the year ended December 28, 2008 were approximately $13.5 million. The majority of the capital spending during both periods related to computer hardware and test equipment utilized in our manufacturing and research and development areas.

Financing Activities

Net cash used in financing activities of $13.5 million during the year ended January 3, 2010 relates primarily to the repurchase of $25.4 million in aggregate par value of our 1.875% convertible subordinated notes due 2024 for approximately $12.4 million, as well as $1.3 million in debt issuance costs incurred related to our new Credit Agreement. Net cash used in financing activities of $23.9 million for the year ended December 28, 2008 represents the $13.6 million redemption of the 1.25% convertible notes due July 2008, excluding accrued interest, and the repurchase of $43.7 million par value of our 1.875% convertible subordinated notes due November 2024 for approximately $10.9 million.

Future Cash Requirements

Our principal sources of liquidity consist of our existing cash balances, funds expected to be generated from operations and our Credit Agreement with Wells Fargo Capital Finance, LLC, described below. We currently believe that these sources will provide us with sufficient funds to finance our current operations for at least the next twelve months. We regularly review our cash funding requirements and attempt to meet those requirements through a combination of cash on hand and cash provided by operations. Our ability to increase revenues and generate profits is subject to numerous risks and uncertainties, and any significant decrease in our revenues or profitability would reduce our operating cash flows and erode our existing cash balances. No assurances can be given that we will be able to generate positive operating cash flows in the future or maintain and/or grow our existing cash balances.

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We had a total of $280.9 million of long-term convertible subordinated notes outstanding at January 3, 2010, consisting of $130.9 million of 1.875% convertible subordinated notes due 2024 (“2024 Notes”) and $150.0 million of 3.875% convertible subordinated notes due 2027 (“2027 Notes”). Holders of the 2024 Notes may require us to repurchase all or a portion of their notes for cash on November 15, 2011, 2014 and 2019 at 100% of the principal amount of the notes, plus accrued and unpaid interest. Holders of the 2027 Notes may require us to repurchase all or a portion of their notes for cash on October 1, 2014, 2017 and 2022 at 100% of the principal amount of the notes, plus accrued and unpaid interest. No assurance can be given that we will be able to generate positive operating cash flows in the future or maintain and/or grow our existing cash balances. If we do not generate sufficient cash from operations, or improve our ability to generate cash, we may not have sufficient funds available to repurchase our debt on the dates referenced above. If we have not retired the debt prior to the repurchase dates referenced above, and if we do not have adequate cash available at that time, we would be required to refinance the notes and no assurance can be given that we will be able to refinance the notes on terms acceptable to us or at all given current conditions in the credit markets. If our financial performance is poor or if credit markets remain tight, we will likely encounter a more difficult environment in terms of raising additional financing. If we are not able to repay or refinance the notes or if we experience a prolonged period of reduced customer demand for our products, our ability to maintain operations may be impacted.

Credit Agreement

We entered into a Credit Agreement with Wells Fargo Capital Finance, LLC on April 3, 2009. See Note 5 of the Notes to Consolidated Financial Statements under Part II, Item 8, Financial Statements and Supplementary Data. Pursuant to the Credit Agreement, the lenders thereunder have made available to us a senior secured credit facility in the form of a revolving line of credit up to a maximum of $50.0 million. Availability under the Credit Agreement is based on the calculation of our borrowing base as defined in the Credit Agreement. The Credit Agreement is secured by a first priority security interest on a majority of our assets, including without limitation, all accounts, equipment, inventory, chattel paper, records, intangibles, deposit accounts, cash and cash equivalents and proceeds of the foregoing. The Credit Agreement expires on August 15, 2011. The Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations on us with respect to indebtedness, liens, investments, distributions, mergers and acquisitions and dispositions of assets. The Credit Agreement also includes financial covenants including minimum EBITDA and maximum capital expenditures that are applicable only if the availability under our line of credit falls below $20.0 million. On December 31, 2009, the Company entered into a Waiver, Consent, Amendment to the Credit Agreement. Under the amendment, certain immaterial technical defaults by the Company were waived by Wells Fargo. In addition, certain financial covenants were amended, including the lowering of the minimum EBITDA thresholds. As of January 3, 2010, the Company had approximately $29.4 million of availability under the Credit Agreement, of which approximately $5 million was utilized for an outstanding letter of credit.

Also on April 3, 2009, in connection with entering into the Credit Agreement referenced above, we terminated our Amended Receivables Purchase Agreement with Deutsche Bank AG. As of the date of termination, we did not have any borrowings outstanding under the Amended Receivables Purchase Agreement. In addition, we did not incur any early termination penalties in connection with the termination of the Amended Receivables Purchase Agreement.

On occasion, we have previously utilized both operating and capital lease financing for certain equipment purchases used in our manufacturing and research and development operations and may selectively continue to do so in the future. We may require additional funds in the future to support our working capital requirements or for other purposes such as acquisitions, and we may seek to raise such additional funds through the sale of public or private equity and/or debt financing, as well as from other sources. Our ability to secure additional financing or sources of funding is dependent upon our financial performance, credit rating and the market price for our Common Stock, which are all directly impacted by our ability to grow revenues and generate profits. In addition, our ability to obtain financing is directly dependent upon the availability of financial markets to provide sources of financing on reasonable terms and conditions. During the last half of fiscal 2008 and throughout fiscal 2009, the capital and credit markets have experienced extreme volatility and disruption. In several cases, the markets have exerted downward pressure on stock prices and credit capacity for certain issuers. Given current market conditions, we can make no guarantee that we will be able to obtain additional financing or secure new financing arrangements in the future. If our operating performance was to deteriorate and our cash balances were to be significantly reduced, we would likely encounter a more difficult environment in terms of raising additional funding to support our business, the cost of additional funding or borrowing could increase, and we may be required to further reduce operating expenses or scale back operations.

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Off-Balance Sheet Arrangements

Our off-balance sheet arrangements consist primarily of conventional operating leases, purchase commitments and other commitments arising in the normal course of business, as further discussed below under “Contractual Obligations and Commercial Commitments.” As of January 3, 2010, we did not have any other relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Contractual Obligations and Commercial Commitments

We incur various contractual obligations and commercial commitments in our normal course of business. Such obligations and commitments consist primarily of the following:

Short-Term Debt

At January 3, 2010, we had no short-term debt outstanding.

Long-Term Debt

At January 3, 2010, we had $280.9 million of long-term debt, consisting of our outstanding $150.0 million par value 3.875% convertible subordinated notes due October 2027 and $130.9 million 1.875% convertible subordinated notes due November 2024. These notes are convertible into shares of our Common Stock at the option of the holder (see Note 5 of the Notes to Consolidated Financial Statements included under Part II, Item 8, Financial Statements and Supplementary Data.)

Operating Lease Obligations

We have various operating leases covering vehicles, equipment, facilities and sales offices located throughout the world.

Purchase Commitments with Contract Manufacturers

We generally issue purchase orders to our contract manufacturers with delivery dates from four to six weeks from the purchase order date. In addition, we regularly provide our contract manufacturers with rolling six-month forecasts of material and finished goods requirements for planning and long-lead time parts procurement purposes only. We are committed to accept delivery of materials pursuant to our purchase orders subject to various contract provisions which allow us to delay receipt of such orders or cancel orders beyond certain agreed lead times. Such cancellations may or may not result in cancellation costs payable by us. In the past, we have been required to take delivery of materials from our suppliers that were in excess of our requirements and we have previously recognized charges and expenses related to such excess material. If we are unable to adequately manage our contract manufacturers and adjust such commitments for changes in demand, we may incur additional inventory expenses related to excess and obsolete inventory. These expenses could have a material adverse effect on our business, financial condition and results of operations.

Contract Agreements with Contract Manufacturers

Our typical contractual agreements with contract manufacturers do not require us to purchase a fixed amount of products or generate a fixed amount of profit for the contract manufacturer. Pricing and other terms are normally reviewed on a quarterly basis. To further clarify the pricing clauses common in our contracts with contract manufacturers, the actual revenue margin of a third-party contract manufacturer is proprietary information that is not readily available to any customer. While our agreements normally state that pricing shall be on an open book basis, they also state that such basis is to be consistent with current practices and that it must be consistent with their confidentiality terms with other third parties. What this means in practice is that it is extremely difficult for Powerwave to accurately forecast what is actually being earned by a contract manufacturer, therefore it is typical that an ongoing negotiation occurs between the parties to determine what actual prices will be. If we are unable to adequately manage and negotiate pricing with our contract manufacturing partners, we may pay higher prices for contract manufacturing services which would have a negative impact on our business, operating margins, financial condition and results of operations.

Other Commitments

We also incur various purchase obligations with other vendors and suppliers for the purchase of inventory, as well as other goods and services, in the normal course of business. These obligations are generally evidenced by purchase orders with delivery dates from four to six weeks from the purchase order date, and in certain cases, supply agreements that contain the terms and conditions associated with these purchase arrangements. We are committed to accept delivery of materials pursuant to such purchase orders; however, various contract provisions allow us to delay receipt of orders or cancel orders that are beyond certain agreed lead times. These cancellations may or may not result in cancellation costs payable by us. In

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the past, we have been required to take delivery of materials from our suppliers that were in excess of our requirements, and we have previously recognized charges and expenses related to this excess material. If we are not able to adequately manage our supply chain and adjust these commitments for changes in demand, we may incur additional inventory expenses related to excess and obsolete inventory. These expenses could have a material adverse effect on our business, financial condition and results of operations.

Guarantees Under Letters of Credit

We occasionally issue guarantees for certain contingent liabilities under various contractual arrangements, including customer contracts, self-insured retentions under certain insurance policies and governmental value-added tax compliance programs. These guarantees normally take the form of standby letters of credit issued by our bank that may be secured by our Credit Agreement, cash deposits or pledges or performance bonds issued by an insurance company.

Contractual Obligations

As of January 3, 2010, expected future cash payments related to contractual obligations and commercial commitments were as follows:

	Payments Due by Period (in thousands)
	Less than 1 Year		1-3 Years		3-5 Years		Thereafter		Total
Short-term and long-term debt (including interest) (1) (2)	$	8,267	$	16,533	$	16,533	$	379,230	$	420,563
Operating lease obligations		4,238		2,848		1,271		734		9,091
Purchase commitments with contract manufacturers		16,534		—		—		—		16,534
Other purchase commitments		38,104		—		—		—		38,104
Total contractual obligations and commercial commitments	$	67,143	$	19,381	$	17,804	$	379,964	$	484,292

⁽¹⁾ Holders of the $130.9 million outstanding principal amount of convertible subordinated notes due 2024 may require us to repurchase all or a portion of their notes for cash on November 15, 2011, 2014 and 2019 at 100% of the principal amount of the notes, plus accrued and unpaid interest up to but not including the date of such repurchase. The figures in the table assume the notes will be held to maturity and the holders will not utilize the repurchase option.

⁽²⁾ Holders of the $150.0 million outstanding principal amount of convertible subordinated notes due 2027 may require us to repurchase all or a portion of their notes for cash on October 1, 2014, 2017 and 2022 at 100% of the principal amount of the notes, plus accrued and unpaid interest up to but not including the date of such repurchase. The figures in the table assume the notes will be held to maturity and the holders will not utilize the repurchase option.

We believe that our existing cash balances and funds expected to be generated from future operations and our available credit facilities will be sufficient to satisfy these contractual obligations and commercial commitments and that the ultimate payments associated with these commitments will not have a material adverse effect on our liquidity position.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our financial instruments include cash and cash equivalents, restricted cash, short-term investments, capital leases and long-term debt. As of January 3, 2010, the carrying values of our financial instruments approximated their fair values based upon current market prices and rates except for long-term debt for which the fair value is estimated based on the quoted market price for the debt.

We have exposure to a number of market risks in the ordinary course of business. These risks, which include foreign currency risk, interest rate risk and commodity price risk, arise in the normal course of business rather than from trading. We have examined our exposure to these risks and have concluded that none of our exposure in these areas are material to fair values, cash flows or earnings.

Foreign Currency Risk

Our international operations represent a substantial portion of our operating results and asset base. We maintain various operations in multiple foreign locations including Brazil, China, Estonia, Finland, France, Germany, India, Singapore, Sweden, Thailand and the United Kingdom. These international operations generally incur local operating costs and generate third-party revenues in currencies other than the U.S. Dollar. These foreign currency revenues and expenses expose us to foreign currency risk and give rise to foreign currency exchange gains and losses. We do not presently hedge against the risks of foreign currently fluctuations. In the event of significant fluctuations in foreign currencies, we may experience declines in revenue and adverse impacts on operating results and such changes could be material.

We regularly pursue new customers in various international locations where new deployments or upgrades to existing wireless communication networks are planned. As a result, a significant portion of our revenues are derived from international sources (excluding North America), with our international customers accounting for approximately 73% of our net sales during fiscal 2009, 70% of our net sales during fiscal 2008 and 73% of our fiscal 2007 net sales. International sources include Europe, Asia and South America, where there has been historical volatility in several of the regions’ currencies. Changes in the value of the U.S. Dollar versus the local currency in which our products are sold exposes us to foreign currency risk since the weakening of an international customer’s local currency and banking market may negatively impact such customer’s ability to meet their payment obligations to us. Alternatively, if a sale price is denominated in U.S. Dollars and the value of the Dollar falls, we may suffer a loss due to the lower value of the Dollar. In addition, some of our international customers require that we transact business with them in their own local currency, regardless of the location of our operations, which also exposes us to foreign currency risk. Since we sell products or services in foreign currencies, we are required to convert the payments received into U.S. Dollars or utilize such foreign currencies as payments for expenses of our business, which gives rise to foreign exchange gains and losses. Given the uncertainty as to when and what specific foreign currencies we may be required or decide to accept as payment from our international customers, we cannot predict the ultimate impact that such a decision would have on our business, financial condition and results of operations. For the year ended January 3, 2010, we recorded a foreign exchange translation gain of $4.0 million due to fluctuations in the value of the U.S. Dollar. There can be no assurance that we will not incur foreign exchange translation losses in the future if the Dollar further weakens.

Interest Rate Risk

As of January 3, 2010, we had cash equivalents of approximately $63.0 million in both interest and non-interest bearing accounts, including restricted cash. We also had $130.9 million of our convertible subordinated notes due November 2024 at a fixed annual interest rate of 1.875% and $150.0 million of convertible subordinated notes due October 2027 at a fixed rate of 3.875%. We have exposure to interest rate risk primarily through our convertible subordinated debt, our Credit Agreement and our cash investment portfolio. Short-term investment rates decreased significantly during 2008 and remained low throughout 2009 as the U.S. Federal Reserve has attempted to mitigate the impact of the recession. In spite of this, we believe that we are not subject to material fluctuations in principal given the short-term maturities and high-grade investment quality of our investment portfolio, and the fact that the effective interest rate of our portfolio tracks closely to various short-term money market interest rate benchmarks. Therefore, we currently do not use derivative instruments to manage our interest rate risk. Based on our overall interest rate exposure at January 3, 2010, we do not believe that a 100 basis point change in interest rates would have a material effect on our consolidated business, financial condition or results of operations.

Commodity Price Risk

Our internal manufacturing operations and contract manufacturers require significant quantities of transistors, semiconductors and various metals for use in the manufacture of our products. Therefore, we are exposed to certain commodity price risks associated with variations in the market prices for these electronic components as these prices directly impact the cost to manufacture products and the price we pay our contract manufacturers to manufacture our products. We attempt to manage this risk by entering into supply agreements with our contract manufacturers and various suppliers of these

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components in order to mitigate the impact of any fluctuations in commodity prices. These supply agreements are not long-term supply agreements. If we or our contract manufacturers become subject to a significant increase in the price of one of these components, we may be unable to pass such costs onto our customers. In addition, certain transistors and semiconductors are regularly revised or changed by their manufacturers, which may result in a requirement for us to redesign a product that utilizes these components or cease the production of such products. In such events, our business, financial condition or results of operations could be adversely affected. Additionally, we require specialized electronic test equipment, which is utilized in both the design and manufacture of our products. The electronic test equipment is available from limited sources and may not be available in the time periods required for us to meet our customers’ demand. If required, we may be forced to pay higher prices for equipment and/or we may not be able to obtain the equipment in the time periods required, which would then delay our development or production of new products. These delays and any potential additional costs could have a material adverse effect on our business, financial condition or results of operations. Prior increases to the price of oil and energy have translated into higher freight and transportation costs and, in certain cases, higher raw material supply costs. These higher costs negatively impacted our production costs. We may not be able to pass on these higher costs to our customers and if we insist on raising prices, our customers may curtail their purchases from us. There are significant concerns in the business community about inflationary pressures on costs. Further increases in energy prices may negatively impact our business, financial condition and results of operations.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements/Schedule:

Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm	53
Consolidated Balance Sheets	55
Consolidated Statements of Operations	56
Consolidated Statements of Comprehensive Operations	57
Consolidated Statements of Shareholders’ Equity (Deficit)	58
Consolidated Statements of Cash Flows	59
Notes to Consolidated Financial Statements	61
Quarterly Financial Data (Unaudited)	88
Financial Statement Schedule
Schedule II — Valuation and Qualifying Accounts	97

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Powerwave Technologies, Inc.:

We have audited the accompanying consolidated balance sheets of Powerwave Technologies, Inc. and subsidiaries (the “Company”) as of January 3, 2010 and December 28, 2008, and the related consolidated statements of operations, shareholders’ equity (deficit), and cash flows for each of the years ended January 3, 2010, December 28, 2008 and December 30, 2007. Our audits also included the financial statement schedule listed in the Index at Item 15. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Powerwave Technologies, Inc. and subsidiaries at January 3, 2010 and December 28, 2008, and the results of their operations and their cash flows for each of the years ended January 3, 2010, December 28, 2008 and December 30, 2007, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

As discussed in Note 15 to the consolidated financial statements, the Company adopted the provisions of accounting guidance now codified as Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 740, “Income Taxes” in 2007.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of January 3, 2010, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2010 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Costa Mesa, California

February 19, 2010

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Powerwave Technologies, Inc.:

We have audited the internal control over financial reporting of Powerwave Technologies, Inc. and subsidiaries (the “Company”) as of January 3, 2010, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 3, 2010, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended January 3, 2010, of the Company and our report dated February 19, 2010, expressed an unqualified opinion on those consolidated financial statements and financial statement schedule.

/s/ DELOITTE & TOUCHE LLP

Costa Mesa, California

February 19, 2010

54

POWERWAVE TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

	January 3, 2010			December 28, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	60,439		$	46,906
Restricted cash		2,600			3,433
Accounts receivable, net of allowance for sales returns and doubtful accounts of $8,349 and $9,478, respectively		142,949			213,871
Inventories		60,544			81,098
Prepaid expenses and other current assets		21,334			25,303
Deferred income taxes		6,449			3,204
Total current assets		294,315			373,815
Property, plant and equipment, net		89,883			98,616
Intangible assets, net		—			3,803
Asset held for sale		—			4,845
Other assets		5,987			6,817
TOTAL ASSETS	$	390,185		$	487,896
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	81,830		$	139,267
Accrued payroll and employee benefits		11,322			12,286
Accrued restructuring costs		1,803			5,813
Accrued expenses and other current liabilities		23,946			37,390
Total current liabilities		118,901			194,756
Long-term debt		280,887			306,321
Other liabilities		1,356			1,898
Total liabilities		401,144			502,975
Commitments and contingencies (Notes 9 and 10)
Shareholders’ deficit:
Preferred Stock, $0.0001 par value, 5,000,000 shares authorized and no shares issued or outstanding		—			—
Common Stock, $0.0001 par value, 250,000,000 shares authorized, 132,357,287 and 131,637,460 shares issued and outstanding, respectively		769,825			765,204
Accumulated other comprehensive income		10,522			14,245
Accumulated deficit		(791,306	)		(794,528	)
Net shareholders’ deficit		(10,959	)		(15,079	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	390,185		$	487,896

The accompanying notes are an integral part of these consolidated financial statements.

55

POWERWAVE TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	January 3, 2010			December 28, 2008			December 30, 2007
Net sales	$	567,486		$	890,234		$	780,517
Cost of sales:
Cost of goods		420,568			687,310			638,487
Intangible asset amortization		2,494			19,166			19,609
Restructuring and impairment charges		1,932			36,230			35,170
Total cost of sales		424,994			742,706			693,266
Gross profit		142,492			147,528			87,251
Operating expenses:
Sales and marketing		34,233			44,857			52,991
Research and development		58,920			77,652			84,992
General and administrative		47,658			63,491			75,267
Intangible asset amortization		947			9,508			11,033
In-process research and development		—			—			208
Restructuring and impairment charges		2,611			16,178			11,296
Goodwill impairment charge		—			315,885			151,735
Total operating expenses		144,369			527,571			387,522
Operating loss		(1,877	)		(380,043	)		(300,271	)
Other income (expense), net		8,381			34,841			(2,066	)
Income (loss) before income taxes		6,504			(345,202	)		(302,337	)
Income tax provision		3,282			3,462			7,198
Net income (loss)	$	3,222		$	(348,664	)	$	(309,535	)
Basic earnings (loss) per share:	$	0.02		$	(2.66	)	$	(2.37	)
Diluted earnings (loss) per share:	$	0.02		$	(2.66	)	$	(2.37	)
Shares used in the computation of earnings (loss) per share:
Basic		131,803			131,077			130,396
Diluted		134,006			131,077			130,396

The accompanying notes are an integral part of these consolidated financial statements.

56

POWERWAVE TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS

(in thousands)

	Fiscal Years Ended
	January 3, 2010			December 28, 2008			December 30, 2007
Net income (loss)	$	3,222		$	(348,664	)	$	(309,535	)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of income tax		(3,723	)		(54,215	)		33,250
Comprehensive loss	$	(501	)	$	(402,879	)	$	(276,285	)

The accompanying notes are an integral part of these consolidated financial statements.

57

POWERWAVE TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)

(in thousands)

	Common Stock					Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Accumulated Deficit)			Total Shareholders’ Equity (Deficit)
	Shares		Amount
Balance at December 31, 2006	130,081		$	751,380		$	35,210		$	(134,992	)	$	651,598
Implementation of FASB ASC Topic 740	—			—			—			(1,337	)		(1,337	)
Issuance of Common Stock related to employee stock-based compensation plans	997			3,973			—			—			3,973
Repurchase of Common Stock	(61	)		(352	)		—			—			(352	)
Stock-based compensation expense	—			4,887			—			—			4,887
Foreign currency translation adjustments	—			—			33,250			—			33,250
Net loss	—			—			—			(309,535	)		(309,535	)
Balance at December 30, 2007	131,017			759,888			68,460			(445,864	)		382,484
Issuance of Common Stock related to employee stock-based compensation plans	789			1,086			—			—			1,086
Repurchase of Common Stock	(169	)		(524	)		—			—			(524	)
Stock-based compensation expense	—			4,754			—			—			4,754
Foreign currency translation adjustments	—			—			(54,215	)		—			(54,215	)
Net loss	—			—			—			(348,664	)		(348,664	)
Balance at December 28, 2008	131,637			765,204			14,245			(794,528	)		(15,079	)
Issuance of Common Stock related to employee stock-based compensation plans	732			281			—			—			281
Repurchase of Common Stock	(12	)		(15	)		—			—			(15	)
Stock-based compensation expense	—			4,355			—			—			4,355
Foreign currency translation adjustments	—			—			(3,723	)		—			(3,723	)
Net income	—			—			—			3,222			3,222
Balance at January 3, 2010	132,357		$	769,825		$	10,522		$	(791,306	)	$	(10,959	)

The accompanying notes are an integral part of these consolidated financial statements.

58

POWERWAVE TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Fiscal Years Ended
	January 3, 2010			December 28, 2008			December 30, 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	3,222		$	(348,664	)	$	(309,535	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		24,509			51,219			56,015
Goodwill impairment charge		—			315,885			151,735
In-process research and development charge		—			—			208
Non-cash restructuring and impairment charges		4,543			52,408			46,466
Provision for sales returns and doubtful accounts		1,860			878			4,073
Provision for excess and obsolete inventories		9,057			5,854			18,496
Deferred income taxes		(3,245	)		(373	)		(1,972	)
Compensation costs related to stock-based awards		4,355			4,754			4,887
Gain on repurchase of convertible debt		(12,693	)		(32,207	)		(2,211	)
Gain on disposal of property, plant and equipment		(95	)		(466	)		(678	)
Gain on settlement of litigation		(645	)		—			—
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		66,817			4,886			(19,915	)
Inventories		10,247			(3,051	)		38,456
Prepaid expenses and other current assets		1,330			9,640			15,665
Accounts payable		(55,481	)		9,881			8,341
Accrued expenses and other current liabilities		(21,501	)		(44,523	)		(34,278	)
Other non-current assets		167			939			(1,642	)
Other non-current liabilities		(1,178	)		246			(808	)
Net cash provided by (used in) operating activities		31,269			27,306			(26,697	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment		(10,151	)		(13,536	)		(14,307	)
Restricted cash		833			3,933			(1,074	)
Proceeds from the sale of property, plant and equipment		394			4,513			13,753
Proceeds from the sale of business		500			500			500
Proceeds from the sale of assets held for sale		3,889			—			—
Acquisitions, net of cash acquired		1,960			(4,105	)		6,783
Net cash provided by (used in) investing activities		(2,575	)		(8,695	)		5,655
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt		—			—			150,000
Debt issuance costs		(1,305	)		—			(4,863	)
Proceeds from stock-based compensation arrangements		281			1,086			3,434
Repurchase of common stock		(15	)		(524	)		(352	)
Retirement of short-term debt		—			(13,630	)		—
Retirement of long-term debt		(12,445	)		(10,872	)		(113,740	)
Net cash provided by (used in) financing activities		(13,484	)		(23,940	)		34,479
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS		(1,677	)		(5,916	)		3,170
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		13,533			(11,245	)		16,607
CASH AND CASH EQUIVALENTS, beginning of period		46,906			58,151			41,544
CASH AND CASH EQUIVALENTS, end of period	$	60,439		$	46,906		$	58,151

The accompanying notes are an integral part of these consolidated financial statements.

59

POWERWAVE TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

(in thousands)

	January 3, 2010		December 28, 2008		December 30, 2007
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest expense	$	9,117	$	10,161	$	6,090
Income taxes	$	9,095	$	23,103	$	7,549
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:
Unpaid purchases of property and equipment	$	1,774	$	895	$	752

60

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(tabular amounts in thousands, except per share data)

Note 1. Nature of Operations

Powerwave Technologies Inc. (the “Company”) is a global supplier of end-to-end wireless solutions for wireless communications networks. The Company designs, manufactures and markets antennas, boosters, combiners, cabinets, shelters, filters, radio frequency power amplifiers, repeaters, tower-mounted amplifiers, remote radio head transceivers and advanced coverage solutions for use in cellular, PCS, 3G and 4G networks throughout the world.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in the accompanying consolidated financial statements.

Fiscal Year

The Company operates on a conventional 52-53 week accounting fiscal year that ends on the Sunday closest to December 31. The Company’s fiscal quarters generally span 13 weeks, with the exception of a 53-week fiscal year, when an additional week is added during the fourth quarter to adjust the year to the Sunday closest to December 31. Fiscal year 2007 ended on December 30, 2007, fiscal year 2008 ended on December 28, 2008, fiscal year 2009 ended on January 3, 2010, and fiscal year 2010 ends on January 2, 2011. Fiscal years 2007 and 2008 each consisted of 52 weeks, and fiscal year 2009 consisted of 53 weeks.

Foreign Currency

In accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 830, “Foreign Currency Matters,” some of the Company’s international operations use the respective local currencies as their functional currency while other international operations use the U.S. Dollar as their functional currency. Gains and losses from foreign currency transactions are recorded in other income (expense), net. Revenue and expenses from the Company’s international subsidiaries are translated using the monthly average exchange rates in effect for the period in which they occur. The Company’s international subsidiaries that have the U.S. Dollar as their functional currency translate monetary assets and liabilities using current rates of exchange at the balance sheet date and translate non-monetary assets and liabilities using historical rates of exchange. Gains and losses from remeasurement for such subsidiaries are included in other income (expense), net. The Company’s international subsidiaries that do not have the U.S. Dollar as their functional currency translate assets and liabilities at current rates of exchange in effect at the balance sheet date. The resulting gains and losses from translation for such subsidiaries are included as a component of shareholders’ equity.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during reporting years. Actual results may differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents generally consist of cash, time deposits, commercial paper, money market funds and other money market instruments with original maturity dates of three months or less. The Company invests its excess cash in only investment grade money market instruments from companies in a variety of industries and, therefore, believes that it bears minimal principal risk. Such investments are stated at cost, which approximates fair value.

Restricted Cash

Restricted cash consists of cash and cash equivalents which the Company has pledged to fulfill certain obligations and is not available for general corporate purposes.

61

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

Accounts Receivable

The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history, the customer’s creditworthiness and various other factors, as determined by its review of their credit information. The Company monitors collections and payments from its customers and maintains an allowance for estimated credit losses based upon its historical experience and any customer-specific collection issues that it has identified.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents with major financial institutions and performs periodic evaluations of the relative credit standing of these financial institutions in order to limit the amount of credit exposure with any one institution. The Company’s customers are concentrated in the wireless communications industry and may be influenced by the prevailing macroeconomic conditions present in this industry.

Receivables from the Company’s customers are generally unsecured. To reduce the overall risk of collection, the Company performs ongoing evaluations of its customers’ financial condition. The Company’s product sales have historically been concentrated in a small number of customers. During the years ended January 3, 2010, December 28, 2008 and December 30, 2007, sales to customers that accounted for 10% or more of revenues for the year totaled $195.3 million, $424.9 million and $396.9 million, respectively. For fiscal year 2009, sales to Nokia Siemens accounted for approximately 34% of revenues. For fiscal year 2008, sales to Nokia Siemens accounted for approximately 31% of revenues, and sales to Alcatel-Lucent accounted for approximately 17% of revenues. For fiscal year 2007, sales to Nokia Siemens accounted for approximately 35% of revenues, and sales to Alcatel-Lucent accounted for approximately 16% of revenues.

As of January 3, 2010, approximately 33% of total accounts receivable related to Nokia Siemens. The inability to collect outstanding receivables from Nokia Siemens or the loss of, or reduction in, sales to this customer could have a material adverse effect on the Company’s business, financial condition and results of operations.

Inventories

The Company values inventories at the lower of cost (determined on an average cost basis) or fair market value and includes materials, labor and manufacturing overhead. The Company writes down excess and obsolete inventory to estimated net realizable value. In assessing the ultimate realization of inventories, the Company makes judgments as to future demand requirements and compares those requirements with the current or committed inventory levels. Depending on the product line and other factors, the Company estimates future demand based on either historical usage for the preceding twelve months, adjusted for known changes in demand for such products, or the forecast of product demands and production requirements for the next twelve months. These provisions reduce the cost basis of the respective inventory and are recorded as a charge to cost of sales.

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation expense includes amortization of assets under capital leases. The Company depreciates or amortizes these assets using the straight-line method over the estimated useful lives of the various asset classes, as follows:

Machinery and equipment	2 to 10 years
Office furniture and equipment	3 to 10 years
Buildings	30 years
Building improvements	Shorter of useful life or remaining life of building

Leasehold improvements are amortized over the shorter of their estimated useful life or the remaining lease term.

Goodwill and Intangible Assets

The Company records the assets acquired and liabilities assumed in business combinations at their respective fair values at the date of acquisition, with any excess purchase price recorded as goodwill. Because of the expertise required to value intangible assets and in-process research and development, the Company typically engages third-party valuation specialists to assist it in determining those values. Valuation of intangible assets and in-process research and development entails significant estimates and assumptions including, but not limited to, determining the timing and expected costs to complete development projects, estimating future cash flows from product sales, developing appropriate discount rates, estimating probability rates for the successful completion of development projects, continuation of customer relationships and renewal of customer contracts, and approximating the useful lives of the intangible assets acquired.

62

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

The Company reviews the recoverability of the carrying value of goodwill on an annual basis or more frequently when an event occurs or circumstances change to indicate that an impairment of goodwill has possibly occurred. The determination of whether any potential impairment of goodwill exists is based upon a comparison of the fair value of the reporting unit to the carrying value of the underlying net assets of such reporting unit. To determine the fair value of the reporting unit, the Company utilizes subjective valuations for the reporting unit based upon market capitalization and/or a discounted cash flow analysis. The discounted cash flow analysis is dependent upon a number of various factors including estimates of forecasted revenues and costs, appropriate discount rates and other variables. If the fair value of the reporting unit is less than the carrying value of the underlying net assets, goodwill is deemed impaired and an impairment loss is recorded to the extent that the carrying value of goodwill is less than the difference between the fair value of the reporting unit and the fair value of all its underlying identifiable assets and liabilities.

Purchased intangible assets with determinable useful lives are carried at cost less accumulated amortization, and are amortized using the straight-line method over their estimated useful lives, which generally range up to 6 years. The Company reviews the recoverability of the carrying value of identified intangibles and other long-lived assets, including fixed assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined based upon the forecasted undiscounted future net cash flows expected to result from the use of such asset and its eventual disposition. The Company’s estimate of future cash flows is based upon, among other things, certain assumptions about expected future operating performance, growth rates and other factors. The actual cash flows realized from these assets may vary significantly from its estimates due to increased competition, changes in technology, fluctuations in demand, consolidation of its customers and reductions in average selling prices. If the carrying value of an asset is determined not to be recoverable from future operating cash flows, the asset is deemed impaired and an impairment loss is recognized to the extent the carrying value exceeds the estimated fair market value of the asset. The Company does not have any goodwill or intangible assets remaining on its consolidated balance sheet as of January 3, 2010.

Long-Lived Assets

The Company periodically reviews the recoverability of its long-lived assets using the methodology prescribed in accounting guidance now codified as FASB ASC Topic 360, “Property, Plant and Equipment.” The Company also reviews these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted future net cash flows from the operations to which the assets relate, based on management’s best estimates using appropriate assumptions and projections at the time, to the carrying amount of the assets. If the carrying value is determined not to be recoverable from future operating cash flows, the asset is deemed impaired and an impairment loss is recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the asset.

Vendor Cancellation Liabilities

The Company purchases subassemblies and finished goods from contract manufacturers under purchase agreements that limit its ability to cancel deliveries inside defined lead time windows. When a contract manufacturer submits a cancellation claim, the Company estimates the amount of inventory remaining to be purchased against that claim. Any excess of the estimated purchase over the projected consumption of the related product is recorded as a charge to cost of sales and an increase to accrued expenses and other current liabilities. Depending on the product line and other factors, the Company estimates future demand based on either historical usage for the preceding twelve months, adjusted for known changes in demand for such products, or the forecast of product demands and production requirements for the next twelve months.

Warranties

The Company offers warranties of various lengths to its customers depending upon the specific product and terms of the customer purchase agreement. The Company’s standard warranties require it to repair or replace defective product returned during the warranty period at no cost to the customer. The Company records an estimate for standard warranty-related costs based on its actual historical return rates and repair costs at the time of the sale and updates such estimates throughout the warranty period. The Company also has contractual commitments to various customers that require it to incur costs to repair an epidemic defect with respect to its products outside of its standard warranty period if such defect were to occur. Any costs related to epidemic defects are generally recorded at the time the epidemic defect becomes known to the Company and the costs of repair can be reasonably estimated.

Revenue Recognition

The majority of the Company’s revenue is derived from the sale of products. The Company recognizes revenue from product sales at the time of shipment or delivery and passage of title depending upon the terms of the sale provided that persuasive evidence of an arrangement exists, the fee is fixed or determinable and collectibility is reasonably assured. The

63

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

Company offers certain of its customers the right to return products within a limited time after delivery under specified circumstances, generally related to product defects. The Company monitors and tracks product returns and records a provision for the estimated amount of future returns based on historical experience and any notification it receives of pending returns.

Advertising

Advertising costs are expensed as incurred. Total advertising costs, including participation at industry trade shows were $2.9 million, $5.2 million and $6.5 million for fiscal years ended January 3, 2010, December 28, 2008 and December 30, 2007, respectively.

Shipping and Handling

Shipping and handling expenses are expensed as incurred and such amounts are included in cost of sales.

Research & Development

Research and development expenses are expensed as incurred.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with accounting guidance now codified as FASB ASC Topic 718, “Compensation – Stock Compensation.” Under the fair value recognition provision of FASB ASC Topic 718, stock-based compensation cost is estimated at the grant date based on the fair value of the award. The Company estimates the fair value of stock options granted using the Black-Scholes-Merton option pricing model and a multiple option award approach. The fair value of restricted stock awards is based on the closing market price of the Company’s common stock on the date of grant.

Income Taxes

The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC Topic 740, “Income Taxes,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when it is more likely than not that some or all deferred tax assets will not be realized.

Accounting guidance now codified as FASB ASC Topic 740-20, “Income Taxes – Intraperiod Tax Allocation,” clarifies the accounting for uncertainties in income taxes recognized in accordance with FASB ASC Topic 740-20 by prescribing guidance for the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. FASB ASC Topic 740-20 requires that any liability created for unrecognized tax benefits is disclosed. The application of FASB ASC Topic 740-20 may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.

Earnings (Loss) Per Share

In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,” basic earnings (loss) per share is based upon the weighted average number of common shares outstanding. Diluted earnings (loss) per share is based upon the weighted average number of common and potential common shares for each period presented. Potential common shares include stock options using the treasury stock method.

Newly Adopted Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued guidance now codified as FASB Accounting Standards Codification (ASC) Topic 105, “Generally Accepted Accounting Principles,” as the single source of authoritative non-governmental U.S. GAAP. FASB ASC Topic 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. All existing accounting standard documents will be superseded and all other accounting literature not included in the FASB Codification will be considered non-authoritative. These provisions of FASB ASC Topic 105 were effective for interim and annual periods ending after September 15, 2009 and, accordingly, were effective for the Company for the current fiscal reporting period. The adoption of this pronouncement did not have an impact on the Company’s business, financial condition or results of operations, but will impact the Company’s financial reporting process by eliminating all references to

64

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

pre-codification standards. On the effective date of FASB ASC Topic 105, the Codification superseded all then-existing non-SEC accounting and reporting standards, and all other non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative.

In May 2009, the FASB issued guidance now codified as FASB ASC Topic 855, “Subsequent Events,” which establishes general standards of accounting for, and disclosures of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This pronouncement was effective for interim or fiscal periods ending after June 15, 2009. The adoption of this pronouncement did not have a material impact on the Company’s business, results of operations or financial position; however, the provisions of FASB ASC Topic 855 resulted in additional disclosures with respect to subsequent events.

In April 2009, the FASB issued guidance now codified as FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” which amends previous guidance to require disclosures about fair value of financial instruments in interim as well as annual financial statements in the current economic environment. This pronouncement was effective for periods ending after June 15, 2009. The adoption of this pronouncement did not have a material impact on the Company’s business, financial condition or results of operations; however, these provisions of FASB ASC Topic 820 resulted in additional disclosures with respect to the fair value of the Company’s financial instruments.

In November 2008, the FASB issued guidance now codified as FASB ASC Topic 350, “Intangibles – Goodwill and Other,” which applies to defensive intangible assets, which are acquired intangible assets that the acquirer does not intend to actively use but intends to hold to prevent its competitors from obtaining access to them. As these assets are separately identifiable, this pronouncement requires an acquiring entity to account for defensive intangible assets as a separate unit of accounting, and such assets should be amortized to expense over the period such assets diminish in value. Defensive intangible assets must be recognized at fair value in accordance with FASB ASC Topic 820. This pronouncement was effective for financial statements in the first quarter of 2009. The adoption of the provisions of FASB ASC Topic 350 did not have a material impact on the Company’s business, financial condition or results of operations.

In April 2008, the FASB issued guidance now codified as FASB ASC Topic 350, “Intangibles – Goodwill and Other,” which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The pronouncement was effective in the first quarter of 2009. The adoption of the provisions of FASB ASC Topic 350 did not have a material impact on the Company’s business, financial condition or results of operations.

In December 2007, the FASB issued guidance now codified as FASB ASC Topic 805-10, “Business Combinations,” which changes how business acquisitions are accounted for and changes the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. The provisions of FASB ASC Topic 805-10 were effective in the first quarter of 2009. The adoption of the provisions of FASB ASC Topic 805-10 did not have a material impact on the Company’s business, financial condition or results of operations.

New Accounting Pronouncements

In October 2009, the FASB issued an update to FASB ASC Topic 605, “Revenue Recognition.” This Accounting Standards Update (ASU), No. 2009-13, “Multiple Deliverable Revenue Arrangements – A Consensus of the FASB Emerging Issues Task Force,” provides accounting principles and application guidance on whether multiple deliverables exist, how the arrangement should be separated, and the consideration allocated. This guidance eliminates the requirement to establish the fair value of undelivered products and services and instead provides for separate revenue recognition based upon management’s estimate of the selling price for an undelivered item when there is no other means to determine the fair value of that undelivered item. Previous accounting guidance required that the fair value of the undelivered item be the price of the item either sold in a separate transaction between unrelated third parties or the price charged for each item when the item is sold separately by the vendor. This was difficult to determine when the product was not individually sold because of its unique features. Under previous accounting guidance, if the fair value of all of the elements in the arrangement was not determinable, then revenue was deferred until all of the items were delivered or fair value was determined. This new approach is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company is currently evaluating the potential impact of this standard on its business, financial condition and results of operations.

Subsequent Events

The Company has evaluated activities through February 19, 2010, and all known subsequent events have been included in this report.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

Note 3. Supplemental Balance Sheet Information

Inventories

Inventories are as follows:

	January 3, 2010		December 28, 2008
Parts and components	$	27,937	$	28,547
Work-in-process		1,363		2,618
Finished goods		31,244		49,933
Total inventories	$	60,544	$	81,098

Inventories are net of an allowance for excess and obsolete inventories of approximately $22.6 million and $43.4 million as of January 3, 2010 and December 28, 2008, respectively.

Property, Plant and Equipment

Net property, plant and equipment are as follows:

	January 3, 2010			December 28, 2008
Machinery and equipment	$	169,638		$	164,102
Buildings and improvements		66,408			63,545
Land		15,562			15,521
Office furniture and equipment		51,562			48,606
Leasehold improvements		8,457			7,801
Gross property, plant and equipment		311,627			299,575
Less: Accumulated depreciation and amortization		(221,744	)		(200,959	)
Total property, plant and equipment, net	$	89,883		$	98,616

Depreciation expense totaled $19.4 million, $21.0 million and $21.9 million for 2009, 2008 and 2007, respectively.

Asset Held For Sale

In the fourth quarter of 2008, the Company completed the closure of its manufacturing facility in Salisbury, Maryland as part of its 2008 Restructuring Plan. The carrying value of the building was separately presented in the accompanying balance sheet under the caption “Asset Held for Sale” and this asset was no longer depreciated. During 2009, the Company recorded additional charges of $1.0 million to write the building down to its fair value less cost to sell in accordance with FASB ASC Topic 360. The Company signed a Purchase and Sale Agreement for the building in April 2009 and the sale of the building was completed on October 8, 2009 resulting in net proceeds of approximately $3.9 million.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities are as follows:

	January 3, 2010		December 28, 2008
Accrued vendor cancellation costs	$	5,458	$	10,563
Accrued warranty costs		7,038		10,763
Other accrued expenses and other current liabilities		11,450		16,064
Total accrued expenses and other current liabilities	$	23,946	$	37,390

66

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

Warranty

Accrued warranty costs are as follows:

	Fiscal Years Ended
Description	January 3, 2010			December 28, 2008
Warranty reserve beginning balance	$	10,763		$	26,975
Reductions for warranty costs incurred		(12,144	)		(16,628	)
Warranty accrual related to current period sales		8,387			6,692
Settlement of previous warranty claims		—			(2,858	)
Change in estimate related to previous warranty accruals		—			(2,360	)
Effect of exchange rates		32			(1,058	)
Warranty reserve ending balance	$	7,038		$	10,763

Note 4. Intangible Assets

Intangible Assets

Intangible assets, excluding goodwill, are as follows:

Intangible Assets Subject to Amortization:	December 28, 2008
Developed technology (net of accumulated amortization of $3,206)	$	2,494
Customer relationships (net of accumulated amortization of $3,479)		1,309
Intangible assets, net	$	3,803

Amortization expense related to intangible assets totaled $3.4 million and $29.3 million for 2009 and 2008, respectively. The remaining intangible assets were fully amortized in 2009.

Note 5. Financing Arrangements and Long-Term Debt

Long-term debt

	January 3, 2010		December 28, 2008
3.875% Convertible Subordinated Notes due 2027	$	150,000	$	150,000
1.875% Convertible Subordinated Notes due 2024		130,887		156,321
Total debt	$	280,887	$	306,321

During 2009, the Company repurchased $25.4 million in aggregate par value of its outstanding 1.875% convertible subordinated notes due November 2024, resulting in a gain of $12.7 million on the purchase. After the purchase, the Company had $130.9 million remaining on the 1.875% convertible subordinated notes.

On April 3, 2009, the Company entered into a Credit Agreement (“Credit Agreement”), with Wells Fargo Capital Finance, LLC (formerly Wells Fargo Foothill, LLC), as arranger and administrative agent. Pursuant to the Credit Agreement, Wells Fargo Capital Finance made available to the Company a senior secured revolving credit facility up to a maximum of $50.0 million. Availability under the Credit Agreement is based on the calculation of the Company’s borrowing base as defined in the Credit Agreement. The Credit Agreement is secured by a first priority security interest on a majority of the Company’s assets, including without limitation, all accounts, equipment, inventory, chattel paper, records, intangibles, deposit accounts and cash and cash equivalents. The Credit Agreement expires on August 15, 2011. The Credit Agreement contains customary affirmative and negative covenants for credit facilities of this type, including limitations on the Company with respect to indebtedness, liens, investments, distributions, mergers and acquisitions and dispositions of assets. The Credit Agreement also includes financial covenants

67

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

including minimum EBITDA and maximum capital expenditures that are applicable only if the availability under the Company’s line of credit falls below $20.0 million. On December 31, 2009, the Company entered into a Waiver, Consent, Amendment to the Credit Agreement. Under the amendment, certain immaterial technical defaults by the Company were waived by Wells Fargo. In addition, certain financial covenants were amended, including the lowering of the minimum EBITDA thresholds. As of January 3, 2010, the Company had approximately $29.4 million of availability under the Credit Agreement, of which approximately $5 million was utilized by an outstanding letter of credit.

On April 3, 2009, in connection with entering into the Credit Agreement referenced above, the Company terminated its Revolving Trade Receivables Purchase Agreement with Deutsche Bank AG, New York Branch, as Administrative Agent, as amended on May 15, 2008 (the “Amended Receivables Purchase Agreement”). As of the date of termination, the Company did not have any borrowings outstanding under the Amended Receivables Purchase Agreement. In addition, the Company did not incur any early termination penalties in connection with the termination of the Amended Receivables Purchase Agreement.

On September 24, 2007, the Company completed the private placement of $150.0 million aggregate principal amount of convertible subordinated notes due October 2027 (“2027 Notes”). The notes are convertible into the Company’s common stock at a conversion rate of $8.71 per share and accrue interest at an annual rate of 3.875%. The notes mature in 2027. The Company may redeem the notes beginning on October 8, 2013 until October 7, 2014, if the closing price of the Company’s common stock is more than $11.32 for at least 20 trading days within a 30 consecutive trading day period ending on the last trading day of the calendar month preceding the calendar month in which the notice of redemption is made. The notes may be redeemed by the Company at any time after October 8, 2014. Holders of the notes may require the Company to repurchase all or a portion of their notes for cash on October 1, 2014, 2017 and 2022 at 100% of the principal amount of the notes, plus accrued and unpaid interest up to but not including the date of such repurchase. The Company received net cash proceeds of approximately $145.5 million from the sale of the notes.

On November 10, 2004, the Company completed the private placement of $200.0 million aggregate principal amount of convertible subordinated notes due November 2024 (“2024 Notes”). The notes are convertible into the Company’s common stock at a conversion price of $11.09 per share and accrue interest at an annual rate of 1.875%. The Company may redeem the notes beginning on November 21, 2009 until November 20, 2010 and on or after November 21, 2010 until November 20, 2011, if the closing price of the Company’s common stock is more than $17.74 and $14.42, respectively, for at least 20 trading days within a 30 consecutive trading day period. The notes may be redeemed by the Company at any time after November 21, 2011. Holders of the notes may require the Company to repurchase all or a portion of their notes for cash on November 15, 2011, 2014 and 2019 at 100% of the principal amount of the notes, plus accrued and unpaid interest up to but not including the date of such repurchase. Holders of the notes may also require the Company to repurchase all or a portion of their notes in the case of a change in control. In addition, under certain circumstances related to a change in control, the conversion price of the notes may be adjusted downwards, thereby increasing the number of shares issuable upon conversion, if holders of the notes elect to convert their notes at a time when the notes are not redeemable by the Company. The Company used a portion of the proceeds of the offering to fund the repurchase of $40.0 million of its common stock (5,050,505 shares) simultaneously with the issuance of the notes. The Company received net cash proceeds of approximately $154.2 million after the deduction of the amount used for the common stock repurchase and debt issuance costs.

The 2027 Notes and the 2024 Notes are general unsecured obligations of the Company and are subordinate in right of payment to all of the Company’s existing and future senior indebtedness. In addition, the indenture for the notes does not restrict the Company from incurring senior debt or other indebtedness and does not impose any financial covenants on the Company.

Note 6. Restructuring and Impairment Charges and Accrued Restructuring

2009 Restructuring Plan

In January 2009, the Company formulated and began to implement a plan to further reduce manufacturing overhead costs and operating expenses. As part of this plan, the Company initiated personnel reductions in both its domestic and foreign locations, with primary reductions in the United States, Estonia and Sweden. These reductions were undertaken in response to current economic conditions and the global macroeconomic slowdown that began in the fourth quarter of 2008. The Company finalized this plan in the fourth quarter of 2009; however, additional amounts may be accrued in 2010 related to actions associated with this plan.

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POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

A summary of the activity affecting the accrued restructuring liability related to the 2009 Restructuring Plan for the fiscal year ended January 3, 2010 is as follows:

	Workforce Reductions			Facility Closures & Equipment Write-downs			Total
Balance at December 28, 2008	$	—		$	—		$	—
Amounts accrued		2,769			78			2,847
Amounts paid/incurred		(2,268	)		(78	)		(2,346	)
Effects of exchange rates		—			—			—
Balance at January 3, 2010	$	501			—			501

The costs associated with these exit activities were recorded in accordance with the accounting guidance now codified as FASB ASC Topic 420, “Exit or Disposal Obligations.” Pursuant to this guidance, a liability for a cost associated with an exit or disposal activity shall be recognized in the period in which the liability is incurred, except for a liability for one-time employee termination benefits that is incurred over time. In the unusual circumstance in which fair value cannot be reasonably estimated, the liability shall be recognized initially in the period in which fair value can be reasonably estimated. The restructuring and integration plan is subject to continued future refinement as additional information becomes available. The Company expects that the workforce reduction amounts will be paid through the second quarter of 2011.

2008 Restructuring Plan

In June 2008, the Company formulated and began to implement a plan to further consolidate operations and reduce manufacturing and operating expenses. As part of this plan, the Company closed its Salisbury, Maryland manufacturing facility and transferred most of the production to its other manufacturing operations. In addition, the Company closed its design and development center in Bristol, UK and discontinued manufacturing operations in Kempele, Finland. These actions were finalized in the first quarter of 2009.

A summary of the activity affecting the accrued restructuring liability related to the 2008 Restructuring Plan for the fiscal year ended January 3, 2010 is as follows:

	Workforce Reductions			Facility Closures & Equipment Write-downs			Total
Balance at December 28, 2008	$	3,106		$	585		$	3,691
Amounts accrued		650			95			745
Amounts paid/incurred		(3,652	)		(406	)		(4,058	)
Effects of exchange rates		73			60			133
Balance at January 3, 2010	$	177			334			511

The costs associated with these exit activities were recorded in accordance with the accounting guidance in FASB ASC Topic 420. The restructuring and integration plan is subject to continued future refinement as additional information becomes available. The Company expects that the workforce reductions will be paid out through the second quarter of 2010, and the facility closure amounts will be paid out over the remaining lease term, which extends through September 2010.

2007 Restructuring Plan

In the second quarter of 2007, the Company formulated and began to implement a plan to further consolidate operations and reduce operating costs. As part of this plan, the Company closed its design and development centers in El Dorado Hills, California and Toronto, Canada, and discontinued its design and development center in Shipley, UK. Also as part of this plan, the Company sold its manufacturing operations located in Hungary to Sanmina-SCI, a third-party contract manufacturing supplier, and entered into a manufacturing services agreement with Sanmina-SCI. The transaction included inventories and fixed assets and included a sublease of the existing facility, along with the assumption of certain liabilities, including all transferred employees. The Company finalized this plan in the fourth quarter of 2007.

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POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

A summary of the activity affecting the accrued restructuring liability related to the 2007 Restructuring Plan for the fiscal year ended January 3, 2010 is as follows:

	Facility Closures & Equipment Write-downs
Balance at December 28, 2008	$	551
Amounts accrued		(179	)
Amounts paid/incurred		(375	)
Effects of exchange rates		3
Balance at January 3, 2010	$	—

The costs associated with these exit activities were recorded in accordance with the accounting guidance in FASB ASC Topic 420. The remaining payments on this plan were made during 2009, and all actions associated with this plan have been completed.

2006 Plan for Consolidation of Operations

In the fourth quarter of 2006, and in connection with the Filtronic plc wireless acquisition, the Company formulated and began to implement a plan to restructure its global manufacturing operations, including the consolidation of its manufacturing facilities in Wuxi and Shanghai, China, into the manufacturing facility located in Suzhou, China. The plan includes a reduction of workforce, impairment and disposal of inventory and equipment utilized in discontinued product lines, and facility closure costs. In addition, the Company also ceased the production of certain product lines manufactured at these facilities to eliminate duplicative product lines.

A summary of the activity affecting the accrued restructuring liability related to the 2006 Plan for Consolidation of Operations for the fiscal year ended January 3, 2010 is as follows:

	Facility Closures & Equipment Write-downs
Balance at December 28, 2008	$	146
Amounts accrued		175
Amounts paid/incurred		(321	)
Effects of exchange rates		—
Balance at January 3, 2010	$	—

The costs associated with these exit activities were recorded in accordance with the accounting guidance in FASB ASC Topic 420. The remaining payments on this plan were made during 2009, and all actions associated with this plan have been completed.

Integration of LGP Allgon and REMEC, Inc.’s Wireless Systems Business

The Company recorded liabilities in connection with the acquisitions for estimated restructuring and integration costs related to the consolidation of REMEC, Inc.’s wireless systems business and LGP Allgon’s operations, including severance and future lease obligations on excess facilities. These estimated costs were included in the allocation of the purchase consideration and resulted in additional goodwill pursuant to the accounting guidance now codified as FASB ASC Topic 805, “Business Combinations.” The costs associated with these exit activities were recorded in accordance with the accounting guidance in FASB ASC Topic 420. The implementation of the restructuring and integration plan is complete.

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POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

A summary of the activity affecting the accrued restructuring liability related to the integration of the REMEC, Inc.’s wireless systems business and LGP Allgon for the fiscal year ended January 3, 2010 is as follows:

	Facility Closures & Equipment Write-downs
Balance at December 28, 2008	$	1,425
Amounts accrued		—
Amounts paid/incurred		(634	)
Effects of exchange rates		—
Balance at January 3, 2010	$	791

The Company expects that the facility closure amounts will be paid out over the remaining lease term which extends through January 2011.

Restructuring and Impairment Charges

In connection with the plans described above, the Company recorded various restructuring and impairment charges in 2009, 2008 and 2007. A summary of these charges is listed below:

	For the Years Ended
	January 3, 2010		December 28, 2008		December 30, 2007
Intangible asset impairment	$	—	$	18,306	$	666
Restructuring and impairment charges:
Inventory charges		—		9,656		13,327
Facility asset impairment		955		2,604		10,729
Settlement of contractual commitments		—		565		9,727
Severance		977		4,386		177
Other charges		—		713		544
Total cost of sales		1,932		36,230		35,170
Intangible asset impairment		—		11,219		2,015
Restructuring and impairment charges:
Severance		2,442		2,299		5,886
Facility closure and impairment charges		169		1,729		2,718
Other charges		—		931		677
Total operating expenses		2,611		16,178		11,296
Goodwill impairment		—		315,885		151,735
Total restructuring and impairment charges	$	4,543	$	368,293	$	198,201

In 2009, the Company recorded charges of approximately $3.4 million in severance costs, of which $1.0 million and $2.4 million was recorded in cost of sales and operating expenses, respectively. In connection with these plans, the Company incurred severance costs in 2008 at various locations of $6.7 million, of which $4.4 million and $2.3 million was recorded in cost of sales and operating expenses, respectively. During 2008, the Company also incurred charges of $1.6 million for professional fees related to these restructuring plans, including charges related to various professional fees to wind down the entities, of which $0.7 million was included in cost of goods sold and $0.9 million was included in operating expenses. The Company incurred severance costs in 2007 of $6.1 million, of which $0.2 million and $5.9 million was recorded in cost of sales and operating expenses, respectively. During 2007, the Company also incurred charges of $1.2 million for professional fees related to these restructuring plans, including a charge related to the Company’s sale of its manufacturing facility in Hungary.

In 2009, the Company recorded a charge of approximately $0.2 million related to facility closures costs. The Company also recorded facility closure charges of $1.7 million in 2008 consisting primarily of the remaining lease payments for its closed development facility in Bristol, UK. During 2007, the Company recorded facility closure charges of $1.7 million related primarily to the closure of its design and development centers in El Dorado Hills, California and Toronto, Canada, and the discontinuance of its design and development center in Shipley, UK.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

In 2009, the Company sold the Salisbury, Maryland building and recorded a charge of approximately $1.0 million to write the building down to its fair value less cost to sell. In 2008, the Company recorded a net impairment charge of $1.2 million related primarily to manufacturing equipment and other assets located in closed plants in Salisbury, Maryland, Hungary and Costa Rica. In addition, the Company recorded a charge of $0.3 million to write the Salisbury building down to its fair value less cost to sell that was classified as held for sale in 2008. Also in 2008, the Company recorded facility closure charges of $1.1 million consisting of the remaining lease payments for its closed facility in Hungary as the cease-use date criteria in FASB ASC Topic 420 was met in 2008. In 2007, the Company also recorded a net impairment charge of $7.4 million related to manufacturing equipment located in plants either closed or to be closed in China, Hungary and Costa Rica. During 2007, the Company recognized a $1.9 million impairment charge on its building in Costa Rica to reflect its estimated current market value. The sale of the Costa Rica building was completed in the second quarter of 2008.

In 2008, the Company recorded a charge of approximately $9.7 million related to the impairment of inventory that either has been or will be disposed of and is not expected to generate future revenue primarily due to consolidations and facility closures in China, Finland, Hungary, the UK and Salisbury, Maryland. In 2007, the Company recorded a charge of approximately $13.3 million for the impairment of the related inventory value that will be disposed of and not generate future revenues at its facilities in China, Sweden, Hungary and the UK.

In 2008, the Company recorded a charge of $0.6 million related to vendor cancellation claims for closed facilities. In 2007, the Company recorded a charge of $9.3 million related to the settlement of its revenue and margin commitments associated with the sale of its Philippines manufacturing facility in 2006, as well as an impairment charge of $1.4 million on the land at its Philippines manufacturing facility that was retained by the Company at the time of the sale. Based upon a valuation report on the land that the Company obtained when it settled its revenue and margin commitments, the Company recorded an impairment charge of $1.4 million to write the land down to its estimated net realizable value. The Company also recorded a charge of $0.4 million related to certain other vendor cancellation charges for purchase order commitments on closed facilities.

In 2007, the Company sold one of its facilities in Sweden for approximately $11.8 million and realized a loss of approximately $1.0 million.

Intangible Asset Impairment

In 2008, the Company performed an analysis of the recoverability of its intangible assets in accordance with FASB ASC Topic 350, which included a detailed review of its developed technology and customer relationship intangible assets from prior acquisitions, including its Filtronic plc, REMEC Wireless, and LGP Allgon acquisitions. The Company determined that the developed technology and related customer relationship intangible assets had either been replaced or were at the end of life and had no future forecasted cash flows. Accordingly, the Company recorded an intangible asset impairment charge of approximately $29.5 million in 2008, which included approximately $18.3 million for developed technology intangible assets and $11.2 million related to customer relationship intangibles. In 2007, the Company performed a similar analysis of the recoverability of its intangible assets, and an impairment charge of $2.7 million, including $0.7 million of developed technology and $2.0 million of customer relationship intangible assets was recorded. These charges were related to intangible assets from prior acquisitions that have either been replaced or were at the end of life and had no future forecasted cash flows. These charges were included in the caption, Restructuring and Impairment Charges in the accompanying Consolidated Statement of Operations.

Goodwill Impairment

In the fourth quarter of 2008, the market value of the Company’s common stock substantially declined. As a result of this decline, the Company determined that it had an indicator of impairment of its goodwill, and an interim test of goodwill impairment was required. As a result, the Company reviewed its goodwill for impairment under a two-part test in accordance with FASB ASC Topic 350. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit with its carrying amount, including goodwill. Based upon this test, the Company determined that its goodwill was impaired and the second step was required to measure the amount of the impairment. In the fourth quarter of 2008, the Company completed the second step to measure the goodwill and recorded a charge of $315.9 million, representing the write-off of the remaining balance of the goodwill.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

In the fourth quarter of 2007, the market value of the Company’s common stock substantially declined. As a result of this decline, the Company determined that it had an indicator of impairment of its goodwill, and an interim test of goodwill impairment was required. As a result, the Company reviewed its goodwill for impairment in accordance with FASB ASC Topic 350 and determined that its goodwill was impaired and recorded a charge of $151.7 million.

The Company operates in a single operating segment and reporting unit, and determined the fair value of the reporting unit, which equates to the entire company, utilizing the Company’s common stock price which is quoted on the NASDAQ Global Select Market along with a control premium based upon recent transactions of comparable companies. The Company determined the fair value of its intangible assets by using a discounted cash flow method.

Note 7. Other Income (Expense), Net

Other income (expense), net, includes gains and losses on foreign currency transactions, interest income and interest expense associated with the Company’s convertible subordinated notes and fees on its revolving Credit Agreement. The components of other income (expense), net, are as follows:

	Fiscal Years Ended
	January 3, 2010			December 28, 2008			December 30, 2007
Interest income	$	572		$	682		$	2,137
Interest expense		(11,070	)		(11,233	)		(10,086	)
Foreign currency gain, net		3,964			11,455			910
Gain on repurchase of convertible debt		12,693			32,207			2,101
Other income, net		2,222			1,730			2,872
Total other income (expense), net	$	8,381		$	34,841		$	(2,066	)

Other income (expense), net for 2009 includes a gain of approximately $12.7 million related to the repurchase of approximately $25.4 million aggregate principal value of outstanding 1.875% convertible subordinated notes due 2024. Other income (expense), net for 2008 includes a gain of approximately $32.2 million related to the repurchase of approximately $43.7 million aggregate principal value of outstanding 1.875% convertible subordinated notes due 2024. Other income (expense), net for 2007 includes a gain of approximately $2.1 million related to the repurchase of approximately $116.4 million aggregate principal value of outstanding 1.25% convertible subordinated notes due July 2008.

Note 8. Gain on Settlement of Litigation

As part of the Company’s acquisition of REMEC, Inc’s wireless systems business, $15 million of the purchase price was held in escrow to cover any potential indemnification claims. In March 2009, the Company settled a dispute arising out of certain claims made against the escrow. As a result of this settlement, the Company received approximately $2 million in cash. This payment was accounted for as an adjustment to the total consideration paid for this acquisition. As a result, the remaining net book value of the intangible assets and fixed assets acquired in this acquisition was eliminated and the Company recorded a net gain of approximately $0.6 million. This amount is included in other income (expense), net in the accompanying consolidated statement of operations.

Note 9. Loss Per Share

In accordance with FASB ASC Topic 260, basic loss per share is based upon the weighted average number of common shares outstanding. Diluted loss per share is based upon the weighted average number of common and potential common shares for each period presented and income available to common stockholders is adjusted to reflect any changes in income or loss that would result from the issuance of the dilutive common shares. The Company’s potential common shares include stock options under the treasury stock method and convertible subordinated debt under the if-converted method. Potential common shares of 30,293,289, 33,341,377 and 31,753,446 related to the Company’s stock option programs and convertible debt have been excluded from diluted weighted average common shares for the years ended January 3, 2010, December 28, 2008 and December 30, 2007, as the effect would be anti-dilutive.

73

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

The following details the calculation of basic and diluted earnings (loss) per share:

	Fiscal Years Ended
	January 3, 2010		December 28, 2008			December 30, 2007
Basic:
Net income (loss)	$	3,222	$	(348,664	)	$	(309,535	)
Weighted average common shares		131,803		131,077			130,396
Basic earnings (loss) per share	$	0.02	$	(2.66	)	$	(2.37	)
Diluted:
Net income (loss)	$	3,222	$	(348,664	)	$	(309,535	)
Interest expense of convertible debt, net of tax		—		—			—
Net income (loss), as adjusted	$	3,222	$	(348,664	)	$	(309,535	)
Weighted average common shares		131,803		131,077			130,396
Potential common shares
Employee stock options		1,993		—			—
Restricted stock		210		—			—
Weighted average common shares, as adjusted		134,006		131,077			130,396
Diluted earnings (loss) per share	$	0.02	$	(2.66	)	$	(2.37	)

Note 10. Commitments and Contingencies

Lease Agreements

The Company leases certain of its manufacturing and office facilities and equipment under non-cancelable leases, certain of which contain renewal options. In addition to the base rent, the Company is generally required to pay insurance, real estate taxes and other operating expenses related to these facilities. In some cases, the base rent will increase during the term of the lease based on a predetermined schedule or increases in the Consumer Price Index. The Company recognizes rent expense on a straight-line basis over the life of the lease for leases containing stated rent escalations.

Future minimum lease payments required under all operating leases at January 3, 2010 are payable as follows:

Fiscal Year	Total
2010	$	4,238
2011		1,602
2012		1,246
2013		750
2014		521
Thereafter		734
Total	$	9,091

The Company has subleased certain of its facilities. Future minimum rentals to be received by the Company under subleases at January 3, 2010 are as follows:

Fiscal Year	Total
2010	$	2,684
2011		2,187
2012		2,160
2013		2,224
2014		1,309
Thereafter		522
Total	$	11,086

Total rent expense was $5.0 million, $4.9 million and $5.7 million for the years ended January 3, 2010, December 28, 2008 and December 30, 2007, respectively.

74

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

Legal Proceedings

In the first quarter of 2007, four purported shareholder class action complaints were filed in the United States District Court for the Central District of California against the Company, its President and Chief Executive Officer, its former Executive Chairman of the Board of Directors and its Chief Financial Officer. The complaints were Jerry Crafton v. Powerwave Technologies, Inc., et. al., Kenneth Kwan v. Powerwave Technologies, Inc., et. al., Achille Tedesco v. Powerwave Technologies, Inc., et. al. and Farokh Etemadieh v. Powerwave Technologies, Inc. et. al. and were brought under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. In June 2007, the four cases were consolidated into one action before the Honorable Judge Philip Gutierrez, and a lead plaintiff was appointed. In October 2007, the lead plaintiff filed an amended complaint asserting the same causes of action and purporting to state claims on behalf of all persons who purchased Powerwave securities between May 2, 2005 and November 2, 2006. The essence of the allegations in the amended complaint was that the defendants made misleading statements or omissions concerning the Company’s projected and actual sales revenues, the integration of certain acquisitions and the sufficiency of the Company’s internal controls. In December 2007, the defendants filed a motion to dismiss the amended complaint. On April 17, 2008, the Court granted defendants’ motion to dismiss plaintiffs’ claims in connection with the Company’s projected sales revenues, but denied defendants’ motion to dismiss plaintiffs’ other claims. On August 29, 2008, the defendants answered the amended complaint. On May 14, 2009, the parties executed a stipulation of settlement to resolve the consolidated action. According to the terms of the proposed settlement, the settlement payment will be funded by the Company’s directors and officers liability insurance. The Court granted preliminary approval of the proposed settlement and provisionally certified a settlement class on June 22, 2009, and on October 19, 2009 entered a judgment that granted final approval of the settlement.

In March 2007, one additional lawsuit that relates to the pending shareholder class action was filed. The lawsuit, Cucci v. Edwards, et al., filed in the Superior Court of California, is a shareholder derivative action, purported to be brought by an individual shareholder on behalf of Powerwave, against current and former directors of Powerwave. Powerwave is also named as a nominal defendant. The allegations of the derivative complaint closely resemble those in the class action and pertain to the time period of May 2, 2005 through October 9, 2006. Based on those allegations, the derivative complaint asserts various claims for breach of fiduciary duty, waste of corporate assets, mismanagement, and insider trading under state law. The derivative complaint was removed to federal court, and was also pending before Judge Gutierrez. On May 15, 2009, the parties executed a stipulation of settlement to resolve the derivative action. According to the terms of the proposed settlement, the Company will adopt certain enhancements to its corporate governance policies and procedures and counsel for the derivative plaintiff will be reimbursed its legal fees and expenses, which will be funded by the Company’s directors and officers liability insurance. The Court granted preliminary approval of the proposed settlement on June 22, 2009, and on October 19, 2009 entered a judgment that granted final approval of the settlement.

The Company is subject to other legal proceedings and claims in the normal course of business. The Company is currently defending these proceedings and claims, and, although the outcome of legal proceedings is inherently uncertain presently, the Company anticipates that it will be able to resolve these matters in a manner that will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

Note 11. Contractual Guarantees and Indemnities

During its normal course of business, the Company makes certain contractual guarantees and indemnities pursuant to which the Company may be required to make future payments under specific circumstances. The Company has not recorded any liability for these contractual guarantees and indemnities in the accompanying consolidated financial statements. A description of significant contractual guarantees and indemnities existing as of January 3, 2010 includes:

Intellectual Property Indemnities

The Company indemnifies certain customers and its contract manufacturers against liability arising from third-party claims of intellectual property rights infringement related to the Company’s products. These indemnities appear in development and supply agreements with the Company’s customers as well as manufacturing service agreements with the Company’s contract manufacturers, are not limited in amount or duration and generally survive the expiration of the contract. Given that the amount of any potential liabilities related to such indemnities cannot be determined until an infringement claim has been made, the Company is unable to determine the maximum amount of losses that it could incur related to such indemnifications. Historically, any amounts payable pursuant to such intellectual property indemnifications have not had a material effect on the Company’s business, financial condition or results of operations.

75

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

Director and Officer Indemnities and Contractual Guarantees

The Company has entered into indemnification agreements with its directors and executive officers which require the Company to indemnify such individuals to the fullest extent permitted by Delaware law. The Company’s indemnification obligations under such agreements are not limited in amount or duration. Certain costs incurred in connection with such indemnifications may be recovered under certain circumstances under various insurance policies. Given that the amount of any potential liabilities related to such indemnities cannot be determined until a lawsuit has been filed against a director or executive officer, the Company is unable to determine the maximum amount of losses that it could incur relating to such indemnifications. Historically, any amounts payable pursuant to such director and officer indemnifications have not had a material negative effect on the Company’s business, financial condition or results of operations.

The Company has also entered into severance agreements and change in control agreements with certain of its executives. These agreements provide for the payment of specific compensation benefits to such executives upon the termination of their employment with the Company.

General Contractual Indemnities/Products Liability

During the normal course of business, the Company enters into contracts with customers where it has agreed to indemnify the other party for personal injury or property damage caused by the Company’s products. The Company’s indemnification obligations under such agreements are not limited in duration and are generally not limited in amount. Historically, any amounts payable pursuant to such contractual indemnities have not had a material negative effect on the Company’s business, financial condition or results of operations. The Company maintains product liability insurance as well as errors and omissions insurance which may provide a source of recovery to the Company in the event of an indemnification claim.

Other Guarantees and Indemnities

The Company occasionally issues guarantees for certain contingent liabilities under various contractual arrangements, including customer contracts, self-insured retentions under certain insurance policies and governmental value-added tax compliance programs. These guarantees normally take the form of standby letters of credit issued by the Company’s banks, which may be secured by cash deposits or pledges, or performance bonds issued by an insurance company. Historically, any amounts payable pursuant to such guarantees have not had a material negative effect on the Company’s business, financial condition or results of operations. In addition, the Company, as part of the agreements to register the convertible notes it issued in September 2007 and November 2004 agreed to indemnify the selling security holders against certain liabilities, including liabilities under the Securities Act of 1933. The Company’s indemnification obligations under such agreements are not limited in duration and generally not limited in amount.

Note 12. 401(k) and Profit-Sharing Plans

The Company sponsors a 401(k) and profit-sharing plan covering all eligible U.S. employees and provides for a Company match in cash on a portion of participant contributions. The Company’s 401(k) and profit sharing plan is managed by Fidelity Investments, and is an employee self-directed plan which offers a variety of investment choices via mutual funds. Employees may contribute up to 15% of their base salary, subject to IRS maximums. The Company’s matching contributions are made in cash and are invested in the same percentage among the various funds offered as selected by the employee. Effective for fiscal year 2010, the Company matches 100% of the first 3% of eligible compensation contributed and 50% of the next 2%. For prior periods, the Company matched 100% of the eligible compensation contributed up to 6%. Employer matching contributions for the years ended January 3, 2010, December 28, 2008 and December 30, 2007 were $1.7 million, $1.8 million and $1.4 million, respectively. There were no discretionary profit sharing contributions authorized for the years ended January 3, 2010, December 28, 2008 or December 30, 2007.

Note 13. Employee Stock Purchase Plan

The Company’s Extended and Restated 1996 Employee Stock Purchase Plan (the “ESPP”) provides for shares of common stock that are reserved for issuance under the plan. The ESPP, which is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code, is implemented utilizing semi-annual offerings with purchases occurring at six-month intervals. The ESPP administration is overseen by the Board of Directors. Employees are eligible to participate if they are employed by the Company for at least 20 hours per week and if they have been employed by the Company for at least 90 days. The ESPP permits eligible employees to purchase common stock through payroll deductions, which may not exceed 20% of an employee’s compensation. The price of common stock purchased under the ESPP is 85% of the lower of the fair market value of the common stock at the beginning of each six-month offering period or on the applicable purchase date. Employees may end their participation in an offering at any time during the offering period,

76

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

and participation ends automatically upon termination of employment. The total number of shares of common stock that may be purchased by an employee in any offering period may not exceed 5,000 shares. The Board may at any time amend or terminate the ESPP, except that no such amendment or termination may adversely affect shares previously granted under the ESPP. On August 12, 2008, the Company’s shareholders approved an amendment which increased the authorized number of common shares available for purchase under the Plan from 390,953 to 1,890,953. At January 3, 2010, there were rights to purchase approximately 340,100 shares under the ESPP’s current offering period, which concluded on January 31, 2010. There were 1,003,585 shares available for purchase at January 3, 2010 under the ESPP. The Plan has a termination date of July 31, 2017.

Note 14. Stock Plans and Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with the guidance now codified as FASB ASC Topic 718. Under the fair value recognition provision of FASB ASC Topic 718, stock-based compensation cost is estimated at the grant date based on the fair value of the award. The Company estimates the fair value of stock options granted according to the Black-Scholes-Merton option pricing model and a multiple option award approach. The fair value of restricted stock awards is based on the closing market price of the Company’s common stock on the date of grant.

During the year ended January 3, 2010, the Company recognized total compensation expense of $4.4 million, which consists of $4.3 million for stock options and $0.1 million for employee stock purchase plan awards in its consolidated statement of operations. During the year ended December 28, 2008, the Company recognized total compensation expense of $4.8 million, which consists of $4.4 million for stock options and $0.4 million for employee stock purchase plan awards in its consolidated statement of operations. During the year ended December 30, 2007, the Company recognized total compensation expense of $4.9 million, which consists of $4.6 million for stock options and $0.3 million for employee stock purchase plan awards in its consolidated statement of operations.

Stock-based compensation expense was recognized as follows in the consolidated statement of operations:

	Fiscal Years Ended
	January 3, 2010		December 28, 2008		December 30, 2007
Cost of sales	$	1,047	$	1,007	$	700
Sales and marketing expenses		354		388		472
Research and development expenses		979		1,123		759
General and administrative expenses		1,975		2,236		2,956
Increase to operating loss before income taxes		4,355		4,754		4,887
Income tax benefit recognized		—		—		—
Impact on net income (loss)	$	4,355	$	4,754	$	4,887
Impact on earnings (loss) per share:
Basic and diluted	$	0.03	$	0.04	$	0.04

As of January 3, 2010, unrecognized compensation expense related to the unvested portion of the Company’s stock based-awards and employee stock purchase plan was approximately $2.9 million (net of estimated forfeitures of $0.3 million) which is expected to be recognized over a weighted-average period of 1.2 years.

The Black-Scholes-Merton option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. Option valuation methods require the input of highly subjective assumptions including the weighted average risk-free interest rate, the expected life and the expected stock price volatility. The weighted average risk-free interest rate was determined based upon actual U.S. treasury rates over a one to ten year horizon, based upon the actual life of options granted. The Company grants options with either a five year or ten year life. The expected life is based on the Company’s actual historical option exercise experience. For the employee stock purchase plan, the actual life of six months is utilized in this calculation. The expected life was determined based upon actual option grant lives over a ten year period. The Company has utilized various market sources to calculate the implied volatility factor utilized in the Black-Scholes-Merton option valuation model. These included the implied volatility utilized in the pricing of options on the Company’s common stock as well as the implied volatility utilized in determining market prices of the Company’s outstanding convertible notes. Using the Black-Scholes-Merton option valuation model, the estimated weighted average fair value of options granted during fiscal years 2009, 2008 and 2007 were $0.45 per share, $1.97 per share and $2.62 per share, respectively.

77

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

The fair value of restricted stock awards is based upon the closing market price of the Company’s common stock on the date of grant. The weighted average grant date fair value of restricted stock awards granted in 2008 and 2007 was $3.28 and $6.32, respectively. There were no restricted stock awards granted in 2009.

The fair value of options granted under the Company’s stock incentive plans during fiscal years 2009, 2008 and 2007 was estimated on the date of grant using the Black-Scholes-Merton option-pricing model utilizing the multiple option approach and the following weighted-average assumptions:

	Fiscal Years Ended
	January 3, 2010		December 28, 2008			December 30, 2007
Weighted average risk-free interest rate	1.7	%		2.6	%	4.2	%
Expected life (in years)	5.1			4.6		4.5
Expected stock volatility	138	%		58	%	44	%
Dividend yield	None		None			None

The purposes of the Company’s stock option plans are to attract and retain the best available personnel for positions of substantial responsibility with the Company and to provide participants with additional incentives in the form of options to purchase the Company’s common stock which will encourage them to acquire a proprietary interest in, and to align their financial interests with those of the Company and its shareholders. All of the Company’s stock option plans have been approved by the Company’s shareholders.

1995 Stock Option Plan

The Company’s 1995 Stock Option Plan (the “1995 Plan”), as amended, permits executive personnel, key employees and non-employee members of the Board of Directors of the Company to participate in ownership of the Company. Pursuant to the amended Stockholder’s Agreement dated as of November 8, 1996, between the Company and certain of its original shareholders, those certain shareholders agreed that once the Company issued 3,285,000 shares of common stock under the 1995 Stock Option Plan, any additional shares issued under that Plan upon an option exercise would be coupled with a redemption from those shareholders of an equal number of shares at a redemption price equaling the option exercise price. The Company and those certain shareholders have agreed that this share redemption agreement applies only to the exercise of options to purchase a total of 2,530,845 shares of the Company’s common stock. As of January 3, 2010, a total of 5,766,296 options have been exercised under the 1995 Plan, of which a total of 2,481,296 shares of common stock have been funded from those shareholders party to the amended Stockholder’s Agreement. The effect of this transaction is to eliminate any dilution from the further exercise of options under the 1995 Plan. At January 3, 2010, there were 16,200 options outstanding under the 1995 Plan at a weighted average exercise price of $7.07 share. The ability to grant additional shares under the 1995 Plan expired in December 2005. Therefore, there are no shares available for grant under the 1995 Plan at January 3, 2010, and there were a total of 16,200 shares of common stock held in escrow by the Company on behalf of those shareholders party to the Stockholder’s Agreement to fund all future exercises under the 1995 Plan.

1996 Stock Incentive Plan

The Company’s 1996 Stock Incentive Plan (the “1996 Plan”), as amended, provides for the granting of “incentive stock options,” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), non-statutory options and restricted stock grants to directors, officers, employees and consultants of the Company, except that incentive stock options may not be granted to non-employee directors or consultants. As of January 3, 2010, a total of 5,501,071 non-statutory options had been exercised under the 1996 Plan and there were 1,713,509 non-statutory options outstanding under the 1996 Plan at a weighted average exercise price of $13.00 per share. The ability to grant additional shares under the 1996 Plan expired on December 5, 2006. Therefore, there were no shares available for grant under the 1996 Plan at January 3, 2010.

78

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

1996 Director Stock Option Plan

The Company’s 1996 Director Stock Option Plan (the “Director Plan”), as amended, provides that a total of 1,200,000 shares of the Company’s common stock are reserved for issuance under the plan. On November 10, 2005, the Company’s shareholders approved the Director Plan Amendment that extended the term of the Director Plan from its previous expiration date of December 5, 2006 to December 5, 2016. Under the Director Plan, the Board of Directors has the discretion to determine the timing and amount of option grants to directors who are not employees or paid consultants to the Company. It is the current practice of the Board to grant outside directors an option to purchase 45,000 shares upon reelection to the Board of Directors. The option vests in twelve equal monthly installments so that it is fully vested after one year. The Director Plan provides that the exercise price per share of grants issued under the Director Plan shall be equal to 100% of the fair market value of a share of common stock on the grant date. All options expire no later than five years after the grant date. As of January 3, 2010, a total of 208,125 options had been exercised under the Director Plan. There were 510,000 options outstanding under the Director Plan as of January 3, 2010 at a weighted average exercise price of $3.02 per share. There were 481,875 shares available for grant under the Director Plan at January 3, 2010.

2000 Stock Option Plan

The Company’s 2000 Stock Option Plan (the “2000 Plan”) provides that a total of 2,640,000 shares of the Company’s common stock are reserved for issuance under the 2000 Plan. The 2000 Plan provides for the granting of only non-statutory stock options to employees, executive officers and consultants of the Company. The exercise price per share of common stock of the Company covered by each option shall be equal to 100% of the fair market value of the common stock on the date that the option is granted. In no event shall any participant under the 2000 Plan be granted options under the 2000 Plan covering more than 300,000 shares in any one calendar year. Authority to control and manage the 2000 Plan is vested with the Company’s Board of Directors, which has sole discretion and authority, consistent with the provisions of the 2000 Plan, to determine the administration of the 2000 Plan. The Board of Directors may delegate such responsibilities in whole or in part to a committee consisting of two or more members of the Board of Directors or two or more executive officers of the Company (the “Administrator”). All option grants to executive officers of the Company shall be approved by the Board of Directors or the Compensation Committee of the Board of Directors. The Administrator of the 2000 Plan shall have the authority, consistent with the provisions of the 2000 Plan and the authority granted by the Board of Directors, to determine which eligible participants will receive options, the time when options will be granted, the terms of options granted and the number of shares which will be subject to options granted under the 2000 Plan. Notwithstanding the foregoing, the Administrator shall not have the authority to amend an Option Agreement to effect a “re-pricing” of the exercise price of an option either by (i) lowering the exercise price of a previously granted option or (ii) by canceling a previously granted option and granting a new option, except that changes in the Company’s capital structure or a change in control of the Company pursuant to the terms of the 2000 Plan shall not be considered a re-pricing of such option. Options generally vest at the rate of 25% on the first anniversary of the grant date and the remaining 75% vests in equal monthly installments over the following three years. All options expire no later than five years after the grant date. As of January 3, 2010, 837,691 shares had been exercised under the 2000 Plan. There were 1,736,583 options outstanding under the 2000 Plan as of January 3, 2010 at a weighted average exercise price of $3.42 per share. There were 65,726 shares available for grant under the 2000 Plan at January 3, 2010. The 2000 Plan has a termination date of March 17, 2010.

2002 Stock Option Plan

The Company’s 2002 Stock Option Plan (the “2002 Plan”) was approved by the shareholders of the Company on April 24, 2002. The 2002 Plan provides that a total of 2,000,000 shares of the Company’s common stock are reserved for issuance under the 2002 Plan. Employees and consultants or independent advisors who are in the service of the Company or its subsidiaries are eligible to participate in the 2002 Plan. The Company’s executive officers and other highly paid employees are also eligible to participate in the 2002 Plan. The 2002 Plan provides only for the granting of non-statutory stock options. The exercise price per share of common stock of the Company covered by each option shall be equal to 100% of the fair market value of the common stock on the date that the option is granted. In no event shall any participant under the 2002 Plan be granted options under the 2002 Plan covering more than 300,000 shares in any one calendar year. All options granted pursuant to the 2002 Plan shall have a maximum term of no more than ten years from the grant date. Authority to control and manage the 2002 Plan is vested with the Company’s Board of Directors, which has sole discretion and authority, consistent with the provisions of the 2002 Plan, to determine the administration of the 2002 Plan. The Board of Directors may delegate such responsibilities in whole or in part to a committee consisting of two or more members of the Board of Directors or two or more officers of the Company. All option grants to executive officers of the Company shall be approved by the Board of Directors or the Compensation Committee of the Board of Directors. The Administrator of the 2002 Plan shall have the authority, consistent with the provisions of the 2002 Plan and the authority of the Board of Directors, to determine which eligible participants will receive options, the time when options will be granted, the terms of options granted and the number

79

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

of shares which will be subject to options granted under the 2002 Plan. Notwithstanding the foregoing, the Administrator shall not have the authority to amend an option agreement to effect a “re-pricing” of the exercise price of such option either by (1) lowering the exercise price of a previously granted option or (2) by canceling a previously granted option and granting a new option except that changes in the Company’s capital structure or a change in control of the Company pursuant to the terms of the 2002 Plan shall not be considered a re-pricing of such option. As of January 3, 2010, 641,522 shares had been exercised under the 2002 Plan. There were 1,339,856 options outstanding under the 2002 Plan as of January 3, 2010 at a weighted average exercise price of $4.09 per share. There were 18,622 shares available for grant under the 2002 Plan at January 3, 2010. The 2002 Plan has a termination date of January 23, 2012.

2005 Stock Incentive Plan

The Company’s 2005 Stock Incentive Plan (the “2005 Plan”) was approved by the shareholders of the Company on November 10, 2005. The 2005 Plan provides that a total of 7,500,000 shares of the Company’s common stock are reserved for issuance under the 2005 Plan. Any person who is an employee of the Company or any affiliate thereof, any person to whom an offer of employment with the Company has been extended, as determined by either the Board of Directors or one or more committees designated by the Board (the “Committee”), or any person who is a non-employee director is eligible to be designated by the Committee to receive awards and become a participant under the 2005 Plan. The 2005 Plan includes the following equity compensation awards: non-qualified stock options, restricted stock awards, unrestricted stock awards, stock appreciation rights and restricted stock units. The exercise price per share of a stock option shall not be less than the fair market value of the Company’s common stock on the date the option is granted, provided that the Committee may in its discretion specify for any stock option an exercise price per share that is higher than the fair market value of the Company’s common stock on the date the option is granted. The Committee shall determine the period during which a vested stock option may be exercised, provided that the maximum term of a stock option shall be ten years from the date the option is granted. A maximum of 7,500,000 shares of common stock may be issued and sold under all awards, restricted and unrestricted, granted under the 2005 Plan. Of such aggregate limit, the maximum number of shares of common stock that may be issued under all awards of restricted stock, restricted stock units and stock awards, in the aggregate, shall be 3,000,000 shares. The maximum number of shares of common stock that may be subject to stock options, stock appreciation rights, restricted stock, stock units and stock awards, in the aggregate, granted to any one participant during any single fiscal year period shall be 500,000 shares. The foregoing limitations shall each be applied on an aggregate basis taking into account awards granted to a participant under the 2005 Plan as well as awards of the same type granted to a participant under any other equity-based compensation plan of the Company or any affiliate thereof. The 2005 Plan is to be administered by the Committee. The Committee shall have such powers and authority as may be necessary or appropriate to carry out the functions of the Committee as described in the 2005 Plan. Subject to the express limitations of the 2005 Plan, the Committee shall have authority in its discretion to determine the persons to whom, and the time or times at which, awards may be granted, the number of shares, units or other rights subject to each award, the exercise, base or purchase price of an award (if any), the time or times at which an award will become vested, exercisable or payable, the performance goals and other conditions of an award, the duration of the award and all other terms of the award. The Committee may prescribe, amend and rescind rules and regulations relating to the 2005 Plan. All interpretations, determinations and actions by the Committee shall be final, conclusive and binding upon all parties. Additionally, the Committee may delegate to one or more officers of the Company the ability to grant and determine terms and conditions of awards under the 2005 Plan to certain employees, and the Committee may delegate to any appropriate officer or employee of the Company responsibility for performing certain ministerial functions under the 2005 Plan. Subject to anti-dilution adjustment provisions in the 2005 Plan, without the prior approval of the Company’s shareholders, evidenced by a majority of votes cast, neither the Committee nor the Board of Directors shall cause the cancellation, substitution or amendment of a stock option that would have the effect of reducing the exercise price of such a stock option previously granted under the 2005 Plan, or otherwise approve any modification to such a stock option that would be treated as a “repricing” under the then applicable rules, regulations or listing requirements adopted by the NASDAQ Stock Market. As of January 3, 2010, 895,000 shares of restricted stock had been granted under the 2005 Plan, of which there are 201,563 subject to a risk of forfeiture. There were 5,256,666 options outstanding under the 2005 Plan as of January 3, 2010 at a weighted average exercise price of $2.76 per share. There were 1,348,334 shares available for grant under the 2005 Plan at January 3, 2010. The 2005 Plan has a termination date of September 20, 2015.

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POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

Stock Option and Awards Activity

The following table summarizes activity for outstanding options under the Company’s stock option plans for the fiscal year ended January 3, 2010:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)
Balance at December 28, 2008	6,841		$	8.34
Granted	4,714		$	0.54
Exercised	—		$	—
Forfeited	(403	)	$	3.75
Expired	(561	)	$	14.32
Balance at January 3, 2010	10,591		$	4.73	6.27	$	3,358
Vested or expected to vest at January 3, 2010	10,060		$	4.90	6.20	$	3,051
Exercisable at January 3, 2010	4,394		$	8.78	4.56	$	14

The following table summarizes information about all stock options outstanding at January 3, 2010 under the 1995 Plan, 1996 Plan, Director Plan, 2000 Plan, 2002 Plan and 2005 Plan:

Range of Exercise Prices	Options Outstanding at January 3, 2010				Options Exercisable at January 3, 2010
	Options Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life	Options Exercisable	Weighted Average Exercise Price
$0.42	772	$	0.42	9.10	—	$	—
$0.48	3,070	$	0.48	8.29	—	$	—
$0.49 - $4.88	2,152	$	3.06	4.96	609	$	3.80
$4.96 - $6.69	2,281	$	6.05	5.60	1,748	$	5.96
$6.80 - $67.08	2,316	$	12.05	4.49	2,037	$	12.69
Total	10,591	$	4.73	6.27	4,394	$	8.78

The aggregate intrinsic value of stock options exercised during fiscal 2008 and 2007 was $0.1 million and $2.2 million, respectively. There were no stock options exercised during fiscal 2009.

The total fair value of restricted stock awards vested during fiscal 2009, fiscal 2008 and fiscal 2007 was $0.2 million, $0.8 million and $1.0 million, respectively.

The following table summarizes activity for restricted stock awards for the fiscal year ended January 3, 2010:

	Number of Shares		Weighted Average Grant Date Fair Value
Balance at December 28, 2008	380		$	4.29
Granted	—			—
Released	(178	)		3.98
Forfeited	—			—
Balance at January 3, 2010	202		$	4.56

81

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

Note 15. Income Taxes

The components of income (loss) before income taxes and income tax provision for the fiscal years ended January 3, 2010, December 28, 2008 and December 30, 2007 consist of the following:

	Fiscal Years Ended
	January 3, 2010			December 28, 2008			December 30, 2007
Income (loss) before income taxes:
United States	$	(24,374	)	$	(235,392	)	$	(148,725	)
Foreign		30,878			(109,810	)		(153,612	)
Total income (loss) before income taxes	$	6,504		$	(345,202	)	$	(302,337	)
Income tax provision:
Current
Federal		(34	)		121			715
State		152			134			—
Foreign		4,641			8,638			8,455
Total current income tax provision		4,759			8,893			9,170
Deferred
Federal		—			—			—
State		—			—			—
Foreign		(1,477	)		(5,431	)		(1,972	)
Total deferred tax provision (benefit)		(1,477	)		(5,431	)		(1,972	)
Total income tax provision	$	3,282		$	3,462		$	7,198

The provision for income taxes in the accompanying consolidated financial statements reconciles to the amount computed by applying the federal statutory rate of 35% to income (loss) before income taxes for the fiscal years ended January 3, 2010, December 28, 2008 and December 30, 2007 as follows:

	Fiscal Year Ended
	January 3, 2010			December 28, 2008			December 30, 2007
Taxes at federal statutory rate	$	2,276		$	(120,820	)	$	(105,868	)
State taxes, net		152			134			—
Foreign income taxed at different rates		(4,218	)		(9,757	)		(4,052	)
Goodwill impairment		—			59,962			32,242
Earnings of foreign subsidiaries subject to US tax		11,806			28,407			10,167
Imputed interest income		412			857			1,727
Change in FASB ASC Topic 740 reserve		(2,664	)		4,473			2,769
Stock compensation – Non – U.S.		1,504			123			119
China withholding tax		738			1,056			—
Other		28			(2,168	)		2,919
Change in valuation allowance		(6,752	)		41,195			67,175
Income tax provision	$	3,282		$	3,462		$	7,198

82

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

Deferred income taxes reflect the net tax effects of tax carry-forwards and temporary differences between the carrying amount of assets and liabilities for tax and financial reporting purposes. The Company’s deferred tax assets and liabilities were comprised of the following major components:

	January 3, 2010			December 28, 2008
Deferred tax assets
Accruals and provisions	$	12,882		$	25,119
Net operating loss carry-forwards		164,777			129,123
Property, plant and equipment		3,698			10,742
Intangibles		93,007			99,827
Tax credit carry-forwards		19,025			22,543
Other		5,000			(472	)
Inventory reserve		(33	)		101
Gross deferred tax assets		298,356			286,983
Less: valuation allowance		(291,907	)		(283,779	)
Net deferred tax assets	$	6,449		$	3,204

As of January 3, 2010, deferred income taxes were impacted by the change in the applicable statutory tax rate in China as a result of a special tax incentive granted to the Company. The net effect was a decrease to deferred tax assets of $1.2 million. As of December 28, 2008, deferred income taxes were impacted by the change in the applicable statutory tax rate mainly in Sweden as a result of legislation. The net effect was an increase to deferred tax assets of $1.2 million.

As of January 3, 2010, the Company has $1,186.5 million of United States federal and state net operating loss carry-forwards and $108.2 million of foreign net operating losses, net of uncertain tax positions, some of which will begin to expire in 2023 if not utilized. Net operating loss carry-forwards, and the related carry-forward periods, at January 3, 2010, are summarized as follows:

	Net Operating Loss		Tax Benefit Amount		Valuation Allowance			Expected Tax Benefit		Carry-forward Period Ends
United States Federal net operating loss	$	358,164	$	125,357	$	(125,357	)	$	—	2023
United States State net operating loss		828,336		13,228		(13,228	)		—	2009
Foreign net operating losses		108,181		34,176		(33,300	)		876	Indefinite
Total	$	1,294,681	$	172,761	$	(171,885	)	$	876

Approximately $42.7 million of the U.S. federal net operating loss is subject to annual limitations on utilization equal to approximately $18.5 million pursuant to Section 382 of the Internal Revenue Code.

A valuation allowance of approximately $171.9 million has been provided for certain of the above carry-forwards. This valuation allowance reduces the deferred tax asset related to net operating loss carry-forwards of $0.9 million to an amount that is more likely than not to be realized.

The Company also has Federal and California tax credit carry-forwards of $8.0 million and $16.9 million, respectively. The Federal credits will begin to expire in 2021 and the California tax credits began to expire in 2009. A full valuation allowance has been provided for these tax credits.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the actual timing within which the underlying temporary differences become taxable or deductible. Based on historical and forecasted earnings, the Company removed a valuation allowance of approximately $0.2 million, $1.1 million and $0.6 million in Brazil, Canada and Finland during the fourth quarter of 2009. The Company continued to maintain a valuation allowance against its net deferred tax assets in the U.S. and various foreign jurisdictions in 2009 where the Company believes it is more likely than not that deferred tax assets will not be realized.

Foreign earnings of the Company are primarily considered to be indefinitely reinvested. Upon distribution of those earnings in the form of dividends or otherwise, some portion of the distribution would be subject to both foreign withholding taxes and U.S. income taxes, less applicable foreign tax credits. Determination of the amount of U.S. income tax liability that would be incurred is not practicable because of the complexities associated with its hypothetical calculation, but is not expected to result in additional U.S. tax expense as a result of the Company’s U.S. net operating losses and valuation allowance.

83

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

On January 2, 2006, the Company began reporting results in accordance with FASB ASC Topic 718 and recognized expense in 2007, 2008 and 2009 related to stock-based compensation. Some of those costs are not deductible in the U.S. or in foreign countries. In the future, approximately $3.1 million of the valuation allowance will reverse to equity.

FASB ASC Topic 740 clarifies the accounting for uncertainties in income taxes by prescribing guidance for the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. FASB ASC Topic 740 requires that any liability created for unrecognized tax benefits be disclosed. The application of FASB ASC Topic 740 may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets. The tax years subject to examination for the Company’s U.S. federal return are the 2007 through 2009 tax years, including adjustments to net operating loss carryovers in those years. In addition, the Company has subsidiaries in various foreign jurisdictions that have statutes of limitations generally ranging from 3 to 6 years.

As of January 3, 2010, the liability for income taxes associated with uncertain tax positions was $14.8 million. Of this amount, $5.5 million, if recognized, would affect tax expense and would require penalties and interest of $0.4 million, $1.2 million would result in a decrease in prepaid assets, and $7.7 million would result in a decrease of deferred tax assets in jurisdictions where the deferred tax assets are currently offset by a full valuation allowance.

As of December 28, 2008, the liability for income taxes associated with uncertain tax positions was $10.6 million. Of this amount, $8.2 million, if recognized, would affect tax expense and would require penalties and interest of $0.3 million, $0.9 million would result in a decrease in prepaid assets, and $1.2 million would result in a decrease of deferred tax assets in jurisdictions where the deferred tax assets are currently offset by a full valuation allowance.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows (in millions):

	January 3, 2010			December 28, 2008			December 30, 2007
Unrecognized tax benefits beginning of year balance	$	8,238		$	9,239		$	8,952
Gross increases for tax positions of prior years		2,034			1,110			—
Gross decreases for tax positions of prior years		(3,514	)		(529	)		(2,405	)
Gross increases for tax positions of current year		8,632			3,804			2,692
Settlements		—			(5,386	)		—
Lapse of statute of limitations		(1,009	)		—			—
Unrecognized tax benefits ending of year balance	$	14,381		$	8,238		$	9,239

The Company strives to resolve open matters with each tax authority at the examination level and could reach agreement with a tax authority at anytime. While the Company has accrued for amounts it believes are the expected outcomes, the final outcome with a tax authority may result in a tax liability that is more or less than that reflected in the financial statements. Furthermore, the Company may later decide to challenge any assessments, if made, and may exercise its right to appeal. The liability is reviewed quarterly and adjusted as events occur that affect potential liabilities for additional taxes, such as lapsing of applicable statutes of limitations, proposed assessments by tax authorities, negotiations between tax authorities, identification of new issues, and issuance of new legislation, regulations or case law. Management believes that adequate amounts of tax and related interest, if any, have been provided for any adjustments that may result from these examinations of uncertain tax positions.

As a result of our ongoing audits, the total liability for unrecognized tax benefits may change within the next twelve months due to either settlement of audits or expiration of statutes of limitations. Additionally, the IRS has concluded their examination of the 2006 tax year and the Finland tax authorities have concluded their tax audit for the 2007-2008 tax years with only immaterial adjustments. At January 3, 2010, the Company has concluded all United States federal income tax matters for years through 2006. All other material state and local, and foreign income tax matters have been concluded for years through 2005.

84

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

Note 16. Fair Value of Financial Instruments

The estimated fair value of the Company’s financial instruments has been determined using available market information and valuation methodologies. Considerable judgment is required in estimating fair values. Accordingly, the estimates may not be indicative of the amounts the Company could realize in a current market exchange.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it was practicable to estimate that value.

Cash and Cash Equivalents and Restricted Cash

The carrying amount approximates fair value because of the short maturity (less than 90 days) and high credit quality of these instruments.

Long-Term Debt

The fair value of the Company’s long-term debt is estimated based on the quoted market prices for the debt. The Company’s long-term debt consists of convertible subordinated notes, which are not actively traded as an investment instrument and therefore, the quoted market prices may not reflect actual sales prices at which these notes would be traded. The Company values these instruments at their stated par value, which represents the principal amount due at maturity, as well as the amount upon which interest expense is based. The stated par value of these notes equals their carrying value on the Company’s consolidated balance sheet.

The estimated fair values of the Company’s financial instruments were as follows:

	January 3, 2010			December 28, 2008
	Carrying Amount		Fair Value	Carrying Amount		Fair Value
Cash and cash equivalents	$	60,439	60,439	$	46,906	$	46,906
Restricted cash		2,600	2,600		3,433		3,433
Long-term debt, including current portion
3.875% Convertible Subordinated Notes due 2027		150,000	99,000		150,000		35,805
1.875% Convertible Subordinated Notes due 2024		130,887	113,544		156,321		37,189

Note 17. Supplier Concentrations

Certain of the Company’s products, as well as components utilized in such products, are available in the short-term only from a single or a limited number of sources. In addition, in order to take advantage of volume pricing discounts, the Company purchases certain customized components from single-source suppliers as well as finished products from single-source contract manufacturers. The inability to obtain single-source components or finished products in the amounts needed on a timely basis or at commercially reasonable prices could result in delays in product introductions, interruption in product shipments or increases in product costs, which could have a material adverse effect on the Company’s business, financial condition and results of operations until alternative sources could be developed at a reasonable cost.

Note 18. Segment

The Company operates in one reportable business segment: “Wireless Communications.” The Company’s revenues are derived from the sale of wireless communications network products and coverage solutions, including antennas, boosters, combiners, cabinets, shelters, filters, radio frequency power amplifiers, remote radio head transceivers, repeaters, tower-mounted amplifiers and advanced coverage solutions for use in cellular, PCS, 3G and 4G wireless communications networks throughout the world.

Customer Information

The Company manufactures multiple product categories at its manufacturing locations and produces certain products at more than one location. With regard to sales, the Company sells its products through two major sales channels. The largest channel is the original equipment manufacturer channel, which consists of large global companies such as Alcatel-Lucent,

85

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

Ericsson, Huawei, Motorola, Nokia Siemens, Nortel and Samsung. The other major channel is direct to wireless network operators, such as AT&T, Bouyges, Orange, Reliance, Sprint, T-Mobile, Verizon Wireless and Vodafone. A majority of the Company’s products are sold to both sales channels. The Company maintains global relationships with most of its customers. The Company’s original equipment manufacturer customers normally purchase on a global basis and the sales to these customers, while recognized in various reporting regions, are managed on a global basis. For network operator customers, where they have a global presence, the Company typically maintains a global purchasing agreement. Individual sales are made on a regional basis.

The Company measures its success by monitoring its net sales by product and consolidated gross margins, with a short-term goal of maintaining a positive operating cash flow while striving to achieve long-term operating profits.

Product Group Information

The following table presents an analysis of the Company’s sales based upon product groups:

Wireless Communications Product Groups	Fiscal Years Ended
	January 3, 2010				December 28, 2008				December 30, 2007
Antenna systems	$	150,610	27	%	$	233,090	26	%	$	160,974	21	%
Base station systems		364,166	64	%		571,526	64	%		565,084	72	%
Coverage systems		52,710	9	%		85,618	10	%		54,459	7	%
Total net sales	$	567,486	100	%	$	890,234	100	%	$	780,517	100	%

Antenna systems consist of base station antennas and tower-mounted amplifiers. Base station subsystems consist of products that are installed into or around the base station of wireless networks and include products such as boosters, combiners, filters, radio frequency power amplifiers and VersaFlex cabinets. Coverage systems consist primarily of repeaters and advanced coverage solutions.

Geographic Information

The following schedule presents an analysis of the Company’s sales based upon the geographic area to which a product was shipped:

	Fiscal Years Ended
Geographic Area	January 3, 2010		December 28, 2008		December 30, 2007
United States	$	148,173	$	256,200	$	203,843
Asia Pacific		233,463		302,169		203,904
Europe		135,600		274,977		334,095
Other international		50,250		56,888		38,675
Total net sales	$	567,486	$	890,234	$	780,517

Sales to the Asia Pacific region include sales to China, India, South Korea and other locations in Asia. Other international sales include sales to Canada, Mexico, Latin and South America and all other foreign countries. Sales to Canada were $3.8 million, $3.6 million and $7.6 million during the years ended January 3, 2010, December 28, 2008 and December 30, 2007, respectively. Sales to Finland were $55.2 million, $74.9 million and $118.2 million during the years ended January 3, 2010, December 28, 2008 and December 30, 2007, respectively. Sales to France were $12.3 million, $51.3 million and $48.9 million during the years ended January 3, 2010, December 28, 2008 and December 30, 2007, respectively.

86

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

The following table presents an analysis of the Company’s long-lived assets based upon geographic area to which the asset resides:

Geographic Area	Fiscal Years Ended
	January 3, 2010		December 28, 2008
United States	$	55,782	$	65,563
Asia Pacific		19,788		20,550
Europe		14,008		17,121
Other international		305		227
Total long lived assets	$	89,883	$	103,461

87

POWERWAVE TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(tabular amounts in thousands, except per share data)

Note 19. Quarterly Financial Data (Unaudited)

	Quarters Ended
	March 29, 2009			June 28, 2009			September 27, 2009			January 3, 2010
Fiscal 2009:
Net sales	$	149,745		$	136,110		$	139,048		$	142,583
Gross profit	$	32,752		$	35,898		$	36,158		$	37,684
Net income (loss)	$	(2,100	)	$	6,348		$	292		$	(1,318	)
Basic income (loss) per share	$	(0.02	)	$	0.05		$	0.00		$	(0.01	)
Diluted income (loss) per share	$	(0.02	)	$	0.05		$	0.00		$	(0.01	)
	March 30, 2008			June 29, 2008			September 28, 2008			December 28, 2008
Fiscal 2008:
Net sales	$	226,302		$	245,642		$	237,960		$	180,330
Gross profit	$	42,056		$	49,134		$	50,865		$	5,473
Net loss	$	(14,247	)	$	(10,224	)	$	(1,801	)	$	(322,392	)
Basic and diluted loss per share	$	(0.11	)	$	(0.08	)	$	(0.01	)	$	(2.46	)

88

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating to Powerwave and its consolidated subsidiaries is made known to the officers who certify the Company’s financial reports, as well as other members of senior management and the Board of Directors, to allow timely decisions regarding required disclosures. As of the end of the period covered by this report, Powerwave carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Securities and Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information related to the Company that is required to be included in Powerwave’s annual and periodic SEC filings.

There were no changes in our internal controls over financial reporting during the fourth quarter of the year ended January 3, 2010 that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Powerwave have been detected.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness of our internal controls over financial reporting as of January 3, 2010. In making its assessment of the effectiveness of our internal controls over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on these criteria, our management has concluded that, as of January 3, 2010, our internal controls over financial reporting are effective. Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on our assessment of our internal control over financial reporting, which is included herein.

ITEM 9B. OTHER INFORMATION

None.

89

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

(a) Identification of Director’s and Executive Officers.

The information required hereunder is incorporated by reference from the sections of our Proxy Statement filed in connection with our 2010 Annual Meeting of Stockholders under the captions “Election of Directors” and “Executive Compensation.”

(b) Compliance with Section 16(a) of the Exchange Act.

The information required hereunder is incorporated by reference from the sections of our Proxy Statement filed in connection with our 2010 Annual Meeting of Stockholders under the caption “Section 16(a) Beneficial Ownership Reporting Compliance.”

(c) Code of Ethics.

The information required hereunder is incorporated by reference from the sections of our Proxy Statement filed in connection with our 2010 Annual Meeting of Stockholders under the caption “Code of Ethics.”

(d) Audit Committee and Audit Committee Financial Expert.

The information required hereunder is incorporated by reference from the sections of our Proxy Statement filed in connection with our 2010 Annual Meeting of Stockholders under the caption “What committees has the Board established?”

ITEM 11. EXECUTIVE COMPENSATION

The information required hereunder is incorporated by reference from the sections of our Proxy Statement filed in connection with its 2010 Annual Meeting of Stockholders under the heading “Executive Compensation.”

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required hereunder is incorporated by reference from the sections of our Proxy Statement filed in connection with its 2010 Annual Meeting of Stockholders under the caption “Stock Ownership.”

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required hereunder is incorporated by reference from the sections in our Proxy Statement filed in connection with its 2010 Annual Meeting of the Stockholders under the captions “Certain Relationships and Transactions with Management and Others” and “Election of Directors.”

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required hereunder is incorporated by reference from the sections in our Proxy Statement filed in connection with its 2010 Annual Meeting of the Stockholders under the captions “Audit and Non-Audit Fees.”

90

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as a part of this report:

(1) Financial Statements

The financial statements included in Part II, Item 8 of this document are filed as part of this Report.

(2) Financial Statement Schedule

The financial statement schedule included in Part II, Item 8 of this document is filed as part of this Report. All other schedules are omitted as the required information is inapplicable or the information is included in the consolidated financial statements or related notes.

(3) Exhibits

91

The following exhibits are filed as part of this Report:

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of the Company as amended through April 27, 2004 (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-K filed with the Securities and Exchange Commission on March 2, 2009).
3.2	Amended and Restated Bylaws of the Company as amended through November 1, 2007 (incorporated by reference to Exhibit 3.2 of the Company’s Form 10-K filed with the Securities and Exchange Commission on March 2, 2009).
3.3	Certificate of Designation of Rights, Preferences and Privileges of Series A Junior Participating Preferred Stock of Powerwave Technologies, Inc. (incorporated herein by reference to Exhibit 2.1 to Registrant’s Form 8-A dated June 4, 2001).
4.1	Stockholders’ Agreement, dated October 10, 1995, among the Company and certain stockholders (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form-S-1 (File No. 333-13679) as filed with the Securities and Exchange Commission on October 8, 1996).
4.1.1	Amendment to Stockholders Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form-S-1 (File No. 333-13679) as filed with the Securities and Exchange Commission on October 8, 1996).
4.2	Rights Agreement, dated as of June 1, 2001 between Powerwave Technologies, Inc. and U.S. Stock Transfer Corporation, as Rights Agent, which includes as Exhibit A thereto the form of Certificate of Designation for the Series A Junior Participating Preferred Stock, as Exhibit B thereto the Form of Rights Certificate and as Exhibit C thereto a Summary of Terms of Stockholder Rights Plan (incorporated herein by reference to Exhibit 2.1 to Registrant’s Form 8-A12G dated June 4, 2001).
4.2.1	First Amendment to Rights Agreement, dated June 19, 2003, between Powerwave Technologies, Inc. and U.S. Stock Transfer Corporation, as Rights Agent (incorporated by reference to Exhibit 2 of the Company’s Form 8-A12G/A as filed with the Securities and Exchange Commission on July 10, 2003).
4.2.2	Second Amendment to Rights Agreement, dated September 29, 2006, between Powerwave Technologies, Inc. and U.S. Stock Transfer Corporation, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2006).
4.3	Indenture, dated as of November 10, 2004, by and between Powerwave Technologies, Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated November 4, 2004 filed with the Securities and Exchange Commission on November 10, 2004).
4.4	Registration Rights Agreement, dated as of November 10, 2004, by and between Powerwave Technologies, Inc. and Deutsche Bank Securities Inc. (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated November 4, 2004 filed with the Securities and Exchange Commission on November 10, 2004).
4.5	Form of Global 1.875% Convertible Subordinated Note due 2024 (included in Exhibit 4.7).
4.6	Indenture, dated September 24, 2007, by and between Powerwave Technologies, Inc. and Deutsche Bank Trust Company America (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2007).

92

Exhibit Number	Description
4.7	Registration Rights Agreement, dated September 24, 2007 by and between the Company and Deutsche Bank Securities, Inc. (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2007).
4.8	Form of Global 3.875% Convertible Subordinated Note due 2027 (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2007).
10.1	Powerwave Technologies, Inc. 1996 Stock Incentive Plan (the “1996 Plan”) (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form-S-1 (File No. 333-13679) as filed with the Securities and Exchange Commission on October 8, 1996).*
10.1.1	Amendment No. 1 to 1996 Plan (incorporated by reference to Exhibit 10.6.1 to the Company’s Registration Statement on Form-S-1 (File No. 333-28463) as filed with the Securities and Exchange Commission on June 4, 1997).*
10.1.2	Amendment No. 2 to 1996 Plan (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 (File No. 333-20549) as filed with the Securities and Exchange Commission on October 8, 1998).*
10.2	Form of Stock Option Agreement for 1996 Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form-S-1 (File No. 333-13679) as filed with the Securities and Exchange Commission on October 8, 1996).*
10.3	Form of Restricted Stock Purchase Agreement for 1996 Plan (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form-S-1 (File No. 333-13679) as filed with the Securities and Exchange Commission on October 8, 1996).*
10.4	Powerwave Technologies, Inc. Amended and Restated 1996 Director Stock Option Plan (the “Director Plan”) as amended through August 12, 2009.*
10.5	Form of Stock Option Agreement for the Director Plan (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form-S-1 (File No. 333-13679) as filed with the Securities and Exchange Commission on October 8, 1996).*
10.6	Redemption Agreement, dated October 10, 1995, among the Company and certain stockholders (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form-S-1 (File No. 333-13679) as filed with the Securities and Exchange Commission on October 8, 1996).
10.7	Form of Indemnification Agreement (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form-S-1 (File No. 333-13679) as filed with the Securities and Exchange Commission on October 8, 1996).*
10.8	Powerwave Technologies, Inc. 2000 Stock Option Plan (the “2000 Plan”) (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 (File No. 333-38568) as filed with the Securities and Exchange Commission on June 5, 2000).*
10.9	Form of Stock Option Agreement for the 2000 Plan (incorporated by reference to Exhibit 4.2 to the Company’s Form S-8 (File No. 333-38568) as filed with the Securities and Exchange Commission on June 5, 2000).*
10.10	Powerwave Technologies, Inc. 2002 Stock Option Plan (“2002 Plan”) (incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 (File No. 333-88836) as filed with the Securities and Exchange Commission on May 22, 2002).*
10.11	Form of Stock Option Agreement for the 2002 Plan (incorporated by reference to Exhibit 4.2 to the Company’s Form S-8 (File No. 333-88836) as filed with the Securities and Exchange Commission May 22, 2002).*
10.12	Powerwave Technologies, Inc. 2005 Stock Incentive Plan (the “2005 Plan”) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 17, 2005).*
10.13	Form of Stock Option Agreement under the 2005 Plan (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 17, 2005).*
10.14	Form of Restricted Stock Award Agreement under the 2005 (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 17, 2005).*

93

Exhibit Number	Description
10.15	Form of Stock Appreciation Rights Award Agreement under the 2005 Plan (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 17, 2005).*
10.16	Form of Restricted Stock Unit Award Agreement under the 2005 Plan (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 17, 2005).*
10.17	Form of Stock Award Agreement under the 2005 Plan (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 17, 2005).*
10.18	Powerwave Technologies Executive Officer Cash Compensation Plan (incorporated by reference to Exhibit 10.58 of the Company’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 16, 2006).*
10.19	Extended and Restated Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2007).*
10.19.1	Amendment to the Powerwave Technologies, Inc. Extended and Restated 1996 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 13, 2008).
10.20	Amended and Restated Change in Control Agreement dated as of August 13, 2008, between the Company and Ronald J. Buschur (incorporated by reference to Exhibit 10.25 of the Company’s Form 10-K filed with the Securities and Exchange Commission on March 2, 2009).*
10.21	Amended and Restated Change in Control Agreement dated as of August 13, 2008, between the Company and Kevin T. Michaels (incorporated by reference to Exhibit 10.26 of the Company’s Form 10-K filed with the Securities and Exchange Commission on March 2, 2009).*
10.22	Amended and Restated Severance Agreement dated as of August 13 2008, between the Company and Ronald J. Buschur (incorporated by reference to Exhibit 10.27 of the Company’s Form 10-K filed with the Securities and Exchange Commission on March 2, 2009).*
10.23	Amended and Restated Severance Agreement dated as of August 13, 2008, between the Company and Kevin T. Michaels (incorporated by reference to Exhibit 10.28 of the Company’s Form 10-K filed with the Securities and Exchange Commission on March 2, 2009).*
10.24	Letter Agreement regarding Change of Control Benefits between the Company and J. Marvin MaGee dated December 17, 2008 (incorporated by reference to Exhibit 10.29 of the Company’s Form 10-K filed with the Securities and Exchange Commission on March 2, 2009).*
10.25	Letter Agreement Regarding Change of Control Benefits between the Company and Khurram Sheikh dated December 17, 2008 (incorporated by reference to Exhibit 10.30 of the Company’s Form 10-K filed with the Securities and Exchange Commission on March 2, 2009).*
10.26	Letter Agreement Regarding Change of Control Benefits between the Company and Basem Anshasi dated December 17, 2008 (incorporated by reference to Exhibit 10.33 of the Company’s Form 10-K filed with the Securities and Exchange Commission on March 2, 2009).*
10.27	Credit Agreement dated April 3, 2009 by and among Powerwave Technologies, Inc., as borrower, the lenders that are signatories and Wells Fargo Foothill, LLC, as arranger and administrative agent.
10.28	Waiver, Consent, Amendment Number One to Credit Agreement and Amendment Number One to Security Agreement dated December 31, 2009 with the lenders named therein and Wells Fargo Foothill, LLC, as arranger and administrative agent.
14	Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Form 10-K for the fiscal year ended December 28, 2003 as filed with the Securities and Exchange Commission on February 13, 2004).
21.1	Subsidiaries of the registrant.
23.1	Consent of Independent Registered Public Accounting Firm.

94

Exhibit Number	Description
24.1	Power of Attorney (included in signature page.)
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.***
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.***

* Indicates Item 15(a)(3) exhibit (management contract or compensation plan or arrangement).

** Registrant has sought confidential treatment pursuant to Rule 24b-2 of the Exchange Act for a portion of the referenced exhibit.

*** In accordance with Item 601(b)(32)(ii) of Regulation S-K, this exhibit shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

95

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Ana, State of California, on the 19th day of February 2010.

POWERWAVE TECHNOLOGIES, INC.
By:	/s/    RONALD J. BUSCHUR
	Ronald J. Buschur
	Chief Executive Officer

We, the undersigned directors and officers of Powerwave Technologies, Inc., do hereby constitute and appoint Ronald J. Buschur and Kevin T. Michaels as our true and lawful attorney-in-fact and agents with power of substitution, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney-in-fact and agent may deem necessary or advisable to enable said corporation to comply with the Securities and Exchange Act of 1934, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Annual Report on Form 10-K, including specifically but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and we do hereby ratify and confirm all that said attorney-in-fact and agent, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/    RONALD J. BUSCHUR         Ronald J. Buschur	President, Chief Executive Officer and Director (Principal Executive Officer)	February 19, 2010
/s/    KEVIN T. MICHAELS         Kevin T. Michaels	Chief Financial Officer (Principal Financial and Accounting Officer)	February 19, 2010
/s/    CARL W. NEUN         Carl W. Neun	Chairman of the Board of Directors	February 19, 2010
/s/    JOHN L. CLENDENIN         John L. Clendenin	Director	February 19, 2010
/s/    MOIZ M. BEGUWALA         Moiz M. Beguwala	Director	February 19, 2010
/s/    DAVID L. GEORGE         David L. George	Director	February 19, 2010
/s/    EUGENE L. GODA         Eugene L. Goda	Director	February 19, 2010
/s/    KEN J. BRADLEY         Ken J. Bradley	Director	February 19, 2010

96

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

Description	Balance at Beginning of Period		Charges to Costs and Expenses	Deductions		Balance at End of Period
Year ended January 3, 2010:
Allowance for doubtful accounts and sales returns	$	9,478	1,860	(2,989	)	$	8,349
Allowance for excess and obsolete inventory	$	43,377	9,057	(29,809	)	$	22,625
Year ended December 28, 2008:
Allowance for doubtful accounts and sales returns	$	11,897	966	(3,385	)	$	9,478
Allowance for excess and obsolete inventory	$	47,251	15,435	(19,309	)	$	43,377
Year ended December 30, 2007:
Allowance for doubtful accounts and sales returns	$	9,074	5,245	(2,422	)	$	11,897
Allowance for excess and obsolete inventory	$	48,938	31,823	(33,510	)	$	47,251

97

EX-10.4

Exhibit 10.4

POWERWAVE TECHNOLOGIES

1996 DIRECTOR STOCK OPTION PLAN

(AMENDED AND RESTATED)

August 12, 2009

1. Purchase of the Plan. The purpose of this 1996 Director Stock Option Plan is to attract and retain the best available personnel to serve as Outside Directors of the Company.

All options granted hereunder shall be “non-statutory stock options.”

2. Definitions. As used herein, the following definitions shall apply:

(a) “Board” means the Board of Directors of the Company.

(b) “Change in Control” means (i) the acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of the beneficial ownership of more than fifty percent (50%) of the outstanding securities of the Company; (ii) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; (iii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; (iv) a complete liquidation or dissolution of the Company; or (v) any reverse merger in which the Company is the surviving entity but in which securities possessing more than 50 percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such merger.

(c) “Code” means the Internal Revenue Code of 1986, as amended.

(d) “Common Stock” means the Common Stock of the Company.

(e) “Company” means Powerwave Technologies, Inc., a Delaware corporation

(f) “Continuing Director” means any member of the Board of Directors of the Company who was a member of the Board prior to the effective date of the Plan, and any person who is subsequently elected to the Board if such person is recommended or approved by a majority of the Continuing Directors.

(g) “Continuous Status as a Director” means the absence of any interruption of termination of service as a Director.

(h) “Director” means a member of the Board.

(i) “Employee” means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. The payment of a Director’s fee by the Company shall not be sufficient in and of itself to constitute “employment” by the Company.

(j) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(k) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) System, the Fair Market Value of a Share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales

were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in Common Stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board deems reliable;

(ii) If the Common Stock is quoted on the NASDAQ System (but not on the National Market System thereof) or regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board.

(l) “Option” means a stock option granted pursuant to the Plan.

(m) “Optioned Stock” means the Common Stock subject to an Option.

(n) “Optionee” means an Outside Director who receives an Option.

(o) “Outside Director” means a Director who is not an Employee.

(p) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(q) “Plan” means this 1996 Director Stock Option Plan.

(r) “Share” means a share of the Common Stock, as adjusted in accordance with section 10 of the Plan.

(s) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of Section 10 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is 1,200,000 Shares (the “Pool”) of Common Stock. The Shares may be authorized but unissued, or reacquired Common Stock.

If an option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan.

4. Administration of and Grants of Options under the Plan.

(a) Administrator. Except as otherwise required herein, the Plan shall be administered by the Board.

(b) Powers of the Board. Subject to the provisions and restrictions of the Plan, the Board shall have the authority, in its discretion: (i) to determine the timing of Option grants to Outside Directors, the number of shares subject to the Option grant, the time or times at which the Option will become vested, the duration of the Option and all other terms of the Option; (ii) to determine, upon review of relevant information and in accordance with Section 2(i) of the Plan, the Fair Market Value of the Common Stock; (ii) to interpret the Plan; (iii) to prescribe, amend and rescind rules and regulations relating

2

to the Plan; (iv) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously granted hereunder; and (v) to make all other determinations deemed necessary or advisable for the administration of the Plan. Notwithstanding the above, the term of each Option shall be five (5) years and the exercise price per Share shall be 100% of the Fair Market Value per Share on the date of grant of the Option.

(d) Effect of Board’s Decision. All decisions, determinations and interpretations of the Board shall be final.

5. Eligibility. Options may be granted only to Outside Directors.

The Plan shall not confer upon any Optionee any right with respect to continuation of service as a Director or nomination to serve as a Director, nor shall it interfere in any way with any rights which the Director or the Company have to terminate his or her directorship at any time.

6. Term of Plan. The Plan shall terminate on December 5, 2016, unless sooner terminated under Section 12 of the Plan.

7. Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Board and may consist entirely of (i) cash; (ii) check; (iii) promissory note; (iv) other shares which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised and which, in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than 12 months on the date of surrender; (v) delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds required to pay the exercise price; (vi) delivery of an irrevocable subscription agreement for the Shares which irrevocably obligates the Optionee to take and pay for the Shares not more than 12 months after the date of delivery of the subscription agreement; (vii) any combination of the foregoing methods of payment; or (viii) such other consideration and method of payment for the issuance of Shares to the extent permitted under applicable law.

8. Exercise of Option.

(a) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable at such times as are set forth in the option agreement evidencing the Option.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may consist of any consideration and method of payment allowable under Section 7 of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. A share certificate for the number of Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment will be made for dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 10 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

3

(b) Termination of Continuous Status as a Director. In the event an Optionee’s Continuous Status as a Director terminates (other than upon the Optionee’s death or total and permanent disability (as defined in Section 22(e)(3) of the Code)), the Optionee may exercise his or her Option, but only within three (3) years from the date of such termination , and only to the extent that the Optionee was entitled to exercise it at the date of such termination (but in no event later than the expiration of its five-year term). To the extent that the Optionee was not entitled to exercise an Option at the date of such termination, and to the extent that the Optionee does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate.

(c) Disability of Optionee. In the event Optionee’s Continuous Status as a Director terminates as a result if total and permanent disability (as defined in Section 22(e)(3) of the Code), the Optionee may exercise his or her Option, but only within six (6) months from the date of such termination(but in no event later than the expiration of its five-year term). To the extent that the Optionee was not entitled to exercise an Option at the date of termination, or if he or she does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate.

(d) Death of Optionee. In the event of an Optionee’s death while a Director or within 90 days after ceasing to be a Director, the Optionee’s estate or a person who acquired the right to exercise the option by bequest or inheritance may exercise the Option, but only within one year following the date of death, and only to the extent that the Optionee was entitled to exercise it at the date of death (but in no event later than the expiration of its five-year term). To the extent that the Optionee was not entitled to exercise an Option at the date of death, and to the extent that the Optionee’s estate or a person who acquired the right to exercise such Option does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate.

9. Non-Transferability of Options. The Option may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will, by the laws of descent or distribution or pursuant to a qualified domestic relations order, and may be exercised, during the lifetime of the Optionee, only by the Optionee or a permitted transferee.

10. Adjustments.

(a) Changes in Capitalization. In the event that the stock of the Company is changed by reason of any stock split, reverse stock split, recapitalization, or other change in the capital structure of the Company, or converted into or exchanged for other securities as a result of any merger, consolidation or reorganization, or in the event that the outstanding number of shares of stock of the Company is increased through payment of a stock dividend, appropriate proportionate adjustments shall be made in the number and class of shares of stock subject to the Plan, the number and class of shares subject to any Option outstanding under the Plan, and the exercise price of any such outstanding Option; provided, however, that the Company shall not be required to issue fractional shares as a result of any such adjustment. Any such adjustment shall be made upon approval of the Board, whose determination shall be conclusive. If there is any other change in the number or type of outstanding shares of stock of the Company, or of any other security into which such stock shall have been changed or for which it shall have been exchanged, and if the Board in its sole discretion determines that such change equitably requires an adjustment shall be made in accordance with the determination of the Board. No adjustments shall be required by reason of the issuance or sale by the Company for cash or other consideration of additional shares of its stock or securities convertible into or exchangeable for shares of its stock.

(b) Corporate Transactions. New Options (substantially equivalent to the Options) may be substituted for the Options granted under the Plan, or the Company’s duties as to Options outstanding under the Plan may be assumed, by an employer corporation other than the Company or by a parent or subsidiary of such employer corporation, in connection with any merger, consolidation, acquisition of assets or stock, separation, reorganization, liquidation or like occurrence in which the Company is involved; provided, however, in the event such employer corporation or parent or subsidiary of such employer corporation does not assume the Options granted hereunder or substitute for such Options

4

substantially equivalent options, or if the Board determines, in its sole discretion, that Options outstanding under the Plan should not then continue to be outstanding, the Options granted hereunder shall terminate and thereupon become null and void (i) upon dissolution or liquidation of the Company, acquisition, separation, or similar occurrence, or (ii) upon any merger, consolidation or similar occurrence; provided, however, that each Optionee shall be given notice of such dissolution, liquidation, merger, consolidation, acquisition, separation or similar occurrence and shall have the right, at any time prior to, but contingent upon the consummation of such transaction, to exercise (x) any unexpired Options granted hereunder to the extent they are then exercisable, and (y) in the case of a merger, consolidation or similar occurrence, those Options which are not then otherwise exercisable; provided, further, that such exercise right shall not in any event expire less than 30 days after the date notice of such transaction is sent to the Optionee.

11. Change in Control. In the event of a Change in Control of the Company, if the Change in Control is not approved by a majority of the Continuing Directors, the Administrator shall cause written notice of the proposed transaction to be given to all Optionees not less than fifteen (15) days prior to the anticipated effective date of the proposed transaction and, concurrent with the effective date of the proposed transaction, all Options shall be accelerated and concurrent with such date the holders of such Options shall have the right to exercise such Options in respect to any or all shares subject thereto. The Administrator in its discretion may, at any time an Option is granted, or at any time thereafter (regardless of its acceleration or non-acceleration), take one or more of the following actions: (A) provide for the purchase of each Option for an amount of cash or other property that could have been received upon the exercise of the Option, (B) adjust the terms of the Options in a manner determined by the Administrator to reflect the Change in Control, (C) cause the Options to be continued or assumed, or new rights substituted therefor, by the surviving or another entity, through the continuance of the Plan and the continuation or assumption of outstanding Options, or the substitution for such Options of new options of comparable value covering shares of a successor corporation, with appropriate adjustments as to the number and kind of shares and Exercise Prices, in which event the Plan and such Options, or the new Options substituted therefor, shall continue in the manner and under the terms so provided or (D) make such other provision as the Administrator may consider equitable. In the event of a Change in Control in which this Option is not continued, assumed or substituted therefor by the surviving or another entity, regardless of whether such Change in Control is approved by a majority of the Continuing Directors, this Option shall be accelerated and fully exercisable upon the effective date if the Change in Control and the Administrator shall cause written notice of the proposed transaction to be given to Optionee not less than fifteen (15) days prior to the anticipated effective date of the proposed transaction. The Administrator shall have the right, with respect to any specific Option granted under the Plan to provide that such Options shall be accelerated in any event upon the effective date of the Change of Control.

12. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspensions or discontinuation shall be made which would impair the rights of any Optionee under any grant theretofore made, without his or her consent. In addition, the extent necessary and desirable to comply with any applicable law or regulation, the Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as may be required.

(b) Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not affect Options already granted and such Options shall remain in full force and effect as if this Plan had not been amended or terminated.

13. Time of Granting Options. Notice of the grant of an Option shall be given to each Outside Director to whom an Option is so granted within a reasonable time after the date of such grant.

14. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Share pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the

5

Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, state securities laws and the requirements of any stock exchange or market system upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares, if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law.

Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

15. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

16. Option Agreement. Options shall be evidenced by written option agreements in such form as the Board shall approve.

6

EX-10.27

Exhibit 10.27

CREDIT AGREEMENT

by and among

POWERWAVE TECHNOLOGIES, INC.

as Borrower,

THE LENDERS THAT ARE SIGNATORIES HERETO

as the Lenders,

and

WELLS FARGO FOOTHILL, LLC

as the Arranger and Administrative Agent

Dated as of April 3, 2009

TABLE OF CONTENTS

			Page
1.	DEFINITIONS AND CONSTRUCTION		1
	1.1	Definitions	1
	1.2	Accounting Terms	1
	1.3	Code	1
	1.4	Construction	1
	1.5	Schedules and Exhibits	2
2.	LOAN AND TERMS OF PAYMENT		2
	2.1	Revolver Advances	2
	2.2	Intentionally Omitted	2
	2.3	Borrowing Procedures and Settlements	2
	2.4	Payments; Reductions of Commitments; Prepayments	6
	2.5	Overadvances	9
	2.6	Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations	9
	2.7	Crediting Payments	10
	2.8	Designated Account	10
	2.9	Maintenance of Loan Account; Statements of Obligations	10
	2.10	Fees	10
	2.11	Letters of Credit	11
	2.12	LIBOR Option	14
	2.13	Capital Requirements	15
3.	CONDITIONS; TERM OF AGREEMENT		17
	3.1	Conditions Precedent to the Initial Extension of Credit	17
	3.2	Conditions Precedent to all Extensions of Credit	17
	3.3	Term	17
	3.4	Effect of Termination	17
	3.5	Early Termination by Borrower	18
	3.6	Conditions Subsequent	18
4.	REPRESENTATIONS AND WARRANTIES		18
	4.1	Due Organization and Qualification; Subsidiaries	18
	4.2	Due Authorization; No Conflict	19
	4.3	Governmental Consents	20
	4.4	Binding Obligations; Perfected Liens	20
	4.5	Title to Assets; No Encumbrances	20

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	4.6	Jurisdiction of Organization; Location of Chief Executive Office; Organizational Identification Number; Commercial Tort Claims	20
	4.7	Litigation	20
	4.8	Compliance with Laws	21
	4.9	No Material Adverse Change	21
	4.10	Fraudulent Transfer	21
	4.11	Employee Benefits	21
	4.12	Environmental Condition	21
	4.13	Intellectual Property	21
	4.14	Leases	22
	4.15	Deposit Accounts and Securities Accounts	22
	4.16	Complete Disclosure	22
	4.17	Material Contracts	22
	4.18	Patriot Act	22
	4.19	Indebtedness	22
	4.20	Payment of Taxes	23
	4.21	Margin Stock	23
	4.22	Governmental Regulation	23
	4.23	OFAC	23
	4.24	Eligible Accounts and Eligible Foreign Accounts	23
	4.25	Location of Inventory and Equipment	24
	4.26	Inventory Records	24
	4.27	Convertible Notes Documents	24
5.	AFFIRMATIVE COVENANTS		24
	5.1	Financial Statements, Reports, Certificates	24
	5.2	Collateral Reporting	25
	5.3	Existence	25
	5.4	Maintenance of Properties	25
	5.5	Taxes	25
	5.6	Insurance	25
	5.7	Inspection	26
	5.8	Compliance with Laws	26
	5.9	Environmental	26
	5.10	Disclosure Updates	26

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	5.11	Formation of Subsidiaries	26
	5.12	Further Assurances	27
	5.13	Lender Meetings	28
	5.14	Material Contracts	28
	5.15	Location of Inventory and Equipment	28
	5.16	Anti-Assignment Provisions; Purchase Orders	28
6.	NEGATIVE COVENANTS		28
	6.1	Indebtedness	28
	6.2	Liens	29
	6.3	Restrictions on Fundamental Changes	29
	6.4	Disposal of Assets	29
	6.5	Change Name	29
	6.6	Nature of Business	29
	6.7	Prepayments and Amendments	29
	6.8	Change of Control	30
	6.9	Distributions	30
	6.10	Accounting Methods	31
	6.11	Investments	31
	6.12	Transactions with Affiliates	31
	6.13	Use of Proceeds	31
	6.14	Consignments	31
	6.15	Inventory and Equipment with Bailees	32
7.	FINANCIAL COVENANTS		32
8.	EVENTS OF DEFAULT		33
9.	RIGHTS AND REMEDIES		34
	9.1	Rights and Remedies	34
	9.2	Remedies Cumulative	34
10.	WAIVERS; INDEMNIFICATION		35
	10.1	Demand; Protest; etc.	35
	10.2	The Lender Group’s Liability for Collateral	35
	10.3	Indemnification	35
11.	NOTICES		35
12.	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER		36

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13.	ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS		37
	13.1	Assignments and Participations	37
	13.2	Successors	39
14.	AMENDMENTS; WAIVERS		39
	14.1	Amendments and Waivers	39
	14.2	Replacement of Holdout Lender	41
	14.3	No Waivers; Cumulative Remedies	41
15.	AGENT; THE LENDER GROUP		41
	15.1	Appointment and Authorization of Agent	41
	15.2	Delegation of Duties	42
	15.3	Liability of Agent	42
	15.4	Reliance by Agent	42
	15.5	Notice of Default or Event of Default	42
	15.6	Credit Decision	43
	15.7	Costs and Expenses; Indemnification	43
	15.8	Agent in Individual Capacity	44
	15.9	Successor Agent	44
	15.10	Lender in Individual Capacity	44
	15.11	Collateral Matters	45
	15.12	Restrictions on Actions by Lenders; Sharing of Payments	45
	15.13	Agency for Perfection	46
	15.14	Payments by Agent to the Lenders	46
	15.15	Concerning the Collateral and Related Loan Documents	46
	15.16	Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information	46
	15.17	Several Obligations; No Liability	47
16.	WITHHOLDING TAXES		47
17.	GENERAL PROVISIONS		49
	17.1	Effectiveness	49
	17.2	Section Headings	49
	17.3	Interpretation	49
	17.4	Severability of Provisions	50
	17.5	Bank Product Providers	50
	17.7	Counterparts; Electronic Execution	50

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17.8	Revival and Reinstatement of Obligations	50
17.9	Confidentiality	50
17.13	Integration	51

v

EXHIBITS AND SCHEDULES

Exhibit A-1	Form of Assignment and Acceptance
Exhibit B-1	Form of Borrowing Base Certificate
Exhibit C-1	Form of Compliance Certificate
Exhibit L-1	Form of LIBOR Notice
Schedule A-1	Agent’s Account
Schedule A-2	Authorized Persons
Schedule C-1	Commitments
Schedule D-1	Designated Account
Schedule F-1	Eligible Foreign Account Debtors
Schedule P-1	Permitted Investments
Schedule P-2	Permitted Liens
Schedule S-1	Sales Support Services Agreements
Schedule 1.1	Definitions
Schedule 3.1	Conditions Precedent
Schedule 4.1(b)	Capitalization of Borrower
Schedule 4.1(c)	Capitalization of Borrower’s Subsidiaries
Schedule 4.6(a)	States of Organization
Schedule 4.6(b)	Chief Executive Offices
Schedule 4.6(c)	Organizational Identification Numbers
Schedule 4.6(d)	Commercial Tort Claims
Schedule 4.7	Litigation
Schedule 4.12	Environmental Matters
Schedule 4.13	Intellectual Property
Schedule 4.15	Deposit Accounts and Securities Accounts
Schedule 4.17	Material Contracts
Schedule 4.19	Permitted Indebtedness
Schedule 4.20	Taxes
Schedule 4.25	Locations of Inventory and Equipment
Schedule 5.1	Financial Statements, Reports, Certificates
Schedule 5.2	Collateral Reporting

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of April 3, 2009, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and POWERWAVE TECHNOLOGIES, INC., a Delaware corporation (“Borrower”).

The parties agree as follows:

1. DEFINITIONS AND CONSTRUCTION.

1.1 Definitions. Capitalized terms used in this Agreement shall have the meanings specified therefor on Schedule 1.1.

1.2 Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Borrower” is used in respect of a financial covenant or a related definition, it shall be understood to mean Borrower and its Subsidiaries on a consolidated basis, unless the context clearly requires otherwise.

1.3 Code. Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the Code unless otherwise defined herein; provided, however, that to the extent that the Code is used to define any term herein and such term is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern.

1.4 Construction. Unless the context of this Agreement or any other Loan Document 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.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights. Any reference herein or in any other Loan Document to the satisfaction or repayment in full of the Obligations shall mean the repayment in full in cash (or, in the case of Letters of Credit or Bank Products, providing Letter of Credit Collateralization) of all Obligations other than unasserted contingent indemnification Obligations and other than any Bank Product Obligations that, at such time, are allowed by the applicable Bank Product Provider to remain outstanding and that are not required by the provisions of this Agreement to be repaid or cash collateralized. Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein or in any other Loan Document shall be satisfied by the transmission of a Record.

1.5 Schedules and Exhibits. All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

2. LOAN AND TERMS OF PAYMENT.

2.1 Revolver Advances.

(a) Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender with a Commitment agrees (severally, not jointly or jointly and severally) to make advances (“Advances”) to Borrower in an amount at any one time outstanding not to exceed such Lender’s Pro Rata Share of an amount equal to the lesser of (i) the Maximum Revolver Amount less the Letter of Credit Usage at such time, and (ii) the Borrowing Base at such time less the Letter of Credit Usage at such time.

(b) Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Advances, together with interest accrued thereon, shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement.

(c) Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right to establish reserves against the Borrowing Base in such amounts, and with respect to such matters, as Agent in its Permitted Discretion shall deem necessary or appropriate, including (i) reserves for the variance risk implied in the foreign currency of any Eligible Account, Eligible Foreign Account, or Letter of Credit payable in such foreign currency, (ii) reserves with respect to sums that Borrower or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such leases) and has failed to pay, and (ii) reserves with respect to amounts owing by Borrower or its Subsidiaries to any Person to the extent secured by a Lien on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent likely would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics, materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable law) in and to such item of the Collateral; provided that Agent shall not have the right to impose reserves against the Borrowing Base in respect of Permitted Indebtedness incurred by Borrower or one of its Subsidiaries unless an Event of Default has occurred and is continuing or a default in respect of such Indebtedness has occurred and is continuing.

2.2 Intentionally Omitted.

2.3 Borrowing Procedures and Settlements.

(a) Procedure for Borrowing. Each Borrowing shall be made by a written request by an Authorized Person delivered to Agent. Unless Swing Lender is not obligated to make a Swing Loan pursuant to Section 2.3(b) below, such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day that is the requested Funding Date specifying (i) the amount of such Borrowing, and (ii) the requested Funding Date, which shall be a Business Day; provided, however, that if Swing Lender is not obligated to make a Swing Loan as to a requested Borrowing, such notice must be received by Agent no later than 10:00 a.m. (California time) on the Business Day prior to the date that is the requested Funding Date. At Agent’s election, in lieu of delivering the above-described written request, any Authorized Person may give Agent telephonic notice of such request by the required time. In such circumstances, Borrower agrees that any such telephonic notice will be confirmed in writing within 24 hours of the giving of such telephonic notice, but the failure to provide such written confirmation shall not affect the validity of the request.

(b) Making of Swing Loans. In the case of a request for an Advance and so long as either (i) the aggregate amount of Swing Loans made since the last Settlement Date, minus the amount of

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Collections or payments applied to Swing Loans since the last Settlement Date, plus the amount of the requested Advance does not exceed $10,000,000, or (ii) Swing Lender, in its sole discretion, shall agree to make a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make an Advance in the amount of such Borrowing (any such Advance made solely by Swing Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and such Advances being referred to collectively as “Swing Loans”) available to Borrower on the Funding Date applicable thereto by transferring immediately available funds to Borrower’s Designated Account. Each Swing Loan shall be deemed to be an Advance hereunder and shall be subject to all the terms and conditions applicable to other Advances, except that all payments on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by the Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Advances that are Base Rate Loans.

(c) Making of Loans.

(i) In the event that Swing Lender is not obligated to make a Swing Loan, then promptly after receipt of a request for a Borrowing pursuant to Section 2.3(a), Agent shall notify the Lenders, not later than 1:00 p.m. (California time) on the Business Day immediately preceding the Funding Date applicable thereto, by telecopy, telephone, or other similar form of transmission, of the requested Borrowing. Each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s Account, not later than 10:00 a.m. (California time) on the Funding Date applicable thereto. After Agent’s receipt of the proceeds of such Advances, Agent shall make the proceeds thereof available to Borrower on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by Agent to the Designated Account; provided, however, that, subject to the provisions of Section 2.3(d)(ii), Agent shall not request any Lender to make, and no Lender shall have the obligation to make, any Advance if Agent shall have actual knowledge that (1) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing would exceed the Availability on such Funding Date.

(ii) Unless Agent receives notice from a Lender prior to 9:00 a.m. (California time) on the date of a Borrowing, that such Lender will not make available as and when required hereunder to Agent for the account of Borrower the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but shall not be so required), in reliance upon such assumption, make available to Borrower on such date a corresponding amount. If any Lender shall not have made its full amount available to Agent in immediately available funds and if Agent in such circumstances has made available to Borrower such amount, that Lender shall on the Business Day following such Funding Date make such amount available to Agent, together with interest at the Defaulting Lender Rate for each day during such period. A notice submitted by Agent to any Lender with respect to amounts owing under this subsection shall be conclusive, absent manifest error. If such amount is so made available, such payment to Agent shall constitute such Lender’s Advance on the date of Borrowing for all purposes of this Agreement. If such amount is not made available to Agent on the Business Day following the Funding Date, Agent will notify Borrower of such failure to fund and, upon demand by Agent, Borrower shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Advances composing such Borrowing. The failure of any Lender to make any Advance on any Funding Date shall not relieve any other Lender of any obligation hereunder to make an Advance on such Funding Date, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on any Funding Date.

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(iii) Agent shall not be obligated to transfer to a Defaulting Lender any payments made by Borrower to Agent for the Defaulting Lender’s benefit, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments to each other non-Defaulting Lender member of the Lender Group ratably in accordance with their Commitments (but only to the extent that such Defaulting Lender’s Advance was funded by the other members of the Lender Group) or, if so directed by Borrower and if no Default or Event of Default has occurred and is continuing (and to the extent such Defaulting Lender’s Advance was not funded by the Lender Group), retain same to be re-advanced to Borrower as if such Defaulting Lender had made Advances to Borrower. Subject to the foregoing, Agent may hold and, in its Permitted Discretion, re-lend to Borrower for the account of such Defaulting Lender the amount of all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting to matters with respect to the Loan Documents, such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero. This Section shall remain effective with respect to such Lender until (x) the Obligations under this Agreement shall have been declared or shall have become immediately due and payable, (y) the non-Defaulting Lenders, Agent, and Borrower shall have waived such Defaulting Lender’s default in writing, or (z) the Defaulting Lender makes its Pro Rata Share of the applicable Advance and pays to Agent all amounts owing by Defaulting Lender in respect thereof. The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve or excuse the performance by Borrower of its duties and obligations hereunder to Agent or to the Lenders other than such Defaulting Lender. Any such failure to fund by any Defaulting Lender shall constitute a material breach by such Defaulting Lender of this Agreement and shall entitle Borrower at its option, upon written notice to Agent, to arrange for a substitute Lender to assume the Commitment of such Defaulting Lender, such substitute Lender to be reasonably acceptable to Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being repaid its share of the outstanding Obligations (other than Bank Product Obligations, but including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever; provided, however, that any such assumption of the Commitment of such Defaulting Lender shall not be deemed to constitute a waiver of any of the Lender Groups’ or Borrower’s rights or remedies against any such Defaulting Lender arising out of or in relation to such failure to fund.

(d) Protective Advances and Optional Overadvances.

(i) Agent hereby is authorized by Borrower and the Lenders, from time to time in Agent’s sole discretion, (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) at any time that any of the other applicable conditions precedent set forth in Section 3 are not satisfied, to make Advances to Borrower on behalf of the Lenders that Agent, in its Permitted Discretion deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or (2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (any of the Advances described in this Section 2.3(d)(i) shall be referred to as “Protective Advances”).

(ii) Any contrary provision of this Agreement notwithstanding, the Lenders hereby authorize Agent or Swing Lender, as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to make Advances (including Swing Loans) to Borrower notwithstanding that an Overadvance exists or thereby would be created, so long as (A) after giving effect to such Advances, the outstanding Revolver Usage does not exceed the Borrowing Base by more than $5,000,000, and (B) after giving effect to such Advances, the outstanding Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed

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the Maximum Revolver Amount. In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by the immediately foregoing provisions, regardless of the amount of, or reason for, such excess, Agent shall notify the Lenders as soon as practicable (and prior to making any (or any additional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or its value), and the Lenders with Commitments thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented with Borrower intended to reduce, within a reasonable time, the outstanding principal amount of the Advances to Borrower to an amount permitted by the preceding sentence. In such circumstances, if any Lender with a Commitment objects to the proposed terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the determination of the Required Lenders. Each Lender with a Commitment shall be obligated to settle with Agent as provided in Section 2.3(e) for the amount of such Lender’s Pro Rata Share of any unintentional Overadvances by Agent reported to such Lender, any intentional Overadvances made as permitted under this Section 2.3(d)(ii), and any Overadvances resulting from the charging to the Loan Account of interest, fees, or Lender Group Expenses.

(iii) Each Protective Advance and each Overadvance shall be deemed to be an Advance hereunder, except that no Protective Advance or Overadvance shall be eligible to be a LIBOR Rate Loan and, prior to Settlement therefor, all payments on the Protective Advances shall be payable to Agent solely for its own account. The Protective Advances and Overadvances shall be repayable on demand, secured by the Agent’s Liens, constitute Obligations hereunder, and bear interest at the rate applicable from time to time to Advances that are Base Rate Loans. The provisions of this Section 2.3(d) are for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrower in any way.

(e) Settlement. It is agreed that each Lender’s funded portion of the Advances is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Advances. Such agreement notwithstanding, Agent, Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among the Lenders as to the Advances, the Swing Loans, and the Protective Advances shall take place on a periodic basis in accordance with the following provisions:

(i) Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so determined by Agent (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for itself, with respect to the outstanding Protective Advances, and (3) with respect to Borrower’s or its Subsidiaries’ Collections or payments received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission, of such requested Settlement, no later than 2:00 p.m. (California time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Advances, Swing Loans, and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(c)(iii)): (y) if a Lender’s balance of the Advances (including Swing Loans and Protective Advances) exceeds such Lender’s Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective Advances), and (z) if a Lender’s balance of the Advances (including Swing Loans and Protective Advances) is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. (California time) on the Settlement Date transfer in immediately available funds to the Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Protective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Loans or Protective Advances and, together with the portion of

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such Swing Loans or Protective Advances representing Swing Lender’s Pro Rata Share thereof, shall constitute Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.

(ii) In determining whether a Lender’s balance of the Advances, Swing Loans, and Protective Advances is less than, equal to, or greater than such Lender’s Pro Rata Share of the Advances, Swing Loans, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral.

(iii) Between Settlement Dates, Agent, to the extent Protective Advances or Swing Loans are outstanding, may pay over to Agent or Swing Lender, as applicable, any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to the Protective Advances or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Pro Rata Share of the Advances. If, as of any Settlement Date, Collections or payments of Borrower or its Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Advances other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding Advances of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Advances. During the period between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Protective Advances, and each Lender (subject to the effect of agreements between Agent and individual Lenders) with respect to the Advances other than Swing Loans and Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable.

(f) Notation. Agent, as a non-fiduciary agent for Borrower, shall maintain a register showing the principal amount of the Advances owing to each Lender, including the Swing Loans owing to Swing Lender, and Protective Advances owing to Agent, and the interests therein of each Lender, from time to time and such records shall, absent manifest error, conclusively be presumed to be correct and accurate.

(g) Lenders’ Failure to Perform. All Advances (other than Swing Loans and Protective Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

2.4 Payments; Reductions of Commitments; Prepayments.

(a) Payments by Borrower.

(i) Except as otherwise expressly provided herein, all payments by Borrower shall be made to Agent’s Account for the account of the Lender Group and shall be made in immediately available funds, no later than 11:00 a.m. (California time) on the date specified herein. Any payment received by Agent later than 11:00 a.m. (California time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day.

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(ii) Unless Agent receives notice from Borrower prior to the date on which any payment is due to the Lenders that Borrower will not make such payment in full as and when required, Agent may assume that Borrower has made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrower does not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

(b) Apportionment and Application.

(i) So long as no Application Event has occurred and is continuing and except as otherwise provided with respect to Defaulting Lenders, all principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses (other than fees or expenses that are for Agent’s separate account) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrower shall be remitted to Agent and all (subject to Section 2.4(b)(iv)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Advances outstanding and, thereafter, to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.

(ii) At any time that an Application Event has occurred and is continuing and except as otherwise provided with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows:

(A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents, until paid in full,

(B) second, to pay any fees or premiums then due to Agent under the Loan Documents until paid in full,

(C) third, to pay interest due in respect of all Protective Advances until paid in full,

(D) fourth, to pay the principal of all Protective Advances until paid in full,

(E) fifth, ratably to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full,

(F) sixth, ratably to pay any fees or premiums then due to any of the Lenders under the Loan Documents until paid in full,

(G) seventh, ratably to pay interest due in respect of the Advances (other than Protective Advances) and the Swing Loans until paid in full,

(H) eighth, ratably (i) to pay the principal of all Swing Loans until paid in full, (ii) to pay the principal of all Advances until paid in full, (iii) to Agent, to be held by Agent, for the benefit of Issuing Lender and those Lenders having a share of the Risk Participation Liability, as cash collateral in an amount up to 105% of the Letter of Credit Usage, and (iv) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount the Bank Product Providers reasonably determine to be the credit exposure of Borrower and its Subsidiaries in respect of Bank Products,

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(I) ninth, to pay any other Obligations, and

(J) tenth, to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable law.

(iii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e).

(iv) In each instance, so long as no Application Event has occurred and is continuing, Section 2.4(b)(i) shall not apply to any payment made by Borrower to Agent and specified by Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document.

(v) For purposes of Section 2.4(b)(ii), “paid in full” means payment in cash of all amounts owing under the Loan Documents, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

(vi) In the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained in any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4 shall control and govern.

(c) Reduction of Commitments.

(i) Commitments. The Commitments shall terminate on the Maturity Date. Borrower may reduce the Commitments on any date to an amount not less than the greater of (A) $25,000,000, and (B) sum of (x) the Revolver Usage as of such date, plus (y) the principal amount of all Advances not yet made as to which a request has been given by Borrower under Section 2.3(a), plus (z) the amount of all Letters of Credit not yet issued as to which a request has been given by Borrower pursuant to Section 2.11(a). Each such reduction shall be in an amount which is an integral multiple of $1,000,000, shall be made by providing not less than 10 Business Days prior written notice to Agent and shall be irrevocable. Once reduced, the Commitments may not be increased. Each such reduction of the Commitments shall reduce the Commitments of each Lender proportionately in accordance with its Pro Rata Share thereof.

(ii) Intentionally Omitted.

(d) Optional Prepayments.

(i) Advances. Borrower may prepay the principal of any Advance at any time in whole or in part.

(ii) Intentionally Omitted.

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(e) Intentionally Omitted.

(f) Intentionally Omitted.

2.5 Overadvances. If, at any time or for any reason, the amount of Obligations owed by Borrower to the Lender Group pursuant to Section 2.1 or Section 2.11 is greater than any of the limitations set forth in Section 2.1 or Section 2.11, as applicable (an “Overadvance”), Borrower shall immediately pay to Agent, in cash, the amount of such excess, which amount shall be used by Agent to reduce the Obligations in accordance with the priorities set forth in Section 2.4(b). Borrower promises to pay the Obligations (including principal, interest, fees, costs, and expenses) in Dollars in full on the Maturity Date or, if earlier, on the date on which the Obligations are declared due and payable pursuant to the terms of this Agreement.

2.6 Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations.

(a) Interest Rates. Except as provided in Section 2.6(c), all Obligations (except for undrawn Letters of Credit and except for Bank Product Obligations) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof as follows:

(i) if the relevant Obligation is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the Margin, and

(ii) otherwise, at a per annum rate equal to the Base Rate plus the Margin.

(b) Letter of Credit Fee. Borrower shall pay Agent (for the ratable benefit of the Lenders with a Commitment, subject to any agreements between Agent and individual Lenders), a Letter of Credit fee (in addition to the charges, commissions, fees, and costs set forth in Section 2.11(e)) which shall accrue at a per annum rate equal to the Margin times the Daily Balance of the undrawn amount of all outstanding Letters of Credit.

(c) Default Rate. Upon the occurrence and during the continuation of an Event of Default and at the election of the Required Lenders,

(i) all Obligations (except for undrawn Letters of Credit and except for Bank Product Obligations) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest on the Daily Balance thereof at a per annum rate equal to 2 percentage points above the per annum rate otherwise applicable hereunder, and

(ii) the Letter of Credit fee provided for in Section 2.6(b) shall be increased to 2 percentage points above the per annum rate otherwise applicable hereunder.

(d) Payment. Except as provided to the contrary in Section 2.10 or Section 2.12(a), interest, Letter of Credit fees, and all other fees payable hereunder shall be due and payable, in arrears, on the first day of each month at any time that Obligations or Commitments are outstanding. Borrower hereby authorizes Agent, from time to time without prior notice to Borrower, to charge all interest and fees (when due and payable), all Lender Group Expenses (as and when incurred), all charges, commissions, fees, and costs provided for in Section 2.11(e) (as and when accrued or incurred), all fees and costs provided for in Section 2.10 (as and when accrued or incurred), and all other payments as and when due and payable under any Loan Document (including any amounts due and payable to the Bank Product Providers in respect of Bank Products) to the Loan Account, which amounts thereafter shall constitute Advances hereunder and shall accrue interest at the rate then applicable to Advances that are Base Rate Loans. Any interest not paid when due shall be compounded by being charged to the Loan Account and shall thereafter constitute Advances hereunder and shall accrue interest at the rate then applicable to Advances that are Base Rate Loans.

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(e) Computation. All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year, in each case, for the actual number of days elapsed in the period during which the interest or fees accrue. In the event the Base Rate is changed from time to time hereafter, the rates of interest hereunder based upon the Base Rate automatically and immediately shall be increased or decreased by an amount equal to such change in the Base Rate.

(f) Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

2.7 Crediting Payments. The receipt of any payment item by Agent shall not be considered a payment on account unless such payment item is a wire transfer of immediately available federal funds made to the Agent’s Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrower shall be deemed not to have made such payment and interest shall be calculated accordingly. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by Agent only if it is received into the Agent’s Account on a Business Day on or before 11:00 a.m. (California time). If any payment item is received into the Agent’s Account on a non-Business Day or after 11:00 a.m. (California time) on a Business Day, it shall be deemed to have been received by Agent as of the opening of business on the immediately following Business Day.

2.8 Designated Account. Agent is authorized to make the Advances, and Issuing Lender is authorized to issue the Letters of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person or, without instructions, if pursuant to Section 2.6(d). Borrower agrees to establish and maintain the Designated Account with the Designated Account Bank for the purpose of receiving the proceeds of the Advances requested by Borrower and made by Agent or the Lenders hereunder. Unless otherwise agreed by Agent and Borrower, any Advance, Protective Advance, or Swing Loan requested by Borrower and made by Agent or the Lenders hereunder shall be made to the Designated Account.

2.9 Maintenance of Loan Account; Statements of Obligations. Agent shall maintain an account on its books in the name of Borrower (the “Loan Account”) on which Borrower will be charged with all Advances (including Protective Advances and Swing Loans) made by Agent, Swing Lender, or the Lenders to Borrower or for Borrower’s account, the Letters of Credit issued by Issuing Lender for Borrower’s account, and with all other payment Obligations hereunder or under the other Loan Documents (except for Bank Product Obligations), including, accrued interest, fees and expenses, and Lender Group Expenses. In accordance with Section 2.7, the Loan Account will be credited with all payments received by Agent from Borrower or for Borrower’s account. Agent shall render statements regarding the Loan Account to Borrower, including principal, interest, fees, and including an itemization of all charges and expenses constituting Lender Group Expenses owing, and such statements, absent manifest error, shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrower and the Lender Group unless, within 30 days after receipt thereof by Borrower, Borrower shall deliver to Agent written objection thereto describing the error or errors contained in any such statements.

2.10 Fees. Borrower shall pay to Agent,

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(a) for the account of Agent, as and when due and payable under the terms of the Fee Letter, the fees set forth in the Fee Letter.

(b) for the ratable account of those Lenders with Commitments, on the first day of each month from and after the Closing Date up to the first day of the month prior to the Payoff Date and on the Payoff Date, an unused line fee in an amount equal to the 0.75% per annum times the result of (i) the Maximum Revolver Amount, less (ii) the average Daily Balance of the Revolver Usage during the immediately preceding month (or portion thereof).

2.11 Letters of Credit.

(a) Subject to the terms and conditions of this Agreement, the Issuing Lender agrees to issue letters of credit for the account of Borrower (each, an “L/C”) or to purchase participations or to indemnify, guarantee, or agree to reimburse the Underlying Issuer (including by way of being a co-applicant with respect to an Underlying Letter of Credit) (each such undertaking, an “L/C Undertaking”) with respect to letters of credit issued by an Underlying Issuer (as of the Closing Date, the prospective Underlying Issuer is to be Wells Fargo) for the account of Borrower. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension of any outstanding Letter of Credit, shall be made in writing by an Authorized Person and delivered to the Issuing Lender and Agent via hand delivery, telefacsimile, or other electronic method of transmission reasonably in advance of the requested date of issuance, amendment, renewal, or extension. Each such request shall be in form and substance reasonably satisfactory to the Issuing Lender in its Permitted Discretion and shall specify (i) the amount of such L/C or Underlying Letter of Credit, (ii) the date of issuance, amendment, renewal, or extension of such L/C or Underlying Letter of Credit, (iii) the expiration date of such L/C or Underlying Letter of Credit, (iv) the name and address of the beneficiary of the L/C (or the beneficiary of the Underlying Letter of Credit, as applicable), and (v) such other information (including, in the case of an amendment, renewal, or extension, identification of the outstanding Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew, or extend such L/C or Underlying Letter of Credit. Anything contained herein to the contrary notwithstanding, the Issuing Lender may, but shall not be obligated to issue a Letter of Credit that supports the obligations of Borrower or its Subsidiaries in respect of (1) a lease of real property, or (2) an employment contract. If requested by the Issuing Lender, Borrower also shall be an applicant under the application with respect to any Underlying Letter of Credit that is to be the subject of an L/C Undertaking. The Issuing Lender shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the issuance of such requested Letter of Credit:

(i) the Letter of Credit Usage would exceed the Borrowing Base less the outstanding amount of Advances, or

(ii) the Letter of Credit Usage would exceed $30,000,000,

(iii) the Foreign Letter of Credit Usage would exceed $500,000,

(iv) the Letter of Credit Usage would exceed the Maximum Revolver Amount less the sum of (A) the Bank Product Reserve, and (B) the outstanding amount of Advances.

Each Letter of Credit (and corresponding Underlying Letter of Credit) shall be in form and substance acceptable to the Issuing Lender (in the exercise of its Permitted Discretion). If Underlying Issuer is obligated to advance funds under an Underlying Letter of Credit, Borrower shall pay to Issuing Lender an amount equal to the L/C Disbursement not later than 11:00 a.m., California time, on the date that such L/C Disbursement is made, if Borrower shall have received written or telephonic notice of such L/C Disbursement prior to 10:00 a.m., California time, on such date, or, if such notice has not been received by Borrower prior to such time on such date, then not later than 11:00 a.m., California time, on the Business Day that Borrower receives such notice, if such notice is received prior to 10:00 a.m., California time, on the date of receipt, and, in the absence of such reimbursement, the amount of the L/C Disbursement immediately and automatically

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shall be deemed to be an Advance hereunder and, initially, shall bear interest at the rate then applicable to Advances that are Base Rate Loans. To the extent the amount of an L/C Disbursement is deemed to be an Advance hereunder, Borrower’s obligation to pay the amount of such L/C Disbursement to Issuing Lender shall be discharged and replaced by the resulting Advance. Promptly following receipt by Agent of any payment from Borrower pursuant to this paragraph, Agent shall distribute such payment to the Issuing Lender or, to the extent that Lenders have made payments pursuant to Section 2.11(b) to reimburse the Issuing Lender, then to such Lenders and the Issuing Lender as their interests may appear.

(b) Promptly following receipt of a notice of an L/C Disbursement pursuant to Section 2.11(a), each Lender with a Commitment agrees to fund its Pro Rata Share of any Advance deemed made pursuant to the foregoing subsection on the same terms and conditions as if Borrower had requested such Advance and Agent shall promptly pay to Issuing Lender the amounts so received by it from the Lenders. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Lender or the Lenders with Commitments, the Issuing Lender shall be deemed to have granted to each Lender with a Commitment, and each Lender with a Commitment shall be deemed to have purchased, a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit, and each such Lender agrees to pay to Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of any payments made by the Underlying Issuer under the applicable Underlying Letter of Credit. In consideration and in furtherance of the foregoing, each Lender with a Commitment hereby absolutely and unconditionally agrees to pay to Agent, for the account of the Issuing Lender, such Lender’s Pro Rata Share of each L/C Disbursement made by the Underlying Issuer and not reimbursed by Borrower on the date due as provided in Section 2.11(a), or of any reimbursement payment required to be refunded to Borrower for any reason. Each Lender with a Commitment acknowledges and agrees that its obligation to deliver to Agent, for the account of the Issuing Lender, an amount equal to its respective Pro Rata Share of each L/C Disbursement made by the Underling Issuer pursuant to this Section 2.11(b) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Lender fails to make available to Agent the amount of such Lender’s Pro Rata Share of an L/C Disbursement made by the Underlying Issuer as provided in this Section, such Lender shall be deemed to be a Defaulting Lender and Agent (for the account of the Issuing Lender) shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full.

(c) Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless from any loss, cost, expense, or liability, and reasonable attorneys fees incurred by the Lender Group arising out of or in connection with any Letter of Credit; provided, however, that Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. Borrower agrees to be bound by the Underlying Issuer’s regulations and interpretations of any Underlying Letter of Credit or by Issuing Lender’s interpretations of any L/C issued by Issuing Lender to or for Borrower’s account, even though this interpretation may be different from Borrower’s own, and Borrower understands and agrees that the Lender Group shall not be liable for any error, negligence, or mistake, whether of omission or commission, in following Borrower’s instructions or those contained in the Letter of Credit or any modifications, amendments, or supplements thereto. Borrower understands that the L/C Undertakings may require Issuing Lender to indemnify the Underlying Issuer for certain costs or liabilities arising out of claims by Borrower against such Underlying Issuer. Borrower hereby agrees to indemnify, save, defend, and hold the Lender Group harmless with respect to any loss, cost, expense (including reasonable attorneys fees), or liability incurred by the Lender Group under any L/C Undertaking as a result of the Lender Group’s indemnification of any Underlying Issuer; provided, however, that Borrower shall not be obligated hereunder to indemnify for any loss, cost, expense, or liability to the extent that it is caused by the gross negligence or willful misconduct of the Issuing Lender or any other member of the Lender Group. Borrower hereby acknowledges and agrees that neither the Lender Group nor the Issuing Lender shall be responsible for delays, errors, or omissions resulting from the malfunction of equipment in connection with any Letter of Credit.

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(d) Borrower hereby authorizes and directs any Underlying Issuer to deliver to the Issuing Lender all instruments, documents, and other writings and property received by such Underlying Issuer pursuant to such Underlying Letter of Credit and to accept and rely upon the Issuing Lender’s instructions with respect to all matters arising in connection with such Underlying Letter of Credit and the related application.

(e) Any and all issuance charges, commissions, fees, and costs incurred by the Issuing Lender relating to Underlying Letters of Credit shall be Lender Group Expenses for purposes of this Agreement and shall be reimbursable immediately by Borrower to Agent for the account of the Issuing Lender; it being acknowledged and agreed by Borrower that, as of the Closing Date, the issuance charge imposed by the prospective Underlying Issuer is .825% per annum times the undrawn amount of each Underlying Letter of Credit, that such issuance charge may be changed from time to time, and that the Underlying Issuer also imposes a schedule of charges for amendments, extensions, drawings, and renewals.

(f) If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer or the Lender Group with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):

(i) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or

(ii) there shall be imposed on the Underlying Issuer or any member of the Lender Group any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto,

and the result of the foregoing is to increase, directly or indirectly, the cost to any member of the Lender Group of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by any member of the Lender Group, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Borrower, and Borrower shall pay within 30 days after demand therefor, such amounts as are necessary (as determined by the applicable member of the Lender Group) to compensate the applicable member of the Lender Group for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder; provided that Borrower shall not be required to compensate a member of the Lender Group pursuant to this Section for any such amounts incurred more than 120 days prior to the date that such member of the Lender Group first demands payment from Borrower of such amounts; provided further that if an event or circumstance giving rise to such amounts is retroactive, then the 120-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by Agent of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall constitute prima facie evidence of the amount due.

(g) Borrower and the Lender Group acknowledge and agree that the letter of credit in the face amount of AED 100,000, having an initial expiration date of August 31, 2009, issued by Underlying Issuer at the request of WFF for the account of Borrower and the benefit of Standard Chartered Bank Dubai shall, as of the Closing Date, be deemed an Underlying Letter of Credit for purposes of this Agreement and WFF’s reimbursement obligations to the Underlying Issuer shall be deemed to be an L/C Undertaking hereunder, in each case, subject to all of the terms and conditions of this Agreement (including with respect to any fees or charges payable with respect to Letters of Credit) as if first issued or entered into on the Closing Date.

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2.12 LIBOR Option.

(a) Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrower shall have the option (the “LIBOR Option”) to have interest on all or a portion of the Advances be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrower properly has exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has occurred and is continuing, Borrower no longer shall have the option to request that Advances bear interest at a rate based upon the LIBOR Rate.

(b) LIBOR Election.

(i) Borrower may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the LIBOR Option by notifying Agent prior to 11:00 a.m. (California time) at least 3 Business Days prior to the commencement of the proposed Interest Period (the “LIBOR Deadline”). Notice of Borrower’s election of the LIBOR Option for a permitted portion of the Advances and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice received by Agent before the LIBOR Deadline, or by telephonic notice received by Agent before the LIBOR Deadline (to be confirmed by delivery to Agent of a LIBOR Notice received by Agent prior to 5:00 p.m. (California time) on the same day). Promptly upon its receipt of each such LIBOR Notice, Agent shall provide a copy thereof to each of the affected Lenders.

(ii) Each LIBOR Notice shall be irrevocable and binding on Borrower. In connection with each LIBOR Rate Loan, Borrower shall indemnify, defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result of (A) the payment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (B) the conversion of any LIBOR Rate Loan other than on the last day of the Interest Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any LIBOR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). A certificate of Agent or a Lender delivered to Borrower setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrower shall pay such amount to Agent or the Lender, as applicable, within 30 days of the date of its receipt of such certificate.

(iii) Borrower shall have not more than 5 LIBOR Rate Loans in effect at any given time. Borrower only may exercise the LIBOR Option for LIBOR Rate Loans of at least $1,000,000.

(c) Conversion. Borrower may convert LIBOR Rate Loans to Base Rate Loans at any time; provided, however, that in the event that LIBOR Rate Loans are converted or prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any automatic prepayment through the required application by Agent of proceeds of Borrower’s and its Subsidiaries’ Collections in accordance with Section 2.4(b) or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, Borrower shall indemnify, defend, and hold Agent and the Lenders and their Participants harmless against any and all Funding Losses in accordance with Section 2.12 (b)(ii) above.

(d) Special Provisions Applicable to LIBOR Rate.

(i) The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or

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obtaining any eurodollar deposits or increased costs, in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate income tax laws (including increases in currently applicable corporate income tax rates)) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the affected Lender shall give Borrower and Agent written notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected Lender, Borrower may, by notice to such affected Lender (y) require such Lender to furnish to Borrower a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or (z) repay the LIBOR Rate Loans with respect to which such adjustment is made (without having to pay any amounts due under Section 2.12(b)(ii)).

(ii) In the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation or application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give written notice of such changed circumstances to Agent and Borrower and Agent promptly shall transmit the notice to each other Lender and (y) in the case of any LIBOR Rate Loans of such Lender that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable to Base Rate Loans, and (z) Borrower shall not be entitled to elect the LIBOR Option until such Lender determines in its Permitted Discretion that it would no longer be unlawful or impractical to do so.

(e) No Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which interest accrues at the LIBOR Rate.

2.13 Capital Requirements.

(a) If, after the date hereof, any Lender determines that (i) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof, or (ii) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower and Agent thereof. Following receipt of such notice, Borrower agrees to pay such Lender on demand the amount of such reduction of return of capital as and when such reduction is determined, payable within 30 days after presentation by such Lender of a statement in the amount and setting forth in reasonable detail such Lender’s calculation thereof and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate a Lender pursuant to this Section for any reductions in return incurred more than 180 days prior to the date that such Lender notifies Borrower of such law, rule, regulation or guideline giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided further that if such claim arises by reason of the adoption of or change in any law, rule, regulation or guideline that is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

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(b) If any Lender requests additional or increased costs referred to in Section 2.12(d)(i) or amounts under Section 2.13(a) (any such Lender, a “Affected Lender”), then such Affected Lender shall use reasonable efforts to promptly designate a different one of its lending offices or to assign its rights and obligations hereunder to another of its offices or branches, if (i) in the reasonable judgment of such Affected Lender, such designation or assignment would eliminate or reduce amounts payable pursuant to Section 2.12(d)(i) or Section 2.13(a), as applicable, and (ii) in the reasonable judgment of such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not otherwise be materially disadvantageous to it. Borrower agrees to pay all reasonable out-of-pocket costs and expenses incurred by such Affected Lender in connection with any such designation or assignment. If, after such reasonable efforts, such Affected Lender does not so designate a different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate Borrower’s obligation to pay any future amounts to such Affected Lender pursuant to Section 2.12(d)(i) or Section 2.13(a), as applicable, then Borrower (without prejudice to any amounts then due to such Affected Lender under Section 2.12(d)(i) or Section 2.13(a), as applicable) may, unless prior to the effective date of any such assignment the Affected Lender withdraws its request for such additional amounts under Section 2.12(d)(i) or Section 2.13(a), as applicable, designate another Lender reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender’s Commitments hereunder (a “Replacement Lender”), such Affected Lender shall assign to the Replacement Lender its Obligations and Commitments, pursuant to an Assignment and Acceptance Agreement, and upon such purchase by the Replacement Lender, such Replacement Lender shall be deemed to be a “Lender” for purposes of this Agreement and such Affected Lender shall cease to be a “Lender” for purposes of this Agreement.

2.14 Increase in Commitments.

(a) At any time during the period from and after the Closing Date through the date that is 12 months after the Closing Date, at the option of Borrower and with the consent of Agent, the Commitments and the Maximum Revolver Amount may be increased on one occasion by an amount not in excess of $20,000,000 (such increase that satisfies the terms and conditions herein, an “Approved Increase”) if and only if (i) each of the conditions precedent set forth in Section 3.2 are satisfied as of the Increase Effective Date, (ii) Borrower has delivered to Agent updated pro forma Projections (after giving effect to the proposed increase) for Borrower and its Subsidiaries evidencing compliance on a pro forma basis with Section 7(a) for the 12 calendar months (on a quarter-by-quarter basis) following the Increase Effective Date, in form and consent reasonably acceptable to Agent, (iii) Borrower shall have paid to Agent all fees due and payable as of the Increase Effective Date pursuant to the Fee Letter, and (iv) Agent or Borrower have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent and Borrower to provide the proposed increase. Unless waived by Agent, Borrower shall provide written notice of a proposed increase to Agent, which notice shall specify a date not less than 20 days after the date of such notice on which the proposed increase is to be effective (the “Increase Effective Date”). The proposed increase shall be in an amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof.

(b) Agent shall invite each Lender to increase its Commitment (it being understood that no Lender shall be obligated to increase its Commitment), or may invite any prospective lender who is reasonably satisfactory to Agent and Borrower to become a Lender in connection with an Approved Increase by executing a joinder agreement, in form and substance reasonably satisfactory to Agent, to which such prospective lender, Borrower, and Agent are party (the “Increase Joinder”). So long as each of the requirements set forth in Section 2.14(a) and this Section 2.14(b) are satisfied, the increased Commitments with respect to an Approved Increase shall become effective as of the Increase Effective Date.

(c) To the extent any Advances or Letters of Credit are outstanding on the Increase Effective Date, each of the Lenders having a Commitment prior to the Increase Effective Date (the “Pre-

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Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Commitment on the Increase Effective Date (the “Post-Increase Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal amount thereof, such interests in the Advances and participation interests in Letters of Credit on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Advances and participation interests in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their Pro Rata Share after giving effect to such increased Commitments.

(d) Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Advances shall be deemed, unless the context otherwise requires, to include Advances made pursuant to the increased Commitments and Maximum Revolver Amount pursuant to this Section 2.14. The Advances, Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute Advances, Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. Borrower shall take any actions reasonably required by Agent to ensure and demonstrate that the Liens granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of any such new Commitments and Maximum Revolver Amount.

3. CONDITIONS; TERM OF AGREEMENT.

3.1 Conditions Precedent to the Initial Extension of Credit. The obligation of each Lender to make its initial extension of credit provided for hereunder, is subject to the fulfillment, to the satisfaction of Agent and each Lender of each of the conditions precedent set forth on Schedule 3.1 (the making of such initial extension of credit by a Lender being conclusively deemed to be its satisfaction or waiver of the conditions precedent ).

3.2 Conditions Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Advances hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent:

(a) the representations and warranties of Borrower or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); and

(b) no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either result from the making thereof.

3.3 Term. This Agreement shall continue in full force and effect for a term ending on the Maturity Date. The foregoing notwithstanding, the Lender Group, upon the election of the Required Lenders, shall have the right to terminate its obligations under this Agreement immediately and without notice upon the occurrence and during the continuation of an Event of Default.

3.4 Effect of Termination. On the date of termination of this Agreement, all Obligations (including contingent reimbursement obligations of Borrower with respect to outstanding Letters of Credit and including all Bank Product Obligations) immediately shall become due and payable without notice or demand (including the requirement that Borrower provide (a) Letter of Credit Collateralization, and (b) Bank Product Collateralization). No termination of this Agreement, however, shall relieve or discharge Borrower or its Subsidiaries of their duties, Obligations, or covenants hereunder or under any other Loan Document and the Agent’s Liens in the Collateral shall remain in effect until all Obligations have been paid in full and the Lender

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Group’s obligations to provide additional credit hereunder have been terminated. When this Agreement has been terminated and all of the Obligations have been paid in full and the Lender Group’s obligations to provide additional credit under the Loan Documents have been terminated irrevocably, Agent will, at Borrower’s sole expense, execute and deliver any termination statements, lien releases, mortgage releases, re-assignments of trademarks, discharges of security interests, and other similar discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record, the Agent’s Liens and all notices of security interests and liens previously filed by Agent with respect to the Obligations.

3.5 Early Termination by Borrower. Borrower has the option, at any time upon 10 Business Days prior written notice to Agent, to terminate this Agreement and terminate the Commitments hereunder by paying to Agent the Obligations (including (a) providing Letter of Credit Collateralization with respect to the then existing Letter of Credit Usage, and (b) providing Bank Product Collateralization with respect to the then existing Bank Products), in full.

3.6 Conditions Subsequent. The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the following conditions subsequent:

(a) On or before the date that is 7 Business Days after the Closing Date, Agent shall have received the Account Charge Agreement, and the same shall be in form and substance reasonably satisfactory to Agent and in full force and effect.

(b) On or before the date that is 90 days after the Closing Date, Agent shall have received evidence satisfactory to it that Borrower has (i) closed bank account numbers 029658300888 and 029658300030 at Deutsche Bank AG, London branch, and (ii) taken reasonable steps to ensure that all of Borrower’s and its Subsidiaries’ Account Debtors who are making payments to such bank accounts forward payment of the amounts owed by them directly to one of Borrower’s bank accounts in the United States at a Controlled Account Bank over which Agent has a first priority perfected Lien.

(c) Unless Agent otherwise agrees, on or before the date that is 180 days after the Closing Date, Agent shall have received evidence satisfactory to it that (i) Borrower has closed bank account numbers 5553-8234371 and 5554-8263064 at SEB in Sweden, and (ii) all of Borrower’s and its Subsidiaries’ Account Debtors who are making payments to such bank accounts are forwarding payment of the amounts owed by them directly to one of Borrower’s bank accounts in the United States at a Controlled Account Bank over which Agent has a first priority perfected Lien.

(d) On or before the date that is 30 days after the Closing Date, Borrower shall have used commercially reasonable efforts to deliver to Agent a Collateral Access Agreement, in form and substance reasonably satisfactory to Agent, with respect to the warehouse located at 2760 E. El Presido, Carson, California.

Borrower acknowledges and agrees that its failure to perform or cause to be performed such conditions subsequent by the applicable deadline shall constitute an immediate Event of Default.

4. REPRESENTATIONS AND WARRANTIES.

In order to induce the Lender Group to enter into this Agreement, Borrower makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all material respects, as of the date hereof, and shall be true, correct, and complete, in all material respects, as of the Closing Date and at and as of the date of the making of each Advance (or other extension of credit) made thereafter, as though made on and as of the date of such Advance (or other extension of credit) (except to the extent that such representations and warranties relate solely to an earlier date) and such representations and warranties shall survive the execution and delivery of this Agreement:

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4.1 Due Organization and Qualification; Subsidiaries.

(a) Borrower (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) qualified to do business in any state where the failure to be so qualified reasonably could be expected to result in a Material Adverse Change, and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out the transactions contemplated thereby.

(b) Set forth on Schedule 4.1(b) is a complete and accurate description of the authorized capital Stock of Borrower, by class, and, as of the Closing Date, a description of the number of shares of each such class that are issued and outstanding. Other than as described on Schedule 4.1(b), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Borrower is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital Stock or any security convertible into or exchangeable for any of its capital Stock.

(c) Set forth on Schedule 4.1(c) (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 5.11), is a complete and accurate list of the Borrower’s direct and indirect Subsidiaries, showing the percentage of the outstanding shares of each class of Stock of each such Subsidiary owned directly or indirectly by Borrower. All of the outstanding capital Stock of each such Subsidiary has been validly issued and is fully paid and non-assessable.

(d) Except as set forth on Schedule 4.1(c), there are no subscriptions, options, warrants, or calls relating to any shares of Borrower’s Subsidiaries’ capital Stock, including any right of conversion or exchange under any outstanding security or other instrument. Neither Borrower nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of Borrower’s Subsidiaries’ capital Stock or any security convertible into or exchangeable for any such capital Stock.

4.2 Due Authorization; No Conflict.

(a) The execution, delivery, and performance by Borrower of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of Borrower.

(b) The execution, delivery, and performance by Borrower of the Loan Documents to which it is a party do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to Borrower or its Subsidiaries, the Governing Documents of Borrower or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on Borrower or its Subsidiaries, (ii) 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) of Borrower 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, (iii) 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, (iv) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of Borrower, other than Permitted Liens, (v) require any approval of Borrower’s interestholders or any approval or consent of any Person under any Material Contract (other than the Convertible Notes Documents) of Borrower, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of such 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, and (vi) require any approval of any Person under any Convertible Notes Documents, other than consents or approvals that have been obtained and that are still in force and effect.

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4.3 Governmental Consents. The execution, delivery, and performance by Borrower of the Loan Documents to which Borrower is a party and the consummation of the transactions contemplated by the Loan Documents 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 consents or approvals that have been obtained and that are still in force and effect and except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Agent for filing or recordation, as of the Closing Date.

4.4 Binding Obligations; Perfected Liens.

(a) Each Loan Document to which Borrower is a party has been duly executed and delivered by Borrower and is 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.

(b) The Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles and (ii) any Deposit Accounts and Securities Accounts not subject to a Control Agreement as permitted by Section 6.11, and subject only to the filing of financing statements and the recordation of the Mortgages), and first priority Liens, subject only to Permitted Liens.

4.5 Title to Assets; No Encumbrances. Borrower and its Subsidiaries have (i) good, sufficient and legal title to (in the case of fee interests in Real Property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (iii) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

4.6 Jurisdiction of Organization; Location of Chief Executive Office; Organizational Identification Number; Commercial Tort Claims.

(a) The name of (within the meaning of Section 9-503 of the Code) and jurisdiction of organization of Borrower and each of its Subsidiaries is set forth on Schedule 4.6(a) (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 6.5).

(b) The chief executive office of Borrower and each of its Subsidiaries is located at the address indicated on Schedule 4.6(b) (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 5.15).

(c) Borrower’s tax identification number and organizational identification number, if any, are identified on Schedule 4.6(c) (as such Schedule may be updated from time to time to reflect changes permitted to be made under Section 6.5).

(d) As of the Closing Date, neither Borrower nor any of its Subsidiaries holds any commercial tort claims that exceed $100,000 in amount, except as set forth on Schedule 4.6(d).

4.7 Litigation.

(a) There are no actions, suits, or proceedings pending or, to the best knowledge of Borrower, threatened against Borrower or any of its Subsidiaries that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Change.

(b) Schedule 4.7(b) sets forth a complete and accurate description, with respect to each of the actions, suits, or proceedings with asserted liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $500,000 that, as of the Closing Date, is pending or, to the best knowledge

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of Borrower, threatened against Borrower or any of its Subsidiaries, of (i) the parties to such actions, suits, or proceedings, (ii) the nature of the dispute that is the subject of such actions, suits, or proceedings, (iii) the status, as of the Closing Date, with respect to such actions, suits, or proceedings, and (v) whether any liability of Borrower and its Subsidiaries in connection with such actions, suits, or proceedings is covered by insurance.

4.8 Compliance with Laws. Neither Borrower nor any of its Subsidiaries (a) is in violation of any applicable laws, rules, regulations, executive orders, or codes (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Change, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Change.

4.9 No Material Adverse Change. All financial statements relating to Borrower and its Subsidiaries that have been delivered by Borrower to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, Borrower’s and its Subsidiaries’ consolidated financial condition as of the date thereof and results of operations for the period then ended. Since December 28, 2008, no event, circumstance, or change has occurred that has or could reasonably be expected to result in a Material Adverse Change with respect to Borrower and its Subsidiaries.

4.10 Fraudulent Transfer.

(a) Borrower is Solvent.

(b) No transfer of property is being made by Borrower and no obligation is being incurred by Borrower in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of Borrower.

4.11 Employee Benefits. Borrower, none of its Subsidiaries, nor any of their ERISA Affiliates maintains or contributes to any Benefit Plan.

4.12 Environmental Condition. Except as set forth on Schedule 4.12, (a) to Borrower’s knowledge, neither Borrower’s nor its Subsidiaries’ properties or assets has ever been used by Borrower, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to Borrower’s knowledge, neither Borrower’s nor its Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, (c) neither Borrower nor any of its Subsidiaries has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by Borrower or its Subsidiaries, and (d) neither Borrower nor any of its Subsidiaries nor, to Borrower’s knowledge, any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

4.13 Intellectual Property. Borrower and its Subsidiaries own, or hold licenses in, all trademarks, trade names, copyrights, patents, and licenses that are necessary to the conduct of its business as currently conducted, and attached hereto as Schedule 4.13 (as updated from time to time) is a true, correct, and complete listing of all (a) material trademarks, trade names, copyrights, patents, and licenses as to which Borrower or one of its Subsidiaries is the owner, and (b) all material licenses of intellectual property of any third party (including any affiliate) to which Borrower or one of its Subsidiaries is a party; provided, however, that Borrower may amend Schedule 4.13 to add additional intellectual property so long as such amendment occurs by written notice to Agent not less than 30 days after the date on which Borrower or its Subsidiary acquires any such property after the Closing Date.

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4.14 Leases. Borrower and its Subsidiaries enjoy peaceful and undisturbed possession under all leases material to their business and to which they are parties or under which they are operating, and, subject to Permitted Protests, all of such material leases are valid and subsisting and no material default by the Borrower or its Subsidiaries exists under any of them.

4.15 Deposit Accounts and Securities Accounts. Set forth on Schedule 4.15 (as updated pursuant to the provisions of the Security Agreement from time to time) is a listing of all of Borrower’s and its Subsidiaries’ Deposit Accounts and Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.

4.16 Complete Disclosure. All factual information (taken as a whole) furnished by or on behalf of Borrower or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules hereto or in the other Loan Documents) for purposes of or in connection with this Agreement, the other Loan Documents, or any transaction contemplated herein or therein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of Borrower or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects, on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which such information was provided. On the Closing Date, the Closing Date Projections represent, and as of the date on which any other Projections are delivered to Agent, such additional Projections represent Borrower’s good faith estimate of the Borrower’s and its Subsidiaries’ future performance for the periods covered thereby based upon assumptions believed by Borrower to be reasonable at the time of the delivery thereof to Agent (it being understood that such projections and forecasts are subject to uncertainties and contingencies, many of which are beyond the control of Borrower and its Subsidiaries and no assurances can be given that such projections or forecasts will be realized).

4.17 Material Contracts. Set forth on Schedule 4.17 (as updated from time to time) is a list of the Material Contracts of Borrower and its Subsidiaries; provided, however, that Borrower may amend Schedule 4.17 to add additional Material Contracts so long as such amendment occurs by written notice to Agent at the time that Borrower provides its quarterly financial statements pursuant to Section 5.1. Except for matters which, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change, each Material Contract (other than those that have expired at the end of their normal terms) (a) is in full force and effect and is binding upon and enforceable against Borrower or its Subsidiary and, to the best of Borrower’s knowledge, each other Person that is a party thereto in accordance with its terms, (b) has not been otherwise amended or modified (other than amendments or modifications permitted by Section 6.7(d)), and (c) is not in default due to the action or inaction of Borrower or its Subsidiary.

4.18 Patriot Act. To the extent applicable, Borrower is in compliance, in all material respects, with the (a) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the Untied States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the “Patriot Act”). No part of the proceeds of the loans made hereunder will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

4.19 Indebtedness. Set forth on Schedule 4.19 is a true and complete list of all Indebtedness of Borrower and each of its Subsidiaries outstanding immediately prior to the Closing Date that is to remain outstanding after the Closing Date and such Schedule accurately sets forth the aggregate principal amount of such Indebtedness as of the Closing Date.

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4.20 Payment of Taxes. Except as set forth on Schedule 4.20 or as otherwise permitted under Section 5.5, all tax returns and reports of Borrower and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all assessments, fees and other governmental charges upon Borrower and its Subsidiaries and upon their respective assets, income, businesses and franchises that are due and payable have been paid when due and payable. Borrower and each of its Subsidiaries have made adequate provision in accordance with GAAP for all taxes not yet due and payable. Borrower knows of no proposed tax assessment against Borrower or any of its Subsidiaries that is not being actively contested by Borrower or such Subsidiary diligently, in good faith, and by appropriate proceedings; provided such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor. Neither Borrower nor any of its Subsidiaries has ever been a party to any understanding or arrangement constituting a “tax shelter” within the meaning of Section 6662(d)(2)(C)(iii) of the IRC or within the meaning of Section 6111(c) or Section 6111(d) of the IRC as in effect immediately prior to the enactment of the American Jobs Creation Act of 2004, or has ever “participated” in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4, except as would not be reasonably expected to, individually or in the aggregate, result in a Material Adverse Change.

4.21 Margin Stock. Neither Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the loans made to Borrower will be used to purchase or carry any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U or X of said Board of Governors.

4.22 Governmental Regulation. Neither Borrower nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither Borrower nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

4.23 OFAC. Neither Borrower nor any of its Subsidiaries is in violation of any of the country or list based economic and trade sanctions administered and enforced by OFAC. Neither Borrower nor any of its Subsidiaries (a) is a Sanctioned Person or a Sanctioned Entity, (b) has a more than 10% of its assets located in Sanctioned Entities, or (c) derives more than 10% of its revenues from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. The proceeds of any Advance will not be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity.

4.24 Eligible Accounts and Eligible Foreign Accounts.

(a) As to each Account that is identified by Borrower as an Eligible Account or an Eligible Foreign Account in a Borrowing Base Certificate submitted to Agent, such Account is (i) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of Borrower’s business, (ii) owed to Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and (iii) not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of Eligible Accounts or Eligible Foreign Accounts (as applicable).

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(b) As to Accounts that are identified by Borrower as Eligible Foreign Accounts, such Accounts are lawfully owned by Borrower, and, without limiting the generality of the foregoing: (i) such Accounts are owed to Borrower in connection with purchase orders or contracts issued by the applicable Account Debtors to Borrower for the sale of Inventory of Borrower or the rendition of services by Borrower to such Account Debtors, (ii) to the extent that a Subsidiary of Borrower receives a purchase order or contract for such sale of Inventory or rendition of services, it receipt of such purchase order or contract is solely in its capacity as a service provider (a “Subsidiary Service Provider”) to Borrower pursuant to one of the Sales Support Services Agreements, and (iii) any invoice sent to the applicable Account Debtors in connection with such sale of Inventory or rendition of services has been sent directly by Borrower to such Account Debtors. No Subsidiary Service Provider has any authority to sign or accept purchase orders or contracts on behalf of Borrower or to sign or issue invoices on behalf of Borrower. Each Sales Support Services Agreements (A) is in full force and effect and is binding upon and enforceable against each Person that is a party thereto in accordance with its terms, and (B) has not been amended or modified since the Closing Date.

(c) No Subsidiary of Borrower has any interest in any Eligible Account or Eligible Foreign Account.

4.25 Location of Inventory and Equipment. Except as set forth on Schedule 4.25, the Inventory and Equipment (other than (a) vehicles or Equipment out for repair, and (b) test Equipment delivered to Borrower’s contract manufacturers in the ordinary course of business for use in the manufacture and repair of Borrower’s products) of Borrower and its Subsidiaries are not stored with a bailee, warehouseman, or similar party and are located only at, or in-transit between, the locations identified on Schedule 4.25 (as such Schedule may be updated pursuant to Section 5.15).

4.26 Inventory Records. Borrower keeps correct and accurate records itemizing and describing the type, quality, and quantity of its and its Subsidiaries’ Inventory and the book value thereof.

4.27 Convertible Notes Documents.

(a) Borrower has delivered to Agent a complete and correct copy of the Convertible Notes Documents, including all schedules and exhibits thereto. Each Convertible Notes Document is the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms, in each case, except (i) as may be limited by equitable principles or applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights and (ii) the availability of the remedy of specific performance or injunctive or other equitable relief is subject to the discretion of the court before which any proceeding therefor may be brought. Borrower is not in default in any material respect in the performance or compliance with any provisions thereof.

(b) The Indebtedness evidenced by this Agreement and the other Loan Documents constitutes Designated Senior Indebtedness under each of the 1.875% Convertible Notes Indenture and the 3.875% Convertible Notes Indenture. No Designated Senior Indebtedness exists other than the Indebtedness evidenced by this Agreement and the other Loan Documents.

4.28 Inactive Subsidiaries. The Inactive Subsidiaries do not (a) own any assets (other than any assets of a de minimis nature), (b) have any liabilities (other than any liabilities of a de minimis nature), or (c) engage in any business activity.

5. AFFIRMATIVE COVENANTS.

Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, Borrower shall and shall cause each of its Subsidiaries to comply with each of the following:

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5.1 Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 at the times specified therein. In addition, Borrower agrees that, except as set forth on Schedule 5.1, none of its Subsidiaries will have a fiscal year different from that of Borrower. In addition, Borrower agrees to maintain a system of accounting that enables Borrower to produce financial statements in accordance with GAAP. Borrower shall also keep a reporting system that shows all additions, sales, claims, returns, and allowances with respect to its and its Subsidiaries’ sales.

5.2 Collateral Reporting. Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the reports set forth on Schedule 5.2 at the times specified therein. In addition, Borrower agrees to use commercially reasonable efforts in cooperation with Agent to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of the items set forth above.

5.3 Existence. Except as otherwise permitted under Section 6.3, Borrower to, and cause each of its Subsidiaries to, at all times preserve and keep in full force and effect its existence (including being in good standing in its jurisdiction of organization) and all rights and franchises, licenses and permits material to its business; provided, however, that neither Borrower nor any of its Subsidiaries shall be required to preserve any such right or franchise, licenses or permits if such Person’s board of directors (or similar governing body) shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Person, and that the loss thereof is not disadvantageous in any material respect to such Person or to the Lenders.

5.4 Maintenance of Properties. Maintain and preserve all of its assets that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear, and casualty excepted and Permitted Dispositions excepted, and comply with the material provisions of all material leases to which it is a party as lessee, so as to prevent the loss or forfeiture thereof, unless such provisions are the subject of a Permitted Protest.

5.5 Taxes. Cause all assessments and taxes imposed, levied, or assessed against Borrower or its Subsidiaries, or any of their respective assets or in respect of any of its income, businesses, or franchises to be paid in full, before delinquency or before the expiration of any extension period, except to the extent that the validity of such assessment or tax shall be the subject of a Permitted Protest. Borrower will and will cause each of its Subsidiaries to make timely payment or deposit of all tax payments and withholding taxes required of it and them by applicable laws, including those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, and will, upon request, furnish Agent with proof reasonably satisfactory to Agent indicating that Borrower and its Subsidiaries have made such payments or deposits.

5.6 Insurance. At Borrower’s expense, maintain insurance respecting Borrower’s and its Subsidiaries’ assets wherever located, covering loss or damage by fire, theft, explosion, and all other hazards and risks as ordinarily are insured against by other Persons engaged in the same or similar businesses. Borrower also shall maintain (with respect to itself and its Subsidiaries) business interruption, public liability, and product liability insurance, as well as insurance against larceny, embezzlement, and criminal misappropriation. All such policies of insurance shall be with responsible and reputable insurance companies and in such amounts as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated and located and in any event in amount, adequacy and scope reasonably satisfactory to Agent. All property insurance policies covering the Collateral are to be made payable to Agent for the benefit of Agent and the Lenders, as their interests may appear, in case of loss, pursuant to a standard loss payable endorsement with a standard non contributory “lender” or “secured party” clause and are to contain such other provisions as Agent may reasonably require to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such policies. All certificates of insurance are to be delivered to Agent, with the loss payable and additional insured endorsement in favor of Agent and shall provide for not less than 30 days (10 days in the case of non-payment) prior written notice to Agent of the exercise of any right of cancellation. If Borrower fails to maintain such insurance, Agent may arrange for such insurance, but at Borrower’s expense and without any responsibility on Agent’s part for obtaining the insurance, the solvency of

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the insurance companies, the adequacy of the coverage, or the collection of claims, and will endeavor to give prompt notice to Borrower if it has done so. Borrower shall give Agent prompt notice of any loss exceeding $250,000 covered by its casualty or business interruption insurance. Upon the occurrence and during the continuance of an Event of Default, (i) Agent shall have the sole right to file claims under any insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies, and (ii) any monies received as payment for any loss under any insurance policy shall first be applied to the payment in full of the Obligations, with any remaining monies remitted to Borrower for application to the costs of repair, replacement or restoration of the property that is the subject of the loss.

5.7 Inspection. Permit Agent and each of its duly authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same by, its officers and employees at such reasonable times and intervals as Agent may designate and, so long as no Default or Event of Default exists, with reasonable prior notice to Borrower.

5.8 Compliance with Laws. Comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.

5.9 Environmental.

(a) Keep any property either owned or operated by Borrower or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,

(b) comply, in all material respects, with Environmental Laws and provide to Agent documentation of such compliance which Agent reasonably requests,

(c) promptly notify Agent of any release of a Hazardous Material in any reportable quantity from or onto property owned or operated by Borrower or its Subsidiaries and take any Remedial Actions required to abate said release or otherwise to come into compliance with applicable Environmental Law, and

(d) promptly, but in any event within 5 Business Days of its receipt thereof, provide Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of Borrower or its Subsidiaries, (ii) commencement of any Environmental Action or notice that an Environmental Action will be filed against Borrower or its Subsidiaries, and (iii) notice of a violation, citation, or other administrative order which could reasonably be expected to result in a Material Adverse Change.

5.10 Disclosure Updates. Promptly and in no event later than 10 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to the Lender Group contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.

5.11 Formation of Subsidiaries. At the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, Borrower shall (a) within 10

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Business Days of such formation or acquisition (i) cause any such new Subsidiary to provide to Agent a general continuing guaranty in form and substance reasonably satisfactory to it and a joinder to the Security Agreement, together with such other security documents (including mortgages with respect to any Real Property owned in fee of such new Subsidiary with a fair market value of at least $1,000,000), as well as appropriate financing statements (and with respect to all property subject to a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), and (ii) provide, and cause any such new Subsidiary to provide, an intercompany subordination agreement (or a joinder thereto, as applicable), in form and substance reasonably satisfactory to Agent; provided that the general continuing guaranty, the Security Agreement, and such other security documents shall not be required to be provided to Agent with respect to any Subsidiary of Borrower that is a CFC if providing such documents would result in adverse tax consequences or the costs to Borrower of providing such general continuing guaranty, executing any security documents or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrower) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby, (b) within 10 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent a pledge agreement and appropriate certificates and powers or financing statements, hypothecating all of the direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to Agent; provided that only 65% of the total outstanding voting Stock of any first tier Subsidiary of Borrower that is a CFC and none of the total outstanding voting Stock of any other Subsidiary of such CFC shall be required to be pledged if hypothecating a greater amount would result in adverse tax consequences or the costs to Borrower of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with the Borrower) in relation to the benefits of Agent and the Lenders of the security or guarantee afforded thereby (which pledge, if reasonably requested by Agent, shall be governed by the laws of the jurisdiction of such Subsidiary), and (c) within 10 Business Days of such formation or acquisition (or such later date as permitted by Agent in its sole discretion) provide to Agent all other documentation, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall be a Loan Document.

5.12 Further Assurances. At any time upon the reasonable request of Agent, execute or deliver to Agent any and all financing statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, mortgages, deeds of trust, opinions of counsel, and all other documents (collectively, the “Additional Documents”) that Agent may reasonably request in form and substance reasonably satisfactory to Agent, to create, perfect, and continue perfected or to better perfect the Agent’s Liens in all of the assets of Borrower and its Subsidiaries (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), to create and perfect Liens in favor of Agent in any Real Property acquired by Borrower or its Subsidiaries after the Closing Date with a fair market value in excess of $1,000,000, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents); provided that the foregoing shall not apply to (a) any Inactive Subsidiary, (b) Powerwave Cognition, or (c) any Subsidiary of Borrower that is a CFC if providing such documents would result in adverse tax consequences or the costs to Borrower of providing such documents are unreasonably excessive (as determined by Agent in consultation with Borrower) in relating to the benefits of Agent and the Lenders of the benefits afforded thereby. To the maximum extent permitted by applicable law, Borrower authorizes Agent to execute any such Additional Documents in Borrower’s or its Subsidiary’s name, as applicable, and authorizes Agent to file such executed Additional Documents in any appropriate filing office. Agent shall endeavor to give notice to Borrower if it executes or files any such Additional Documents. In furtherance and not in limitation of the foregoing, Borrower shall take such actions as Agent may reasonably request from time to time to ensure that the Obligations are secured by substantially all of the assets of Borrower and its Subsidiaries (other than the Inactive Subsidiaries or Powerwave Cognition and subject to limitations contained in the Loan Documents with respect to CFCs) and all of the outstanding Stock of Borrower’s Subsidiaries (other than the Inactive Subsidiaries or Powerwave Cognition and subject to limitations contained in the Loan Documents with respect to CFCs).

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5.13 Lender Meetings. Within 90 days after the close of each fiscal year of Borrower, at the request of Agent or of the Required Lenders and upon reasonable prior notice, hold a meeting (at a mutually agreeable location and time or, at the option of Agent, by conference call) with all Lenders who choose to attend such meeting at which meeting shall be reviewed the financial results of the previous fiscal year and the financial condition of Borrower and its Subsidiaries and the projections presented for the current fiscal year of Borrower.

5.14 Material Contracts. Contemporaneously with the delivery of each Compliance Certificate pursuant hereto, provide Agent with copies of (a) each Material Contract entered into since the delivery of the previous Compliance Certificate, and (b) each material amendment or modification of any Material Contract entered into since the delivery of the previous Compliance Certificate; provided that if any such Material Contract or material amendment or modification of a Material Contract is an exhibit to a report filed by Borrower with the SEC, then Borrower may satisfy the foregoing by providing notice of the filing of such report to Agent within 1 Business Day of the date of such filing, which notice shall describe the report and the Material Contract or material amendment or modification of a Material Contract that is attached as an exhibit.

5.15 Location of Inventory and Equipment. Keep Borrower’s and its Subsidiaries’ Inventory and Equipment (other than (a) vehicles or Equipment out for repair, and (b) test Equipment delivered to Borrower’s contract manufacturers in the ordinary course of business for use in the manufacture and repair of Borrower’s products) only at the locations identified on Schedule 4.25 and their chief executive offices only at the locations identified on Schedule 4.6(b); provided, however, that Borrower may amend Schedule 4.25 or Schedule 4.6(b) so long as such amendment occurs by written notice to Agent not less than 10 days prior to the date on which such Inventory or Equipment is moved to such new location or such chief executive office is relocated and so long as such new location is within the continental United States, and so long as, at the time of such written notification, Borrower provides Agent a Collateral Access Agreement with respect thereto. If Borrower enters into a sale leaseback transaction as permitted hereunder with respect to its location at 1801 East St. Andrew Place, Santa Ana, CA 92705, then Borrower shall deliver to Agent a Collateral Access Agreement, in form and substance reasonably satisfactory to Agent, within 30 days of the date of consummation of such sale leaseback transaction.

5.16 Anti-Assignment Provisions; Purchase Orders. Use commercially reasonable efforts to ensure that its customer contracts entered into after the Closing Date and any purchase orders issued after the Closing Date for its products or services do not prohibit the assignment thereof (and all rights of Borrower or such Subsidiary, as applicable, thereunder) to Borrower’s or such Subsidiary’s lenders or an agent for any lenders (and any transferees of such lenders or such agent, as applicable). Use reasonable best efforts to ensure that any purchase orders issued after the Closing Date for Borrower’s products or services are issued to, and in the name of, Borrower.

6. NEGATIVE COVENANTS.

Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, Borrower will not and will not permit any of its Subsidiaries to do any of the following:

6.1 Indebtedness.

(a) Create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except for Permitted Indebtedness.

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(b) Create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Designated Senior Indebtedness, except for the Indebtedness evidenced by this Agreement and the other Loan Documents.

It is understood and agreed that, except as set forth in Section 6.7(a)(ii), nothing herein is intended to prohibit Borrower or its Subsidiaries from making regularly scheduled and mandatory payments of Permitted Indebtedness.

6.2 Liens. Create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens.

6.3 Restrictions on Fundamental Changes.

(a) Enter into any merger, consolidation, reorganization, or recapitalization, or reclassify its Stock, except for (i) any merger between Borrower and Subsidiaries of Borrower so long as Borrower is the surviving entity of such merger and so long as Agent’s rights in any Collateral, including the existence, perfection and priority of any Lien thereon, are not adversely affected by such merger, and (ii) any merger between Subsidiaries of Borrower so long as Agent’s Lien, if any, on the Stock of any such Subsidiaries is not adversely affected by such merger;

(b) Liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of non-operating Subsidiaries of Borrower with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of Subsidiaries of Borrower (other than any such Subsidiary the Stock of which (or any portion thereof) is subject to a Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to its parent and so long as Agent’s rights in any Collateral, including the existence, perfection and priority of any Lien thereon, are not adversely affected thereby; or

(c) Suspend or go out of a substantial portion of its or their business, except as permitted pursuant to clauses (a) and (b) above or in connection with the transactions permitted pursuant to Section 6.4.

6.4 Disposal of Assets. Other than Permitted Dispositions, Permitted Investments, or transactions expressly permitted by Sections 6.3 and 6.11, convey, sell, lease, license, assign, transfer, or otherwise dispose of (or enter into an agreement to convey, sell, lease, license, assign, transfer, or otherwise dispose of) any of Borrower’s or its Subsidiaries assets.

6.5 Change Name. Change Borrower’s or any of its Subsidiaries’ name, organizational identification number, state of organization or organizational identity; provided, however, that Borrower or any of its Subsidiaries may change their names upon at least 10 days prior written notice to Agent of such change.

6.6 Nature of Business. Make any change in the nature of its or their business as described in Schedule 6.6 or acquire any properties or assets that are not reasonably related to the conduct of such business activities; provided that Borrower and its Subsidiaries may engage in any business that is reasonably related or ancillary to its or their business.

6.7 Prepayments and Amendments.

(a) Except in connection with Refinancing Indebtedness or a Permitted Convertible Notes Refinancing permitted by Section 6.1,

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(i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Borrower or its Subsidiaries, other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Convertible Notes Redemptions,

(ii) make any payment on account of Indebtedness that has been contractually subordinated in right of payment if such payment is not permitted at such time under the subordination terms and conditions, or

(b) Directly or indirectly, amend, modify, or change any of the terms or provisions of

(i) any agreement, instrument, document, indenture, or other writing evidencing or concerning Indebtedness permitted under Section 6.1 other than (A) the Obligations in accordance with this Agreement, (B) Permitted Intercompany Advances, and (C) Indebtedness permitted pursuant to clauses (c), (f), (h) and (i) of the definition of Permitted Indebtedness; provided that, for the avoidance of doubt, amendments, modifications, and changes to the Convertible Notes Documents are permitted to the extent necessary to consummate a Permitted Convertible Notes Refinancing, but only so long as such amendments, modifications, or changes comply with the restrictions applicable to a Permitted Convertible Notes Refinancing,

(ii) any Material Contract (other than the Convertible Notes Documents, which are covered in clause (b)(i) above) except to the extent that such amendment, modification, alteration, increase, or change could not, individually or in the aggregate, reasonably be expected to be materially adverse to the interests of the Lenders, or

(iii) the Governing Documents of Borrower or any of its Subsidiaries if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially adverse to the interests of the Lenders.

6.8 Change of Control. Cause, permit, or suffer, directly or indirectly, any Change of Control without the consent of the Required Lenders (which consent shall not be unreasonably withheld, delayed or conditioned).

6.9 Distributions. Make any distribution or declare or pay any dividends (in cash or other property, other than common Stock or Permitted Preferred Stock) on, or purchase, acquire, redeem, or retire any of Borrower’s or its Subsidiaries’ Stock, of any class, whether now or hereafter outstanding; provided, however, that, so long as it is permitted by applicable law:

(a) Borrower’s Subsidiaries may make distributions to Borrower,

(b) Borrower may make distributions to former employees, officers, or directors (or any spouses, ex-spouses, or estates of any of the foregoing) on account of redemptions of Stock of Borrower held by such Persons, provided, however, that the aggregate amount of such redemptions made by Borrower during the term of this Agreement plus the amount of Indebtedness outstanding under clause (j) of the definition of Permitted Indebtedness, does not exceed $1,000,000 in the aggregate, and (y) Borrower may make distributions to former employees, officers, or directors (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Borrower on account of repurchases of the Stock of Borrower held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Stock of Borrower, and

(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, (ii) Availability both before and immediately after giving effect thereto is greater than $20,000,000, and (iii) the amount of cash dividends paid and to be paid on such Permitted Preferred Stock does not exceed the amount of cash interest that Borrower would have been required to pay, on and after the date of the issuance of such Permitted Preferred Stock, on the 1.875% Convertible Notes or the 3.875% Convertible Notes repurchased or redeemed in connection with the issuance of such Permitted Preferred Stock.

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6.10 Accounting Methods. Modify or change its fiscal year or its method of accounting (other than as may be required to conform to GAAP).

6.11 Investments. Except for Permitted Investments, directly or indirectly, make or acquire any Investment or incur any liabilities (including contingent obligations) for or in connection with any Investment; provided, however, that (other than (a) an aggregate amount of not more than $10,000 at any one time, in the case of Borrower and its Subsidiaries (other than those that are CFCs and other than in respect of the Hong Kong Deposit Account), (b) an aggregate amount of not more than $100,000 at any one time in respect of the Hong Kong Deposit Account, (c) amounts deposited into Deposit Accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for Borrower’s or its Subsidiaries’ employees, and (d) an aggregate amount of not more than $50,000,000 (calculated at current exchange rates) at any one time, in the case of Subsidiaries of Borrower that are CFCs) Borrower and its Subsidiaries shall not have Permitted Investments consisting of cash, Cash Equivalents, or amounts credited to Deposit Accounts or Securities Accounts unless Agent has a first-priority perfected Lien in such Deposit Accounts or Securities and the Permitted Investments credited therein. Subject to the foregoing proviso, Borrower shall not and shall not permit its Subsidiaries to establish or maintain any Deposit Account or Securities Account unless Agent shall have received a Control Agreement in respect of such Deposit Account or Securities Account.

6.12 Transactions with Affiliates. Directly or indirectly enter into or permit to exist any transaction with any Affiliate of Borrower or any of its Subsidiaries except for:

(a) transactions (other than the payment of management, consulting, monitoring, or advisory fees) between Borrower or its Subsidiaries, on the one hand, and any Affiliate of Borrower or its Subsidiaries, on the other hand, so long as such transactions (i) are upon fair and reasonable terms, (ii) are fully disclosed to Agent prior to the consummation thereof if they involve one or more payments by Borrower or its Subsidiaries in excess of $250,000 for any single transaction or series of related transactions (excluding from this clause (ii) any transaction or series of related transactions entered into in the ordinary course of business between Borrower, on the one hand, and any of its Subsidiaries, on the other hand or between any Subsidiaries of Borrower), and (iii) are no less favorable, taken as a whole, to Borrower or its Subsidiaries, as applicable, than would be obtained in an arm’s length transaction with a non-Affiliate,

(b) so long as it has been approved by Borrower’s Board of Directors in accordance with applicable law, any indemnity provided for the benefit of directors of Borrower,

(c) so long as it has been approved by Borrower’s Board of Directors, the payment of reasonable fees, compensation, or employee benefit arrangements to employees, officers, and outside directors of Borrower in the ordinary course of business and consistent with industry practice, and

(d) transactions permitted by Section 6.3 or Section 6.9, or any Permitted Intercompany Advance.

6.13 Use of Proceeds. Use the proceeds of the Advances for any purpose other than (a) on the Closing Date, (i) to repay, in full, the outstanding principal, accrued interest, and accrued fees and expenses owing to Existing Lender, and (ii) to pay transactional fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, and (b) thereafter, consistent with the terms and conditions hereof, for their lawful and permitted purposes, including Convertible Notes Redemptions.

6.14 Consignments. Except as set forth on Schedule 4.25, consign any of its or their Inventory or sell any of its or their Inventory on bill and hold, sale or return, sale on approval, or other conditional terms of sale.

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6.15 Inventory and Equipment with Bailees. Except as set forth on Schedule 4.25, store the Inventory or Equipment of Borrower or its Subsidiaries at any time now or hereafter with a bailee, warehouseman, or similar party.

6.16 Inactive Subsidiaries. Permit the Inactive Subsidiaries to (a) own any assets (other than any assets of a de minimis nature), (b) incur any liabilities (other than any liabilities of a de minimis nature), or (c) engage in any business activity.

6.17 Limitation on Issuance of Certain Stock. Issue or sell Prohibited Preferred Stock or permit any of its Subsidiaries to issue or sell or enter into any agreement or arrangement for the issuance and sale of, any shares of its Stock (other than to its immediate parent), any securities convertible into or exchangeable for its Stock or any warrants.

7. FINANCIAL COVENANTS.

Borrower covenants and agrees that, until termination of all of the Commitments and payment in full of the Obligations, Borrower will comply with each of the following financial covenants:

(a) Minimum EBITDA. Achieve EBITDA as of the end of the fiscal quarter ended immediately preceding the date on which any Financial Covenant Period commences and as of the end of each fiscal quarter ended during such Financial Covenant Period, of at least the required amount set forth in the following table for the applicable period set forth opposite thereto:

Applicable Amount	Applicable Period
$10,500,000	For the 6 month period ended June 28, 2009
$23,000,000	For the 9 month period ended September 27, 2009
$37,000,000	For the 12 month period ended January 3, 2010 and for each 12 month period ended as of the end of each fiscal quarter thereafter

(b) Capital Expenditures. Make Capital Expenditures in any fiscal year in an amount less than or equal to, but not greater than, the amount set forth in the following table for the applicable period:

Fiscal Year 2009		Fiscal Year 2010		Fiscal Year 2011		Fiscal Year 2012
$	17,000,000	$	18,000,000	$	18,000,000	$	18,000,000

provided, however, that if the amount of the Capital Expenditures permitted to be made in any fiscal year as set forth in the above table is greater than the actual amount of the Capital Expenditures (excluding the amount, if any, of Capital Expenditures made with Net Cash Proceeds reinvested pursuant to the proviso in Section 2.4(e)(ii)) actually made in such fiscal year (such amount, the “Excess Amount”), then the lesser of (i) such Excess Amount and (ii) 50% of the amount set forth in the above table for the succeeding fiscal year (such lesser amount referred to as the “Carry-Over Amount”) may be carried forward to the next succeeding fiscal year (the “Succeeding Fiscal Year”); provided further that the Carry-Over Amount applicable to a particular Succeeding Fiscal Year may not be used in that Fiscal Year until the amount permitted above to be expended in such Fiscal Year has first been used in full and the Carry-Over Amount applicable to a particular Succeeding Fiscal Year may not be carried forward to another fiscal year.

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8. EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an event of default (each, an “Event of Default”) under this Agreement:

8.1 If Borrower fails to pay when due and payable, or when declared due and payable, (a) all or any portion of the Obligations consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than any portion thereof constituting principal) constituting Obligations (including any portion thereof that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), and such failure continues for a period of 3 Business Days, or (b) all or any portion of the principal of the Obligations;

8.2 If Borrower or any of its Subsidiaries:

(a) fails to perform or observe any covenant or other agreement contained in any of (i) Sections 5.1, 5.2, 5.3, 5.6, 5.7, 5.10, 5.11, 5.13, or 5.14 of this Agreement, (ii) Sections 6.1 through 6.17 of this Agreement, (iii) Section 7 of this Agreement, or (iv) Section 6 of the Security Agreement;

(b) fails to perform or observe any covenant or other agreement contained in any of Sections 5.4, 5.5, 5.8, 5.12, 5.15, and 5.16 of this Agreement and such failure continues for a period of 10 days after the earlier of (i) the date on which such failure shall first become known to any officer of Borrower or (ii) the date on which written notice thereof is given to Borrower by Agent; or

(c) fails to perform or observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents, in each case, other than any such covenant or agreement that is the subject of another provision of this Section 8 (in which event such other provision of this Section 8 shall govern), and such failure continues for a period of 30 days after the earlier of (i) the date on which such failure shall first become known to any officer of Borrower or (ii) the date on which written notice thereof is given to Borrower by Agent;

8.3 If one or more judgments, orders, or awards for the payment of money involving an aggregate amount of $1,000,000, or more (except to the extent fully covered by insurance pursuant to which the insurer has accepted liability therefor in writing) is entered or filed against Borrower or any of its Subsidiaries, or with respect to any of their respective assets, and either (a) such judgment, order, or award has not been discharged and there is a period of 30 consecutive days at any time after the entry of any such judgment, order, or award during which a stay of enforcement thereof is not in effect, or (b) enforcement proceedings are commenced upon such judgment, order, or award;

8.4 If an Insolvency Proceeding is commenced by Borrower or any of its Subsidiaries;

8.5 If an Insolvency Proceeding is commenced against Borrower or any of its Subsidiaries and any of the following events occur: (a) Borrower or such Subsidiary consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within 60 calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, Borrower or its Subsidiary, or (e) an order for relief shall have been issued or entered therein;

8.6 If Borrower or any of its Subsidiaries is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of its business affairs;

8.7 If there is a default in one or more agreements to which Borrower or any of its Subsidiaries is a party with one or more third Persons relative to Borrower’s or any of its Subsidiaries’ Indebtedness involving

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an aggregate amount of $1,000,000 or more, and such default (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by such third Person, irrespective of whether exercised, to accelerate the maturity of Borrower’s or its Subsidiary’s obligations thereunder;

8.8 If any warranty, representation, statement, or Record made herein or in any other Loan Document or delivered in writing to Agent or any Lender in connection with this Agreement or any other Loan Document proves to be untrue in any material respect (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of the date of issuance or making or deemed making thereof;

8.9 If the Security Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease to create a valid and perfected and, except to the extent permitted by the terms hereof or thereof, first priority Lien on the Collateral covered thereby, except as a result of a disposition of the applicable Collateral in a transaction permitted under this Agreement; or

8.10 Any provision of any Loan Document shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof shall be contested by Borrower or its Subsidiaries, or a proceeding shall be commenced by Borrower or its Subsidiaries, or by any Governmental Authority having jurisdiction over Borrower or its Subsidiaries, seeking to establish the invalidity or unenforceability thereof, or Borrower or its Subsidiaries shall deny that Borrower or its Subsidiaries has any liability or obligation purported to be created under any Loan Document.

9. RIGHTS AND REMEDIES.

9.1 Rights and Remedies. Upon the occurrence and during the continuation of an Event of Default, Agent may, and, at the instruction of the Required Lenders, shall, in each case by written notice to Borrower and in addition to any other rights or remedies provided for hereunder or under any other Loan Document or by applicable law, do any one or more of the following on behalf of the Lender Group:

(a) declare the Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable, whereupon the same shall become and be immediately due and payable, without presentment, demand, protest, or further notice or other requirements of any kind, all of which are hereby expressly waived by Borrower; and

(b) declare the Commitments terminated, whereupon the Commitments shall immediately be terminated together with any obligation of any Lender hereunder to make Advances and the obligation of the Issuing Lender to issue Letters of Credit.

The foregoing to the contrary notwithstanding, upon the occurrence of any Event of Default described in Section 8.4 or Section 8.5, in addition to the remedies set forth above, without any notice to Borrower or any other Person or any act by the Lender Group, the Commitments shall automatically terminate and the Obligations then outstanding, together with all accrued and unpaid interest thereon and all fees and all other amounts due under this Agreement and the other Loan Documents, shall automatically and immediately become due and payable, without presentment, demand, protest, or notice of any kind, all of which are expressly waived by Borrower.

9.2 Remedies Cumulative. The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all other agreements shall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed an election, and no waiver by the Lender Group of any Event of Default shall be deemed a continuing waiver. No delay by the Lender Group shall constitute a waiver, election, or acquiescence by it.

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10. WAIVERS; INDEMNIFICATION.

10.1 Demand; Protest; etc. Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper, and guarantees at any time held by the Lender Group on which Borrower may in any way be liable.

10.2 The Lender Group’s Liability for Collateral. Borrower hereby agrees that: (a) so long as Agent complies with its obligations, if any, under the Code, the Lender Group shall not in any way or manner be liable or responsible for: (i) the safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii) any diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by Borrower.

10.3 Indemnification. Borrower shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons, and each Participant (each, an “Indemnified Person”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection with or as a result of or related to the execution and delivery (provided that Borrower shall not be liable for costs and expenses (including attorneys fees) of any Lender (other than WFF) incurred in advising, structuring, drafting, reviewing, administering or syndicating the Loan Documents), enforcement, performance, or administration (including any restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated hereby or thereby or the monitoring of Borrower’s and its Subsidiaries’ compliance with the terms of the Loan Documents (other than disputes solely between the Lenders), (b) with respect to any investigation, litigation, or proceeding related to this Agreement, any other Loan Document, or the use of the proceeds of the credit provided hereunder (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto, and (c) in connection with or arising out of any presence or release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by Borrower or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities and Costs or Remedial Actions related in any way to any such assets or properties of Borrower or any of its Subsidiaries (each and all of the foregoing, the “Indemnified Liabilities”). The foregoing to the contrary notwithstanding, Borrower shall have no obligation to any Indemnified Person under this Section 10.3 with respect to any Indemnified Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person or its officers, directors, employees, attorneys, or agents. This provision shall survive the termination of this Agreement and the repayment of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which Borrower was required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrower with respect thereto. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.

11. NOTICES.

Unless otherwise provided in this Agreement, all notices or demands relating to this Agreement or any other Loan Document shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses as a party may designate in accordance herewith), or telefacsimile. In the case of notices or demands to Borrower or Agent, as the case may be, they shall be sent to the respective address set forth below:

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If to Borrower:	POWERWAVE TECHNOLOGIES, INC.
	1801 East St. Andrew Place
	Santa Ana, CA 92705
	Attn: Tom Spaeth, Corporate Treasurer
	Fax No.: (714) 466-5801
with copies to:	STRADLING YOCCA CARLSON & RAUTH
	660 Newport Center Drive, Suite 1600
	Newport Beach, CA 92651
	Attn: Mark L. Skaist, Esq.
	Fax No.: (949) 725-4100
If to Agent:	WELLS FARGO FOOTHILL, LLC
	2450 Colorado Avenue, Suite 3000 West
	Santa Monica, CA 90404
	Attn: Business Finance Division Manager
	Fax No.: (310) 453-7413
with copies to:	PAUL, HASTINGS, JANOFSKY & WALKER LLP
	515 S. Flower Street
	Twenty-fifth Floor
	Los Angeles, CA 90071
	Attn: John Francis Hilson, Esq.

Any party hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other party. All notices or demands sent in accordance with this Section 11, shall be deemed received on the earlier of the date of actual receipt or 3 Business Days after the deposit thereof in the mail; provided, that (a) notices sent by overnight courier service shall be deemed to have been given when received, (b) notices by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening on business on the next Business Day for the recipient) and (c) notices by electronic mail shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgment).

12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

(a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO 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 AGREEMENT AND THE OTHER LOAN DOCUMENTS

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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 12(b).

(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 AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

13. ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.

13.1 Assignments and Participations.

(a) With the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees (each an “Assignee”; provided that neither Borrower nor any Affiliate of Borrower shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by the Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500.

(b) From and after the date that Agent notifies the assigning Lender (with a copy to Borrower) that it has received an executed Assignment and Acceptance and, if applicable, payment of the required processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 10.3 hereof) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance

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covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation among Borrower, the assigning Lender, and the Assignee; provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Section 15 and Section 17.9(a) of this Agreement.

(c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d) Immediately upon Agent’s receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender pursuant to Section 13.1(b), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto.

(e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “Participant”) participating interests in all or any portion of its Obligations, its Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower hereunder shall be determined as if such

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Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections of Borrower or its Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves.

(f) In connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 17.9, disclose all documents and information which it now or hereafter may have relating to Borrower and its Subsidiaries and their respective businesses.

(g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

13.2 Successors. This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, however, that Borrower may not assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder and thereunder pursuant to Section 13.1 hereof and, except as expressly required pursuant to Section 13.1 hereof, no consent or approval by Borrower is required in connection with any such assignment.

14. AMENDMENTS; WAIVERS.

14.1 Amendments and Waivers.

(a) No amendment, waiver or other modification of any provision of this Agreement or any other Loan Document (other than Bank Product Agreements or the Fee Letter), and no consent with respect to any departure by Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and Borrower and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders directly affected thereby and Borrower, do any of the following:

(i) increase the amount of or extend the expiration date of any Commitment of any Lender,

(ii) postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other amounts due hereunder or under any other Loan Document,

(iii) reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other amounts payable hereunder or under any other Loan Document (except (y) in connection with the waiver of applicability of Section 2.6(c) (which waiver shall be effective with the written consent of the Required Lenders), and (z) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or a reduction of fees for purposes of this clause (iii)),

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(iv) amend or modify this Section or any provision of this Agreement providing for consent or other action by all Lenders,

(v) other than as permitted by Section 15.11, release Agent’s Lien in and to any of the Collateral,

(vi) change the definition of “Required Lenders” or “Pro Rata Share”,

(vii) contractually subordinate any of the Agent’s Liens,

(viii) other than in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the terms hereof or the other Loan Documents, release Borrower or any Guarantor from any obligation for the payment of money or consent to the assignment or transfer by the Borrower or any Guarantor of any of its rights or duties under this Agreement or the other Loan Documents,

(ix) amend any of the provisions of Section 2.4(b)(i) or (ii),

(x) amend Section 13.1(a) to permit Borrower or an Affiliate of Borrower to be permitted to become an Assignee,

(xi) change the definition of Borrowing Base or any of the defined terms (including the definitions of Eligible Accounts, Eligible Foreign Accounts and Collections) that are used in such definition to the extent that any such change results in more credit being made available to Borrower based upon the Borrowing Base, or amend Section 2.1(c), or

(xii) except pursuant to Section 2.14, change the definition of Maximum Revolver Amount,

(b) No amendment, waiver, modification, or consent shall amend, modify, or waive (i) the definition of, or any of the terms or provisions of, the Fee Letter, without the written consent of Agent and Borrower (and shall not require the written consent of any of the Lenders), and (ii) any provision of Section 15 pertaining to Agent, or any other rights or duties of Agent under this Agreement or the other Loan Documents, without the written consent of Agent, Borrower, and the Required Lenders,

(c) No amendment, waiver, modification, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents pertaining to Issuing Lender, or any other rights or duties of Issuing Lender under this Agreement or the other Loan Documents, without the written consent of Issuing Lender, Agent, Borrower, and the Required Lenders,

(d) No amendment, waiver, modification, or consent shall amend, modify, or waive any provision of this Agreement or the other Loan Documents pertaining to Swing Lender, or any other rights or duties of Swing Lender under this Agreement or the other Loan Documents, without the written consent of Swing Lender, Agent, Borrower, and the Required Lenders,

(e) Anything in this Section 14.1 to the contrary notwithstanding, any amendment, modification, waiver, consent, termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the relationship of the Lender Group among themselves, and that does not affect the rights or obligations of Borrower, shall not require consent by or the agreement of Borrower.

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14.2 Replacement of Holdout Lender.

(a) If any action to be taken by the Lender Group or Agent hereunder requires the unanimous consent, authorization, or agreement of all Lenders and if such action has received the consent, authorization, or agreement of the Required Lenders but not all of the Lenders, then Agent, upon at least 5 Business Days prior irrevocable notice, may permanently replace any Lender (a “Holdout Lender”) that failed to give its consent, authorization, or agreement with one or more Replacement Lenders, and the Holdout Lender shall have no right to refuse to be replaced hereunder. Such notice to replace the Holdout Lender shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given.

(b) Prior to the effective date of such replacement, the Holdout Lender and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Holdout Lender being repaid its share of the outstanding Obligations (including an assumption of its Pro Rata Share of the Risk Participation Liability) without any premium or penalty of any kind whatsoever. If the Holdout Lender shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, the Holdout Lender shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Holdout Lender shall be made in accordance with the terms of Section 13.1. Until such time as the Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Holdout Lender hereunder and under the other Loan Documents, the Holdout Lender shall remain obligated to make the Holdout Lender’s Pro Rata Share of Advances and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of the Risk Participation Liability of such Letter of Credit.

14.3 No Waivers; Cumulative Remedies. No failure by Agent or any Lender to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver by Agent or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s rights thereafter to require strict performance by Borrower of any provision of this Agreement. Agent’s and each Lender’s rights under this Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent or any Lender may have.

15. AGENT; THE LENDER GROUP.

15.1 Appointment and Authorization of Agent. Each Lender hereby designates and appoints WFF as its representative under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as such on the express conditions contained in this Section 15. The provisions of this Section 15 are solely for the benefit of Agent and the Lenders, and Borrower and its Subsidiaries shall have no rights as a third party beneficiary of any of the provisions contained herein. Any provision to the contrary contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent; it being expressly understood and agreed that the use of the word “Agent” is for convenience only, that WFF is merely the representative of the Lenders, and only has the contractual duties set forth herein. Except as expressly otherwise provided in this Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise

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the following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices, ledgers and records reflecting the status of the Obligations, the Collateral, the Collections of Borrower and its Subsidiaries, and related matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents, instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, (c) make Advances, for itself or on behalf of Lenders, as provided in the Loan Documents, (d) exclusively receive, apply, and distribute the Collections of Borrower and its Subsidiaries as provided in the Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate in accordance with the Loan Documents for the foregoing purposes with respect to the Collateral and the Collections of Borrower and its Subsidiaries, (f) perform, exercise, and enforce any and all other rights and remedies of the Lender Group with respect to Borrower or its Subsidiaries, the Obligations, the Collateral, the Collections of Borrower and its Subsidiaries, or otherwise related to any of same as provided in the Loan Documents, and (g) incur and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and powers pursuant to the Loan Documents.

15.2 Delegation of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection was made without gross negligence or willful misconduct.

15.3 Liability of Agent. None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by Borrower or any of its Subsidiaries or Affiliates, or any officer or director thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of Borrower or its Subsidiaries or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the books and records or properties of Borrower or its Subsidiaries.

15.4 Reliance by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrower or counsel to any Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence of the Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the requisite Lenders and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

15.5 Notice of Default or Event of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to Agent for the account of the Lenders and, except

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with respect to Events of Default of which Agent has actual knowledge, unless Agent shall have received written notice from a Lender or Borrower referring to this Agreement, describing such Default or Event of Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender shall be solely responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such action with respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 8; provided, however, that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable.

15.6 Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower or any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower or any other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower or any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.

15.7 Costs and Expenses; Indemnification. Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents, including court costs, attorneys fees and expenses, fees and expenses of financial accountants, advisors, consultants, and appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or insurance premiums paid to maintain the Collateral, whether or not Borrower is obligated to reimburse Agent or Lenders for such expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from the Collections of Borrower and its Subsidiaries received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the distribution of any amounts to Lenders. In the event Agent is not reimbursed for such costs and expenses by Borrower or its Subsidiaries, each Lender hereby agrees that it is and shall be obligated to pay to Agent such Lender’s Pro Rata Share thereof. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), according to their Pro Rata Shares, from and against any and all Indemnified Liabilities; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any Defaulting Lender in failing to make an Advance or other extension of credit hereunder. Without limitation of the foregoing, each Lender shall reimburse Agent upon demand for such Lender’s Pro Rata Share of any costs or out of pocket expenses (including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment, or enforcement

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(whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.

15.8 Agent in Individual Capacity. WFF and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in, and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Borrower and its Subsidiaries and Affiliates and any other Person party to any Loan Documents as though WFF were not Agent hereunder, and, in each case, without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge that, pursuant to such activities, WFF or its Affiliates may receive information regarding Borrower or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Borrower or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide such information to them. The terms “Lender” and “Lenders” include WFF in its individual capacity.

15.9 Successor Agent. Agent may resign as Agent upon 30 days prior written notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrower (unless such notice is waived by Borrower). If Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is continuing) the consent of Borrower (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor Agent for the Lenders. If, at the time that Agent’s resignation is effective, it is acting as the Issuing Lender or the Swing Lender, such resignation shall also operate to effectuate its resignation as the Issuing Lender or the Swing Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit or make Swing Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after consulting with the Lenders and Borrower, a successor Agent. If Agent has materially breached or failed to perform any material provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a successor Agent from among the Lenders. In any such event, upon the acceptance of its appointment as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the term “Agent” shall mean such successor Agent and the retiring Agent’s appointment, powers, and duties as Agent shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 15 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.

15.10 Lender in Individual Capacity. Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting, or other business with Borrower and its Subsidiaries and Affiliates and any other Person party to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of the Lender Group. The other members of the Lender Group acknowledge that, pursuant to such activities, such Lender and its respective Affiliates may receive information regarding Borrower or its Affiliates or any other Person party to any Loan Documents that is subject to confidentiality obligations in favor of Borrower or such other Person and that prohibit the disclosure of such information to the Lenders, and the Lenders acknowledge that, in such circumstances (and in the absence of a waiver of such confidentiality obligations, which waiver such Lender will use its reasonable best efforts to obtain), such Lender shall not be under any obligation to provide such information to them.

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15.11 Collateral Matters.

(a) The Lenders hereby irrevocably authorize Agent, at its option and in its sole discretion, to release any Lien on any Collateral (i) upon the termination of the Commitments and payment and satisfaction in full by Borrower of all Obligations, (ii) constituting property being sold or disposed of if a release is required or desirable in connection therewith and if Borrower certifies to Agent that the sale or disposition is permitted under Section 6.4 of this Agreement or the other Loan Documents (and Agent may rely conclusively on any such certificate, without further inquiry), (iii) constituting property in which Borrower or its Subsidiaries owned no interest at the time the Agent’s Lien was granted nor at any time thereafter, or (iv) constituting property leased to Borrower or its Subsidiaries under a lease that has expired or is terminated in a transaction permitted under this Agreement. Except as provided above, Agent will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release is of all or substantially all of the Collateral, all of the Lenders, or (z) otherwise, the Required Lenders. Upon request by Agent or Borrower at any time, the Lenders will confirm in writing Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.11; provided, however, that (1) Agent shall not be required to execute any document necessary to evidence such release on terms that, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation, or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of Borrower in respect of) all interests retained by Borrower, including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

(b) Agent shall have no obligation whatsoever to any of the Lenders to assure that the Collateral exists or is owned by Borrower or its Subsidiaries or is cared for, protected, or insured or has been encumbered, or that the Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, or enforced or are entitled to any particular priority, or to exercise at all or in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights, authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein, Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender as to any of the foregoing, except as otherwise provided herein.

15.12 Restrictions on Actions by Lenders; Sharing of Payments.

(a) Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to Borrower or its Subsidiaries or any deposit accounts of Borrower or its Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document against Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.

(b) If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant to the terms of this Agreement, or (ii) payments from Agent in excess of such Lender’s Pro Rata Share of all such distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in kind, and with such endorsements as may be required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among

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the Lenders in accordance with their Pro Rata Shares; provided, however, that to the extent that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in connection with the recovery of the excess payment.

15.13 Agency for Perfection. Agent hereby appoints each other Lender as its agent (and each Lender hereby accepts such appointment) for the purpose of perfecting the Agent’s Liens in assets which, in accordance with Article 8 or Article 9, as applicable, of the Code can be perfected by possession or control. Should any Lender obtain possession or control of any such Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver possession or control of such Collateral to Agent or in accordance with Agent’s instructions.

15.14 Payments by Agent to the Lenders. All payments to be made by Agent to the Lenders shall be made by bank wire transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by written notice to Agent. Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof) represents principal, premium, fees, or interest of the Obligations.

15.15 Concerning the Collateral and Related Loan Documents. Each member of the Lender Group authorizes and directs Agent to enter into this Agreement and the other Loan Documents. Each member of the Lender Group agrees that any action taken by Agent in accordance with the terms of this Agreement or the other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.

15.16 Audits and Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information. By becoming a party to this Agreement, each Lender:

(a) is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field audit or examination report respecting Borrower or its Subsidiaries (each a “Report” and collectively, “Reports”) prepared by or at the request of Agent, and Agent shall so furnish each Lender with such Reports,

(b) expressly agrees and acknowledges that Agent does not (i) make any representation or warranty as to the accuracy of any Report, and (ii) shall not be liable for any information contained in any Report,

(c) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party performing any audit or examination will inspect only specific information regarding Borrower and its Subsidiaries and will rely significantly upon Borrower’s and its Subsidiaries’ books and records, as well as on representations of Borrower’s personnel,

(d) agrees to keep all Reports and other material, non-public information regarding Borrower and its Subsidiaries and their operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 17.9, and

(e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and any other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion the indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the indemnifying Lender has made or may make to Borrower, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a loan or loans of Borrower, and (ii) to pay and protect, and indemnify, defend and hold Agent, and any such other Lender preparing a Report harmless from and against, the claims, actions,

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proceedings, damages, costs, expenses, and other amounts (including, attorneys fees and costs) incurred by Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

In addition to the foregoing: (x) any Lender may from time to time request of Agent in writing that Agent provide to such Lender a copy of any report or document provided by Borrower or its Subsidiaries to Agent that has not been contemporaneously provided by Borrower or such Subsidiary to such Lender, and, upon receipt of such request, Agent promptly shall provide a copy of same to such Lender, (y) to the extent that Agent is entitled, under any provision of the Loan Documents, to request additional reports or information from Borrower or its Subsidiaries, any Lender may, from time to time, reasonably request Agent to exercise such right as specified in such Lender’s notice to Agent, whereupon Agent promptly shall request of Borrower the additional reports or information reasonably specified by such Lender, and, upon receipt thereof from Borrower or such Subsidiary, Agent promptly shall provide a copy of same to such Lender, and (z) any time that Agent renders to Borrower a statement regarding the Loan Account, Agent shall send a copy of such statement to each Lender.

15.17 Several Obligations; No Liability. Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the part of Agent (if any) to make any credit available hereunder shall constitute the several (and not joint) obligations of the respective Lenders on a ratable basis, according to their respective Commitments, to make an amount of such credit not to exceed, in principal amount, at any one time outstanding, the amount of their respective Commitments. Nothing contained herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business, assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its Participants of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any obligation, duty, or liability to any Participant of any other Lender. Except as provided in Section 15.7, no member of the Lender Group shall have any liability for the acts of any other member of the Lender Group. No Lender shall be responsible to Borrower or any other Person for any failure by any other Lender to fulfill its obligations to make credit available hereunder, nor to advance for it or on its behalf in connection with its Commitment, nor to take any other action on its behalf hereunder or in connection with the financing contemplated herein.

16. WITHHOLDING TAXES.

(a) All payments made by Borrower hereunder or under any note or other Loan Document will be made without setoff, counterclaim, or other defense. In addition, all such payments will be made free and clear of, and without deduction or withholding for, any present or future Taxes, and in the event any deduction or withholding of Taxes is required, Borrower shall comply with the next sentence of this Section 16(a). If any Taxes are so levied or imposed, Borrower agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any amount paid pursuant to this Section 16(a) after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein; provided, however, that Borrower shall not be required to increase any such amounts if the increase in such amount payable results from Agent’s or such Lender’s own willful misconduct or gross negligence (as finally determined by a court of competent jurisdiction). Borrower will furnish to Agent as promptly as possible after the date the payment of any Tax is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Borrower.

(b) Borrower agrees to pay any present or future stamp, value added or documentary taxes or any other excise or property taxes, charges, or similar levies that arise from any payment made hereunder or from the execution, delivery, performance, recordation, or filing of, or otherwise with respect to this Agreement or any other Loan Document.

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(c) If a Lender or Participant is entitled to claim an exemption or reduction from United States withholding tax, such Lender or Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) one of the following before receiving its first payment under this Agreement:

(i) if such Lender or Participant is entitled to claim an exemption from United States withholding tax pursuant to its portfolio interest exception, (A) a statement of the Lender or Participant, signed under penalty of perjury, that it is not a (I) a “bank” as described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of Borrower (within the meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to Borrower within the meaning of Section 864(d)(4) of the IRC, and (B) a properly completed and executed IRS Form W-8BEN or Form W-8IMY (with proper attachments);

(ii) if such Lender or Participant is entitled to claim an exemption from, or a reduction of, withholding tax under a United States tax treaty, a properly completed and executed copy of IRS Form W-8BEN;

(iii) if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax because it is effectively connected with a United States trade or business of such Lender, a properly completed and executed copy of IRS Form W-8ECI;

(iv) if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding tax because such Lender or Participant serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY (with proper attachments); or

(v) a properly completed and executed copy of any other form or forms, including IRS Form W-9, as may be required under the IRC or other laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding tax.

Each Lender or Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and to promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(d) If a Lender or Participant claims an exemption from withholding tax in a jurisdiction other than the United States, such Lender or such Participant agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation only) any such form or forms, as may be required under the laws of such jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its first payment under this Agreement, but only if such Lender or such Participant is legally able to deliver such forms, provided, however, that nothing in this Section 16(d) shall require a Lender or Participant to disclose any information that it deems to be confidential (including without limitation, its tax returns). Each Lender and each Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously delivered forms and to promptly notify Agent (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.

(e) If a Lender or Participant claims exemption from, or reduction of, withholding tax and such Lender or Participant sells, assigns, grants a participation in, or otherwise transfers all or part of the Obligations of Borrower to such Lender or Participant, such Lender or Participant agrees to notify Agent (or, in the case of a sale of a participation interest, to the Lender granting the participation only) of the percentage amount in which it is no longer the beneficial owner of Obligations of Borrower to such Lender or Participant. To the extent of such percentage amount, Agent will treat such Lender’s or such Participant’s documentation provided pursuant to Section 16(c) or 16(d) as no longer valid. With respect to such percentage amount, such Participant or Assignee may provide new documentation, pursuant to Section 16(c) or 16(d), if applicable.

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Borrower agrees that each Participant shall be entitled to the benefits of this Section 16 with respect to its participation in any portion of the Commitments and the Obligations so long as such Participant complies with the obligations set forth in this Section 16 with respect thereto.

(f) If a Lender or a Participant is entitled to a reduction in the applicable withholding tax, Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any interest payment to such Lender or such Participant an amount equivalent to the applicable withholding tax after taking into account such reduction. If the forms or other documentation required by subsection (c) or (d) of this Section 16 are not delivered to Agent (or, in the case of a Participant, to the Lender granting the participation), then Agent (or, in the case of a Participant, to the Lender granting the participation) may withhold from any interest payment to such Lender or such Participant not providing such forms or other documentation an amount equivalent to the applicable withholding tax.

(g) If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent (or, in the case of a Participant, to the Lender granting the participation) did not properly withhold tax from amounts paid to or for the account of any Lender or any Participant due to a failure on the part of the Lender or any Participant (because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify Agent (or such Participant failed to notify the Lender granting the participation) of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless (or, in the case of a Participant, such Participant shall indemnify and hold the Lender granting the participation harmless) for all amounts paid, directly or indirectly, by Agent (or, in the case of a Participant, to the Lender granting the participation), as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent (or, in the case of a Participant, to the Lender granting the participation only) under this Section 16, together with all costs and expenses (including attorneys fees and expenses). The obligation of the Lenders and the Participants under this subsection shall survive the payment of all Obligations and the resignation or replacement of Agent.

(h) If Agent or a Lender reasonably determines that it has received a refund of any Taxes as to which it has been indemnified by Borrower or with respect to which Borrower has paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and is continuing, it shall pay over such refund to Borrower (but only to the extent of payments made, or additional amounts paid, by Borrower under this Section 16 with respect to Taxes giving rise to such a refund), net of all reasonable out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such a refund); provided, that Borrower, upon the request of Agent or such Lender, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges, imposed by the relevant Governmental Authority, other than such penalties, interest or other charges imposed as a result of the willful misconduct or gross negligence of Agent hereunder) to Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything in this Credit Agreement to the contrary, this Section 16 shall not be construed to require Agent or any Lender to make available its tax returns (or any other information which it deems confidential) to Borrower or any other Person.

17. GENERAL PROVISIONS.

17.1 Effectiveness. This Agreement shall be binding and deemed effective when executed by Borrower, Agent, and each Lender whose signature is provided for on the signature pages hereof.

17.2 Section Headings. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each Section applies equally to this entire Agreement.

17.3 Interpretation. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or Borrower, whether under any rule of construction or otherwise. On the

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contrary, this Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.

17.4 Severability of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

17.5 Bank Product Providers. Each Bank Product Provider shall be deemed a third party beneficiary hereof and of the provisions of the other Loan Documents for purposes of any reference in a Loan Document to the parties for whom Agent is acting; it being understood and agreed that the rights and benefits of such Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider’s right to share in payments and collections out of the Collateral as more fully set forth herein. In connection with any such distribution of payments and collections, Agent shall be entitled to assume no amounts are due to any Bank Product Provider unless such Bank Product Provider has notified Agent in writing of the amount of any such liability owed to it prior to such distribution.

17.6 Debtor-Creditor Relationship. The relationship between the Lenders and Agent, on the one hand, and Borrower, on the other hand, is solely that of creditor and debtor. No member of the Lender Group has (or shall be deemed to have) any fiduciary relationship or duty to Borrower arising out of or in connection with the Loan Documents or the transactions contemplated thereby, and there is no agency or joint venture relationship between the members of the Lender Group, on the one hand, and Borrower, on the other hand, by virtue of any Loan Document or any transaction contemplated therein.

17.7 Counterparts; Electronic Execution. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.

17.8 Revival and Reinstatement of Obligations. If the incurrence or payment of the Obligations by Borrower or Guarantor or the transfer to the Lender Group of any property should for any reason subsequently be asserted, or declared, to be void or voidable under any state or federal law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent conveyances, preferences, or other voidable or recoverable payments of money or transfers of property (each, a “Voidable Transfer”), and if the Lender Group is required to repay or restore, in whole or in part, any such Voidable Transfer, or elects to do so upon the reasonable advice of its counsel, then, as to any such Voidable Transfer, or the amount thereof that the Lender Group is required or elects to repay or restore, and as to all reasonable costs, expenses, and attorneys fees of the Lender Group related thereto, the liability of Borrower or Guarantor automatically shall be revived, reinstated, and restored and shall exist as though such Voidable Transfer had never been made.

17.9 Confidentiality.

(a) Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding Borrower and its Subsidiaries, their operations, assets, and existing and contemplated business plans shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent and the Lenders to Persons who are not parties to this Agreement, except: (i) to attorneys for and other advisors, accountants, auditors, and consultants to any member of the Lender Group, (ii) to Subsidiaries and Affiliates of any member of the Lender Group (including the Bank Product

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Providers), provided that any such Subsidiary or Affiliate shall have agreed to receive such information hereunder subject to the terms of this Section 17.9, (iii) as may be required by statute, decision, or judicial or administrative order, rule, or regulation, (iv) as may be agreed to in advance by Borrower in writing or as requested or required by any Governmental Authority pursuant to any subpoena or other legal process, (v) as to any such information that is or becomes generally available to the public (other than as a result of prohibited disclosure by Agent or the Lenders), (vi) in connection with any assignment, participation or pledge of any Lender’s interest under this Agreement, provided that any such assignee, participant, or pledgee shall have agreed in writing to receive such information hereunder subject to the terms of this Section, (vii) in connection with any litigation or other adversary proceeding involving parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of such parties under this Agreement or the other Loan Documents, and (viii) in connection with the exercise of any secured creditor remedy under this Agreement or under any other Loan Document. The provisions of this Section 17.9(a) shall survive for 2 years after the payment in full of the Obligations.

(b) Anything in this Agreement to the contrary notwithstanding, Agent may provide information concerning the terms and conditions of this Agreement and the other Loan Documents to loan syndication and pricing reporting services.

17.10 Lender Group Expenses. Borrower agrees to pay any and all Lender Group Expenses promptly after demand therefor by Agent and agrees that its obligations contained in this Section 17.10 shall survive payment or satisfaction in full of all other Obligations.

17.11 USA PATRIOT Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies the Borrower that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.

17.12 DESIGNATED SENIOR INDEBTEDNESS. THE INDEBTEDNESS EVIDENCED BY THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTES DESIGNATED SENIOR INDEBTEDNESS UNDER EACH OF THE 1.875% CONVERTIBLE NOTES INDENTURE AND THE 3.875% CONVERTIBLE NOTES INDENTURE.

17.13 Integration. This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before the date hereof.

[Signature pages to follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.

POWERWAVE TECHNOLOGIES, INC.,

a Delaware corporation

By:

Title:

WELLS FARGO FOOTHILL, LLC,

a Delaware limited liability company, as Agent and as a Lender

By:

Title:

EXHIBIT A-1

FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

This ASSIGNMENT AND ACCEPTANCE AGREEMENT (“Assignment Agreement”) is entered into as of                      between                      (“Assignor”) and                      (“Assignee”). Reference is made to the Agreement described in Annex I hereto (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.

1. In accordance with the terms and conditions of Section 13 of the Credit Agreement, the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and obligations under the Loan Documents as of the date hereof with respect to the Obligations owing to the Assignor, and Assignor’s portion of the Commitments, all to the extent specified on Annex I.

2. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim and (ii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment Agreement and to consummate the transactions contemplated hereby; (b) makes no representation or warranty and assumes no responsibility with respect to (i) any statements, representations or warranties made in or in connection with the Loan Documents, or (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under the Loan Documents or any other instrument or document furnished pursuant thereto; and (d) represents and warrants that the amount set forth as the [Purchase Price] on Annex I represents the amount owed by Borrower to Assignor with respect to Assignor’s share of the [Assigned Amount of Advances] Advances assigned hereunder, as reflected on Assignor’s books and records.

3. The Assignee (a) confirms that it has received copies of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement; (b) agrees that it will, independently and without reliance upon Agent, Assignor, or any other Lender, based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Loan Documents; (c) appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (d) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; [and (e) attaches the properly completed and duly executed forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Credit Agreement or such other documents as are necessary to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty.]

4. Following the execution of this Assignment Agreement by the Assignor and Assignee, the Assignor will deliver this Assignment Agreement to Agent for recording by Agent. The effective date of this Assignment (the “Settlement Date”) shall be the latest to occur of (a) the date of the execution and delivery hereof by the Assignor and the Assignee, (b) the receipt by Agent for its sole and separate account a processing fee in the amount of $3,500, (c) the receipt of any required consent of the Agent, and (d) the date specified as the Settlement Date in Annex I.

5. As of the Settlement Date (a) the Assignee shall be a party to the Credit Agreement and, to the extent of the interest assigned pursuant to this Assignment Agreement, have the rights and obligations of a Lender thereunder and under the other Loan Documents, and (b) the Assignor shall, to the extent of the interest assigned pursuant to this Assignment Agreement, relinquish its rights and be released from its obligations under the Credit Agreement and the other Loan Documents, provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Article 15 and Article 16 of the Credit Agreement.

6. Upon the Settlement Date, Assignee shall pay to Assignor the Purchase Price (as set forth in Annex I). From and after the Settlement Date, Agent shall make all payments that are due and payable to the holder of the interest assigned hereunder (including payments of principal, interest, fees and other amounts) to Assignor for amounts which have accrued up to but excluding the Settlement Date and to Assignee for amounts which have accrued from and after the Settlement Date. On the Settlement Date, Assignor shall pay to Assignee an amount equal to the portion of any interest, fee, or any other charge that was paid to Assignor prior to the Settlement Date on account of the interest assigned hereunder and that are due and payable to Assignee with respect thereto, to the extent that such interest, fee or other charge relates to the period of time from and after the Settlement Date.

7. This Assignment Agreement may be executed in counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. This Assignment Agreement may be executed and delivered by telecopier or other electronic means of transmission all with the same force and effect as if the same were a fully executed and delivered original manual counterpart.

8. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement and Annex I hereto to be executed by their respective officers, as of the first date written above.

[NAME OF ASSIGNOR] as Assignor
By
	Name:
	Title:
[NAME OF ASSIGNEE] as Assignee
By
	Name:
	Title:

ACCEPTED THIS      DAY OF              WELLS FARGO FOOTHILL, LLC,
a Delaware limited liability company, as Agent
By
	Name:
	Title:

ANNEX FOR ASSIGNMENT AND ACCEPTANCE

ANNEX I

1.	Borrower: Powerwave Technologies, Inc.
2.	Name and Date of Credit Agreement:
		Credit Agreement, dated as of April 3, 2009, by and among Borrower, the lenders from time to time a party thereto (the “Lenders”), Wells Fargo Foothill, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders
3.	Date of Assignment Agreement:
4.	Amounts:
	a.	Assigned Amount of Revolver Commitment	$
	b.	Assigned Amount of Advances	$
5.	Settlement Date:
6.	Purchase Price		$
7.	Notice and Payment Instructions, etc.

Assignee: Assignor:

FORM OF BORROWING BASE CERTIFICATE

Wells Fargo Foothill, LLC, as Agent

2450 Colorado Avenue, Suite 3000 West

Santa Monica, CA 90404

Attn: Business Finance Division Manager

Fax No.: (310) 453-7413

The undersigned, Powerwave Technologies, Inc. (“Borrower”), pursuant to Schedule 5.2 of that certain Credit Agreement dated as of April 3, 2009 (as amended, restated, modified, supplemented, refinanced, renewed, or extended from time to time, the “Credit Agreement”), entered into among Borrower, the lenders signatory thereto from time to time and Wells Fargo Foothill, LLC, a Delaware limited liability company as the arranger and administrative agent (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), hereby certifies to Agent that the following items, calculated in accordance with the terms and definitions set forth in the Credit Agreement for such items are true and correct, and that Borrower is in compliance with and, after giving effect to any currently requested Advances, will be in compliance with, the terms, conditions, and provisions of the Credit Agreement.

All initially capitalized terms used in this Borrowing Base Certificate have the meanings set forth in the Credit Agreement unless specifically defined herein.

[Remainder of page intentionally left blank.]

Effective Date of Calculation:
A.	Borrowing Base Calculation
	1.	Eligible Accounts
		a.	(i)	85% of Eligible Accounts1	$
			(ii)	85% of Eligible Foreign Accounts2	$
			(iii)	the amount, if any, of the Dilution Reserve	$
			(iv)	Item 1.a.(i) plus Item 1.a(ii) minus Item 1.a.(iii)	$
		b.	an amount equal to Borrower’s Collections with respect to Accounts for the immediately preceding 90 day period		$
		c.	The lesser of Items 1.a. and 1.b.			$
	2.	Reserves
		a.	Bank Products Reserve		$
		b.	the sum of the aggregate amount of reserves, if any, established by Agent under Section 2.1(b) of the Credit Agreement		$
		c.	Sum of Items 2.a. and 2.b.			$
	3.	Borrowing Base (Item 1.c. minus Item 2.c.):				$

¹ See Annex A

² See Annex B

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	4.	Availability Calculation
		a.	(i)	Maximum Revolver Amount	$	50,000,000
			(ii)	Letter of Credit Usage	$
			(iii)	outstanding Advances	$
			(iv)	Item 4.a.(i) minus Item 4.a.(ii) and Item 4.a.(iii)	$
		b.	(i)	Borrowing Base (from Item 1.c)	$
			(ii)	Letter of Credit Usage	$
			(iii)	outstanding Advances	$
			(iv)	Item 4.b.(i) minus Item 4.b.(ii) and Item 4.b.(iii)	$
		c.	lesser of Item 4.a. and 4.b.				$
B.	Letters of Credit Calculation
	1.	maximum Letter of Credit amount (from Section 2.11(a)(iii) of Credit Agreement					$	30,000,000
	2.	L/Cs permitted under Borrowing Base
		a.	Borrowing Base (from Section A, Item 1.c)		$
		b.	Amount of current outstanding Advances		$
		c.	Item 2.a. minus Item 2.b.				$
	3.	L/Cs permitted under Maximum Revolver Amount
		a.	Maximum Revolver Amount		$
		b.	Amount of current outstanding Advances		$
		c.	Item 3.a. minus Item 3.b.				$
	4.	Letter of Credit Usage plus the amount of any proposed Letters of Credit					$
	5.	No L/C Availability if Item 4 is greater than Item 1, Item 2.c. or Item 3.c.					$

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Additionally, the undersigned hereby certifies and represents and warrants to the Lender Group on behalf of Borrower that (i) as of the date hereof, each representation or warranty contained in or pursuant to any Loan Document, any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, and as of the effective date of any advance, continuation or conversion requested above is true and correct in all material respects (except to the extent any representation or warranty expressly related to an earlier date), (ii) each of the covenants and agreements contained in any Loan Document have been performed (to the extent required to be performed on or before the date hereof or each such effective date), (iii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above, and (iv) all of the foregoing is true and correct as of the effective date of the calculations set forth above and that such calculations have been made in accordance with the requirements of the Credit Agreement.

POWERWAVE TECHNOLOGIES, INC.,

as Borrower

By:

Title:

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Annex A

Accounts (other than Eligible Foreign Accounts) created by Borrower in the ordinary course arising out of Borrower’s sale of goods or rendition of services complying with each of the representations and warranties respecting Eligible Accounts made in the Loan Documents, calculated net of customer deposits and unapplied cash		$
less (without duplication)
Accounts that (i) the Account Debtor has failed to pay within 120 days of original invoice date, (ii) Accounts with selling terms of more than 90 days or (iii) are past due by more than (A) 60 days with respect to Accounts with selling terms of 60 days or less or (B) 30 days with respect to Accounts with selling terms of more than 60 days.	$
Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under the immediately preceding clause.	$
Accounts with respect to which the Account Debtor is an Affiliate of Borrower or an employee or agent of Borrower or any Affiliate of Borrower.	$
Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional.	$
Accounts that are not payable in Dollars or Euros.	$
Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States, or (ii) is not organized under the laws of the United States or any state thereof, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (y) the Account is supported by an irrevocable letter of credit reasonably satisfactory to Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to Agent and is directly drawable by Agent, or (z) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Agent.	$

Accounts with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which Borrower has complied, to the reasonable satisfaction of Agent, with the Assignment of Claims Act, 31 USC § 3727), or (ii) any state of the United States.	$
Accounts with respect to which (i) the Account Debtor (or its Affiliates) is a creditor of Borrower, (ii) the Account Debtor (or its Affiliates) has or has asserted a right of setoff, (iii) Borrower or one of its Subsidiaries has agreed that the Account Debtor (or its Affiliates) has a right of setoff, or (iv) the Account Debtor (or its Affiliates) has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of setoff, or dispute (as applicable).	$
Accounts with respect to an Account Debtor and its Affiliates (other than Nokia, Alcatel or Ericsson) whose total obligations owing to Borrower exceed 10% (such percentage, as applied to a particular Account Debtor and its Affiliates, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor or its Affiliates deteriorates) of the obligations in respect of all Eligible Accounts and Eligible Foreign Accounts, to the extent of the obligations owing by such Account Debtor and its Affiliates in excess of such percentage; provided, however, that, in each case, the amount of Eligible Accounts and Eligible Foreign Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts and Eligible Foreign Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit.	$
Accounts with respect to Nokia to the extent that the obligations owing by Nokia exceed 40% (such percentage, as applied to Nokia, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of Nokia deteriorates) of the obligations in respect of all Eligible Accounts and Eligible Foreign Accounts; provided, however, that the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts and Eligible Foreign Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit.	$

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Accounts with respect to Alcatel to the extent that the obligations owing by Alcatel exceed the Alcatel Percentage (such percentage, as applied to Alcatel, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of Alcatel deteriorates) of the obligations in respect of all Eligible Accounts and Eligible Foreign Accounts; provided, however, that the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts and Eligible Foreign Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit.	$
Accounts with respect to Ericsson to the extent that the obligations owing by Ericsson exceed 20% (such percentage, as applied to Ericsson, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of Ericsson deteriorates) of the obligations in respect of all Eligible Accounts and Eligible Foreign Accounts; provided, however, that the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts and Eligible Foreign Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit.	$
Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor.	$
Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful by reason of the Account Debtor’s financial condition.	$
Accounts that are not subject to a valid and perfected first priority Agent’s Lien.	$
Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor.	$
Accounts with respect to which the Account Debtor (or its Affiliates) is a Sanctioned Person or Sanctioned Entity.	$
Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by Borrower of the subject contract for goods or services.	$
Total Excluded Accounts	$
Eligible Accounts (Total Accounts less Total Excluded Accounts):	$

- 7 -

Annex B

Accounts (other than Eligible Accounts) created in the ordinary course arising out of sale of goods or rendition of services complying with each of the representations and warranties respecting Eligible Foreign Accounts made in the Loan Documents, calculated net of customer deposits and unapplied cash		$
less (without duplication)
Accounts that (i) the Account Debtor has failed to pay within 120 days of original invoice date, (ii) Accounts with selling terms of more than 90 days or (iii) are past due by more than (A) 60 days with respect to Accounts with selling terms of 60 days or less or (B) 30 days with respect to Accounts with selling terms of more than 60 days.	$
Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under the immediately preceding clause.	$
Accounts with respect to which the Account Debtor is not an Eligible Foreign Account Debtor.	$
Accounts with respect to which the Account Debtor is an Affiliate of Borrower or an employee or agent of Borrower or any Affiliate of Borrower.	$
Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional.	$
Accounts that are not payable in Dollars, Euros or Pounds.	$
Accounts with respect to which the Account Debtor is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof.	$

Accounts with respect to which (i) the Account Debtor (or its Affiliates) is a creditor of Borrower, (ii) the Account Debtor (or its Affiliates) has or has asserted a right of setoff, (iii) Borrower or one of its Subsidiaries has agreed that the Account Debtor (or its Affiliates) has a right of setoff, or (iv) the Account Debtor (or its Affiliates) has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of setoff, or dispute (as applicable).	$
Accounts with respect to an Account Debtor and its Affiliates (other than Nokia, Alcatel or Ericsson) whose total obligations owing to Borrower exceed 10% (such percentage, as applied to a particular Account Debtor and its Affiliates, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor or its Affiliates deteriorates) of the obligations in respect of all Eligible Accounts and Eligible Foreign Accounts, to the extent of the obligations owing by such Account Debtor and its Affiliates in excess of such percentage; provided, however, that, in each case, the amount of Eligible Foreign Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts and Eligible Foreign Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit.	$
Accounts with respect to Nokia to the extent that the obligations owing by Nokia exceed 40% (such percentage, as applied to Nokia, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of Nokia deteriorates) of the obligations in respect of all Eligible Accounts and Eligible Foreign Accounts; provided, however, that the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts and Eligible Foreign Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit.	$
Accounts with respect to Alcatel to the extent that the obligations owing by Alcatel exceed the Alcatel Percentage (such percentage, as applied to Alcatel, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of Alcatel deteriorates) of the obligations in respect of all Eligible Accounts and Eligible Foreign Accounts; provided, however, that the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts and Eligible Foreign Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit.	$

- 10 -

Accounts with respect to Ericsson to the extent that the obligations owing by Ericsson exceed 20% (such percentage, as applied to Ericsson, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of Ericsson deteriorates) of the obligations in respect of all Eligible Accounts and Eligible Foreign Accounts; provided, however, that the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts and Eligible Foreign Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit.	$
Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor.	$
Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful by reason of the Account Debtor’s financial condition.	$
Accounts that are not lawfully owned by Borrower or that are not subject to a valid and perfected first priority Agent’s Lien.	$
Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor.	$
Accounts with respect to which the Account Debtor (or its Affiliates) is a Sanctioned Person or Sanctioned Entity.	$
Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by Borrower of the subject contract for goods or services.	$
Total Excluded Accounts		$
Eligible Foreign Accounts (Total Accounts less Total Excluded Accounts):		$

- 11 -

EXHIBIT C-1

FORM OF COMPLIANCE CERTIFICATE

[on Borrower’s letterhead]

To:	Wells Fargo Foothill, LLC
	2450 Colorado Avenue
	Suite 3000 West
	Santa Monica, California 90404
	Attn: Business Finance Division Manager

Re: Compliance Certificate dated                 

Ladies and Gentlemen:

Reference is made to that certain CREDIT AGREEMENT (the “Credit Agreement”) dated as of April 3, 2009, by and among the lenders identified on the signature pages thereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (“Agent”), and POWERWAVE TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”.) Capitalized terms used in this Compliance Certificate have the meanings set forth in the Credit Agreement unless specifically defined herein.

Pursuant to Schedule 5.1 of the Credit Agreement, the undersigned officer of Borrower hereby certifies that:

1. The financial information of Borrower and its Subsidiaries furnished in Schedule 1 attached hereto, has been prepared in accordance with GAAP (except for year-end adjustments and the lack of footnotes), and fairly presents in all material respects the financial condition of Borrower and its Subsidiaries.

2. Such officer has reviewed the terms of the Credit Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Borrower and its Subsidiaries during the accounting period covered by the financial statements delivered pursuant to Schedule 5.1 of the Credit Agreement.

3. Such review has not disclosed the existence on and as of the date hereof, and the undersigned does not have knowledge of the existence as of the date hereof, of any event or condition that constitutes a Default or Event of Default, except for such conditions or events listed on Schedule 2 attached hereto, specifying the nature and period of existence thereof and what action Borrower and its Subsidiaries have taken, are taking, or propose to take with respect thereto.

4. The representations and warranties of Borrower and its Subsidiaries set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof (except to the extent they relate to a specified date), except as set forth on Schedule 3 attached hereto.

5. Borrower and its Subsidiaries are in compliance with the applicable covenants contained in Section 7 of the Credit Agreement as demonstrated on Schedule 4 hereof.

IN WITNESS WHEREOF, this Compliance Certificate is executed by the undersigned this             day of             ,             .

POWERWAVE TECHNOLOGIES, INC.

By:

Name:

Title:

SCHEDULE 1

Financial Information

SCHEDULE 2

Default or Event of Default

SCHEDULE 3

Representations and Warranties

SCHEDULE 4

Financial Covenants

1. Minimum EBITDA.

Borrower’s EBITDA, measured on a month-end basis, for the month period ending             ,             is $            , which amount [is/is not] greater than or equal to the amount set forth in Section 7(a) of the Credit Agreement for the corresponding period.¹

2. Capital Expenditures.

Borrower’s Capital Expenditures from the beginning of Borrower’s most recent Fiscal Year to the date hereof is             , (i) which [is/is not] greater than or equal to the amount set forth in Section 7(b) of the Credit Agreement for the corresponding period and which [is/is not] less than or equal to the amount set forth in Section 7(b) of the Credit Agreement for the corresponding period.

¹ Tested only from and after the occurrence of a Financial Covenant Triggering Event.

EXHIBIT L-1

FORM OF LIBOR NOTICE

Wells Fargo Foothill, LLC as Agent

under the below referenced Credit Agreement

2450 Colorado Avenue

Suite 3000 West

Santa Monica, California 90404

Ladies and Gentlemen:

Reference hereby is made to that certain Credit Agreement, dated as of April 3, 2009 (the “Credit Agreement”), among Powerwave Technologies, Inc., a Delaware corporation (“Borrower”), the lenders signatory thereto (the “Lenders”), and Wells Fargo Foothill, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (“Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

This LIBOR Notice represents Borrower’s request to elect the LIBOR Option with respect to outstanding Advances in the amount of $            (the “LIBOR Rate Advance”)[, and is a written confirmation of the telephonic notice of such election given to Agent].

The LIBOR Rate Advance will have an Interest Period of [1], [2], [3] month(s) commencing on                     .

This LIBOR Notice further confirms Borrower’s acceptance, for purposes of determining the rate of interest based on the LIBOR Rate under the Credit Agreement, of the LIBOR Rate as determined pursuant to the Credit Agreement.

Borrower represents and warrants that (i) as of the date hereof, each representation or warranty contained in or pursuant to any Loan Document or any agreement, instrument, certificate, document or other writing furnished at any time under or in connection with any Loan Document, and as of the effective date of any advance, continuation or conversion requested above, is true and correct in all material respects (except to the extent any representation or warranty expressly related to an earlier date), (ii) each of the covenants and agreements contained in any Loan Document have been performed (to the extent required to be performed on or before the date hereof or each such effective date), and (iii) no Default or Event of Default has occurred and is continuing on the date hereof, nor will any thereof occur after giving effect to the request above.

Wells Fargo Foothill, LLC, as Agent

Page 2

Dated:

POWERWAVE TECHNOLOGIES, INC.,

a Delaware corporation, as Borrower

By

Name:

Title:

Acknowledged by:

WELLS FARGO FOOTHILL, LLC,

a Delaware limited liability company, as Agent

By:

Name:

Title:

Schedule A-1

Agent’s Account

An account at a bank designated by Agent from time to time as the account into which Borrower shall make all payments to Agent for the benefit of the Lender Group and into which the Lender Group shall make all payments to Agent under this Agreement and the other Loan Documents; unless and until Agent notifies Borrower and the Lender Group to the contrary, Agent’s Account shall be that certain deposit account bearing account number 4121617864 and maintained by Agent with Wells Fargo Bank, N.A., San Francisco, CA, ABA #121-000-248.

Schedule A-2

Authorized Persons

Ronald Buschur, President and CEO

Kevin Michaels, CFO

Marvin MaGee, Chief Operating Officer

Tom Spaeth, VP, Treasurer

Dan Della Flora, VP, Finance

Perry Tarnofsky, VP, Legal Affairs

Schedule C-1

Commitments

Lender	Revolver Commitment		Total Commitment
Wells Fargo Foothill, LLC	$	50,000,000	$	50,000,000
All Lenders	$	50,000,000	$	50,000,000

Schedule D-1

Designated Account

Deutsche Bank Trust Company Americas

Account Number 00-413-956

ABA 021001033

60 Wall Street

New York, NY 10005

Schedule F-1

Eligible Foreign Account Debtors

Motorola, Inc.

Deutsche Telecom

Celestica, Inc.

Flextronics International Ltd.

Jabil Circuit Inc.

Sprint Nextel Corp.

France Telecom S.A. (Orange)

O2 Micro International Ltd.

Samsung Electronics Co. Ltd.

Siemans AG

T-Mobile

Tyco Electronics Ltd.

Vodafone Group plc.

Schedule P-1

Permitted Investments

None.

Schedule P-2

Permitted Liens

Borrower has outstanding the following letters of credit that are secured by cash collateral:

Bank	LC Amount		Cash Collateral
Comerica	$	350,000	$	600,291
Comerica	$	75,000	$	160,000
Comerica	€	20,000	$	31,244
Bank of America	€	250,000	$	450,802
Bank of America	€	800,000	$	1,200,000
Deutsche Bank	$	22,788	$	26,730
Deutsche Bank	€	445,000	€	449,710

Schedule S-1

Sales Support Service Agreements

Sales Support Agreement effective November 3, 2008 between Powerwave Technologies, Inc. and Powerwave Asia, Inc., Dubai Branch.

Sales Support Agreement effective November 3, 2008 between Powerwave Technologies, Inc. and Powerwave UK Ltd.

Sales Support Agreement effective November 3, 2008 between Powerwave Technologies, Inc. and Powerwave Technologies Sweden AB.

Sales Support Agreement effective November 3, 2008 between Powerwave Technologies, Inc. and Powerwave Technologies Singapore Pte.

Sales Support Agreement effective November 3, 2008 between Powerwave Technologies, Inc. and Powerwave Technologies Germany GMBH

Sales Support Agreement effective November 3, 2008 between Powerwave Technologies, Inc. and Powerwave Technologies France SAS

Schedule 1.1

Definitions

As used in the Agreement, the following terms shall have the following definitions:

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

“1.875% Convertible Notes Indenture” means the Indenture dated as of November 10, 2004 by and among Borrower and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

“1.875% Convertible Notes Documents” means the 1.875% Convertible Notes, the 1.875% Convertible Notes Indenture, and the agreements, documents and instruments executed in connection therewith.

“3.875% Convertible Notes” means the 3.875% Convertible Subordinated Notes due 2027 issued pursuant to the 3.875% Convertible Notes Indenture.

“3.875% Convertible Notes Indenture” means the Indenture dated as of September 24, 2007 by and among Borrower and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee.

“3.875% Convertible Notes Documents” means the 3.875% Convertible Notes, the 3.875% Convertible Notes Indenture, and the agreements, documents and instruments executed in connection therewith.

“Account” means an account (as that term is defined in the Code).

“Account Charge Agreement” means a borrower charge respecting bank account numbers 029658300888 and 029658300030 at Deutsche Bank AG, London branch, in form and substance satisfactory to Agent.

“Account Debtor” means any Person who is obligated on an Account, chattel paper, or a general intangible.

“ACH Transactions” means any cash management or related services (including the Automated Clearing House processing of electronic fund transfers through the direct Federal Reserve Fedline system) provided by a Bank Product Provider for the account of Borrower or its Subsidiaries.

“Additional Documents” has the meaning specified therefor in Section 5.12 of the Agreement.

“Advances” has the meaning specified therefor in Section 2.1(a) of the Agreement.

“Affected Lender” has the meaning specified therefor in Section 2.13(b) of the Agreement.

“Affiliate” means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power to direct the management and policies of a Person, whether through the ownership of Stock, by contract, or otherwise; provided, however, that, for purposes of the definitions of Eligible Accounts, Eligible Foreign Accounts, and Section

6.12 of the Agreement: (a) any Person which owns directly or indirectly 10% or more of the Stock having ordinary voting power for the election of directors or other members of the governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person shall be deemed to be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner shall be deemed an Affiliate of such Person.

“Agent” has the meaning specified therefor in the preamble to the Agreement.

“Agent-Related Persons” means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents.

“Agent’s Account” means the Deposit Account of Agent identified on Schedule A-1.

“Agent’s Liens” means the Liens granted by Borrower or its Subsidiaries to Agent under the Loan Documents.

“Agreement” means the Credit Agreement to which this Schedule 1.1 is attached.

“Alcatel” means Compagnie Financière Alcatel-Lucent, a company organized under the laws of France and its Affiliates.

“Alcatel Percentage” means (a) during the period from the Closing Date through and including June 30, 2009, 30%, (b) during the period from July 1, 2009 through and including September 30, 2009, 20%, (c) during the period from October 1, 2009 through and including March 31, 2010, 15%, and (c) from and after April 1, 2010, 10%.

“Application Event” means the occurrence of (a) a failure by Borrower to repay all of the Obligations on the Maturity Date, or (b) an Event of Default and the election by the Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(ii) of the Agreement.

“Approved Increase” has the meaning specified therefor in Section 2.14(a) of the Agreement.

“Assignee” has the meaning specified therefor in Section 13.1(a) of the Agreement.

“Assignment and Acceptance” means an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1.

“Authorized Person” means any one of the individuals identified on Schedule A-2.

“Availability” means, as of any date of determination, the amount that Borrower is entitled to borrow as Advances under Section 2.1 of the Agreement (after giving effect to all then outstanding Obligations (other than Bank Product Obligations)).

“Average Availability” means, with respect to any period, the sum of the aggregate amount of Availability for each Business Day in such period (calculated as of the end of each respective Business Day) divided by the number of Business Days in such period.

“Bank Product” means any financial accommodation extended to Borrower or its Subsidiaries by a Bank Product Provider (other than pursuant to the Agreement) including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) ACH Transactions, (f) cash management, including controlled disbursement, accounts or services, or (g) transactions under Hedge Agreements.

“Bank Product Agreements” means those agreements entered into from time to time by Borrower or its Subsidiaries with a Bank Product Provider in connection with the obtaining of any of the Bank Products.

“Bank Product Collateralization” means providing cash collateral (pursuant to documentation reasonably satisfactory to Agent) to be held by Agent for the benefit of the Bank Product Providers in an amount determined by Agent as sufficient to satisfy the reasonably estimated credit exposure with respect to the then existing Bank Products.

“Bank Product Obligations” means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by Borrower or its Subsidiaries to any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and (b) all amounts that Borrower or its Subsidiaries are obligated to reimburse to Agent or any member of the Lender Group as a result of Agent or such member of the Lender Group purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to Borrower or its Subsidiaries.

“Bank Product Provider” means Wells Fargo or any of its Affiliates.

“Bank Product Reserve” means, as of any date of determination, the amount of reserves that Agent has established (based upon the Bank Product Providers’ reasonable determination of the credit exposure of Borrower and its Subsidiaries in respect of Bank Products) in respect of Bank Products then provided or outstanding.

“Bankruptcy Code” means title 11 of the United States Code, as in effect from time to time.

“Base LIBOR Rate” means the greater of (a) 1.50 percent per annum, and (b) the rate per annum rate appearing on Bloomberg L.P.’s (the “Service”) Page BBAM1/(Official BBA USD Dollar Libor Fixings) (or on any successor or substitute page of such Service, or any successor to or substitute for such Service) 2 Business Days prior to the commencement of the requested Interest Period, for a term and in an amount comparable to the Interest Period and the amount of the LIBOR Rate Loan requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate Loan to a LIBOR Rate Loan) by Borrower in accordance with the Agreement, which determination shall be conclusive in the absence of manifest error.

“Base Rate” means the greatest of (a) 3.25 percent per annum, (b) the Federal Funds Rate plus  ¹/2%, (c) the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its “prime rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate, and (d) the Base LIBOR Rate (for an interest period of 1 month, which shall be determined on a daily basis).

“Base Rate Loan” means the portion of the Advances that bears interest at a rate determined by reference to the Base Rate.

“Benefit Plan” means a “defined benefit plan” (as defined in Section 3(35) of ERISA) for which Borrower or any of its Subsidiaries or ERISA Affiliates has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years.

“Board of Directors” means the board of directors (or comparable managers) of Borrower or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers).

“Borrower” has the meaning specified therefor in the preamble to the Agreement.

“Borrowing” means a borrowing hereunder consisting of Advances made on the same day by the Lenders (or Agent on behalf thereof), or by Swing Lender in the case of a Swing Loan, or by Agent in the case of a Protective Advance.

“Borrowing Base” means, as of any date of determination, the result of:

(a) the lesser of

(i) (A) 85% of the amount of Eligible Accounts, plus (B) 85% of the amount of Eligible Foreign Accounts, less (C) the amount, if any, of the Dilution Reserve, and

(ii) an amount equal to Borrower’s Collections with respect to Accounts for the immediately preceding 90 day period, minus

(b) the sum of (i) the Bank Product Reserve, and (ii) the aggregate amount of reserves, if any, established by Agent under Section 2.1(c) of the Agreement.

“Borrowing Base Certificate” means a certificate in the form of Exhibit B-1.

“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the state of California, except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term “Business Day” also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market.

“Capital Expenditures” means, with respect to any Person for any period, the aggregate of all expenditures by such Person and its Subsidiaries during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or financed.

“Capitalized Lease Obligation” means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance with GAAP.

“Capital Lease” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

“Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the amount maintained with any such other bank is less than or equal to $100,000 and is insured by the Federal Deposit Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or recognized securities dealer having combined capital and surplus of not less

than $250,000,000, having a term of not more than seven days, with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and (h) Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above.

“CFC” means a controlled foreign corporation (as that term is defined in the IRC).

“Change of Control” means that:

(a) any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), becomes the beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act), directly or indirectly, of 40%, or more, of the Stock of Borrower having the right to vote for the election of members of the Board of Directors,

(b) a majority of the members of the Board of Directors do not constitute Continuing Directors,

(c) a “Change in Control” (as defined in the 1.875% Convertible Notes Indenture) occurs, or

(d) a “Change in Control” (as defined in the 3.875% Convertible Notes Indenture) occurs.

“Closing Date” means the date of the making of the initial Advance (or other extension of credit) hereunder.

“Code” means the California Uniform Commercial Code, as in effect from time to time.

“Collateral” means all assets and interests in assets and proceeds thereof now owned or hereafter acquired by Borrower or its Subsidiaries in or upon which a Lien is granted by such Person in favor of Agent or the Lenders under any of the Loan Documents.

“Collateral Access Agreement” means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in Borrower’s or its Subsidiaries’ books and records, Equipment, or Inventory, in each case, in form and substance reasonably satisfactory to Agent.

“Collections” means all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, cash proceeds of asset sales, rental proceeds, and tax refunds).

“Commitment” means, with respect to each Lender, its Commitment, and, with respect to all Lenders, their Commitments, in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1 or in the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C-1 delivered by the chief financial officer of Borrower to Agent.

“Continuing Director” means (a) any member of the Board of Directors who was a director (or comparable manager) of Parent on the Closing Date, and (b) any individual who becomes a member of the Board of Directors after the Closing Date if such individual was approved, appointed or nominated for election to the Board of Directors by either the Permitted Holders or a majority of the Continuing Directors, but excluding any such individual originally proposed for election in opposition to the Board of Directors in office at the Closing Date in an actual or threatened election contest relating to the election of the directors (or comparable managers) of Parent and whose initial assumption of office resulted from such contest or the settlement thereof.

“Control Agreement” means a control agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by Borrower or one of its Subsidiaries, Agent, and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account).

“Controlled Account Agreement” has the meaning specified therefor in the Security Agreement.

“Convertible Notes Documents” means the 1.875% Convertible Notes Documents and the 3.875% Convertible Notes Documents.

“Convertible Notes Redemption” means the optional redemption of the 1.875% Convertible Notes or the 3.875% Convertible Notes by Borrower so long as: (a) such redemption is permitted by applicable law and the 1.875% Convertible Notes Indenture or the 3.875% Convertible Notes 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.

“Copyright Security Agreement” has the meaning specified therefor in the Security Agreement.

“Daily Balance” means, as of any date of determination and with respect to any Obligation, the amount of such Obligation owed at the end of such day.

“Default” means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.

“Defaulting Lender” means any Lender that fails to make any Advance (or other extension of credit) that it is required to make hereunder on the date that it is required to do so hereunder.

“Defaulting Lender Rate” means (a) for the first 3 days from and after the date the relevant payment is due, the Base Rate, and (b) thereafter, the interest rate then applicable to Advances that are Base Rate Loans (inclusive of the Margin applicable thereto).

“Deposit Account” means any deposit account (as that term is defined in the Code).

“Designated Account” means the Deposit Account of Borrower identified on Schedule D-1.

“Designated Account Bank” has the meaning specified therefor in Schedule D-1.

“Designated Senior Indebtedness” has the meaning specified therefor in the 1.875% Convertible Notes Indenture and the meaning specified therefor 3.875% Convertible Notes Indenture.

“Dilution” means, as of any date of determination, a percentage, based upon the experience of the immediately prior 90 consecutive days, that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to Borrower’s Accounts during such period, by (b) Borrower’s billings with respect to Accounts during such period.

“Dilution Reserve” means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts and Eligible Foreign Accounts by 1 percentage point for each percentage point by which Dilution is in excess of 5%.

“Dollars” or “$” means United States dollars.

“Domestic Letter of Credit Usage” means, as of any date of determination, the aggregate undrawn amount of all outstanding Underlying Letters of Credit that are payable in Dollars.

“EBITDA” means, with respect to any fiscal period, determined on a consolidated basis in accordance with GAAP, Borrower’s consolidated net earnings (or loss) for such period, minus, extraordinary gains, foreign currency translation gains, and interest income for such period, plus, (a) non-cash extraordinary losses, non-cash restructuring charges, and non-cash impairment charges for such period, (b) interest expense for such period, (c) income taxes for such period, (d) depreciation and amortization for such period, (e) non-cash stock compensation charges for such period, (f) cash restructuring charges for the fiscal year 2009 in an aggregate amount not to exceed $3,000,000, and (g) foreign currency translation losses for such period.

“Eligible Accounts” means those Accounts (other than Eligible Foreign Accounts) created by Borrower in the ordinary course of its business, that arise out of Borrower’s sale of goods or rendition of services, that comply with each of the representations and warranties respecting Eligible Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, however, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion to address the results of any audit performed by Agent from time to time after the Closing Date; provided further that Agent will endeavor to give prompt notice of any revisions to such criteria made by Agent, but Agent’s failure to give such notice will not impact the revisions to such criteria. In determining the amount to be included, Eligible Accounts shall be calculated net of customer deposits and unapplied cash. Eligible Accounts shall not include the following:

(a) Accounts that (i) the Account Debtor has failed to pay within 120 days of original invoice date, (iii) have selling terms of more than 90 days, or (iii) are past due by more than (A) 60 days with respect to Accounts with selling terms of 60 days or less, or (B) 30 days with respect to Accounts with selling terms of more than 60 days,

(b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above,

(c) Accounts with respect to which the Account Debtor is an Affiliate of Borrower or an employee or agent of Borrower or any Affiliate of Borrower,

(d) Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional,

(e) Accounts that are not payable in Dollars or Euros,

(f) Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States, (ii) is not organized under the laws of the United States or any state thereof, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (y) the Account is supported by an irrevocable letter of credit reasonably satisfactory to Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to Agent and is directly drawable by Agent, or (z) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Agent,

(g) Accounts with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which Borrower has complied, to the reasonable satisfaction of Agent, with the Assignment of Claims Act, 31 USC §3727), or (ii) any state of the United States,

(h) Accounts with respect to which (i) the Account Debtor (or its Affiliates) is a creditor of Borrower, (ii) the Account Debtor (or its Affiliates) has or has asserted a right of setoff, (iii) Borrower or one of its Subsidiaries has agreed that the Account Debtor (or its Affiliates) has a right of setoff, or (iv) the Account Debtor (or its Affiliates) has disputed its obligation to pay all or any portion of the Account, in each case, to the extent of such claim, right of setoff, or dispute (as applicable),

(i) Accounts with respect to an Account Debtor (other than Nokia, Alcatel, or Ericsson) and its Affiliates whose total obligations owing to Borrower exceed 10% (such percentage, as applied to a particular Account Debtor and its Affiliates, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor or its Affiliates deteriorates) of the obligations in respect of all Eligible Accounts and Eligible Foreign Accounts, to the extent of the obligations owing by such Account Debtor and its Affiliates in excess of such percentage; provided, however, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts and Eligible Foreign Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,

(j) Accounts with respect to Nokia to the extent that the obligations owing by Nokia exceed 40% (such percentage, as applied to Nokia, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of Nokia deteriorates) of the obligations in respect of all Eligible Accounts and Eligible Foreign Accounts; provided, however, that the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts and Eligible Foreign Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,

(k) Accounts with respect to Alcatel to the extent that the obligations owing by Alcatel exceed the Alcatel Percentage (such percentage, as applied to Alcatel, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of Alcatel deteriorates) of the obligations in respect of all Eligible Accounts and Eligible Foreign Accounts; provided, however, that the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts and Eligible Foreign Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,

(l) Accounts with respect to Ericsson to the extent that the obligations owing by Ericsson exceed 20% (such percentage, as applied to Ericsson, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of Ericsson deteriorates) of the obligations in respect of all Eligible Accounts and Eligible Foreign Accounts; provided, however, that the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts and Eligible Foreign Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,

(m) Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,

(n) Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful by reason of the Account Debtor’s financial condition,

(o) Accounts that are not subject to a valid and perfected first priority Agent’s Lien,

(p) Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor,

(q) Accounts with respect to which the Account Debtor (or its Affiliates) is a Sanctioned Person or Sanctioned Entity, or

(r) Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by Borrower of the subject contract for goods or services.

“Eligible Foreign Account Debtors” means (a) Alcatel, (b) Nokia, so long as it or its parent company is rated at ‘BBB’ or higher by S&P or Moody’s, (c) Ericsson, so long as it or its parent company is rated at ‘BBB’ or higher by S&P or Moody’s, and (d) those Account Debtors listed on Schedule F-1 attached hereto.

“Eligible Foreign Accounts” means those Accounts (other than Eligible Accounts) created by Borrower in the ordinary course of its business, that comply with each of the representations and warranties respecting Eligible Foreign Accounts made in the Loan Documents, and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below; provided, however, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion to address the results of any audit performed by Agent from time to time after the Closing Date; provided further that Agent will endeavor to give prompt notice of any revisions to such criteria made by Agent, but Agent’s failure to give such notice will not impact the revisions to such criteria. In determining the amount to be included, Eligible Foreign Accounts shall be calculated net of customer deposits and unapplied cash. Eligible Foreign Accounts shall not include the following:

(a) Accounts that (i) the Account Debtor has failed to pay within 120 days of original invoice date, (iii) have selling terms of more than 90 days, or (iii) are past due by more than (i) 60 days with respect to Accounts with selling terms of 60 days or less, or (ii) 30 days with respect to Accounts with selling terms of more than 60 days,

(b) Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates) are deemed ineligible under clause (a) above,

(c) Accounts with respect to which the Account Debtor is not an Eligible Foreign Account Debtor,

(d) Accounts with respect to which the Account Debtor is an Affiliate of Borrower or an employee or agent of Borrower or any Affiliate of Borrower,

(e) Accounts arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional,

(f) Accounts that are not payable in Dollars, Euros or Pounds,

(g) Accounts with respect to which the Account Debtor is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof,

(h) Accounts with respect to which (i) the Account Debtor (or its Affiliates) is a creditor of Borrower, (ii) the Account Debtor (or its Affiliates) has or has asserted a right of setoff, (iii) Borrower or one of its Subsidiaries has agreed that the Account Debtor (or its Affiliates) has a right of setoff, or (iv) the Account Debtor (or its Affiliates) has disputed its obligation to pay all or any portion of the Account, in each case, to the extent of such claim, right of setoff, or dispute (as applicable),

(i) Accounts with respect to an Account Debtor (other than Nokia, Alcatel, or Ericsson) and its Affiliates whose total obligations owing to Borrower exceed 10% (such percentage, as applied to a particular Account Debtor and its Affiliates, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of such Account Debtor or its Affiliates deteriorates) of the obligations in respect of all Eligible Accounts and Eligible Foreign Accounts, to the extent of the obligations owing by such Account Debtor and its Affiliates in excess of such percentage; provided, however, that, in each case, the amount of Eligible Foreign Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts and Eligible Foreign Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,

(j) Accounts with respect to Nokia to the extent that the obligations owing by Nokia exceed 40% (such percentage, as applied to Nokia, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of Nokia deteriorates) of the obligations in respect of all Eligible Accounts and Eligible Foreign Accounts; provided, however, that the amount of Eligible Foreign Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts and Eligible Foreign Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,

(k) Accounts with respect to Alcatel to the extent that the obligations owing by Alcatel exceed the Alcatel Percentage (such percentage, as applied to Alcatel, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of Alcatel deteriorates) of the obligations in respect of all Eligible Accounts and Eligible Foreign Accounts; provided, however, that the amount of Eligible Foreign Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts and Eligible Foreign Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,

(l) Accounts with respect to Ericsson to the extent that the obligations owing by Ericsson exceed 20% (such percentage, as applied to Ericsson, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness of Ericsson deteriorates) of the obligations in respect of all Eligible Accounts and Eligible Foreign Accounts; provided, however, that the amount of Eligible Foreign Accounts that are excluded because they exceed the foregoing percentage shall be determined by Agent based on all of the otherwise Eligible Accounts and Eligible Foreign Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,

(m) Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or as to which Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor,

(n) Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful by reason of the Account Debtor’s financial condition,

(o) Accounts that are not lawfully owned by Borrower or that are not subject to a valid and perfected first priority Agent’s Lien,

(p) Accounts with respect to which (i) the goods giving rise to such Account have not been shipped and billed to the Account Debtor, or (ii) the services giving rise to such Account have not been performed and billed to the Account Debtor,

(q) Accounts with respect to which the Account Debtor (or its Affiliates) is a Sanctioned Person or Sanctioned Entity, or

(r) Accounts that represent the right to receive progress payments or other advance billings that are due prior to the completion of performance by Borrower of the subject contract for goods or services.

“Environmental Action” means any written complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party involving violations of Environmental Laws or releases of Hazardous Materials from (a) any assets, properties, or businesses of any Borrower, any Subsidiary of a Borrower, or any of their predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received Hazardous Materials generated by any Borrower, any Subsidiary of a Borrower, or any of their predecessors in interest.

“Environmental Law” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding and enforceable guideline, binding and enforceable written policy, or rule of common law now or hereafter in effect and in each case as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, in each case, to the extent binding on Borrower or its Subsidiaries, relating to the environment, the effect of the environment on employee health, or Hazardous Materials, in each case as amended from time to time.

“Environmental Liabilities” means all liabilities, monetary obligations, losses, damages, punitive damages, consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any third party, and which relate to any Environmental Action.

“Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities.

“Equipment” means equipment (as that term is defined in the Code).

“Ericsson” means Ericsson AB, a limited liability company organized under the laws of Sweden and its Affiliates.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.

“ERISA Affiliate” means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of Borrower or its Subsidiaries under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer as the employees of Borrower or its Subsidiaries under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service group of which Borrower or any of its Subsidiaries is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with Borrower or any of its Subsidiaries and whose employees are aggregated with the employees of Borrower or its Subsidiaries under IRC Section 414(o).

“Euro” means the euro referred to in Council Regulation (EC) No. 1103/97 dated June 17, 1997, passed by the Council of the European Union, or, if different, the then lawful currency of the member states of the European Union that participate in the third stage of Economic and Monetary Union.

“Event of Default” has the meaning specified therefor in Section 8 of the Agreement.

“Excess Availability” means, as of any date of determination, the amount equal to Availability minus the aggregate amount, if any, of all trade payables of Borrower and its Subsidiaries aged in excess of historical levels with respect thereto and all book overdrafts of Borrower and its Subsidiaries in excess of historical practices with respect thereto, in each case as determined by Agent in its Permitted Discretion.

“Exchange Rate” means the nominal rate of exchange (vis-à-vis any currency other than Dollars) for Dollars announced from time to time, within Wells Fargo at its principal office in San Francisco, expressed as the number of Dollars for each unit of such other currency.

“Excess Real Property” means Borrower’s or its Subsidiaries’ (a) facilities owned in fee and located at 1801 East Street, Andrew Place, Santa Ana, CA, 31901 Comtek Lane, Salisbury, MD, and Takatie 6, 90440, Kempele, Finland, and (ii) real property owned in fee and located at #5 West Road, Special Export Processing Zone, Light Industry and Science Park, Cabuyao, Laguna, Philippines, and 14 and 16 Ampere Street, SEP2, Light Industry and Science Park of the Philippines I, Cabuyao, Laguna, Philippines.

“Excess Real Property Event of Default” means an Event of Default under Section 8.1, 8.2(a) (with respect to Borrower’s or its Subsidiaries’ failure to comply with Section 5.1, 5.2, 5.3, or 5.6, any of Sections 6.1 – 6.17, or Section 7 of the Agreement), 8.4, 8.5, 8.6, 8.10, or 8.11.

“Exchange Act” means the Securities Exchange Act of 1934, as in effect from time to time.

“Existing Lender” means Deutsche Bank AG, New York branch.

“Fee Letter” means that certain fee letter between Borrower and Agent, in form and substance reasonably satisfactory to Agent.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Agent from three Federal funds brokers of recognized standing selected by it.

“Financial Covenant Period” means a period which shall commence on any date (the “Commencement Date”) on which Availability is less than $20,000,000 and shall continue until the later of:

(a) the date that is the last day of the second full fiscal quarter after the Commencement Date, and

(b) the last day of the fiscal quarter in which Average Availability for a period of 90 consecutive days after the Commencement Date is greater than or equal to $20,000,000.

“Flow of Funds Agreement” means a flow of funds agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by Borrower and Agent.

“Foreign Lender” shall mean any Lender or Participant that is not a United States person within the meaning of IRC section 7701(a)(30).

“Foreign Letter of Credit Usage” means, as of any date of determination, the aggregate undrawn amount of all outstanding Underlying Letters of Credit that are payable in a currency other than Dollars, calculated as if such Underlying Letters of Credit are payable in Dollars based on the Exchange Rate as of such date of determination.

“Funding Date” means the date on which a Borrowing occurs.

“Funding Losses” has the meaning specified therefor in Section 2.12(b)(ii) of the Agreement.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

“Governing Documents” means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational documents of such Person.

“Governmental Authority” means any federal, state, local, or other governmental or administrative body, instrumentality, board, department, or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other similar dispute-resolving panel or body.

“Hazardous Materials” means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.

“Hedge Agreement” means any and all agreements or documents now existing or hereafter entered into by Borrower or any of its Subsidiaries that provide for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging Borrower’s or any of its Subsidiaries’ exposure to fluctuations in interest or exchange rates, loan, credit exchange, security, or currency valuations or commodity prices.

“Holdout Lender” has the meaning specified therefor in Section 14.2(a) of the Agreement.

“Hong Kong Deposit Account” means Borrower’s Deposit Account with account number 605583417019 maintained with Bank of America in Hong Kong.

“Inactive Subsidiaries” means Powerwave Asia, Inc., a Delaware corporation and Powerwave Europe, Inc., a Delaware corporation.

“Increase Effective Date” has the meaning specified therefor in Section 2.14(a) of the Agreement.

“Increase Joinder” has the meaning specified therefor in Section 2.14(b) of the Agreement.

“Indebtedness” means (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, or other financial products, (c) all obligations as a lessee under Capital Leases, (d) all obligations or liabilities of others secured by a Lien on any asset of a Person or its Subsidiaries, irrespective of whether such obligation or liability is assumed, (e) all obligations to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and repayable in

accordance with customary trade practices), (f) all obligations owing under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the Hedge Agreement were terminated on the date of determination), and (g) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Indebtedness under any of clauses (a) through (f) above. For purposes of this definition, (i) the amount of any Indebtedness represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Indebtedness, and (ii) the amount of any Indebtedness described in clause (d) above shall be the lower of the amount of the obligation and the fair market value of the assets securing such obligation.

“Indemnified Liabilities” has the meaning specified therefor in Section 10.3 of the Agreement.

“Indemnified Person” has the meaning specified therefor in Section 10.3 of the Agreement.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state, federal or foreign bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“Interest Period” means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate Loan (or the continuation of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending 1, 2, or 3 months thereafter; provided, however, that (a) if any Interest Period would end on a day that is not a Business Day, such Interest Period shall be extended (subject to clauses (c)-(e) below) to the next succeeding Business Day, (b) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires, (c) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, (d) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2, or 3 months after the date on which the Interest Period began, as applicable, and (e) Borrower may not elect an Interest Period which will end after the Maturity Date.

“Inventory” means inventory (as that term is defined in the Code).

“Investment” means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees, advances, capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such Person made in the ordinary course of business, and (b) bona fide Accounts arising in the ordinary course of business consistent with past practice), or acquisitions of Indebtedness, Stock, or all or substantially all of the assets of such other Person (or of any division or business line of such other Person), and any other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP.

“IRC” means the Internal Revenue Code of 1986, as in effect from time to time.

“Issuing Lender” means WFF or any other Lender that, at the request of Borrower and with the consent of Agent, agrees, in such Lender’s sole discretion, to become an Issuing Lender for the purpose of issuing L/Cs or L/C Undertakings pursuant to Section 2.11 of the Agreement.

“L/C” has the meaning specified therefor in Section 2.11(a) of the Agreement.

“L/C Disbursement” means a payment made by the Issuing Lender pursuant to a Letter of Credit.

“L/C Undertaking” has the meaning specified therefor in Section 2.11(a) of the Agreement.

“Lender” and “Lenders” have the respective meanings set forth in the preamble to the Agreement, and shall include any other Person made a party to the Agreement in accordance with the provisions of Section 13.1 of the Agreement.

“Lender Group” means, individually and collectively, each of the Lenders (including the Issuing Lender) and Agent.

“Lender Group Expenses” means all (a) costs or expenses (including taxes, and insurance premiums) required to be paid by Borrower or its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) out-of-pocket fees or charges paid or incurred by Agent in connection with the Lender Group’s transactions with Borrower or its Subsidiaries under any of the Loan Documents, including, fees or charges for photocopying, notarization, couriers and messengers, telecommunication, public record searches (including tax lien, litigation, and UCC searches and including searches with the patent and trademark office, the copyright office, or the department of motor vehicles), filing, recording, publication, appraisal (including periodic collateral appraisals or business valuations to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement or the Fee Letter), real estate surveys, real estate title policies and endorsements, and environmental audits, (c) out-of-pocket costs and expenses incurred by Agent in the disbursement of funds to Borrowers or other members of the Lender Group (by wire transfer or otherwise), (d) out-of-pocket charges paid or incurred by Agent resulting from the dishonor of checks payable by or to Borrower, (e) reasonable out-of-pocket costs and expenses paid or incurred by the Lender Group to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default, in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof, irrespective of whether a sale is consummated, (f) reasonable out-of-pocket audit fees and expenses (including travel, meals, and lodging) of Agent related to any inspections or audits to the extent of the fees and charges (and up to the amount of any limitation) contained in the Agreement or the Fee Letter, (g) reasonable out-of-pocket costs and expenses of third party claims or any other suit paid or incurred by the Lender Group in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or the Lender Group’s relationship with Borrower or any of its Subsidiaries, (h) Agent’s reasonable costs and expenses (including reasonable attorneys fees) incurred in advising, structuring, drafting, reviewing, administering (including travel, meals, and lodging), syndicating, or amending the Loan Documents, and (i) Agent’s and each Lender’s reasonable costs and expenses (including reasonable attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys, accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,” a “restructuring,” or an Insolvency Proceeding concerning Borrower or any of its Subsidiaries or in exercising rights or remedies under the Loan Documents), or defending the Loan Documents, irrespective of whether suit is brought, or in taking any Remedial Action concerning the Collateral.

“Lender-Related Person” means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, officers, directors, employees, attorneys, and agents.

“Letter of Credit” means an L/C or an L/C Undertaking, as the context requires.

“Letter of Credit Collateralization” means either (a) providing cash collateral (pursuant to documentation reasonably satisfactory to Agent, including provisions that specify that the Letter of Credit fee set forth in the Agreement will continue to accrue while the Letters of Credit are outstanding) to be held by Agent for the benefit of those Lenders with a Commitment in an amount equal to the sum of 105% of the then existing Domestic Letter of Credit Usage plus 115% of the then existing Foreign Letter of Credit Usage, (b)

causing the Underlying Letters of Credit to be returned to the Issuing Lender, or (c) providing Agent with a standby letter of credit, in form and substance reasonably satisfactory to Agent, from a commercial bank acceptable to the Agent (in its sole discretion) in an equal to the sum of 105% of the then existing Domestic Letter of Credit Usage plus 115% of the then existing Foreign Letter of Credit Usage (it being understood that the Letter of Credit fee set forth in the Agreement will continue to accrue while the Letters of Credit are outstanding and that any such fee that accrues must be an amount that can be drawn under any such standby letter of credit).

“Letter of Credit Usage” means, as of any date of determination, the sum of the Domestic Letter of Credit Usage and the Foreign Letter of Credit Usage.

“LIBOR Deadline” has the meaning specified therefor in Section 2.12(b)(i) of the Agreement.

“LIBOR Notice” means a written notice in the form of Exhibit L-1.

“LIBOR Option” has the meaning specified therefor in Section 2.12(a) of the Agreement.

“LIBOR Rate” means, for each Interest Period for each LIBOR Rate Loan, the rate per annum determined by Agent by dividing (a) the Base LIBOR Rate for such Interest Period, by (b) 100% minus the Reserve Percentage. The LIBOR Rate shall be adjusted on and as of the effective day of any change in the Reserve Percentage.

“LIBOR Rate Loan” means each portion of an Advance that bears interest at a rate determined by reference to the LIBOR Rate.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), security interest, or other security arrangement and any other preference, priority, or preferential arrangement of any kind or nature whatsoever, including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

“Loan Account” has the meaning specified therefor in Section 2.9 of the Agreement.

“Loan Documents” means the Agreement, the Account Charge Agreement, the Bank Product Agreements, any Borrowing Base Certificate, the Controlled Account Agreements, the Control Agreements, the Copyright Security Agreement, the Fee Letter, the Flow of Funds Agreement, any Guaranty, any Intercompany Subordination Agreement, the Letters of Credit, the Mortgages, the Patent Security Agreement, the Security Agreement, the Trademark Security Agreement, any note or notes executed by Borrower in connection with the Agreement and payable to a member of the Lender Group, and any other agreement entered into, now or in the future, by Borrower or any of its Subsidiaries and the Lender Group in connection with the Agreement.

“Margin” means, as of any date of determination, the applicable margin set forth in the following table that corresponds to the Average Availability of Borrower for the most recent fiscal quarter as calculated by Agent; provided, however, that for the period from the Closing Date through and including June 30, 2009, the Margin shall be set at the margin in the row styled “Level I”; provided, further, however, that any time an Event of Default has occurred and is continuing, the Margin shall be set at the margin in the row styled “Level III”:

Level	Average Availability	Margin
I	³ $33,335,000	3.50 percentage points
II	< $33,335,000 but ³ $16,665,000	3.75 percentage points
III	< $16,665,000	4.00 percentage points

The Margin shall be calculated as of the end of each fiscal quarter and, except as set forth in the foregoing provisos, shall be re-determined quarterly on the first day of each quarter.

“Margin Stock” as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Material Adverse Change” means (a) a material adverse change in the business, prospects, operations, results of operations, assets, liabilities or condition (financial or otherwise) of Borrower and its Subsidiaries, taken as a whole, (b) a material impairment of Borrower’s and its Subsidiaries ability to perform their obligations under the Loan Documents to which they are parties or of the Lender Group’s ability to enforce the Obligations or realize upon the Collateral, or (c) a material impairment of the enforceability or priority of the Agent’s Liens with respect to the Collateral as a result of an action or failure to act on the part of Borrower or its Subsidiaries.

“Material Contract” means, with respect to any Person, any contract or agreement of the type described in Item 601(b)(10) of Regulation S-K of the Securities Act (regardless of whether or not such Item is applicable to such Person).

“Maturity Date” means August 15, 2011.

“Maximum Revolver Amount” means $50,000,000, increased by the amount of increases in the commitments made in accordance with Section 2.14 of the Agreement, and decreased by the amount of reductions in the Commitments made in accordance with Section 2.4(c) of the Agreement.

“Moody’s” has the meaning specified therefor in the definition of Cash Equivalents.

“Mortgage Policy” has the meaning specified therefor in Schedule 3.1(v).

“Mortgages” means, individually and collectively, one or more mortgages, deeds of trust, or deeds to secure debt, executed and delivered by Borrower or its Subsidiaries in favor of Agent, in form and substance reasonably satisfactory to Agent, that encumber the Real Property Collateral.

“Nokia” means Nokia Siemens Network, a company organized under the laws of Finland and its Affiliates.

“Obligations” means (a) all loans, Advances, debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), contingent reimbursement obligations with respect to outstanding Letters of Credit, premiums, liabilities (including all amounts charged to the Loan Account pursuant to the Agreement), obligations (including indemnification obligations), fees (including the fees provided for in the Fee Letter), Lender Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, covenants, and duties of any kind and description owing by Borrower to the Lender Group pursuant to or evidenced by the Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other amounts that Borrower is required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan Documents, and (b) all Bank Product Obligations. Any reference in the

Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Originating Lender” has the meaning specified therefor in Section 13.1(e) of the Agreement.

“Overadvance” has the meaning specified therefor in Section 2.5 of the Agreement.

“Participant” has the meaning specified therefor in Section 13.1(e) of the Agreement.

“Patent Security Agreement” has the meaning specified therefor in the Security Agreement.

“Patriot Act” has the meaning specified therefor in Section 4.18 of the Agreement.

“Payoff Date” means the first date on which all of the Obligations are paid in full and the Commitments of the Lenders are terminated.

“Permitted Convertible Notes Refinancing” means a refinancing of the Indebtedness in respect of the 1.875% Convertible Notes or the 3.875% Convertible Notes (including Indebtedness incurred by Borrower for purposes of such refinancing, whether by the same or a different group of lenders or purchasers) so long as:

(a) the terms and conditions of such refinancing do not, in Agent’s reasonable judgment, materially impair the prospects of repayment of the Obligations by Borrower or materially impair Borrower’s creditworthiness,

(b) such refinancing does not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended,

(c) the refinancing Indebtedness does not mature, or contain any provision permitting the holders thereof to require the redemption, repurchase or prepayment thereof, prior to (i) with respect to a refinancing of the Indebtedness in respect of the 1.875% Convertible Notes, November 15, 2011, or (ii) with respect to a refinancing of in respect of the 3.875% Convertible Notes, May 15, 2012,

(e) the terms and conditions of the refinancing must be subordinated in right of payment to the Obligations on terms and conditions reasonably satisfactory to Agent, and

(f) the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended.

“Permitted Discretion” means a determination made in the exercise of reasonable (from the perspective of a secured lender) business judgment.

“Permitted Dispositions” means:

(a) sales, abandonment, or other dispositions of Equipment that is substantially worn, damaged, or obsolete in the ordinary course of business,

(b) sales of Inventory to buyers in the ordinary course of business,

(c) the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of the Agreement or the other Loan Documents,

(d) the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,

(e) the licensing, on an exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights by Borrower’s Subsidiaries to Borrower in the ordinary course of business,

(f) the granting of Permitted Liens,

(f) the sale or discount, in each case without recourse, of Accounts arising in the ordinary course of business, but only in connection with the compromise or collection thereof,

(g) any involuntary loss, damage or destruction of property,

(h) any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition of use of property,

(i) the leasing or subleasing of assets of Borrower or its Subsidiaries in the ordinary course of business,

(j) the sale or issuance of Stock (other than Prohibited Preferred Stock) of Borrower,

(k) the lapse of registered patents, trademarks and other intellectual property of Borrower and its Subsidiaries to the extent not economically desirable in the conduct of their business and so long as such lapse is not materially adverse to the interests of the Lenders,

(l) so long as either (i) no Excess Real Property Event of Default has occurred and is continuing or would result therefrom, or (ii) if an Excess Real Property Event of Default has occurred and is continuing or would result therefrom, Revolver Usage is zero both immediately before and immediately after giving effect thereto, the sale or disposition of any of the Excess Real Property; and

(m) dispositions of assets (other than Accounts, intellectual property, licenses, Stock of Subsidiaries of Borrower, or Material Contracts) not otherwise permitted in clauses (a) through (l) above so long as made at fair market value and the aggregate fair market value of all assets disposed of in all such dispositions since the Closing Date (including the proposed disposition) would not exceed $1,000,000.

“Permitted Indebtedness” means:

(a) Indebtedness evidenced by this Agreement and the other Loan Documents, together with Indebtedness owed to Underlying Issuers with respect to Underlying Letters of Credit,

(b) Indebtedness set forth on Schedule 4.19 and any Refinancing Indebtedness in respect of such Indebtedness (other than Indebtedness in respect of the 1.875% Convertible Notes and the 3.875% Convertible Notes, which are covered in clauses (l) and (m) below),

(c) Permitted Purchase Money Indebtedness and any Refinancing Indebtedness in respect of such Indebtedness,

(d) endorsement of instruments or other payment items for deposit,

(e) Indebtedness consisting of (i) unsecured guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations; (ii) unsecured guarantees arising with respect to customary indemnification obligations to purchasers in connection with Permitted Dispositions; and (iii) unsecured guarantees with respect to Indebtedness of Borrower or one of its Subsidiaries, to the extent that the Person that is obligated under such guaranty could have incurred such underlying Indebtedness,

(f) Indebtedness incurred in the ordinary course of business under performance, surety, statutory, and appeal bonds,

(g) Indebtedness owed to any Person providing property, casualty, liability, or other insurance to Borrower or any of its Subsidiaries, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year,

(h) the incurrence by Borrower or its Subsidiaries of Indebtedness under Hedging Agreements that are incurred for the bona fide purpose of hedging the interest rate or foreign currency risk associated with Borrower’s and its Subsidiaries’ operations and not for speculative purposes,

(i) unsecured Indebtedness incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred in the ordinary course of business,

(j) unsecured Indebtedness of Borrower owing to former employees, officers, or directors (or any spouses, ex-spouses, or estates of any of the foregoing) incurred in connection with the repurchase by Borrower of the Stock of Borrower that has been issued to such Persons, so long as (i) no Default or Event of Default has occurred and is continuing or would result from the incurrence of such Indebtedness, (ii) the aggregate amount of all such Indebtedness outstanding at any one time does not exceed $1,000,000, and (iii) such Indebtedness is subordinated to the Obligations on terms and conditions reasonably acceptable to Agent,

(k) Indebtedness composing Permitted Investments,

(l) Indebtedness in respect of the 1.875% Convertible Notes in an aggregate principal amount not to exceed $157,000,000 less the aggregate principal amount of the 1.875% Convertible Notes that are the subject of a Convertible Notes Redemption after the Closing Date, and any Permitted Convertible Notes Refinancing in respect of such Indebtedness,

(m) Indebtedness in respect of the 3.875% Convertible Notes in an aggregate principal amount not to exceed $150,000,000 less the aggregate principal amount of the 3.875% Convertible Notes that are the subject of a Convertible Notes Redemption after the Closing Date, and any Permitted Convertible Notes Refinancing in respect of such Indebtedness,

(n) mortgage financing with respect to the Excess Real Property so long as, (i) at the time of incurring such Indebtedness, either (A) no Excess Real Property Event of Default has occurred and is continuing or would immediately result therefrom, or (B) if an Excess Real Property Event of Default has occurred and is continuing or would immediately result therefrom, Revolver Usage is equal to zero both immediately before and immediately after giving effect thereto, (ii) such Indebtedness is incurred to (A) refinance the Indebtedness evidenced by the 1.875% Convertible Notes or the Indebtedness evidenced by the 3.875% Convertible Notes (in each case, to the extent such refinancing constitutes a Permitted Convertible Note Refinancing hereunder), or (B) create liquidity for Borrower and its Subsidiaries, (iii) such Indebtedness does not mature prior to May 15, 2012, and (iv) such Indebtedness is subordinated in right of payment to the Obligations on terms and conditions reasonably satisfactory to Agent, and

(o) Indebtedness in respect of letters of credit in an aggregate face amount not to exceed $5,000,000.

“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) Borrower has Excess Availability of $20,000,000 or greater immediately after giving effect to each such loan.

“Permitted Investments” means:

(a) Investments in cash and Cash Equivalents,

(b) Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business,

(c) advances made in connection with purchases of goods or services in the ordinary course of business,

(d) Investments received in settlement of amounts due to Borrower or any of its Subsidiaries effected in the ordinary course of business or owing to Borrower or any of its Subsidiaries as a result of Insolvency Proceedings involving an Account Debtor or upon the foreclosure or enforcement of any Lien in favor of Borrower or its Subsidiaries,

(e) Investments owned by Borrower or any of its Subsidiaries on the Closing Date and set forth on Schedule P-1,

(f) guarantees permitted under the definition of Permitted Indebtedness,

(g) Permitted Intercompany Advances,

(h) Stock or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing to Borrower or its Subsidiaries (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or as security for any such Indebtedness or claims,

(i) deposits of cash made in the ordinary course of business to secure performance of operating leases,

(j) non-cash loans to employees, officers, and directors of Borrower or any of its Subsidiaries for the purpose of purchasing Stock in Borrower so long as the proceeds of such loans are used in their entirety to purchase such stock in Borrower, and

(k) so long as no Event of Default has occurred and is continuing or would result therefrom, any other Investments in an aggregate amount not to exceed $10,000,000 during the term of the Agreement.

“Permitted Liens” means

(a) Liens held by Agent to secure the Obligations,

(b) Liens for unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yet delinquent, or (ii) do not have priority over Agent’s Liens and the underlying taxes, assessments, or charges or levies are the subject of Permitted Protests,

(c) judgment Liens arising solely as a result of the existence of judgments, orders, or awards that do not constitute an Event of Default under Section 8.3 of the Agreement,

(d) Liens set forth on Schedule P-2, provided that any such Lien only secures the Indebtedness that it secures on the Closing Date and any Refinancing Indebtedness in respect thereof,

(e) the interests of lessors under operating leases and non-exclusive licensors under license agreements,

(f) purchase money Liens or the interests of lessors under Capital Leases to the extent that such Liens or interests secure Permitted Purchase Money Indebtedness and so long as (i) such Lien attaches only to the asset purchased or acquired and the proceeds thereof, and (ii) such Lien only secures the Indebtedness that was incurred to acquire the asset purchased or acquired or any Refinancing Indebtedness in respect thereof,

(g) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent, or (ii) are the subject of Permitted Protests,

(h) Liens on amounts deposited in connection with obtaining worker’s compensation or other unemployment insurance,

(i) Liens on amounts deposited in connection with the making or entering into of bids, tenders, or leases in the ordinary course of business and not in connection with the borrowing of money,

(j) Liens on amounts deposited as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of business,

(k) with respect to any Real Property, easements, rights of way, and zoning restrictions that do not materially interfere with or impair the use or operation thereof,

(l) non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,

(m) Liens that are replacements of Permitted Liens to the extent that the original Indebtedness is the subject of permitted Refinancing Indebtedness and so long as the replacement Liens only encumber those assets that secured the original Indebtedness,

(n) rights of setoff or bankers’ liens upon deposits of cash in favor of banks or other depository institutions, solely to the extent incurred in connection with the maintenance of such deposit accounts in the ordinary course of business,

(o) Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums to the extent the financing is permitted under the definition of Permitted Indebtedness,

(p) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods,

(q) Liens on the Excess Real Property securing the Indebtedness permitted pursuant to clause (n) of the definition of Permitted Indebtedness,

(r) deposits and pledges of cash securing Indebtedness permitted pursuant to clause (o) of the definition of Permitted Indebtedness,

(s) Liens securing Indebtedness incurred in connection with a Permitted Convertible Notes Refinancing so long as (i) such Liens are subordinated to Agent’s Liens pursuant to an intercreditor agreement that is in form and substance satisfactory to Agent, and (ii) the amount of cash interest paid and to be paid on such Indebtedness does not exceed the amount of cash interest that Borrower would have been required to pay, on and after the date of incurrence of such Indebtedness, on the Indebtedness that was refinanced, and

(t) other Liens which do not secure Indebtedness for borrowed money or letters of credit and as to which the aggregate amount of the obligations secured thereby does not exceed $250,000.

“Permitted Protest” means the right of Borrower or any of its Subsidiaries to protest any Lien (other than any Lien that secures the Obligations), taxes (other than payroll taxes or taxes that are the subject of a United States federal tax lien), or rental payment, provided that (a) a reserve with respect to such obligation is established on Borrower’s or its Subsidiaries’ books and records in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by Borrower or its Subsidiary, as applicable, in good faith, and (c) Agent is satisfied in its discretion that, while any such protest is pending, there will be no impairment of the enforceability, validity, or priority of any of the Agent’s Liens.

“Permitted Purchase Money Indebtedness” means, as of any date of determination, Purchase Money Indebtedness incurred after the Closing Date in an aggregate principal amount outstanding at any one time not in excess of $500,000.

“Permitted Preferred Stock” means and refers to any Preferred Stock that is not Prohibited Preferred Stock that is issued by Borrower and the proceeds of which are used solely to repurchase or redeem the 1.875% Convertible Notes or the 3.875% Convertible Notes in connection with a transaction that is permitted under the Agreement.

“Person” means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.

“Post-Increase Revolver Lenders” has the meaning specified therefor in Section 2.14(c) of the Agreement.

“Pounds” means United Kingdom pounds sterling (symbol “£”).

“Powerwave Cognition” means Powerwave Cognition, Inc., a Delaware corporation.

“Pre-Increase Revolver Lenders” has the meaning specified therefor in Section 2.14(c) of the Agreement.

“Preferred Stock” means, as applied to the Stock of any Person, the Stock of any class or classes (however designated) that is preferred with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Stock of any other class of such Person.

“Prohibited Preferred Stock” means any Preferred Stock that by its terms is mandatorily redeemable or subject to any other mandatory payment obligation (other than any mandatory obligation to pay (a) dividends in cash to the extent permitted under the Agreement, (b) dividends of shares of Preferred Stock of the same class and series payable in kind, or (c) dividends of shares of common Stock) on or before May 15,

2012, or, on or before May 15, 2012, is redeemable at the option of the holder thereof for cash or assets or securities (other than distributions in kind of shares of Preferred Stock of the same class and series or of shares of common stock).

“Projections” means Borrower’s forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all prepared on a basis consistent with Borrower’s historical financial statements, together with appropriate supporting details and a statement of underlying assumptions.

“Pro Rata Share” means, as of any date of determination:

(a) with respect to a Lender’s obligation to make Advances and right to receive payments of principal, interest, fees, costs, and expenses with respect thereto, (i) prior to the Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Commitment, by (z) the aggregate Commitments of all Lenders, and (ii) from and after the time that the Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the outstanding principal amount of such Lender’s Advances by (z) the outstanding principal amount of all Advances,

(b) with respect to a Lender’s obligation to participate in Letters of Credit, to reimburse the Issuing Lender, and right to receive payments of fees with respect thereto, (i) prior to the Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Commitment, by (z) the aggregate Commitments of all Lenders, and (ii) from and after the time that the Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the outstanding principal amount of such Lender’s Advances by (z) the outstanding principal amount of all Advances, and

(c) with respect to all other matters as to a particular Lender (including the indemnification obligations arising under Section 15.7 of the Agreement), the percentage obtained by dividing (i) such Lender’s Commitment, by (ii) the aggregate amount of Commitments of all Lenders; provided, however, that in the event the Commitments have been terminated or reduced to zero, Pro Rata Share under this clause shall be the percentage obtained by dividing (A) the outstanding principal amount of such Lender’s Advances plus such Lender’s ratable portion of the Risk Participation Liability with respect to outstanding Letters of Credit, by (B) the outstanding principal amount of all Advances plus the aggregate amount of the Risk Participation Liability with respect to outstanding Letters of Credit.

“Protective Advances” has the meaning specified therefor in Section 2.3(d)(i) of the Agreement.

“Purchase Money Indebtedness” means Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred at the time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof.

“Qualified Cash” means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of Borrower and its Subsidiaries that is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Account or Securities Account is the subject of a Control Agreement and is maintained by a branch office of the bank or securities intermediary located within the United States.

“Real Property” means any estates or interests in real property now owned or hereafter acquired by Borrower or its Subsidiaries and the improvements thereto.

“Real Property Collateral” means any Real Property hereafter acquired by Borrower or its Subsidiaries with a fair market value of at least $1,000,000 and owned in fee by Borrower or its Subsidiaries.

“Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

“Refinancing Indebtedness” means refinancings, renewals, or extensions of Indebtedness so long as:

(a) the terms and conditions of such refinancings, renewals, or extensions do not, in Agent’s reasonable judgment, materially impair the prospects of repayment of the Obligations by Borrower or materially impair Borrower’s creditworthiness,

(b) such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended,

(c) such refinancings, renewals, or extensions do not result in an increase in the interest rate with respect to the Indebtedness so refinanced, renewed, or extended,

(d) such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are materially more burdensome or restrictive to Borrower,

(e) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable to the Lender Group as those that were applicable to the refinanced, renewed, or extended Indebtedness, and

(f) the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended.

“Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Remedial Action” means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials authorized by Environmental Laws.

“Replacement Lender” has the meaning specified therefor in Section 2.13(b) of the Agreement.

“Report” has the meaning specified therefor in Section 15.16 of the Agreement.

“Required Availability” means that the sum of (a) Excess Availability, plus (b) Qualified Cash exceeds $50,000,000.

“Required Lenders” means, at any time, Lenders whose aggregate Pro Rata Shares (calculated under clause (c) of the definition of Pro Rata Shares) exceed 50%; provided, however, that at any time there are 2 or more Lenders, “Required Lenders” must include at least 2 Lenders.

“Reserve Percentage” means, on any day, for any Lender, the maximum percentage prescribed by the Board of Governors of the Federal Reserve System (or any successor Governmental Authority) for determining the reserve requirements (including any basic, supplemental, marginal, or emergency reserves) that are in effect on such date with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities”) of that Lender, but so long as such Lender is not required or directed under applicable regulations to maintain such reserves, the Reserve Percentage shall be zero.

“Revolver Usage” means, as of any date of determination, the sum of (a) the amount of outstanding Advances, plus (b) the amount of the Letter of Credit Usage.

“Risk Participation Liability” means, as to each Letter of Credit, all reimbursement obligations of Borrower to the Issuing Lender with respect to such Letter of Credit, including (a) the contingent reimbursement obligations of Borrower with respect to the amounts available to be drawn or which may become available to be drawn under the Underlying Letters of Credit, (b) all amounts that have been paid by the Issuing Lender to the Underlying Issuer to the extent not reimbursed by Borrower, whether by the making of an Advance or otherwise, and (c) all accrued and unpaid interest, fees, and expenses payable with respect thereto.

“Sales Support Services Agreements” means the agreements identified on Schedule S-1.

“Sanctioned Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC.

“Sanctioned Person” means a person named on the list of Specially Designated Nationals maintained by OFAC.

“SEC” means the United States Securities and Exchange Commission and any successor thereto.

“Securities Account” means a securities account (as that term is defined in the Code).

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Security Agreement” means a security agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by Borrower and Guarantors to Agent.

“Senior Indebtedness” has the meaning specified therefor in the 1.875% Convertible Notes Indenture and the meaning specified therefor 3.875% Convertible Notes Indenture.

“Settlement” has the meaning specified therefor in Section 2.3(e)(i) of the Agreement.

“Settlement Date” has the meaning specified therefor in Section 2.3(e)(i) of the Agreement.

“Solvent” means, with respect to any Person on a particular date, that, at fair valuations, the sum of such Person’s assets is greater than all of such Person’s debts.

“S&P” has the meaning specified therefor in the definition of Cash Equivalents.

“Stock” means all shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting, including common stock, preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

“Subsidiary” of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly owns or controls the shares of Stock having ordinary voting power to elect a majority of the board of directors (or appoint other comparable managers) of such corporation, partnership, limited liability company, or other entity.

“Subsidiary Service Provider” has the meaning specified therefor in Section 4.24(b) of the Agreement.

“Swing Lender” means WFF or any other Lender that, at the request of Borrower and with the consent of Agent agrees, in such Lender’s sole discretion, to become the Swing Lender under Section 2.3(b) of the Agreement.

“Swing Loan” has the meaning specified therefor in Section 2.3(b) of the Agreement.

“Taxes” shall mean, any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments and all interest, penalties or similar liabilities with respect thereto; provided that Taxes shall exclude (i) any tax imposed on the net income or net profits of any Lender or any Participant (including any branch profits taxes), in each case imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender or such Participant is organized or the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender’s or such Participant’s principal office is located in each case as a result of a present or former connection between such Lender or such Participant and the jurisdiction or taxing authority imposing the tax (other than any such connection arising solely from such Lender or such Participant having executed, delivered or performed its obligations or received payment under, or enforced its rights or remedies under the Agreement or any other Loan Document); (ii) taxes resulting from a Lender’s or a Participant’s failure to comply with the requirements of Section 16(c) or (d) of the Agreement, and (iii) any United States federal withholding taxes that would be imposed on amounts payable to a Foreign Lender based upon the applicable withholding rate in effect at the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), except that Taxes shall include (A) any amount that such Foreign Lender (or its assignor, if any) was previously entitled to receive pursuant to Section 16(a) of the Agreement, if any, with respect to such withholding tax at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), and (B) additional United States federal withholding taxes that may be imposed after the time such Foreign Lender becomes a party to the Agreement (or designates a new lending office), as a result of a change in law, rule, regulation, order or other decision with respect to any of the foregoing by any Governmental Authority.

“Trademark Security Agreement” has the meaning specified therefor in the Security Agreement.

“Underlying Issuer” means a third Person which is the beneficiary of an L/C Undertaking and which has issued a letter of credit at the request of the Issuing Lender for the benefit of Borrower.

“Underlying Letter of Credit” means a letter of credit that has been issued by an Underlying Issuer.

“United States” means the United States of America.

“Voidable Transfer” has the meaning specified therefor in Section 17.8 of the Agreement.

“Wells Fargo” means Wells Fargo Bank, National Association, a national banking association.

“WFF” means Wells Fargo Foothill, LLC, a Delaware limited liability company.

Schedule 3.1

Conditions Precedent

The obligation of each Lender to make its initial extension of credit provided for in the Agreement is subject to the fulfillment, to the satisfaction of each Lender (the making of such initial extension of credit by any Lender being conclusively deemed to be its satisfaction or waiver of the following), of each of the following conditions precedent:

(a) the Closing Date shall occur on or before April 15, 2009;

(b) Agent shall have received a letter duly executed by Borrower authorizing Agent to file appropriate financing statements in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the security interests to be created by the Loan Documents;

(c) Agent shall have received evidence that appropriate financing statements have been duly filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect the Agent’s Liens in and to the Collateral, and Agent shall have received searches reflecting the filing of all such financing statements;

(d) Agent shall have received each of the following documents, in form and substance satisfactory to Agent, duly executed, and each such document shall be in full force and effect:

(i) the Controlled Account Agreements (as defined in the Security Agreement),

(ii) the Security Agreement,

(iii) the Flow of Funds Agreement,

(iv) the Fee Letter,

(v) the Patent Security Agreement,

(vi) the Trademark Security Agreement, and

(vii) a letter, in form and substance satisfactory to Agent, from Existing Lender to Agent respecting the amount necessary to repay in full all of the obligations of Borrower and its Subsidiaries owing to Existing Lender and obtain a release of all of the Liens existing in favor of Existing Lender in and to the assets of Borrower and its Subsidiaries, together with termination statements and other documentation evidencing the termination by Existing Lender of its Liens in and to the properties and assets of Borrower and its Subsidiaries, and

(e) Agent shall have received a certificate from the Secretary of Borrower (i) attesting to the resolutions of Borrower’s Board of Directors authorizing its execution, delivery, and performance of the Agreement and the other Loan Documents to which Borrower is a party, (ii) authorizing specific officers of Borrower to execute the same, and (iii) attesting to the incumbency and signatures of such specific officers of Borrower;

(f) Agent shall have received copies of Borrower’s Governing Documents, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of Borrower;

(g) Agent shall have received a certificate of status with respect to Borrower, dated within 10 days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of Borrower, which certificate shall indicate that Borrower is in good standing in such jurisdiction;

(h) Agent shall have received certificates of status with respect to Borrower, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of Borrower) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that Borrower is in good standing in such jurisdictions;

(i) Agent shall have received certificates of insurance, together with the endorsements thereto, as are required by Section 5.6, the form and substance of which shall be satisfactory to Agent;

(j) Agent shall have received an opinion of the Borrower’s counsel in form and substance satisfactory to Agent;

(k) Borrower shall have the Required Availability after giving effect to the initial extensions of credit hereunder and the payment of all fees and expenses required to be paid by Borrower on the Closing Date under the Agreement or the other Loan Documents;

(l) Agent shall have completed its business, legal, and collateral due diligence, including a collateral audit and review of Borrower’s and its Subsidiaries books and records and verification of Borrower’s representations and warranties to Lender Group, the results of which shall be satisfactory to Agent;

(m) Agent shall have completed (i) Patriot Act searches, OFAC/PEP searches and background checks for Borrower, and (ii) OFAC/PEP searches and reference checks with respect to Borrower’s senior management and key principals, in each case, the results of which are satisfactory to Agent in its sole discretion;

(n) Agent shall have received a set of Projections of Borrower for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent;

(o) Borrower shall have paid all Lender Group Expenses incurred in connection with the transactions evidenced by the Agreement;

(p) Agent shall have received copies of each of the Convertible Notes Documents, together with a certificate of the Secretary of Borrower certifying each such document as being a true, correct, and complete copy thereof;

(q) Borrower and each of its Subsidiaries shall have received all licenses, approvals or evidence of other actions required by any Governmental Authority in connection with the execution and delivery by Borrower or its Subsidiaries of the Loan Documents or with the consummation of the transactions contemplated thereby; and

(r) all other documents and legal matters in connection with the transactions contemplated by the Agreement shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent.

Schedule 4.1(b)

Capitalization of Borrower

Borrowers’s authorized capital stock includes 255,000,000 shares, of which (i) 250,000,000 are be designated “Common Stock” and have a par value of $0.0001 per share; and (ii) 5,000,000 shares are designated “Preferred Stock” and have a par value of $0.0001 per share. As of March 27, 2009, there were 131,978, 122 shares of common stock outstanding and no shares of preferred stock outstanding.

There are 9,549,445 options to purchase common stock outstanding under Borrower’s employee stock option plans. Also, Borrower has granted 341,250 shares of restricted stock under Borrower’s employee stock plans. Borrower has the right to reacquire the shares of restricted stock which are subject to right of forfeiture if the employee ceases to be employed by the Borrower.

The 1.875% Convertible Notes Documents and the 3.875% Convertible Notes Documents contain provisions that allow the note holders to require Borrower to repurchase the 1.875% Convertible Notes and the 3.875% Convertible Notes.

Schedule 4.1(c)

Capitalization of Borrower’s Subsidiaries

All of the following subsidiaries are 100% owned directly or indirectly by Powerwave or one of its subsidiaries, except as noted below and except for nominal ownership (less than 1%) by individuals where there is a legal requirement to have an individual person own shares:

Allgon Systems AB (Sweden)

Cognition Networks LLC (Florida)

Filtronic (Suzhou) Telecommunication Products Co. Ltd. (China)

LGP Allgon Holding AB (Sweden)

LGP Telecom (Shanghai) Ltd. (China)

LGP Telecom Ltda (Brazil)

MG Instruments AB (Sweden)

Microwave Ventures, Inc. (Philippines) [Owned 40% by Remec Manufacturing Philippines, Inc. and 60% by Powerwave Holdings Philippines, Inc.]

Powerwave Asia, Inc. (Delaware)

Powerwave Cognition, Inc. (Delaware) [Powerwave owns 60% of this entity.]

Powerwave Comtek Oy (Finland)

Powerwave Corporation Limited (Hong Kong)

Powerwave Europe, Inc. (Delaware)

Powerwave Finland Oy (Finland)

Powerwave Holdings Philippines, Inc. (Philippines) [300,000 Class A shares held by three nominee shareholders who are Philippine residents. Nominees are affiliated with Baker & McKenzie in the Philippines]

Powerwave Hungary Kft (Hungary)

Powerwave Netherlands B.V. (Netherlands)

Powerwave Overseas Holding Limited (UK)

Powerwave Oy (Finland)

Powerwave Singapore Pte. Ltd. (Singapore)

Powerwave Sweden AB (Sweden)

Powerwave Technologies (Suzhou) Co. Ltd. (China)

Powerwave Technologies (Wuxi) Co. Ltd. (China)

Powerwave Technologies Brazil Comercio de Equipamentos de Telecomunicacao Ltda (Brazil)

Powerwave Technologies Canada, Ltd. (Canada)

Powerwave Technologies Estonia OU (Estonia)

Powerwave Technologies France SAS (France)

Powerwave Technologies Germany GmbH (Germany)

Powerwave Technologies Hong Kong Limited (Hong Kong)

Powerwave Technologies India Private Limited (India)

Powerwave Technologies Research and Development India PVT Ltd. (India)

Powerwave Technologies Singapore Pte Ltd (Singapore)

Powerwave Technologies Sweden Holdings AB (Sweden)

Powerwave Technologies UK Limited (UK)

Powerwave Technologies Sweden AB (Sweden)

Powerwave UK Limited (UK)

P-Wave Ltd (Israel)

REMEC Manufacturing Phillippines, Inc. (Philippines)

REMEC Wireless Telecommunication (Shanghai) Co. Ltd. (China)

RMPI LLC (California)

Powerwave Technologies (Thailand) Limited

Powerwave Technologies Sweden Holdings (AB) (Sweden)

Schedule 4.6(a)

States of Organization

See Schedule 4.1(c) for a listing of the names and jurisdiction of incorporation of the Subsidiaries of Borrower.

Schedule 4.6(b)

Chief Executive Offices

Borrower’s chief executive office is 1801 East Saint Andrew Place, Santa Ana, California 92705.

The chief executive office of the Borrower’s subsidiaries is the same as Borrower except for those noted below:

Allgon Systems AB

Box 1155, 164 26 Kista Sweden

Cognition Networks LLC

21 Continental Boulevard Merrimack, NH 03054

Filtronic (Suzhou) Telecommunication Products Co. Ltd.

Factory C.1, Huo Ju Road, Suzhou New District, SND Hi-Tech Industrial Park, Suzhou, Jiansu Province 215009

LGP Allgon Holding AB

Box 1155, 164 26 Kista Sweden

LGP Telecom (Shanghai) Ltd.

Factory C.1, Huo Ju Road, Suzhou New District, SND Hi-Tech Industrial Park, Suzhou, Jiansu Province 215009

LGP Telecom Ltda

Praca Joao Duran Alonso, no 34, 3 andar, escritorios no 32, sala “A”, CEP 04571-070 Brazil

MG Instruments AB

Box 1155, 164 26 Kista Sweden

Microwave Ventures, Inc.

No. 5 West Road, Special Export Processing Zone, Light Industry & Science Park, Cabuyao, Laguna Philippines

Powerwave Cognition, Inc. (Delaware)

21 Continental Boulevard Merrimack, NH 03054

Powerwave Comtek Oy

Takatie 6, 90440 Kempele, Finland

Powerwave Corporation Limited

Room 2018-2019, Chevalier Commercial Building, 8 Wang Hoi Road, Kowloon Bay, Kowloon Hong Kong

Powerwave Finland Oy

Takatie 6, 90440 Kempele, Finland

Powerwave Holdings Philippines, Inc.

12th Floor, Net One Center, 26th Street Corner, 3rd Avenue, Crescent Park West, Bonifacio Global City, Taguig City, Metro Manila Philippines

Powerwave Hungary Kft

H-8000 Szekesfehervar, Berenyi ut 72-100

Powerwave Netherlands B.V.

Startbaan 5A 1185 XP Amstelveen The Netherlands

Powerwave Overseas Holding Limited

Unit 3, Jubilee Way, Thackley Old Road Shipley, West Yorkshire BD18 1QG United Kingdom

Powerwave Oy

Takatie 6, 90440 Kempele, Finland

Powerwave Singapore Pte. Ltd.

10 Eunos Road 8, #13-10, Singapore Post Centre, Singapore 408600

Powerwave Sweden AB

Box 1155, 164 26 Kista Sweden

Powerwave Technologies (Suzhou) Co. Ltd.

Factory C.1, Huo Ju Road, Suzhou New District, SND Hi-Tech Industrial Park, Suzhou, Jiansu Province 215009

Powerwave Technologies (Wuxi) Co. Ltd.

Factory C.1, Huo Ju Road, Suzhou New District, SND Hi-Tech Industrial Park, Suzhou, Jiansu Province 215009

Powerwave Technologies Brazil Comercio de Equipamentos de Telecomunicacao Ltda

Praca Joao Duran Alonso, no 34, 3 andar, escritorios no 32, sala “A”, CEP 04571-070 Brazil

Powerwave Technologies Canada, Ltd.

Field Law 2000 Oxford Tower, 10235-101 Street, Edmonton, Alberta T5J 3G1 Canada

Powerwave Technologies Estonia OU

Poikmae 1, Tanassilma Technopark, Saku Vald, Harju County 76401 Estonia

Powerwave Technologies France SAS

25 Rue Greffulhe 92300 Levallois Perret, France

Powerwave Technologies Germany GmbH

Regus Business Center, Stadttor 1, 40219 Dusseldorf, Germany

Powerwave Technologies Hong Kong Limited

Room 2018-2019, Chevalier Commercial Building, 8 Wang Hoi Road, Kowloon Bay, Kowloon Hong Kong

Powerwave Technologies India Private Limited

#1606 to 1609, 16th Floor, Connaught Place, Narain Manzil, 23 Barakhamba Road, New Delhi 110001 India

Powerwave Technologies Research and Development India PVT Ltd.

Unit #04-01, Level 4, Block 2, Cyber Pearl, HITECH City, Hyderabad 500081 Andhra Pradesh India

Powerwave Technologies Singapore Pte Ltd

10 Eunos Road 8, #13-10, Singapore Post Centre, Singapore 408600

Powerwave Technologies Sweden Holdings AB

Box 1155, 164 26 Kista Sweden

Powerwave Technologies UK Limited

Unit 3, Jubilee Way, Thackley Old Road Shipley, West Yorkshire BD18 1QG United Kingdom

Powerwave Technologies Sweden AB

Box 1155, 164 26 Kista Sweden

Powerwave UK Limited

Unit 3, Jubilee Way, Thackley Old Road Shipley, West Yorkshire BD18 1QG United Kingdom

P-Wave Ltd

Yigal Arnon & Co. 1 Azrieli Center, 46th Floor, Round Tower, Tel Aviv 67021 Israel

REMEC Manufacturing Phillippines, Inc.

14 Ampere Street, Special Export Processing Zone, Cabuyao, Laguna Philippines

REMEC Wireless Telecommunication (Shanghai) Co. Ltd.

Factory C.1, Huo Ju Road, Suzhou New District, SND Hi-Tech Industrial Park, Suzhou, Jiansu Province 215009

Powerwave Technologies (Thailand) Limited (recently incorporated; no address yet)

Powerwave Technologies Sweden Holdings (AB)

Box 1155, 164 26 Kista Sweden

Schedule 4.6(c)

Organizational Identification Numbers

Tax ID Number of Powerwave Technologies, Inc. - 11-2723423

Schedule 4.6(d)

Commercial Tort Claims

None.

Schedule 4.7

Litigation

None.

Schedule 4.12

Environmental Matters

Powerwave’s main location is at 1801 E. St. Andrew Place, Santa Ana, California. Bell Industries, Inc. formerly conducted its Electronics Systems Division business as a tenant at 1831 Ritchey Street, Santa Ana, CA, which is in close proximity to Powerwave’s location at 1801 E. St. Andrew Place, Santa Ana, California. Bell is an alleged source of groundwater contamination at the Ritchey Street property and has been engaged in the remediation of various subsurface groundwater substances at the Ritchey Street property, such substances consisting of chlorinated solvents and the solvent stabilizer, 1.4 dioxane. The remediation has been done under the direction of the California Regional Water Quality Control Board, Santa Ana region. Under the direction of the Regional Water Quality Board, Bell is conducting further investigative measures to characterize and define the extent of possible subsurface ground water contamination at 1801 E. St. Andrew Place, Santa Ana, CA and has installed a monitoring well on Powerwave’s property. Based on public filings made by Bell Industries, it appears that the groundwater contamination is migrating toward the grassy area of the southeastern portion of Powerwave’s property at 1801 E. St. Andrew Place, Santa Ana, CA.

When Powerwave sold its Philippine operations to Celestica Corporation in February 2006, an environmental study was conducted and it was determined that there was ground water contamination. Powerwave has agreed to indemnify Celestica for violations of environmental laws. Powerwave is in the process of determining what remedial actions are required to remedy the groundwater contamination. Powerwave has incurred approximately $32,000 in costs for environmental studies and has received a preliminary estimate of $500,000-$1,000,000 to remediate the groundwater contamination. Powerwave believes that the groundwater contamination levels do not violate Philippines law, although some concentrations may exceed international standards. Powerwave has not completed any remediation and is attempting to sell the real property in the Philippines.

Schedule 4.13

Intellectual Property

Licenses

1. Patent Cross License Agreement between Powerwave and Andrew Corporation dated March 30, 2006. In this agreement, both parties cross licensed all of their patents relating to Cellular Base Station Products and Signal Repeater Products to each other.

2. Patent Licence Agreement between Filtronic plc, Powerwave Overseas Holdings Ltd (formerly name Filtronic Overseas Holdings Ltd.) dated October 15, 2006.

3. Agreement dated February 2003 between Gamma Nu, Inc., a Korean company, and Algon Telecom Wuxi Co. Ltd. (now named Powerwave Wuxi) and Allgon AB (now named Powerwave Sweden AB). Under this agreement, Gamma Nu granted Allgon Wuxi the right to sell certain antennas based on Gamma Nu’s design.

4. Settlement Agreement dated July 29, 2005 between Kathrein-Werke KG and Powerwave Technologies, Inc. This settlement agreement contains cross license between the parties to certain patents.

5. Technology License Agreement dated November 3, 2008 between Powerwave Technologies Sweden AB and Powerwave Technologies, Inc.

6. Technology License Agreement dated November 3, 2008 between Powerwave Comtek Oy and Powerwave Technologies, Inc.

Trademarks

POWERWAVE TECHNOLOGIES, INC.

U.S. Trademark

Reference No.	MARK	Class/Goods	Application No Application Date	Registration No. Registration Date	Renewal Date	Status/Comments
MILCOM.072T	ALLGON	9-Cellular radio base station antennas; multicolor receivers, power monitoring units, and land mobile radio base station antennas.	74/284259 06/11/92	1782480 07/20/93	07/20/13	RENEWED.
MILCOM.051T	IN-HANCER	9,38- Telecommunication products, namely, a bi-directional amplifier which extends cellular signals beyond normal ranges 38- Telecommunication services, namely, services which extend the range of cellular signals into buildings and other structures for cellular telephones, personal digital assistants, and other communication devices.	76/304051 08/24/01	2873139 08/17/04	08/17/14	REGISTERED. Affidavit of Use due 08/17/10.
MILCOM.052T	KAVAL	38-Telecommunications services, namely, services which extend the range of wireless signals for cellular telephones, personal digital assistants, and other wireless devices.	76/171963 11/28/00	2768621 09/30/03	09/3013	REGISTERED. Affidavit of Use due 09/30/09.
MILCOM.008T	POWERWAVE	9-Radio frequency power amplifiers	75/143289 08/01/96	2131938 01/27/98	01/27/18	RENEWED.
MILCOM.013T	POWERWAVE	9-Racks, combiners, and cabinets for radio frequency power amplifiers for use in wireless communications.	75/611598 12/23/98	2483000 08/28/01	08/28/11	REGISTERED.

Reference No.	MARK	Class/Goods	Application No Application Date	Registration No. Registration Date	Renewal Date	Status/Comments
MILCOM.054T	POWERWAVE	9- Antennas; Tower Mounted Antennas; Antenna Brackets; Tilting modules; Converters; Master Control Units; Power Distribution Units; Current Injectors; Filters for Antenna Systems; Base Stations; Power Amplifiers for wireless communication systems; Base Station Conditioners; Integrated Radios; Digital Radio Heads; Base Station Filters; Microwave Filters; Couplers; Combiners; Diplexers; Triplexers; Boosters; Repeaters; Repeater networks; Wireband Radio Heads; distributed antenna systems; Base Station Sub-systems comprising filters, couplers, and power amplifiers; Cabinets and frames for power amplifiers; Microwave Radio Links; Antenna Line Devices; Wireless IP and voice transmission systems; computer software for use in controlling, operating, managing, or maintaining wireless communications systems or wireless infrastructure equipment; antenna systems; base station systems; wireless coverage systems; wireless data communications devices; wireless infrastructure equipment; wireless communications devices 42- Design, development, production, delivery, installation, support, deployment, operation and maintenance of end-to-end wireless infrastructure systems and wireless communication systems.	78/617536 04/26/05	3386310 02/19/08	02/19/18	REGISTERED. Affidavit of Use due 02/19/14.
MILCOM.009T	POWERWAVE TECHNOLOGIES	9-Radio frequency power amplifiers.	75/143533 08/01/96	2131941 01/27/98	01/27/18	RENEWED.
MILCOM.014T	POWERWAVE TECHNOLOGIES	9-Racks, combiners, and cabinets for radio frequency power amplifiers for use in wireless communications.	75/611599 12/23/98	2483001 08/28/01	08/28/11	REGISTERED.

Reference No.	MARK	Class/Goods	Application No Application Date	Registration No. Registration Date	Renewal Date	Status/Comments
MILCOM.055T	POWERWAVE TECHNOLOGIES	9-Antennas; Tower Mounted Antennas; Antenna Brackets; Tilting modules; Converters; Master Control Units; Power Distribution Units; Current Injectors; Filters for Antenna Systems; Base Stations; Power Amplifiers for wireless communication systems; Base Station Conditioners; Integrated Radios; Digital Radio Heads; Base Station Filters; Microwave Filters; Couplers; Combiners; Diplexers; Triplexers; Boosters; Repeaters; Repeater networks; Wireband Radio Heads; distributed antenna systems; Base Station Sub-systems comprising filters, couplers, and power amplifiers; Cabinets and frames for power amplifiers; Microwave Radio Links; Antenna Line Devices; Wireless IP and voice transmission systems; computer software for use in controlling, operating, managing, or maintaining wireless communications systems or wireless infrastructure equipment; antenna systems; base station systems; wireless coverage systems; wireless data communications devices; wireless infrastructure equipment; wireless communications devices 42-Design, development, production, delivery, installation, support, deployment, operation and maintenance of end-to-end wireless infrastructure systems and wireless communication systems.	78/617540 04/26/05	3392898 03/04/08	03/04/18	REGISTERED. Affidavit of Use due 03/04/14
MILCOM.028T		9-Power amplifiers; racks, combiners and cabinets for power amplifiers.	76/138204 09/29/00	2,595,659 07/16/02	07/16/12	REGISTERED.
MILCOM.056T		9- Antennas; Tower Mounted Antennas; Antenna Brackets; Tilting modules; Converters; Master Control Units; Power Distribution Units; Current Injectors; Filters for Antenna Systems; Base Stations; Power Amplifiers for wireless communication systems; Base Station Conditioners; Integrated Radios; Digital Radio Heads; Base Station Filters; Microwave Filters; Couplers; Combiners; Diplexers; Triplexers; Boosters; Repeaters; Repeater networks; Wireband Radio Heads; distributed antenna systems; Base Station Sub-systems comprising filters, couplers, and power amplifiers; Cabinets and frames for power amplifiers; Microwave Radio Links; Antenna Line Devices; Wireless IP and voice transmission systems; computer software for use in controlling, operating, managing, or maintaining wireless communications systems or wireless infrastructure equipment; antenna systems; base station systems; wireless coverage systems; wireless data communications devices; wireless infrastructure equipment; wireless communications devices.	78/617538 04/26/05	3386311 02/19/08	02/19/08	REGISTERED. Affidavit of Use due 02/19/14.

Reference No.	MARK	Class/Goods	Application No Application Date	Registration No. Registration Date	Renewal Date	Status/Comments
MILCOM.047T	TAP-IN	9-Telecommunications products, namely, computer hardware and software which extends cellular signals beyond normal ranges.	76/261630 05/23/01	3064008 02/28/06	02/28/16	REGISTERED. Affidavit of Use due 02/28/12
MILCOM.026T	THE POWER IN WIRELESS	9- Radio frequency power amplifiers for use in base stations; racks, combiners, and cabinets for power amplifiers;	76/113694 08/21/00	2732674 07/01/03	07/01/13	REGISTERED. Affidavit of Use due 07/01/09
	THE MOST POWERFUL	9- Power amplifiers, racks, combiners and cabinets for power amplifiers.	75508043	2652130
REGISTERED
	WAVE IN WIRELESS		06/24/1998	11/19/1998

Foreign Trademark

ARGENTINA

Reference No. ARGENTINA	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/Comments
MILCOM.011WAR		9 – Radio frequency power amplifiers.	2129572 02/05/98	2028164 5/20/05	5/20/15	REGISTERED
MILCOM.015WAR		9 – Racks, combiners, and cabinets for power amplifiers.	2225934 06/25/99	1823001 03/22/01	03/22/11	REGISTERED.

BRAZIL

Reference No. BRAZIL	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/Comments
MILCOM.056WBR		9 - Antennas; tower mounted antennas; antenna brackets; tilting modules; coverters; master control units; power distribution units; current injectors; filters for antenna systems; base stations; power amplifiers for wireless communication systems; base station conditioners; integrated radios; digital radio heads; base station filters; microwave filters; couplers; combiners; diplexers; triplexers; boosters; repeaters; repeater networks; wireband radio heads; distributed antenna systems; base station sub-systems comprising filters, couplers, and power amplifiers; cabinets and frames for power amplifiers; microwave radio links; antenna line devices; wireless IP and voice transmission systems; computer software for use in controlling, operating, managing, or maintaining wireless communications systems or wireless infrastructure equipment; antenna systems base station systems; wireless coverage systems; wireless data communications devices; wireless infrastructure equipment; wireless communications devices. Design, development, production, delivery, installation, support, deployment, operation and maintenance of end-to-end wireless infrastructure systems and wireless communication systems	828798613 10/17/06			PENDING Published 11/14/06
MILCOM.063WBR		42 - Design, development, production, delivery, installation, support, deployment, operation and maintenance of end-to-end wireless infrastructure systems and wireless communiation systems	828798605 10/17/06			PENDING Published 11/14/06

Reference No. BRAZIL	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/Comments
MILCOM.067WBR	POWERING THE NEXT WAVE OF GROWTH IN WIRELESS	9- Antennas; Tower Mounted Antennas; Antenna Brackets; Tilting modules; Converters; Master Control Units; Power Distribution Units; Current Injectors; Filters for Antenna Systems; Base Stations; Power Amplifiers for wireless communication systems; Base Station Conditioners; Integrated Radios; Digital Radio Heads; Base Station Filters; Microwave Filters; Couplers; Combiners; Diplexers; Triplexers; Boosters; Repeaters; Repeater networks; Wireband Radio Heads; distributed antenna systems; Base Station Sub-systems comprising filters, couplers, and power amplifiers; Cabinets and frames for power amplifiers; Microwave Radio Links; Antenna Line Devices; Wireless IP and voice transmission systems; computer software for use in controlling, operating, managing, or maintaining wireless communications systems or wireless infrastructure equipment; antenna systems; base station systems; wireless coverage systems; wireless data communications devices; wireless infrastructure equipment; wireless communications devices	828278890 3/29/06			ABANDONED.
MILCOM.079WBR	POWERING THE NEXT WAVE OF GROWTH IN WIRELESS	42 - Design, development, production, delivery, installation, support, deployment, operation and maintenance of end-to-end wireless infrastructure systems and wireless communication systems	828278881 3/29/06			ABANDONED.
MILCOM.008WBR	POWERWAVE	9 – Radio frequency power amplifiers used in the telecommunication field	820543586 02/03/98	820543586 12/28/99	12/28/09	REGISTERED.
MILCOM.013WBR	POWERWAVE	9 – Racks, combiners, and cabinets for power amplifiers.	821744070 06/23/99			PENDING. Registration fee paid 11/26/07.
MILCOM.009WBR	POWERWAVE TECHNOLOGIES	9 – Power amplifiers used in the field of wireless communications.	820401900 11/19/97	820401900 03/13/01	03/13/11	REGISTERED.
MILCOM.014WBR	POWERWAVE TECHNOLOGIES	9 – Racks, combiners, and cabinets for power amplifiers.	821744062 06/23/99			PENDING. Registration fee paid 11/26/07.

Reference No. BRAZIL	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/Comments
MILCOM.011WBR		9 – Radio frequency power amplifiers, used in the telecommunication area.	820543594 02/03/98	820543594 08/15/00	08/15/10	REGISTERED.
MILCOM.015WBR		9- Racks, combiners, and cabinets for power amplifiers.	821744089 06/23/99	821744089 01/06/04	01/06/14	REGISTERED.

CANADA

Reference No. CANADA	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/Comments
MILCOM.051WCA	IN-HANCER	9, 38 – Telecommunication products namely, a bi-directional amplifier which extends cellular signals beyond normal ranges 38 – Telecommunication services namely, services which extend the range of cellular signals into buildings and other structures for cellular telephones, personal digital assistants and other communication devices.	109473500 03/02/01	TMA600240 01/22/04	01/22/19	REGISTERED.
MILCOM.052WCA	KAVAL	38 – Telecommunication services namely, services which extend the range of wireless signals for cellular telephone, personal digital assistants, and other wireless devices.	108424200 11/27/00	TMA577052 03/05/03	03/05/18	REGISTERED.
MILCOM.053WCA	OFR	9 – Radio frequency repeaters.	622400 01/03/89	TMA364636 01/19/90	01/19/20	REGISTERED.
MILCOM.028WCA		9 – Power amplifiers; racks, combiners, and cabinets for power amplifiers.	1096299 03/16/01	TMA621067 09/29/04	09/29/19	REGISTERED.
MILCOM.056WCA		9- Antennas; Tower Mounted Antennas; Antenna Brackets; Tilting modules; Converters; Master Control Units; Power Distribution Units; Current Injectors, Filters for Antenna Systems; Base Stations; Power Amplifiers for wireless communications systems; Base Station Conditioners; Integrated Radios; Digital Radio Heads; Base Station Filters; Microwave Filters; Couplers; Combiners; Diplexers; Triplexers; Boosters; Repeaters; Repeater networks; Wireband Radio Heads; distributed antenna systems; Base Station Sub-systems comprising filters, couplers and power amplifiers; Cabinets and frames for power amplifiers; Microwave Radio Links; Antenna Line Devices; Wireless IP and voice transmission systems; computer software for use in controlling, operating, managing, or maintaining wireless communications systems or wireless infrastructure equipment; antenna systems; base station systems; wireless coverage systems; wireless data communications devices; wireless infrastructure equipment; wireless communications devices. 42 - Design, development, production, delivery, installation, support, deployment, operation and maintenance of end-to-end wireless infrasctructure systems and wireless communication systems.	1264047 07/04/05			PENDING. Published 12/03/08.

Reference No. CANADA	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/Comments
MILCOM.067WCA	POWERING THE NEXT WAVE OF GROWTH IN WIRELESS	9- Antennas; Tower Mounted Antennas; Antenna Brackets; Tilting modules; Converters; Master Control Units; Power Distribution Units; Current Injectors; Filters for Antenna Systems; Base Stations; Power Amplifiers for wireless communication systems; Base Station Conditioners; Integrated Radios; Digital Radio Heads; Base Station Filters; Microwave Filters; Couplers; Combiners; Diplexers; Triplexers; Boosters; Repeaters; Repeater networks; Wireband Radio Heads; distributed antenna systems; Base Station Sub-systems comprising filters, couplers, and power amplifiers; Cabinets and frames for power amplifiers; Microwave Radio Links; Antenna Line Devices; Wireless IP and voice transmission systems; computer software for use in controlling, operating, managing, or maintaining wireless communications systems or wireless infrastructure equipment; antenna systems; base station systems; wireless coverage systems; wireless data communications devices; wireless infrastructure equipment; wireless communications devices; 42- Design, development, production, delivery, installation, support, deployment, operation and maintenance of end-to-end wireless infrastructure systems and wireless communication systems	1295516 3/21/06			ABANDONED.
MILCOM.008WCA	POWERWAVE	9 - Radio frequency power amplifiers; radio frequency power amplifiers for use in wireless communications; racks; combiners designed to connect multiple amplifiers together and to combine the input or output of such connected radio frequency power amplifiers for use with wireless communications, and cabinets for such power amplifiers for use with wireless communications.	899588 12/16/98	TMA612416 06/09/04	06/09/19	REGISTERED.

Reference No. CANADA	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/Comments
MILCOM.054WCA	POWERWAVE	9,42 – Antennas; Tower mounted antennas; antenna brackets; tilting modules; converters; master control units; power distribution units; current injectors; filters for antenna systems; base stations; power amplifiers for wireless communications systems; base station conditioners; integrated radios; digital radio heads; base station filters; microwave filters; couplers; combiners; diplexers; triplexers; boosters; repeaters; repeater networks; wireband radio heads; distributed antenna systems; base station sub-systems comprising filters; couplers and power amplifiers; cabinets and frames for power amplifiers; microwave radio links; antenna line devices; wireless IP and voice transmission systems; computer software for use in controlling, operating, managing, or maintaining wireless communications systems or wireless infrastructure equipment; antenna systems; base station systems; wireless coverage systems; wireless data communications devices; wireless infrastructure equipment; wireless communications devices. 42- Design, development, production, delivery, installation, support, deployment, operation and maintenance of end-to-end wireless infrastructure systems and wireless communication systems.	1264050 07/04/05			PENDING. Declaration of Use due 04/29/09.
MILCOM.011WCA		9 - Radio frequency power amplifiers for use in wireless communications; racks; combiners designed to connect multiple amplifiers together and to combine the input or output of such connected radio frequency power amplifiers for use with wireless communications and; cabinets for such power amplifiers for use with wireless communications.	899592 12/16/98	TMA607900 04/19/04	04/19/19	REGISTERED.
MILCOM.047WCA	TAP-IN	9 – Telecommunication products namely, bi-directional amplifiers which extend the range of cellular signals beyond normal ranges.	110382700 05/22/01	TMA596605 12/04/03	12/04/18	REGISTERED.
MILCOM.026WCA	THE POWER IN WIRELESS	9 - Radio frequency power amplifiers; racks, combiners, and cabinets for power amplifiers; radio frequency power amplifiers for use in base stations; racks, combiners and cabinets for power amplifiers.	1092202 02/09/01	TMA611711 06/01/04	06/01/19	REGISTERED.

CHILE

Reference No. CHILE	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/Comments
MILCOM.011WCL		9 – Power amplifiers or radial frequency power.	405804 02/13/98	649968 11/25/02	11/25/12	REGISTERED.
MILCOM.015WCL		9 – Racks, combiners, and cabinets for power amplifiers.	452594 06/23/99	555839 12/15/09	12/15/09	REGISTERED.

CHINA

Reference No. CHINA	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/Comments
MILCOM.028WCN		9 – Power amplifiers; racks, combiners, and cabinets for power amplifiers.	3364951 11/11/02	3364951 01/21/04	01/20/14	REGISTERED.
MILCOM.041WCN		20- Racks and cabinets for power amplifiers.	3555935 05/14/03	3555935 02/14/05	02/13/15	REGISTERED.
MILCOM.056WCN		9 - Antennas; Tower Mounted Antennas; Antenna Brackets; Tilting modules; Converters; Master Control Units; Power Distribution Units; Current Injectors, Filters for Antenna Systems; Base Stations; Power Amplifiers for wireless communications systems; Base Station Conditioners; Integrated Radios; Digital Radio Heads; Base Station Filters; Microwave Filters; Couplers; Combiners; Diplexers; Triplexers; Boosters; Repeaters; Repeater networks; Wireband Radio Heads; distributed antenna systems; Base Station Sub-systems comprising filters, couplers and power amplifiers; Cabinets and frames for power amplifiers; Microwave Radio Links; Antenna Line Devices; Wireless IP and voice transmission systems; computer software for use in controlling, operating, managing, or maintaining wireless communications systems or wireless infrastructure equipment; antenna systems; base station systems; wireless coverage systems; wireless data communications devices; wireless infrastructure equipment; wireless communications devices.	4772155 07/11/05			PENDING. Published 03/06/08.
MILCOM.063WCN		42 – Design, development, production, delivery, installation, support, deployment, operation and maintenance of end-to-end wireless infrastructure systems and wireless communication systems.	4772154 07/11/05			PENDING. Published 11/27/08.
MILCOM.013WCN	POWERWAVE	9 – Cabinets for power amplifiers, sold together with power amplifier; power amplifier; racks for power amplifiers, sold together with power amplifiers; combiners for power amplifiers.	3395716 12/06/02	3395716 03/14/04	03/13/14	REGISTERED.

Reference No. CHINA	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/Comments
MILCOM.054WCN	POWERWAVE	9 – Antennas; Tower Mounted Antennas; Antenna Brackets; Tilting modules; Converters; Master Control Units; Power Distribution Units; Current Injectors, Filters for Antenna Systems; Base Stations; Power Amplifiers for wireless communications systems; Base Station Conditioners; Integrated Radios; Digital Radio Heads; Base Station Filters; Microwave Filters; Couplers; Combiners; Diplexers; Triplexers; Boosters; Repeaters; Repeater networks; Wireband Radio Heads; distributed antenna systems; Base Station Sub-systems comprising filters, couplers and power amplifiers; Cabinets and frames for power amplifiers; Microwave Radio Links; Antenna Line Devices; Wireless IP and voice transmission systems; computer software for use in controlling, operating, managing, or maintaining wireless communications systems or wireless infrastructure equipment; antenna systems; base station systems; wireless coverage systems; wireless data communications devices; wireless infrastructure equipment; wireless communications devices.	4772156 07/11/05			PENDING. Published 12/20/08.
MILCOM.064WCN	POWERWAVE	42 – Design, development, production, delivery, installation, support, deployment, operation and maintenance of end-to-end wireless infrastructure systems and wireless communication systems.	4772153 07/11/05			PENDING. Appeal filed 12/11/08. Wait for decision (will take 1-2 yrs)
MILCOM.014WCN	POWERWAVE TECHNOLOGIES	9 – Cabinets for power amplifiers, sold together with power amplifiers; power amplifiers; racks for power amplifiers, sold together with power amplifiers; combiners for power amplifiers.	3395715 12/06/02	3395715 03/14/04	03/13/14	REGISTERED.

EUROPEAN UNION

Reference No. EUROPEAN UNION	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/ Comments
MILCOM.074WEU		9-Communication, telecommunication and radio communication apparatus and instruments; aereals and antennas including hand-portable, portable, mobile, marine and base station antennas; antenna systems and digital signal processing equipment; signalling and supervising apparatus and instruments; transmitters, receivers, multi-couplers, combiners and rf-filters; apparatus and instruments for recording, receiving, broadcasting and transmission of sound, images, pictures and/or data including to/from/between radio base stations; hard-ware, soft-ware, parts and components for the aforesaid goods. 37-Installation and maintenance regarding antennas and other telecommunication equipment.	310318 07/24/96	310318 06/08/99	07/24/16	RENEWED.
MILCOM.076WEU	CLEAN SITE	9-Antennas including handportable, portable, mobile, marine antennas and base station antennas, antenna filters for reception and broadcasting, antenna systems and equipment for data signal processing, apparatus and instruments for recording receiving, transmission and broadcasting of sound, images and/or data including to, from, between antennas and radio base stations, apparatus and instruments for communication, telecommunication, radio communication, mobile tele communication, microwave communication, fibre optical communication, apparatus and instruments for signalling, checking, monitoring, effect monitoring equipment for radio base stations, electric apparatus and instruments, electric radio technical apparatus and instruments, co-axial contacts, receiver distributors, transmitters, receivers, multi-signal connection devices and rp-filters, transmitter distributors, passive and active components or equipment included in transmitting or receiving systems for telecommunication, hardware, software, parts and components for the above mentioned goods. 37-Installation, maintenance and repairing services for antennas and other equipment for telecommunication. 38-Computer based transmission of messages and images, electronic communication, electronic mail, rental of apparatus and instruments for broadcasting of messages, sound, images and/or data, rental of telecommunication equipment, rental of modems, communication via computer terminals, fibre optical networks, microwaves, cellular phones, radio and telephone, paging services, radio transmission, satellite transmission, telephone communication, telecommunication, telecommunication rauting and junction, telecommunication services, providing access to telecommunication connection to computer networks, providing access to computer networks.	003790334 04/30/04	003790334 2/17/06	4/30/14	REGISTERED.

Reference No. EUROPEAN UNION	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/ Comments
MILCOM.075WEU	FUTURE ON DEMAND. ALLGON & DESIGN	9 - Communication, telecommunication and radio communication apparatus and instruments; aereals and antennas including hand-portable, portable, mobile, marine and base station antennas; antenna systems and digital signal processing equipment; signalling and supervising apparatus and instruments; transmitters, receivers, multi-couplers, combiners and rf-filters; apparatus and instruments for recording, receiving, broadcasting and transmission of sound, images, pictures and/or data including to/from/between radio base stations; hard-ware, soft-ware, parts and components for the aforesaid goods. 37 - Installation and maintenance regarding antennas and other telecommunication equipment.	1109636 03/17/99	1109636 05/17/00	03/17/09	REGISTERED.
MILCOM.051WEU	IN-HANCER	9 – Telecommunications equipment and parts and fittings therefore. 38 – Telecommunication services.	2354280 08/24/01	2354280 03/28/03	08/24/11	REGISTERED.
MILCOM.069WEU	IN-HANCER SERIES	9 – Telecommunications equipment and parts and fittings therefore. 38 – Telecommunication services.	2353399 08/24/01	2353399 03/28/03	08/24/11	REGISTERED.
MILCOM.068WEU	KAVAL TELECOM	09- Telecommunications equipment and parts and fittings therefor. 38- Telecommunication services.	1976273 11/28/00	1976273 7/16/02	11/28/10	REGISTERED.
MILCOM.028WEU		9 – Power amplifiers; racks, combiners, and cabinets for power amplifiers.	2148773 03/23/01	2148773 05/10/02	03/23/11	REGISTERED.
MILCOM.056WEU		Class 9 - Antennas; tower mounted antennas; antenna brackets; tilting modules for antennas; radio frequency to optical and optical to radio frequency converters; master control units; power distribution units; current injectors, filters for antenna systems; base stations; power amplifiers for wireless communications systems; base station conditioners; integrated radios; digital radio heads; base station filters; microwave filters; couplers; combiners; diplexers; triplexers; boosters; repeaters; repeater networks; wireband radio heads; distributed antenna systems; base station sub-systems comprising filters, couplers and power amplifiers; cabinets and frames for power amplifiers; microwave radio links; antenna line devices; wireless ip and voice transmission systems; computer software for use in controlling, operating, managing, or maintaining wireless communications systems or wireless infrastructure equipment; antenna systems; base station systems; wireless coverage systems; wireless data communications devices; wireless infrastructure equipment; wireless communications devices.	004522447 07/05/05	004522447 11/24/06	07/05/15	REGISTERED.

Reference No. EUROPEAN UNION	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/ Comments
		Class 37 - Installation and maintenance of end-to-end wireless infrastructure systems and wireless communication systems. Class 38 - Provision of end-to-end wireless communication systems. Class 39 - Delivery of end-to-end wireless infrastructure systems and wireless communication systems. Class 40 - Custom manufacture of end-to-end wireless infrastructure systems and wireless communication systems. Class 42 - Design and development of end-to-end wireless infrastructure system and wireless communication systems; technical support of end-to-end wireless infrastructure system and wireless communication systems.
MILCOM.008WEU	POWERWAVE	9 – Radio frequency power amplifiers for use in wireless and broadband communications; and racks, combiners and cabinets for power amplifiers for use in wireless and broadband communications.	1053172 01/25/99	001053172 07/08/02	01/25/19	RENEWED.

Reference No. EUROPEAN UNION	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/ Comments
MILCOM.054WEU	POWERWAVE	9 - Antennas; tower mounted antennas; antenna brackets; tilting modules for antennas; radio frequency to optical and optical to radio frequency converters; master control units; power distribution units; current injectors, filters for antenna systems; base stations; radio frequency power amplifiers for wireless communication systems; base station conditioners; integrated radio frequency radios; radio frequency digital radio heads; base station filters; microwave filters; couplers; combiners; diplexers; triplexers; boosters; repeaters; repeater networks; wireband radio heads; distributed antenna systems; base station sub-systems comprising filters, couplers, and radio frequency power amplifiers; cabinets and frames for radio frequency power amplifiers; microwave radio links; antenna line devices; wireless IP and voice transmission systems; computer software for use in controlling, operating, managing, or maintaining wireless communications systems or wireless infrastructure equipment; antenna systems; base station systems; wireless coverage systems; wireless data communications devices; wireless infrastructure equipment; wireless communications devices. 37 - Installation and maintenance of end-to-end wireless infrastructure systems and wireless communication systems. 38 - Provision of end-to-end wireless communication systems. 39 - Delivery of end-to-end wireless infrastructure systems and wireless communication systems. 40 - Custom manufacture of end-to-end wireless infrastructure systems and wireless communication systems. 42 - Design and development of end-to-end wireless infrastructure system and wireless communication systems; technical support of end-to-end wireless infrastructure system and wireless communication systems.	004516985 06/30/05	004516985 01/25/07	06/30/15	REGISTERED.
MILCOM.016WEU		9 - Radio frequency power amplifiers for use in wireless and broadband communications and racks, combiners and cabinets for power amplifiers for wireless and broadband communications.	1063551 02/03/99	1063551 07/08/02	02/03/09	ABANDONED.
MILCOM.009WEU	POWERWAVE TECHNOLOGIES	9 – Power amplifiers.	449173 01/27/97	449173 11/30/98	01/27/17	RENEWED.

Reference No. EUROPEAN UNION	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/ Comments
MILCOM.014WEU	POWERWAVE TECHNOLOGIES	9 – Racks, combiners, and cabinets for power amplifiers.	1218171 06/23/99	1218171 03/26/01	06/23/09	REGISTERED.
MILCOM.012WEU	THE MOST POWERFUL WAVE IN…	9 – Power amplifiers; racks, combiners, and cabinets for power amplifiers.				CLOSED.
MILCOM.026WEU	THE POWER IN WIRELESS	9 – Radio frequency power amplifiers; rack, combiners, and cabinets for power amplifiers.	2081016 02/12/01	2081016 08/05/02	02/12/11	REGISTERED.

KOREA

Reference No. KOREA	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/Comments
MILCOM.056WKR		9 - All goods in class 9 42 - All services in class 42	45-2006-0004506 12/13/06	45-0020773 08/02/07	08/02/17	REGISTERED.
MILCOM.021WKR	POWERWAVE	20 - Rack for housing or supporting communication equipment, rack for housing or supporting amplifiers, cabinet for housing electronic communication equipment, and cabinet for housing amplifiers.	702000255 07/03/00	499210 08/10/01	08/10/11	REGISTERED.
MILCOM.022WKR	POWERWAVE TECHNOLOGIES	20 – Rack for power amplifiers, and cabinets for power amplifiers.	40200020690 04/29/00	499208 08/10/01	08/10/11	REGISTERED.
MILCOM.023WKR		20 – Rack for power amplifiers, and cabinets for power amplifiers.	40200020691 04/29/00	499209 08/10/01	08/10/11	REGISTERED.

MEXICO

Reference No. MEXICO	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/Comments
MILCOM.028WMX		9 – Power amplifiers; racks, combiners, and cabinets for power amplifiers.	477908 03/22/01	718,163 09/28/01	03/22/11	REGISTERED.
MILCOM.008WMX	POWERWAVE	9 – Radio frequency power amplifiers.	322569 02/13/98	575456 05/06/98	02/13/18	RENEWED.
MILCOM.013WMX	POWERWAVE	9 – Racks, combiners, and cabinets for power amplifiers.	380255 06/23/99	681429 12/19/00	06/23/09	REGISTERED.
MILCOM.009MX	POWERWAVE TECHNOLOGIES	9 – Radio frequency power amplifiers.	322568 02/13/98	575455 05/06/98	02/13/18	RENEWED.
MILCOM.014WMX	POWERWAVE TECHNOLOGIES	9 – Racks, combiners, and cabinets for power amplifiers.	380254 06/23/99	672470 09/28/00	06/23/09	REGISTERED.
MILCOM.015WMX		9 – Racks, combiners, and cabinets for power amplifiers.	380253 06/23/99	644699 02/29/00	06/23/99	REGISTERED.
MILCOM.026WMX	THE POWER IN WIRELESS	9 – Radio frequency power amplifiers; racks, combiners, and cabinets for power amplifiers.	470691 02/13/01	696467 04/25/01	02/13/11	REGISTERED.

PERU

Reference No. PERU	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/Comments
MILCOM.015WPE		9 – Racks, combiners, and cabinets for power amplifiers.	086415 06/23/99	60783 01/31/00	01/31/10	REGISTERED.

SWEDEN

Reference No. SWEDEN	MARK	Class/Goods	App. No App. sDate	Reg. No. Reg. Date	Renewal Date	Status/Comments
MILCOM.072WSE	ALLGON	9,37-Aerials, aerial filters, ~mottagarfordelare~, effect monitoring equipment for radio base stations, coaxial contacts, other passive components or equipments included in transmitter and/or ~mottagarsystem~ for telecommunication.	198708568 11/03/87	219295 11/09/90	11/09/10	RENEWED.
MILCOM.073WSE		9 - Electric (including radio-technical) apparatus and instruments as well as apparatus and instruments for signalling and control. 37 - Installation and repair activities regarding aerials and other equipment for telecommunication.	197600432 01/2876	155889 06/18/76	06/18/16	RENEWED.

VENEZUELA

Reference No. VENEZUELA	MARK	Class/Goods	App. No App. Date	Reg. No. Reg. Date	Renewal Date	Status/Comments
MILCOM.008WVE	POWERWAVE	9 -Radio frequency power amplifiers.	3550-99 03/09/99	P-229064 11/22/00	11/22/10	REGISTERED. Awaiting registration certificate.
MILCOM.013WVE	POWERWAVE	9 – Racks, combiners, and cabinets for power amplifiers.	1116-99 02/02/99	P239064 06/28/02	06/28/12	REGISTERED. Awaiting registration certificate.
MILCOM.011WVE		9 – Radio frequency power amplifiers.	3558-99 03/09/99	P-246810 08/22/03	08/22/13	REGISTERED.
MILCOM.015WVE Venezuela		9 – Racks, combiners, and cabinets for power amplifiers.	1115-99 02/02/99	P-228988 11/22/00	11/22/10	REGISTERED. Awaiting registration certificate.

6721417/TYM

022709

Patents

U.S. Patent List

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1002/ORD		ORD	11/018,216	2005-0200409	7,157,967	Granted
United States of America			21-Dec-2004	15-Sep-2005	02-Jan-2007	20-Jun-2025
	Title:	System and Method for Control of Loop Alignment in Adaptive Feed Forward Amplifiers
1005/		ORD	10/881,476	2005-0001684	7,149,257	Granted
United States of America			30-Jun-2004	06-Jan-2005	12-Dec-2006	30-Jun-2024
	Title:	Digital Predistortion System and Method for Correcting Memory Effects within an RF Power Amplifier
1006/ORD		ORD	10/818,546	2004-0204100	7,110,739	Granted
United States of America			05-Apr-2004	14-Oct-2004	19-Sep-2006	05-Apr-2024
	Title:	Multi-Transmitter Communication System Employing Anti-Phase Pilot Signals
1007/ORD		ORD	10/391,168	2004-0198414	6,931,240	Granted
United States of America			18-Mar-2003	07-Oct-2004	16-Aug-2005	18-Mar-2023
	Title:	System and Method for Eliminating Signal Zero Crossings in Single and Multiple Channel Communications Systems
1008/US		ORD	10/733,087	2004-0119535	6,998,916	Granted
United States of America			11-Dec-2003	24-Jun-2004	14-Feb-2006	11-Dec-2023
	Title:	Feed Forward System Penalties and Floors for Optimal Control
1009/ORD		ORD	10/775,799	2004-0160274	7,038,540	Granted
United States of America			10-Feb-2004	19-Aug-2004	02-May-2006	14-Feb-2023
	Title:	Enhanced Efficiency Feed Forward Power Amplifier Utilizing Reduced Cancellation Bandwidth and Small Error Amplifier

1010/ORD		ORD	10/849,478	2004-0231884	6,954,987	Granted
United States of America			19-May-2004	25-Nov-2004	18-Oct-2005	19-May-2024
	Title:	Circuit Board Assembly Employing Solder Vent Hole
1013/ORD		ORD	11/087,225	2005-0227644	7,440,733	Granted
United States of America			23-Mar-2005	13-Oct-2005	21-Oct-2008	14-Apr-2026
	Title:	Constant Gain Nonlinear Envelope Tracking High Efficiency Linear Amplifier
1014/CIP		CIP	11/372,595	2006-0238245	7,288,987	Granted
United States of America			10-Mar-2006	26-Oct-2006	30-Oct-2007	03-May-2024
	Title:	RF amplifier employing active load linearization

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1014/ORD		ORD	10/837,838	2004-0222847	7,038,539	Granted
United States of America			03-May-2004	11-Nov-2004	02-May-2006	03-May-2024
	Title:	RF Amplifier Employing Active Load Linearization
1016/ORD		ORD	11/175,509	2006-0008026	7,239,671	Granted
United States of America			06-Jul-2005	12-Jan-2006	03-Jul-2007	06-Jul-2025
	Title:	System and Method for Digital Timing Error Correction in a Communications System Utilizing Adaptive Predistortion
1018/ORD		ORD	11/175,508	2006-0008030	7,197,087	Granted
United States of America			06-Jul-2005	12-Jan-2006	27-Mar-2007	06-Jul-2025
	Title:	System and Method for Differential IQ Delay Compensation in a Communications System Utilizing Adaptive AQM Compensation
1020/		PCT	09/261,173		6,198,908	Granted
United States of America			01-Mar-1999		06-Mar-2001	01-Mar-2019
	Title:	SYSTEM AND A METHOD FOR TRANSFER OF A DIGITAL INFORMATION CARRYING SIGNAL
1021/ORD		ORD	10/838,985	2004-0251961	7,123,086	Granted
United States of America			05-May-2004	16-Dec-2004	17-Oct-2006	05-May-2024
	Title:	Feed Forward Amplifier Employing Positive Feedback Pilot Generation
1022/ORD		ORD	11/036,805	2005-0157814	7,366,252	Granted
United States of America			14-Jan-2005	21-Jul-2005	29-Apr-2008	23-Nov-2025
	Title:	Wideband Enhanced Digital Injection Predistortion For High Efficiency Transmitters

1024/ORD		ORD	11/063,297	2005-0195919	7,336,725	Granted
United States of America			22-Feb-2005	08-Sep-2005	26-Feb-2008	06-Aug-2026
	Title:	Digital Predistortion System and Method for High Efficiency Transmitters
1026/ORD		ORD	09/632,151		6,473,314	Granted
United States of America			03-Aug-2000		29-Oct-2002	03-Aug-2020
	Title:	RF power amplifier assembly employing multi-layer RF blocking filter
1027/ORD		ORD	09/560,799		6,442,046	Granted
United States of America			28-Apr-2000		27-Aug-2002	28-Apr-2020
	Title:	Electronic Equipment with Cavity Isolator

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1028/ORD		ORD	09/739,947		6,309,245	Granted
United States of America			18-Dec-2000		30-Oct-2001	18-Dec-2020
	Title:	RF Amplifier Assembly with Reliable RF Pallet Ground
1029/ORD		ORD	09/718,819		6,411,523	Granted
United States of America			22-Nov-2000		25-Jun-2002	22-Nov-2020
	Title:	RF Electronics Assembly with Shielded Interconnect
1030/CIP		CON	10/200,240	2002-0191709	7,194,039	Granted
United States of America			22-Jul-2002	19-Dec-2002	20-Mar-2007	04-Jan-2022
	Title:	Method for peak power reduction in multiple carrier communications systems
1030/ORD		ORD	09/884,302	2002-0006169	6,449,303	Granted
United States of America			19-Jun-2001	17-Jan-2002	10-Sep-2002	19-Jun-2021
	Title:	System and Method for Peak Power Reduction in Multiple Carried Communications Systems
1031/ORD		ORD	10/385,783	2004-0178853	6,828,862	Granted
United States of America			11-Mar-2003	16-Sep-2004	07-Dec-2004	11-Mar-2023
	Title:	RF Power Amplifier with Low Intermodulation Distortion and Reduced Memory Effects
1032/		ORD	10/102,493	2003-0012292	7,170,952	Granted
United States of America			20-Mar-2002	16-Jan-2003	30-Jan-2007	20-Jul-2024
	Title:	System and Method for Post Filtering Peak Power Reduction in Communications Systems
1033/US		ORD	10/127,164	2003-0026351	7,095,798	Granted
United States of America			22-Apr-2002	06-Feb-2003	22-Aug-2006	22-Apr-2022
	Title:	System And Method For Post Filtering Peak Power Reduction in Multi-Carrier Communications Systems

1035/DIV		DIV	11/295,926	2006-0087374	7,106,134	Granted
United States of America			06-Dec-2005	27-Apr-2006	12-Sep-2006	24-Apr-2023
	Title:	Feed Forward Amplifier Employing Bias Circuit Topologies for Minimization of RF Amplifier Memory Effects
1035/US		ORD	10/410,457	2003-0227330	7,034,620	Granted
United States of America			08-Apr-2003	11-Dec-2003	25-Apr-2006	28-Oct-2023
	Title:	RF Amplifier Employing Bias Circuit Topologies for Minimization of RF Amplifier Memory Effects

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1036/ORD		ORD	10/365,111	2005-0151457	6,794,933	Granted
United States of America			12-Feb-2003	14-Aug-2003	21-Sep-2004	12-Feb-2023
	Title:	Feed Forward RF Power Amplifier with High Efficiency Main Amplifier and Highly Linear Error Amplifier
1039/US		ORD	10/633,984	2004-0036532	6,850,115	Granted
United States of America			04-Aug-2003	26-Feb-2004	01-Feb-2005	04-Aug-2023
	Title:	Enhanced Efficiency LDMOS Based Feed Forward Amplfier
1040/CIP		CIP	10/889,636	2005-0009479	7,289,773	Granted
United States of America			12-Jul-2004	13-Jan-2005	30-Oct-2007	15-Mar-2024
	Title:	Digital Transmitter System Employing Self-Generating Predistortion Parameter Lists and Adaptive Controller
1040/ORD		ORD	10/761,788	2004-0152433	6,985,706	Granted
United States of America			21-Jan-2004	05-Aug-2004	10-Jan-2006	21-Jan-2024
	Title:	Feed Forward Amplifier System Employing Self-Generating Alignment Lists and Adaptive Controller
1041/ORD		ORD	10/668,912	2005-0062532	7,126,421	Granted
United States of America			23-Sep-2003	24-Mar-2005	24-Oct-2006	23-Sep-2023
	Title:	Method for Aligning Feed Forward Loops
1042/ORD		ORD	10/431,688	2004-0222848	7,158,386	Granted
United States of America			08-May-2003	11-Nov-2004	02-Jan-2007	08-May-2023
	Title:	Balanced Radio Frequency Power Amplifier with Temperature Compensation
1043/ORD		ORD	10/818,547	2004-0208259	7,349,490	Granted
United States of America			05-Apr-2004	21-Oct-2004	25-Mar-2008	01-Nov-2025
	Title:	Additive Digital Predistortion System Employing Parallel Path Coordinate Conversion

1045/DIV		DIV	11/288,580	2006-0077006	7,126,418	Granted
United States of America			29-Nov-2005	13-Apr-2006	24-Oct-2006	10-Sep-2023
	Title:	Delay Mismatched Feed Forward Amplifier System Using Penalties and Floors for Optimal Control
1045/ORD		ORD	10/733,498	20040124920	7,002,407	Granted
United States of America			11-Dec-2003	01-Jul-2004	21-Feb-2006	11-Dec-2023
	Title:	Delay mismatched feed forward amplifier system using penalties and floors for control

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1046/ORD		ORD	11/071,931	2005-0201061	7,342,788	Granted
United States of America			04-Mar-2005	15-Sep-2005	11-Mar-2008	19-Jan-2026
	Title:	RF Power Amplifier Assembly with Heat Pipe Enchanced Pallet
1047/ORD		ORD	11/081,384	2005-0242875	7,339,426	Granted
United States of America			16-Mar-2005	03-Nov-2005	04-Mar-2008	12-Apr-2025
	Title:	High Efficiency Linear Amplifier Employing Dynamically Controlled Back Off
1048/ORD		ORD	11/214,230	2006-0044075	7,400,214	Granted
United States of America			29-Aug-2005	02-Mar-2006	15-Jul-2008	28-Sep-2025
	Title:	Low Loss, High Power Air Dielectric Stripline Edge Coupling Structure
1049/ORD		ORD	09/310,013		6,298,097	Granted
United States of America			11-May-1999		02-Oct-2001	11-May-2019
	Title:	Amplifier with Wideband Digital Predistortion
1050/ORD		ORD	09/226,709		6,166,601	Granted
United States of America			07-Jan-1999		26-Dec-2000	07-Jan-2019
	Title:	Super-Linear Multi-Carrier Power Amplifier
1052/ORD		ORD	10/718,688	2005-0111575	7,330,517	Granted
United States of America			24-Nov-2003	26-May-2005	12-Feb-2008	01-Nov-2025
	Title:	Amplifier Linearization Using Nonlinear Predistortion
1054/DIV		DIV	09/972,697	2002-0016096	6,817,092	Granted
United States of America			04-Oct-2001	07-Feb-2002	16-Nov-2004	05-Nov-2019
	Title:	Method of Assembling a Circuit Board Apparatus with Pin Connectors

1055/ORD		ORD	09/082,651		6,081,160	Granted
United States of America			20-May-1998		27-Jun-2000	20-May-2018
	Title:	Method and Apparatus for Increasing the Bandwidth, and Reducing the Size, of the DC Feed Network for Wideband RF Amplifiers using Selective Placement of High Dielectric Constant Material
1056/DIV		DIV	10/024,116	2002-0080594	6,560,116	Granted
United States of America			18-Dec-2001	27-Jun-2002	06-May-2003	09-Nov-2019
	Title:	Electronics Apparatus with Wall Support Structure

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1056/ORD		ORD	09/435,953		6,366,473	Granted
United States of America			09-Nov-1999		02-Apr-2002	09-Nov-2019
	Title:	Method for Supporting a Wall
1058/ORD		ORD	09/658,398		6,421,253	Granted
United States of America			08-Sep-2000		16-Jul-2002	08-Sep-2020
	Title:	Durable Laminated Electronics Assembly using Epoxy Preform (Paseo Nuevo Platform)
1059/CONT		CON	10/200,399	2002-0196839	7,003,017	Granted
United States of America			22-Jul-2002	26-Dec-2002	21-Feb-2006	19-Apr-2020
	Title:	Method for Peak Power Reduction In Spread Spectrum Communication Systems
1059/ORD		ORD	09/746,167	2002-0006157	6,449,302	Granted
United States of America			22-Dec-2000	17-Jan-2002	10-Sep-2002	22-Dec-2020
	Title:	System and Method for Peak Power Reduction in Spread Spectrum Communications Systems
1060/DIV		DIV	09/925,854	2002-0029867	6,390,182	Granted
United States of America			09-Aug-2001	14-Mar-2002	21-May-2002	08-Sep-2020
	Title:	Method for Assembling an Electronics Assembly Incorporating a Heat Sink
1060/ORD		ORD	09/658,159		6,296,048	Granted
United States of America			08-Sep-2000		02-Oct-2001	08-Sep-2020
	Title:	Heat Sink Assembly
1061/ORD		ORD	10/023,343	2003-0112066	6,677,817	Granted
United States of America			17-Dec-2001	19-Jun-2003	13-Jan-2004	17-Dec-2021
	Title:	Embodiment I- Feed Forward Amplifier with Amplifier Stage Failure Detection using Pilot Tones

1062/ORD		ORD	10/023,340		6,556,076	Granted
United States of America			17-Dec-2001		29-Apr-2003	17-Dec-2021
	Title:	Embodiment II Feed Forward Amplifier with Amplifier Stage Failure Detection using Pilot Tones
1063/ORD		ORD	11/349,463	2006-0176129	7,283,022	Granted
United States of America			07-Feb-2006	10-Aug-2006	16-Oct-2007	07-Feb-2026
	Title:	Dual Mode Ceramic Filter

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1064/ORD		ORD	07/280,488		4,972,505	Granted
United States of America			08-Dec-1988		20-Nov-1990	08-Dec-2008
	Title:	Tunnel Distribute Cable Antenna System with Signal Taps Coupling Approximately Same Radiated Energy
1065/ORD		CON	10/738,276	2005-0001695	6,952,147	Granted
United States of America			16-Dec-2003	06-Jan-2005	04-Oct-2005	16-Dec-2023
	Title:	Microstrip Coupler
1066/US		ORD	10/227,687	2004-0037062	7,109,830	Granted
United States of America			26-Aug-2002	26-Feb-2004	19-Sep-2006	14-Jul-2023
	Title:	Highly Isolated RF Coupler
1067/ORD		ORD	10/386,013	2004-0100323	6,937,094	Granted
United States of America			11-Mar-2003	27-May-2004	30-Aug-2005	11-Mar-2023
	Title:	Systems and Methods of Dynamic Bias Switching for Radio Frequency Power Amplifiers
1068/ORD		ORD	10/723,094	2005-0110567	6,946,906	Granted
United States of America			25-Nov-2003	26-May-2005	20-Sep-2005	25-Nov-2023
	Title:	System and Method of Pilot Tone Reuse in a Feedforward Amplifier
1069/ORD		CIP	10/805,634	2004-0239446	7,049,907	Granted
United States of America			19-Mar-2004	02-Dec-2004	23-May-2006	24-Aug-2021
	Title:	System and Method for Adjusting Group Delay
1070/ORD		DIV	10/805,666	2004-0178848	6,897,724	Granted
United States of America			19-Mar-2004	16-Sep-2004	24-Mar-2005	24-Aug-2021
	Title:	System and Method for Adjusting Group Delay

1072/CIP		CIP	11/369,529	2006-0176113	7,187,232	Granted
United States of America			07-Mar-2006	10-Aug-2006	06-Mar-2007	05-May-2024
	Title:	Feed Forward Amplifier Employing Positive Feedback Pilot Generation with automatic level control
1073/ORD		ORD	10/217,726	2003-0100197	6,818,477	Granted
United States of America			13-Aug-2002	29-May-2003	16-Nov-2004	13-Aug-2022
	Title:	Method of Mounting a Component in an Edge-Plated Hole Formed in a Printed Circuit Board

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1075/ORD		ORD	10/052,801	2003-0064738	7,231,191	Granted
United States of America			29-Oct-2001	03-Apr-2003	12-Jun-2007	13-Sep-2023
	Title:	Spurious Ratio Control Circuit for Use with Feed-Forward Linear Amplifiers
1076/ORD		ORD	10/103,277	2003-0179055	6,949,992	Granted
United States of America			20-Mar-2002	25-Sep-2003	27-Sep-2005	20-Mar-2022
	Title:	System and Method of Providing Highly Isolated Radio Frequency Interconnections
1077/ORD		ORD	10/151,835	2003-0042979	6,856,215	Granted
United States of America			20-May-2002	06-Mar-2003	15-Feb-2005	20-May-2022
	Title:	System and Method for Adjusting Group Delay
1078/ORD		ORD	10/723,801	2005-0110563	6,958,647	Granted
United States of America			25-Nov-2003	26-May-2005	25-Oct-2005	25-Nov-2023
	Title:	Dual Loop Feedforward Power Amplifier
1079/ORD		ORD	10/723,802	2005-0113052	7,173,484	Granted
United States of America			23-Nov-2003	26-May-2005	06-Feb-2007	16-Dec-2024
	Title:	System and Method of Carrier Reinjection in a Feedforward Amplifier
1081/ORD		ORD	10/045,837	2003-0132816	6,794,954	Granted
United States of America			11-Jan-2002	17-Jul-2003	21-Sep-2004	11-Jan-2022
	Title:	Microstrip Coupler
1082/ORD		ORD	11/377,023	2006-0217083	7,193,462	Granted
United States of America			16-Mar-2006	28-Sep-2006	20-Mar-2007	16-Mar-2026
	Title:	RF Power Amplifier System Employing An Analog Predistortion Module Using Zero Crossings

1083/ORD		ORD	09/057,332	6,046,635	Granted
United States of America			08-Apr-1998	04-Apr-2000	08-Apr-2018
	Title:	Dynamic Predistortion Compensation for a Power Amplifier
1084/US		ORD	09/057,380	6,028,477	Granted
United States of America			08-Apr-1999	22-Feb-2000	08-Apr-2018
	Title:	Adaptive Biasing in a Power Amplifier

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1085/US		ORD	09/174,715		6,147,555	Granted
United States of America			19-Oct-1998		14-Nov-2000	19-Oct-2018
	Title:	Amplification System Having Mask Detection
1086/US		ORD	09/174,691		6,140,874	Granted
United States of America			19-Oct-1998		31-Oct-2000	19-Oct-2018
	Title:	Amplification System having Mask Detection and Bias Compensation
1087/US		ORD	09/174,641		6,118,339	Granted
United States of America			19-Oct-1998		12-Sep-2000	19-Oct-2018
	Title:	Amplification System Using Baseband Mixer
1088/US		ORD	09/425424		6,191,652	Granted
United States of America			22-Oct-1999		20-Feb-2001	22-Oct-2019
	Title:	Amplifier Distortion Correction Using Cross-Modulation
1089/ORD		ORD	08/639,264		5,796,304	Granted
United States of America			24-Apr-1996		18-Aug-1998	24-Apr-2016
	Title:	Broadband Amplifier with Quadrature Pilot
1090/US		ORD	09/174640		6,144,255	Granted
United States of America			19-Oct-1998		07-Nov-2000	19-Oct-2018
	Title:	Feed Forward Amplification System Having Mask Detection Compensation
1091/ORD		ORD	09/192,112		6,169,450	Granted
United States of America			13-Nov-1998		02-Jan-2001	13-Nov-2018
	Title:	Feed Forward Compensation Using Phase and Time Modulation

1092/ORD		ORD	09/425,346	6,211,733	Granted
United States of America			22-Oct-1999	03-Apr-2001	22-Oct-2019
	Title:	Improved Predistortion Compensation for a Power Amplifier
1093/US		ORD	09/174,705	6,493,543	Granted
United States of America			19-Oct-1998	10-Dec-2002	19-Oct-2018
	Title:	Multi-Channel Amplification System Using Mask Detection

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1094/ORD		ORD	09/108734		6,252,871	Granted
United States of America			01-Jul-1998		26-Jun-2001	01-Jul-2018
	Title:	Switchable Combiner/Splitter
1095/ORD		ORD	09/189,642		6,531,918	Granted
United States of America			10-Nov-1999		11-Mar-2003	10-Nov-2019
	Title:	Low Cost, Pilotless, Feed Forward Compensation for a Power Amplifier
1096/ORD		ORD	11/401,530	2006-0232332	7,288,988	Granted
United States of America			11-Apr-2006	19-Oct-2006	30-Oct-2007	11-Apr-2026
	Title:	Adaptive Predistortion Linearized Amplifier System Employing Selective Sampling
1107/ORD		ORD	10/187,177	2003-0001669	6,734,726	Granted
United States of America			27-Jun-2002	02-Jan-2003	11-May-2004	31-Oct-2022
	Title:	BALANCED DISTORTION REDUCTION CIRCUIT
1108/ORD		ORD	10/085,340	2002-0132644	7,466,990	Granted
United States of America			27-Feb-2002	19-Sep-2002	16-Dec-2008	12-Oct-2022
	Title:	Intelligent multiplexers in an antenna line management system
1110/ORD		ORD	10/600,151	2004-0257177	7,096,565	Granted
United States of America			19-Jun-2003	23-Dec-2004	29-Aug-2006	08-Jun-2024
	Title:	Flanged inner conductor coaxial resonators
1112/ORD		ORD	09/745,718	2001-0052817	6,396,350	Granted
United States of America			21-Dec-2000	20-Dec-2001	28-May-2002	21-Dec-2020
	Title:	Power Booster Method and Apparatus For Improving The Performance of Radio Frequency Linear Power Amplifiers

1113/PCT		ORD	09/285,071	6,005,522	Granted
United States of America			02-Apr-1999	21-Dec-1999	02-Apr-2019
	Title:	An antenna device with two radiating elements having an adjustable phase difference between the radiating elements
1114/ORD		ORD	07/717,844	5,272,450	Granted
United States of America			20-Jun-1991	21-Dec-1993	20-Jun-2011
	Title:	DC FEED NETWORK FOR WIDEBAND RF POWER AMPLIFIER

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1115/ORD		ORD	07/961,995		5,304,959	Granted
United States of America			16-Oct-1992		19-Apr-1994	16-Oct-2012
	Title:	Planar Microstrip Balun
1116/ORD		ORD	07/994,745		5,329,156	Granted
United States of America			22-Dec-1992		12-Jul-1994	22-Dec-2012
	Title:	Feed Bus for RF Power Transistors
1117/ORD		ORD	08/032,227		5,338,974	Granted
United States of America			17-Mar-1993		16-Aug-1994	17-Mar-2013
	Title:	RF Power Transistor Package
1118/ORD		ORD	08/087,764		5,374,905	Granted
United States of America			09-Jul-1993		20-Dec-1994	09-Jul-2013
	Title:	Phase Locked Loop Motor Control Circuit for Tuning Cavity Resonator
1119/ORD		ORD	07/687,888		5,408,688	Granted
United States of America			15-Jun-1992		18-Apr-1995	15-Jun-2012
	Title:	Method and a device pertaining to an electro-mechanically controlled resonance module
1120/ORD		ORD	08/236,312		5,414,296	Granted
United States of America			12-May-1994		09-May-1995	12-May-2014
	Title:	Venetian blind cell layout for RF power transistor
1121/ORD		ORD	08/369,546		5,528,196	Granted
United States of America			06-Jan-1995		18-Jun-1996	06-Jan-2015
	Title:	Linear RF amplifier having reduced intermodulation distortion

1122/ORD		ORD	08/444,183	5,570,063	Granted
United States of America			18-Jan-1995	29-Oct-1996	18-Jan-2015
	Title:	RF power amplifier with signal predistortion for improved linearity
1123/ORD		ORD	08/412,479	5,644,268	Granted
United States of America			28-Mar-1995	01-Jul-1997	28-Mar-2015
	Title:	Feed Forward RF amplifier for combined signal and error amplification

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1124/ORD		ORD	08/685,222		5,760,646	Granted
United States of America			23-Jul-1996		02-Jun-1998	23-Jul-2016
	Title:	Feed forward correction loop with adaptive predistortion injection for linearization of RF power amplifier
1125/ORD		ORD	08/672,576		5,789,927	Granted
United States of America			28-Jun-1996		04-Aug-1998	28-Jun-2016
	Title:	Baseband measurement of RF power amplifier distortion
1126/ORD		ORD	08/678,764		5,799,247	Granted
United States of America			11-Jul-1996		25-Aug-1998	11-Jul-2016
	Title:	Filter
1127/ORD		ORD	08/648,027		5,809,398	Granted
United States of America			14-May-1996		15-Sep-1998	14-May-2016
	Title:	Channel-selective repeater
1128/ORD		ORD	08/724,759		5,821,811	Granted
United States of America			03-Oct-1996		13-Oct-1998	03-Oct-2016
	Title:	Bypass device in an amplifier unit
1129/ORD		ORD	08/037,508		5,825,088	Granted
United States of America			24-Mar-1993		20-Oct-1998	20-Oct-2015
	Title:	Low thermal resistance spring biased RF semiconductor package and mounting structure
1130/ORD		ORD	08/722,698		5,825,089	Granted
United States of America			30-Sep-1996		20-Oct-1998	30-Sep-2016
	Title:	Low thermal resistance spring biased RF semiconductor package mounting structure

1131/ORD		ORD	08/779,816	5,850,104	Granted
United States of America			06-Jan-1997	15-Dec-1998	06-Jan-2017
	Title:	Integral lid/clamp for high power transistor
1132/ORD		PCT	08/836,637	5,864,259	Granted
United States of America			03-Jun-1997	26-Jan-1999	26-Jan-2016
	Title:	Measuring line for a coaxial conductor for determining energy throughflow and standing wave ratios

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1133/ORD		ORD	08/626,239		5,892,397	Granted
United States of America			29-Mar-1996		06-Apr-1999	29-Mar-2016
	Title:	Adaptive compensation of RF amplifier distortion by injecting predistortion signal derived from respectively different functions of input signal amplitude
1134/ORD		ORD	08/821,246		5,894,250	Granted
United States of America			20-Mar-1997		13-Apr-1999	20-Mar-2017
	Title:	Cavity resonator filter structure having improved cavity arrangement
1135/ORD		ORD	08/717,500		5,898,338	Granted
United States of America			20-Sep-1996		27-Apr-1999	20-Sep-2016
	Title:	Adaptive digital predistortion linearization and feed-forward correction of RF power amplifier
1136/ORD		ORD	08/878,495		5,905,419	Granted
United States of America			18-Jun-1997		18-May-1999	18-Jun-2017
	Title:	Temperature compensation structure for resonator cavity
1137/ORD		ORD	09/026,925		5,929,704	Granted
United States of America			20-Feb-1998		27-Jul-1999	20-Feb-2018
	Title:	Control of RF error extraction using auto-calibrating RF correlator
1138/ORD		ORD	09/106,167		5,949,283	Granted
United States of America			29-Jun-1998		07-Sep-1999	29-Jun-2018
	Title:	Adaptive digital predistortion linearization and feed-forward correction of RF power amplifier

1139/PCT		ORD	08/750,714	5,949,303	Granted
United States of America			17-Dec-1996	07-Sep-1999	17-Dec-2016
	Title:	Movable dielectric body for controlling propagation velocity in a feed line
1140/ORD		PCT	08/809,071	5,963,854	Granted
United States of America			14-Mar-1997	05-Oct-1999	12-Jul-2016
	Title:	Antenna amplifier
1141/ORD		ORD	08/886,990	5,969,584	Granted
United States of America			02-Jul-1997	19-Oct-1999	02-Jul-2017
	Title:	Resonating structure providing notch and bandpass filtering

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1142/ORD		ORD	09/019,847		5,977,835	Granted
United States of America			06-Feb-1998		02-Nov-1999	06-Feb-2018
	Title:	Method and circuit arrangement for reducing passband ripple of a bandpass filter
1143/ORD		PCT	08/865,940		5,987,304	Granted
United States of America			30-May-1997		16-Nov-1999	31-May-2016
	Title:	Repeater with variable bandwidth
1144/ORD		ORD	08/956,786		6,002,311	Granted
United States of America			23-Oct-1997		14-Dec-1999	23-Oct-2017
	Title:	Dielectric TM mode resonator for RF filters
1145/ORD		ORD	08/854,660		6,008,763	Granted
United States of America			12-May-1997		28-Dec-1999	12-May-2017
	Title:	Flat antenna
1146/ORD		ORD	08/796,691		6,009,324	Granted
United States of America			04-Mar-1997		28-Dec-1999	04-Mar-2017
	Title:	Method and device for monitoring a mobile telephone repeater
1147/ORD		ORD	09/027,933	US6018319	6,018,319	Granted
United States of America			23-Jan-1998	25-Jan-2000	25-Jan-2000	23-Jan-2018
	Title:	Antenna element
1148/ORD		ORD	08/865,068		6,020,861	Granted
United States of America			29-May-1997		01-Feb-2000	29-May-2017
	Title:	Elongated antenna

1149/ORD		ORD	09/273,855		6,029,285	Granted
United States of America			22-Mar-1999	02-Jun-1998	29-Feb-2000	22-Mar-2019
	Title:	Adaptive compensation of RF amplifier distortion by injecting predistortion signal derived from respectively different functions of input signal amplitude
1150/ORD		ORD	08/890,215		6,041,083	Granted
United States of America			09-Jul-1997		21-Mar-2000	09-Jul-2017
	Title:	Method and system for tuning resonance modules

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1151/ORD		ORD	09/208,577		6,054,953	Granted
United States of America			10-Dec-1998		25-Apr-2000	10-Dec-2018
	Title:	Dual band antenna
1152/ORD		ORD	09/018,851		6,069,586	Granted
United States of America			04-Feb-1998		30-May-2000	04-Feb-2018
	Title:	Antenna operating with two isolated channels
1153/ORD		ORD	09/012,755		6,072,824	Granted
United States of America			23-Jan-1998		06-Jun-2000	23-Jan-2018
	Title:	Circuit arrangement for reducing intermodulation in a bandpass filter system
1154/ORD		ORD	09/053,529		6,078,216	Granted
United States of America			31-Mar-1998		20-Jun-2000	31-Mar-2018
	Title:	Aliased wide band performance monitor for adjusting predistortion and vector modulator control parameters of RF amplifier
1155/ORD		ORD	09/356,166		6,104,241	Granted
United States of America			16-Jul-1999		15-Aug-2000	16-Jul-2019
	Title:	High efficiency feed-forward RF power amplifier with predistoration enhancement
1156/ORD		ORD	09/120,885		6,104,348	Granted
United States of America			23-Jul-1998		15-Aug-2000	23-Jul-2018
	Title:	Antenna device with improved channel isolation
1157/ORD		ORD	09/195,536		6,111,462	Granted
United States of America			18-Nov-1998		29-Aug-2000	18-Nov-2018
	Title:	RF power amplifier linearization using parallel RF power amplifiers having intermod-complementing predistortion paths

1158/ORD		ORD	09/161,391	6,137,444	Granted
United States of America			28-Sep-1998	24-Oct-2000	28-Sep-2018
	Title:	Method of producing an antenna element assembly
1159/ORD		ORD	09/211,260	6,198,363	Granted
United States of America			14-Dec-1998	06-Mar-2001	14-Dec-2018
	Title:	Filter and tuning element

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1160/ORD		ORD	09/525,521		6,208,299	Granted
United States of America			15-Mar-2000		27-Mar-2001	15-Mar-2020
	Title:	Dual band antenna arrangement
1161/ORD		ORD	09/332,976		6,222,428	Granted
United States of America			15-Jun-1999		24-Apr-2001	15-Jun-2019
	Title:	Tuning assembly for a dielectrical resonator in a cavity
1162/ORD		ORD	09/247,380		6,232,851	Granted
United States of America			10-Feb-1999		15-May-2001	10-Feb-2019
	Title:	Coupling structure for cavity resonators
1163/ORD		ORD	09/213,980		6,243,038	Granted
United States of America			17-Dec-1998		05-Jun-2001	17-Dec-2018
	Title:	System and method providing amplification of narrow band signals with multi-channel amplifiers
1164/ORD		ORD	09/109,746		6,246,727	Granted
United States of America			06-Jul-1998		12-Jun-2001	06-Jul-2018
	Title:	Method and system for tuning resonance modules
1165/ORD		ORD	09/424,859		6,255,922	Granted
United States of America			12-Jan-2000		03-Jul-2001	12-Jan-2020
	Title:	Microwave resonator with dielectric tuning body resiliently secured to a movable rod by spring means
1166/ORD		ORD	09/511,877		6,275,106	Granted
United States of America			25-Feb-2000		14-Aug-2001	25-Feb-2020
	Title:	Spectral distortion monitor for controlling pre-distortion and feed-forward linearization of RF power amplifier

1167/ORD		ORD	09/334,919	6,278,341	Granted
United States of America			17-Jun-1999	21-Aug-2001	17-Jun-2019
	Title:	Microstrip filter device
1168/ORD		ORD	09/260,016	6,283,425	Granted
United States of America			02-Mar-1999	04-Sep-2001	02-Mar-2019
	Title:	Mounting bracket

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1169/ORD		ORD	09/336,744		6,295,028	Granted
United States of America			21-Jun-1999		25-Sep-2001	21-Jun-2019
	Title:	Dual band antenna
1170/ORD		ORD	09/539,435		6,320,483	Granted
United States of America			30-Mar-2000		20-Nov-2001	30-Mar-2020
	Title:	Multi surface coupled coaxial resonator
1171/ORD		ORD	09/641,090		6,359,508	Granted
United States of America			17-Aug-2000		19-Mar-2002	17-Aug-2020
	Title:	Distortion detection apparatus for controlling predistortion, carrier cancellation and feed-forward cancellation in linear RF power amplifiers
1172/ORD		ORD	09/927,814		6,384,681	Granted
United States of America			10-Aug-2001		07-May-2002	10-Aug-2021
	Title:	Swept performance monitor for measuring and correcting RF power amplifier distortion
1173/ORD		ORD	09/774,179		6,396,366	Granted
United States of America			16-Apr-2001		28-May-2002	16-Apr-2021
	Title:	Coaxial cavity resonator
1174/ORD		ORD	09/928,127		6,407,635	Granted
United States of America			10-Aug-2001		18-Jun-2002	10-Aug-2021
	Title:	Carrier-blanking mechanism for sweeping detector used to measure and correct RF power amplifier distortion
1175/ORD		ORD	10/034,016		6,452,446	Granted
United States of America			20-Dec-2001		17-Sep-2002	20-Dec-2021
	Title:	Closed loop active cancellation technique (ACT)-based RF power amplifier linearization architecture

1176/ORD		ORD	09/489,505		6,466,113	Granted
United States of America			21-Jan-2000		15-Oct-2002	21-Jan-2020
	Title:	Multi-layer RF printed circuit architecture with low-inductance interconnection and low thermal resistance for wide-lead power devices
1177/ORD		PCT	09/719,542	WO99/66585	6,496,089	Granted
United States of America			05-Feb-2001	23-Dec-1999	17-Dec-2002	18-Jun-2019
	Title:	Device for tuning of a dielectric resonator

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1178/ORD		ORD	09/727,936		6,501,349	Granted
United States of America			01-Dec-2000		31-Dec-2002	01-Dec-2020
	Title:	Method and arrangement for fastening inner conductor of resonator structure
1179/ORD		ORD	09/859,720	US 2002-0008577 A1	6,504,428	Granted
United States of America			16-May-2001	24-Jan-2002	07-Jan-2003	16-May-2021
	Title:	High linearity multicarrier RF amplifier
1180/ORD		ORD	09/746,440	2002-0005755	6,522,197	Granted
United States of America			21-Dec-2000	17-Jan-2002	18-Feb-2003	21-Dec-2020
	Title:	Method and apparatus for optimum biasing of cascaded MOSFET radio-frequency devices
1181/ORD		ORD	09/756,038		6,525,603	Granted
United States of America			05-Jan-2001		25-Feb-2003	05-Jan-2021
	Title:	Feedforward amplifier linearization adapting off modulation
1182/ORD		ORD	09/769,709		6,587,014	Granted
United States of America			25-Jan-2001		01-Jul-2003	25-Jan-2021
	Title:	Switch assembly with a multi-pole switch for combining amplified RF signals to a single RF signal
1183/ORD		ORD	09/820,624	2001-0026202	6,593,832	Granted
United States of America			20-Mar-2001	04-Oct-2001	15-Jul-2003	20-Mar-2021
	Title:	Coaxial cavity resonator, filter and use of resonator component in a filter
1184/ORD		ORD	09/926,695		6,600,393	Granted
United States of America			26-Feb-2002		29-Jul-2003	26-Feb-2022
	Title:	Temperature-compensated rod resonator

1185/ORD		ORD	09/725,435	6,614,331	Granted
United States of America			29-Nov-2000	02-Sep-2003	29-Nov-2020
	Title:	Method of manufacturing inner conductor of resonator, and inner conductor of resonator
1186/ORD		ORD	09/872,294	6,617,817	Granted
United States of America			01-Jun-2001	09-Sep-2003	01-Jun-2021
	Title:	Electrical time constant compensation method for switched, voltage-mode driver circuit

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1187/ORD		ORD	09/875,322	2003-0020558	6,621,368	Granted
United States of America			06-Jun-2001	30-Jan-2003	16-Sep-2003	06-Jun-2021
	Title:	Dynamic range extension for an electronic circuit
1188/ORD		ORD	10/069,108		6,636,126	Granted
United States of America			27-Feb-2002		21-Oct-2003	27-Feb-2022
	Title:	Four port hybrid
1189/ORD		ORD	09/876,590	US 2003-0043000 A1	6,650,208	Granted
United States of America			07-Jun-2001	06-Mar-2003	18-Nov-2003	07-Jun-2021
	Title:	Dual-mode resonator
1190/ORD		ORD	09/922,542	2003-0025569	6,664,873	Granted
United States of America			03-Aug-2001	06-Feb-2003	16-Dec-2003	03-Aug-2021
	Title:	Tunable resonator
1192/ORD		ORD	10/125,221	2002-0113673	6,681,483	Granted
United States of America			18-Apr-2002	22-Aug-2002	27-Jan-2004	18-Apr-2022
	Title:	Multi-layer RF printed circuit architecture with low-inductance interconnection and low thermal resistance for wide-lead power devices
1193/CIP		CIP	10/769,764	2004-0209568	7,398,053	Granted
United States of America			03-Feb-2004	21-Oct-2004	08-Jul-2008	17-Oct-2021
	Title:	Method and apparatus for stability margin determination in a repeater
1193/ORD		ORD	09/542,951		6,745,007	Granted
United States of America			04-Apr-2000		01-Jun-2004	04-Apr-2020
	Title:	Method and apparatus for stability margin determination in a repeater

1194/ORD		ORD	10/399,789	2004-0036388	6,787,696	Granted
United States of America			08-Sep-2003	26-Feb-2004	07-Sep-2004	08-Sep-2023
	Title:	Shielded housing
1195/ORD		ORD	10/404,929	2003-0193378	6,801,105	Granted
United States of America			01-Apr-2003	16-Oct-2003	05-Oct-2004	01-Apr-2023
	Title:	Resonator of radio-frequency filter

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1196/ORD		ORD	10/433,476	2004-0070467	6,816,043	Granted
United States of America			11-Jun-2003	15-Apr-2004	09-Nov-2004	11-Jun-2023
	Title:	Wave-guide and a connector therefor
1197/ORD		ORD	10/416,162	2004-0027290	6,831,608	Granted
United States of America			15-May-2003	12-Feb-2004	14-Dec-2004	15-May-2023
	Title:	Microwave antenna with patch mounting device
1198/ORD		ORD	10/432,617	2004-0061571	6,859,177	Granted
United States of America			05-Jun-2003	01-Apr-2004	22-Feb-2005	05-Jun-2023
	Title:	Four port hybrid microstrip circuit of Lange type
1199/ORD		ORD	10/432,618	2004-0056710	6,864,743	Granted
United States of America			05-Jun-2003	25-Mar-2004	08-Mar-2005	05-Jun-2023
	Title:	Microwave amplifier with bypass segment
1200/ORD		ORD	10/399,861	2004-0041740	6,906,666	Granted
United States of America			25-Aug-2003	04-Mar-2004	14-Jun-2005	25-Aug-2023
	Title:	Beam adjusting device
1204/ORD		ORD	10/332,373	2004-0028501	7,227,434	Granted
United States of America			09-Sep-2003	12-Feb-2004	05-Jun-2007	09-Sep-2023
	Title:	TUNING SCREW ASSEMBLY
1205/CIP		CIP	11/066,397	2005-0151598	7,023,293	Granted
United States of America			28-Feb-2005	14-Jul-2005	04-Apr-2006	31-Oct-2023
	Title:	Method for tuning a radio filter and a system for tuning a radio filter

1205/ORD		ORD	10/433,607	2004-0097203	6,987,427	Granted
United States of America			16-Jun-2003	20-May-2004	17-Jan-2006	16-Jun-2023
	Title:	Method for tuning a radio filter and a system for tuning a radio filter
1206/ORD		ORD	10/473,138	2004-0171301	7,008,265	Granted
United States of America			07-Oct-2003	02-Sep-2004	07-Mar-2006	07-Oct-2023
	Title:	CIRCUIT BOARD CONNECTOR

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1208/ORD		ORD	11/252,888	2006-0111070	7,388,458	Granted
United States of America			19-Oct-2004	25-May-2006	17-Jun-2008	08-Mar-2025
	Title:	A DC-extracting arrangement and a filter
1209/PCT		PCT	10/555,015	2007-0053129	7,471,172	Granted
United States of America			30-Apr-2004	08-Mar-2007	30-Dec-2008	04-Nov-2024
	Title:	Microwave transmission unit including lightning protection
1224/ORD		PCT	10/451,142	2004-0097203	7,092,685	Granted
United States of America			27-Jun-2003	20-May-2004	15-Aug-2006	11-Aug-2021
	Title:	Method for tuning a radio filter and a system for tuning a radio filter
1233/		CIP	11/372,513	2007-0018723	7,301,397	Granted
United States of America			10-Mar-2006	25-Jan-2007	27-Nov-2007	10-Feb-2024
	Title:	Enhanced Efficiency Feed Forward Power Amplifier with Delay Mismatched Error Cancellation Loop
1245/ORD		ORD	09/734,230	2002-0071251	6,407,923	Granted
United States of America			11-Dec-2000	13-Jun-2002	18-Jun-2002	11-Dec-2020
	Title:	Support and cooling architecture for RF printed circuit boards having multi-pin square post type connectors for RF connectivity
1247/		ORD	08/594,089		5,742,201	Granted
United States of America			30-Jan-1996		21-Apr-1998	30-Jan-2016
	Title:	Polar envelope correction mechanism for enhancing linearity of RF/Microwave power amplifier
1248/		ORD	10/617,463		6,819,176	Granted
United States of America			11-Jul-2003		16-Nov-2004	11-Jul-2023
	Title:	High power, wide bandwidth operational amplifier

1250/		ORD	09/553,005		RE37,407	Granted
United States of America			19-Apr-2000		16-Oct-2001	19-Apr-2020
	Title:	Polar envelope correction mechanism for enhancing linearity of RF microwave power amplifier
1258/123		PCT	10/362,755	2003-0181191	6,897,723	Granted
United States of America			21-Dec-2001	25-Sep-2003	24-May-2005	21-Dec-2021
	Title:	Feed forward amplifier loop control utilizing IF signal processing

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1261/		ORD	11/354,220	2007-0035216	7,326,667	Granted
United States of America			13-Feb-2006	15-Feb-2007	05-Feb-2008	17-Jul-2026
	Title:	Microwave dielectric ceramic
1307/		PCT	07/377,854		5,047,739	Granted
United States of America			07-Oct-1988		10-Sep-1991	07-Oct-2008
	Title:	A TRANSMISSION LINE RESONATOR
1308/		ORD	07/971530		5,304,968	Granted
United States of America			28-Oct-1992		19-Apr-1994	28-Oct-2012
	Title:	Temperature Compensated Resonator
1309/		ORD	09/956,647		6,566,984	Granted
United States of America			22-Sep-2000		20-May-2003	22-Sep-2020
	Title:	High-frequency filter
1311/		ORD	09/327,704		6,329,889	Granted
United States of America			12-Jun-1998		11-Dec-2001	12-Jun-2018
	Title:	COUPLING ELEMENT AND HIGH-FREQUENCY FILTER
1312/		ORD	09/517,925		6,366,184	Granted
United States of America			03-Mar-1999		02-Apr-2002	03-Mar-2019
	Title:	Coupling element and manufacturing method for it and high-frequency filter
1313/		ORD	09/605,908		6,570,472	Granted
United States of America			29-Jun-1999		27-May-2003	29-Jun-2019
	Title:	Low-pass filter

1314/		ORD	09/956,647	2002-0036551	6,566,984	Granted
United States of America			22-Sep-2000	28-Mar-2002	20-May-2003	22-Sep-2020
	Title:	Resonator filter
1315/		ORD	09/902,852	2002-0005768	6,710,684	Granted
United States of America			17-Jul-2000	17-Jan-2002	23-Mar-2004	17-Jul-2020
	Title:	Method for attaching a resonator part and a resonator

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1316/		ORD	10/617,898	2004-0008094	6,927,646	Granted
United States of America			12-Jul-2002	15-Jan-2004	09-Aug-2005	17-Sep-2022
	Title:	Bypass arrangement for low-noise amplifier
1317/		PCT	11/132,688	2005-0212623	7,180,391	Granted
United States of America			17-Mar-2004	29-Sep-2005	20-Feb-2007	17-Mar-2024
	Title:	Resonator filter
1322/		PCT	11/264,479	2006-0071737	7,236,069	Granted
United States of America			18-May-2005	06-Apr-2006	26-Jun-2007	18-May-2025
	Title:	Adjustable resonator filter
1351/		DES	D/043,409		D378,592	Granted
United States of America			01-Sep-1995		25-Mar-1997	25-Mar-2011
	Title:	Antenna Device
1352/		DES	D/099,480		D429,703	Granted
United States of America			22-Jan-1999		22-Aug-2000	22-Aug-2014
	Title:	Enclosure for active ellectronics circuits
1353/		DES	D/118,472		D433,390	Granted
United States of America			09-Feb-2000		07-Nov-2000	07-Nov-2014
	Title:	Enclosure for active electronic circuits with an outer cover

Non- U.S. Patent List

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1002/		PCT	10-2006-7021125		10-0803648	Granted
Korea, Republic of			11-Oct-2006		05-Feb-2008	14-Feb-2025
	Title:	System and Method for Control of loop alignment for feed forward amplifiers
1005/PCT		PCT	10-2006-7000164	10-2006-0026480	10-0837743	Granted
Korea, Republic of			01-Jul-2004	23-Mar-2006	05-Jun-2006	01-Jul-2024
	Title:	Digital Predistortion System and Method for Correcting Memory Effects within an RF Power Amplifier
1006/KR		PCT	10-2005-7019242	10-2005-0119204	10-0800985	Granted
Korea, Republic of			07-Apr-2004	20-Dec-2005	29-Jan-2008	07-Apr-2024
	Title:	Combiner Alignment by Adjusting the Digital Input of Transmitter Modules Based on Anti-Phase Pilot Signals
1007/KR		PCT	10-2004-7014648	10-2004-0104522	10-0727798	Granted
Korea, Republic of			18-Mar-2003	10-Dec-2004	07-Jun-2007	18-Mar-2023
	Title:	System and Method for Eliminating Signal Zero Crossings in Single and Multiple Channel Communications Systems
1009/KR		PCT	10-2005-7014838	10-2005-0101210	10-0847238	Granted
Korea, Republic of			11-Feb-2004	20-Oct-2005	14-Jul-2008	11-Feb-2024
	Title:	Enhanced Efficiency Feed Forward Power Amplifier Utilizing Reduced Cancellation Bandwidth and Small Error Amplifier
1010/KR		PCT	10-2005-7022065	10-2006-0012011	10-0734767	Granted
Korea, Republic of			20-May-2004	06-Feb-2006	27-Jun-2007	20-May-2024
	Title:	Circuit Board Assembly Employing Solder Vent Hole

1020/		PRI	9800683-6	SE9800683	520621	Granted
Sweden			04-Mar-1998	05-Sep-1999	05-Aug-2003	04-Mar-2018
	Title:	SYSTEM AND A METHOD FOR TRANSFER OF A DIGITAL INFORMATION CARRYING SIGNAL
1023/		PCT	10-2006-7020483		10-864196	Granted
Korea, Republic of			29-Sep-2006		13-Oct-2008	24-Feb-2025
	Title:	Digital predistortion system and method for linearizing an RF power amplifier with nonlinear gain characteristics and memory effects
1024/		PCT	10-2006-7020665	10-2006-0116252	10-0802353	Granted
Korea, Republic of			23-Feb-2005	14-Nov-2006	01-Feb-2008	23-Feb-2025
	Title:	Digital predistortion system and method for high efficiency transmitters

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1030/CA		PCT	2413282	CA2413282	2413282	Granted
Canada			19-Jun-2001	27-Dec-2001	25-May-2004	19-Jun-2021
	Title:	System and Method for Peak Power Reduction in Multiple Carrier Communications Systems
1030/KR		PCT	10-2002-7017457	10-2003-0017555	10-0491194	Granted
Korea, Republic of			20-Dec-2002	03-Mar-2003	16-May-2005	19-Jun-2021
	Title:	System and Method for Peak Power Reduction in Multiple Carried Communications Systems
1032/CA		PCT	2450378	CA2450378	2450378	Granted
Canada			28-Jun-2002	16-Jan-2003	21-Oct-2008	28-Jun-2022
	Title:	System and Method for Post Filtering Peak Power Reduction in Communications Systems
1032/CN		PCT	02813477.X	1522502	ZL02813477.X	Granted
China (Peoples Republic)			28-Jun-2002	18-Aug-2004	26-Dec-2007	28-Jun-2022
	Title:	System and Method for Post Filtering Peak Power Reduction in Communications Systems
1032/KR		PCT	10-2004-7000033	10-2004-0010834	10-0664896	Granted
Korea, Republic of			18-Jun-2002	31-Jan-2004	28-Dec-2006	28-Jul-2022
	Title:	System and Method for Post Filtering Peak Power Reduction in Communications Systems
1033/CA		PCT	2452349	CA2452349	2452349	Granted
Canada			30-Jul-2002	13-Feb-2003	23-Sep-2008	30-Jul-2022
	Title:	System and Method for Post Filtering Peak Power Reduction in Communications Systems
1039/KR		PCT	10-2005-7003146	10-2005-0037588	10-0847237	Granted
Korea, Republic of			19-Aug-2003	22-Apr-2005	18-Jul-2008	19-Aug-2023
	Title:	Enhanced Efficiency LDMOS Based FeedForward Amplfier

1040/CN		PCT	200480002521.5	1742442	200480002521.5	Granted
China (Peoples Republic)			22-Jan-2004	01-Mar-2006	06-Aug-2008	22-Jan-2024
	Title:	Combined Use of Self-Generating Alignment Lists and Adaptive Controllers to Align a Feed Forward System
1040/EP		PCT	04704477.1	EP1590893	1590893	Granted
European Patent Convention			22-Jan-2004	02-Nov-2005	21-Jan-2009	22-Jan-2024
	Title:	Feed Forward Amplifier System Employing Self-Generating Alignment Lists and Adaptive Controller

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1040/DIV		DIV	10-2007-7023628	10-2007-0106649	10-0855198	Granted
Korea, Republic of			15-Oct-2007	02-Nov-2007	25-Aug-2008	05-Aug-2024
	Title:	Combined Use of Self-Generating Alignment Lists and Adaptive Controllers to Align a Feed Forward System
1043/KR		PCT	10-2005-7019650	10-2005-0122261	10-0681727	Granted
Korea, Republic of			07-Apr-2004	28-Dec-2005	06-Feb-2007	07-Apr-2024
	Title:	Additive Digital Predistortion System Employing Parallel Path Coordinate Conversion
1059/CA		PCT	2406757	CA2406757	2406757	Granted
Canada			28-Feb-2001	01-Nov-2001	23-Mar-2004	28-Feb-2021
	Title:	System and Method for Peak Power Reduction in Spread Spectrum Communications Systems
1059/CN		PCT	01808283.1	1425242	ZL01808283.1	Granted
China (Peoples Republic)			28-Feb-2001	18-Jun-2003	08-Nov-2006	28-Feb-2021
	Title:	System and Method for Peak Power Reduction in Spread Spectrum Communications Systems
1059/KR		PCT	10-2002-7014082	10-2002-0089512	KR10-0466057	Granted
Korea, Republic of			28-Feb-2001	29-Nov-2002	04-Jan-2005	28-Feb-2021
	Title:	System and Method for Peak Power Reduction in Spread Spectrum Communications Systems
1067/EP		PCT	03787071.4	EP1563600	1563600	Granted
European Patent Convention			20-Nov-2003	17-Aug-2005	30-Oct-2008	20-Nov-2023
	Title:	Systems and Methods of Dynamic Bias Switching for Radio Frequency Power Amplifiers
1083/CA		PCT	2293337	CA2293337	2293337	Granted
Canada			07-Apr-1999	14-Oct-1999	26-Oct-2004	07-Apr-2019
	Title:	Dynamic Predistortion Compensation for a Power Amplifier

1083/EP		PCT	99916474.2	EP0988694	0988694	Granted
European Patent Convention			07-Apr-1999	29-Mar-2000	22-Jun-2005	07-Apr-2019
	Title:	Dynamic Predistortion Compensation for a Power Amplifier
1083/EP		EPP	99916474.2	EP0988694	0988694	Granted
Finland			07-Apr-1999	29-Mar-2000	22-Jun-2005	07-Apr-2019
	Title:	Dynamic Predistortion Compensation for a Power Amplifier

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1083/DE		PCT	69925887.1-08	EP0988694	69925887T	Granted
Germany			07-Apr-1999	28-Jul-2005	20-Apr-2006	07-Apr-2019
	Title:	Dynamic Predistortion Compensation for a Power Amplifier
1083/EP		EPP	99916474.2	EP0988694	0988694	Granted
Sweden			07-Apr-1999	29-Mar-2000	22-Jun-2005	07-Apr-2019
	Title:	Dynamic Predistortion Compensation for a Power Amplifier
1083/EP		EPP	99916474.2	EP0988694	0988694	Granted
United Kingdom			07-Apr-1999	29-Mar-2000	22-Jun-2005	07-Apr-2019
	Title:	Dynamic Predistortion Compensation for a Power Amplifier
1084/CA		PCT	2293241	CA2293241	2293241	Granted
Canada			07-Apr-1999	14-Oct-1999	06-Aug-2002	07-Apr-2019
	Title:	Adaptive Biasing in a Power Amplifier
1084/EP		PCT	99917362.8	EP0995261	0995261	Granted
European Patent Convention			07-Apr-1999	26-Apr-2000	22-Feb-2006	07-Apr-2019
	Title:	Adaptive Biasing in a Power Amplifier
1084/EP		EPP	99917362.8	EP0995261	EP0995261	Granted
Finland			07-Apr-1999	26-Apr-2000	22-Feb-2006	07-Apr-2019
	Title:	Adaptive Biasing in a Power Amplifier
1084/EP		EPP	99917362.8	EP0995261	0995261	Granted
France			07-Apr-1999	26-Apr-2000	22-Feb-2006	07-Apr-2019
	Title:	Adaptive Biasing in a Power Amplifier

1084/EP		EPP	99917362.8	EP0995261	69929964T	Granted
Germany			07-Apr-1999	26-Apr-2000	22-Feb-2006	07-Apr-2019
	Title:	Adaptive Biasing in a Power Amplifier
1084/KR		PCT	10-1999-7011540	10-2001-0013533	KR10-0371083	Granted
Korea, Republic of			07-Apr-1999	26-Feb-2001	22-Jan-2003	07-Apr-2019
	Title:	Adaptive Biasing in a Power Amplifier

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1084/EP		EPP	99917362.8	EP0995261	0995261	Granted
Sweden			07-Apr-1999	26-Apr-2000	22-Feb-2006	07-Apr-2019
	Title:	Adaptive Biasing in a Power Amplifier
1084/EP		EPP	99917362.8	EP0995261	0995261	Granted
United Kingdom			07-Apr-1999	26-Apr-2000	22-Feb-2006	07-Apr-2019
	Title:	Adaptive Biasing in a Power Amplifier
1085/EP		ORD	99308185.0	EP0996223	0996223	Granted
European Patent Convention			18-Oct-1999	26-Apr-2000	28-Dec-2005	18-Oct-2019
	Title:	Amplification System Having Mask Detection
1085/EP		EPP	1999/2240	FI992240	116494B	Granted
Finland			18-Oct-1999	19-Apr-2000	30-Nov-2005	18-Oct-2019
	Title:	Amplification System Having Mask Detection
1085/EP		EPC	99308185.0	EP0996223	0996223	Granted
France			18-Oct-1999	26-Apr-2000	28-Dec-2005	18-Oct-2019
	Title:	Amplification System Having Mask Detection
1085/EP		EPC	99308185.0	EP0996223	0996223	Granted
Sweden			18-Oct-1999	26-Apr-2000	28-Dec-2005	18-Oct-2019
	Title:	Amplification System Having Mask Detection
1085/EP		EPC	99308185.0	EP0996223	0996223	Granted
United Kingdom			18-Oct-1999	26-Apr-2000	28-Dec-2005	18-Oct-2019
	Title:	Amplification System Having Mask Detection

1086/EP		ORD	99308207.2	EP0996224	0996224	Granted
European Patent Convention			18-Oct-1999	26-Apr-2000	03-Mar-2004	18-Oct-2019
	Title:	Amplification System having Mask Detection and Bias Compensation
1086/FI		ORD	1999/2244	FI992244	116924	Granted
Finland			18-Oct-1999	19-Apr-2000	31-Mar-2006	18-Oct-2019
	Title:	Amplification System having Mask Detection and Bias Compensation

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1086/KR		ORD	10-1999-0045110	10-2000-0029151	KR10-0429962	Granted
Korea, Republic of			18-Oct-1999	25-May-2000	21-Apr-2004	18-Oct-2019
	Title:	Amplification System having Mask Detection and Bias Compensation
1086/GB		EPC	99308207.2	EP0996224	0996224	Granted
United Kingdom			18-Oct-1999	26-Apr-2000	21-Apr-2004	18-Oct-2019
	Title:	Amplification System having Mask Detection and Bias Compensation
1089/EP		ORD	97302845.9	EP0803974	0803974	Granted
European Patent Convention			24-Apr-1997	29-Oct-1997	04-Feb-2004	24-Apr-2017
	Title:	Broadband Amplifier with Quadrature Pilot
1089/KR		ORD	10-1997-0015229	10-1997-0072644	KR10-0326285	Granted
Korea, Republic of			23-Apr-1997	07-Nov-1997	15-Feb-2002	23-Apr-2017
	Title:	Broadband Amplifier with Quadrature Pilot
1089/GB		EPC	97302845.9	EP0803974	0803974	Granted
United Kingdom			24-Apr-1997	29-Oct-1997	04-Feb-2004	24-Apr-2017
	Title:	Broadband Amplifier with Quadrature Pilot
1090/EP		ORD	990308184.3	EP0996222	EP0996222	Granted
European Patent Convention			18-Oct-1999	26-Apr-2000	02-Jan-2004	18-Oct-2019
	Title:	Feed Forward Amplification System Having Mask Detection Compensation
1090/FI		ORD	1999/2242	FI992242	116495B	Granted
Finland			18-Oct-1999	19-Apr-2000	30-Nov-2005	18-Oct-2019
	Title:	Feed Forward Amplification System Having Mask Detection Compensation

1090/FR		EPC	99308184.3	EP0996222	0996222	Granted
France			18-Oct-1999	26-Apr-2000	02-Jan-2004	18-Oct-2019
	Title:	Feed Forward Amplification System Having Mask Detection Compensation
1090/KR		ORD	10-1999-0045114	10-2000-0029152	KR10-0382772	Granted
Korea, Republic of			18-Oct-1999	25-May-2000	21-Apr-2003	18-Oct-2019
	Title:	Feed Forward Amplification System Having Mask Detection Compensation

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1090/SE		EPC	99308184.3	EP0996222	0996222	Granted
Sweden			18-Oct-1999	26-Apr-2000	02-Jan-2004	18-Oct-2019
	Title:	Feed Forward Amplification System Having Mask Detection Compensation
1090/GB		EPC	99308184.3	EP0996222	0996222	Granted
United Kingdom			18-Oct-1999	26-Apr-2000	02-Jan-2004	18-Oct-2019
	Title:	Feed Forward Amplification System Having Mask Detection Compensation
1091/CA		ORD	2289396	CA2289396	2289396	Granted
Canada			12-Nov-1999	13-May-2000	07-Oct-2003	12-Nov-2019
	Title:	Feed Forward Compensation Using Phase and Time Modulation
1091/EP		ORD	99309010.9	EP1001525	1001525	Granted
European Patent Convention			12-Nov-1999	17-May-2000	17-Aug-2005	12-Nov-2019
	Title:	Feed Forward Compensation Using Phase and Time Modulation
1091/KR		ORD	10-1999-0050258	10-2000-0035457	KR10-0399691	Granted
Korea, Republic of			12-Nov-1999	26-Jun-2000	17-Sep-2003	12-Nov-2019
	Title:	Feed Forward Compensation Using Phase and Time Modulation
1091/EP		EPC	99309010.9	EP1001525	1001525	Granted
Sweden			12-Nov-1999	17-May-2000	17-Aug-2005	12-Nov-2019
	Title:	Feed Forward Compensation Using Phase and Time Modulation
1091/EP		EPC	99309010.9	EP1001525	1001525	Granted
United Kingdom			12-Nov-1999	17-May-2000	17-Aug-2005	12-Nov-2019
	Title:	Feed Forward Compensation Using Phase and Time Modulation

1092/CA		PCT	2388512	CA2388512	2388512	Granted
Canada			19-Oct-2000	03-May-2001	20-Apr-2004	19-Oct-2020
	Title:	Improved Predistortion Compensation for a Power Amplifier
1092/EP		PCT	00984554.6	EP1224731	1224731	Granted
European Patent Convention			19-Oct-2000	24-Jul-2002	01-Mar-2006	19-Oct-2020
	Title:	Improved Predistortion Compensation for a Power Amplifier

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1092/EP		EPP	00984554.6	EP1224731	1224731	Granted
France			19-Oct-2000	24-Jul-2002	01-Mar-2006	19-Oct-2020
	Title:	Improved Predistortion Compensation for a Power Amplifier
1092/EP		EPP	00984554.6	EP1224731	1224731	Granted
Germany			19-Oct-2000	24-Jul-2002	01-Mar-2006	19-Oct-2020
	Title:	Improved Predistortion Compensation for a Power Amplifier
1092/EP		EPP	00984554.6	EP1224731	1224731	Granted
Sweden			19-Oct-2000	24-Jul-2002	01-Mar-2006	19-Oct-2020
	Title:	Improved Predistortion Compensation for a Power Amplifier
1092/EP		EPP	00984554.6	EP1224731	1224731	Granted
United Kingdom			19-Oct-2000	24-Jul-2002	01-Mar-2006	19-Oct-2020
	Title:	Improved Predistortion Compensation for a Power Amplifier
1093/CA		ORD	2286536	CA2286536	2286536	Granted
Canada			18-Oct-1999	19-Apr-2000	28-Sep-2004	18-Oct-2019
	Title:	Multi-Channel Amplification System Using Mask Detection
1093/EP		PRI	99308179.3	EP0998026	0998026	Granted
European Patent Convention			18-Oct-1999	03-May-2000	23-Feb-2006	18-Oct-2019
	Title:	Multi-Channel Amplification System Using Mask Detection
1093/FI		PRI	1999/2243		116923	Granted
Finland			18-Oct-1999		31-Mar-2006	18-Oct-2019
	Title:	Multi-Channel Amplification System Using Mask Detection

1093/EP		EPC	99308179.3	EP0998026	0998026	Granted
France			18-Oct-1999	03-May-2000	23-Feb-2006	18-Oct-2019
	Title:	Multi-Channel Amplification System Using Mask Detection
1093/EP		EPC	99308179.3	EP0998026	0998026	Granted
Sweden			18-Oct-1999	03-May-2000	23-Feb-2006	18-Oct-2019
	Title:	Multi-Channel Amplification System Using Mask Detection

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1093/EP		EPC	99308179.3	EP0998026	0998026	Granted
United Kingdom			18-Oct-1999	03-May-2000	23-Feb-2006	18-Oct-2019
	Title:	Multi-Channel Amplification System Using Mask Detection
1094/CA		PCT	2336332	CA2336332	2336332	Granted
Canada			01-Jul-1999	13-Jan-2000	23-May-2006	01-Jul-2019
	Title:	Switchable Combiner/Splitter
1094/EP		PCT	99938714.5	EP1092302	EP1092302	Granted
European Patent Convention			01-Jul-1999	18-Apr-2001	25-Feb-2004	01-Jul-2019
	Title:	Switchable Combiner/Splitter
1094/KR		PCT	10-2000-7014970	10-2001-0071681	KR10-0531267	Granted
Korea, Republic of			01-Jul-1999	31-Jul-2001	21-Nov-2005	01-Jul-2019
	Title:	Switchable Combiner/Splitter
1094/MX		PCT	MX2000PA13012	MXPA00013012	222983	Granted
Mexico			01-Jul-1999	14-Jul-2003	24-Sep-2004	01-Jul-2019
	Title:	Switchable Combiner/Splitter
1094/GB		EPP	99938714.5	EP1092302	1092302	Granted
United Kingdom			01-Jul-1999	13-Jan-2000	25-Feb-2004	01-Jul-2019
	Title:	Switchable Combiner/Splitter
1108/		ORD	091103539		548910	Granted
Taiwan			27-Feb-2002		21-Aug-2003
	Title:	Intelligent multiplexers in an antenna line management system

1112/CN		ORD	01807838.9	1422454	ZL01807838.9	Granted
China (Peoples Republic)			08-Feb-2001	04-Jun-2003	15-Oct-2008	08-Feb-2021
	Title:	Power Booster Method and Apparatus For Improving The Performance of Radio Frequency Linear Power Amplifiers
1112/DE		ORD	101 95 520.0	DE10195520T	DE10195520T	Granted
Germany				13-Mar-2003
	Title:	Power Booster Method and Apparatus For Improving The Performance of Radio Frequency Linear Power Amplifiers

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1112/KR		ORD	10-2002-7010249	10-2003-0019311	10-0800381	Granted
Korea, Republic of			08-Aug-2001	06-Mar-2003	28-Jan-2008	08-Aug-2021
	Title:	Power Booster Method and Apparatus For Improving The Performance of Radio Frequency Linear Power Amplifiers
1112/GB		ORD	0220803.1	GB2375667	2375667	Granted
United Kingdom			08-Feb-2001	20-Nov-2002	08-Sep-2004	08-Feb-2021
	Title:	Power Booster Method and Apparatus For Improving The Performance of Radio Frequency Linear Power Amplifiers
1113/PCT		ORD	57853/96	AU707610B	707610	Granted
Australia			14-May-1996	15-Jul-1999	28-Oct-1999	14-May-2016
	Title:	An antenna device with two radiating elements having an adjustable phase difference between the radiating elements
1113/PCT		ORD	96193941.9	1184563	ZL96193941.9	Granted
China (Peoples Republic)			14-May-1996	10-Jun-1998	13-Nov-2002	14-May-2016
	Title:	An antenna device with two radiating elements having an adjustable phase difference between the radiating elements
1113/PCT		ORD	960914514.3	EP0826250	0826250	Granted
European Patent Convention			14-May-1996	21-Nov-1996	27-Mar-2002	14-May-2016
	Title:	An antenna device with two radiating elements having an adjustable phase difference between the radiating elements
1113/PCT		EPP	96914514.3	EP0826250	0826250	Granted
France			14-May-1996	21-Nov-1996	27-Mar-2002	14-May-2016
	Title:	An antenna device with two radiating elements having an adjustable phase difference between the radiating elements

1113/PCT		UTM	29512952.2		29512952	Granted
Germany			11-Aug-1995		19-Oct-1995	11-Aug-2005
	Title:	An antenna device with two radiating elements having an adjustable phase difference between the radiating elements
1113/SE		PRI	9501830-5	SE9501830	503722	Granted
Sweden			16-May-1995	12-Aug-1996	12-Aug-1996	16-May-2015
	Title:	An antenna device with two radiating elements having an adjustable phase difference between the radiating elements

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1113/PCT		EPP	96914514.3	EP0826250	0826250	Granted
United Kingdom			14-May-1996	21-Nov-1996	27-Mar-2002	14-May-2016
	Title:	An antenna device with two radiating elements having an adjustable phase difference between the radiating elements
1118/ORD		ORD	92903213.4	EP0566640	0566640	Granted
European Patent Convention			08-Jan-1992	27-Oct-1993	13-Nov-1996	08-Jan-2012
	Title:	Phase Locked Loop Motor Control Circuit for Tuning Cavity Resonator
1118/ORD		ORD	92903213.4	EP0566640	0566640	Granted
France			08-Jan-1992	27-Oct-1993	13-Nov-1996	08-Jan-2012
	Title:	Phase Locked Loop Motor Control Circuit for Tuning Cavity Resonator
1118/ORD		ORD	92903213.4	EP0566640	69215211	Granted
Germany			08-Jan-1992	27-Oct-1993	13-Nov-1996	08-Jan-2012
	Title:	Phase Locked Loop Motor Control Circuit for Tuning Cavity Resonator
1118/ORD		ORD	92903213.4	EP0566640	EP0566640	Granted
Italy			08-Jan-1992	27-Oct-1993	13-Nov-1996	08-Jan-2012
	Title:	Phase Locked Loop Motor Control Circuit for Tuning Cavity Resonator
1118/ORD		ORD	9100065-3	SE9100065	467901	Granted
Sweden			09-Jan-1991	28-Sep-1992	04-Feb-1993	09-Jan-2011
	Title:	Phase Locked Loop Motor Control Circuit for Tuning Cavity Resonator
1118/ORD		ORD	92903213.4	EP0566640	0566640	Granted
United Kingdom			08-Jan-1992	27-Oct-1993	13-Nov-1996	08-Jan-2012
	Title:	Phase Locked Loop Motor Control Circuit for Tuning Cavity Resonator

1119/ORD		ORD	890912892.2	EP0447411	0447411	Granted
European Patent Convention			30-Nov-1989	25-Sep-1991	17-Jul-1996	30-Nov-2009
	Title:	Method and a device pertaining to an electro-mechanically controlled resonance module
1119/ORD		ORD	89912892.0	EP0447411	0447411	Granted
France			30-Nov-1989	25-Sep-1991	17-Jul-1996	30-Nov-2009
	Title:	Method and a device pertaining to an electro-mechanically controlled resonance module

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1119/ORD		ORD	89912892.0	EP0447411	68926860	Granted
Germany			30-Nov-1989	25-Sep-1991	17-Jul-1996	30-Nov-2009
	Title:	Method and a device pertaining to an electro-mechanically controlled resonance module
1119/ORD		ORD	89912892.0	EP0447411	0447411	Granted
Italy			30-Nov-1989	25-Sep-1991	17-Jul-1996	30-Nov-2009
	Title:	Method and a device pertaining to an electro-mechanically controlled resonance module
1119/ORD		PRI	8804374-0	SE8804374	465054	Granted
Sweden			02-Dec-1988	15-Jul-1991	07-Nov-1991	02-Dec-2008
	Title:	Method and a device pertaining to an electro-mechanically controlled resonance module
1119/ORD2		PRI	8903298-1	SE470325	470325	Granted
Sweden			06-Oct-1989	07-Apr-1991	17-Jan-1994	06-Oct-2009
	Title:	Method and a device pertaining to an electro-mechanically controlled resonance module
1119/ORD		ORD	89912892.0	EP0447411	0447411	Granted
United Kingdom			30-Nov-1989	25-Sep-1991	17-Jul-1996	30-Nov-2009
	Title:	Method and a device pertaining to an electro-mechanically controlled resonance module
1132/PCT		ORD	95937291.3	EP0792464	0792464	Granted
European Patent Convention			15-Nov-1995	30-May-1996	18-Aug-2004	15-Nov-2015
	Title:	Measuring line for a coaxial conductor for determining energy throughflow and standing wave ratios
1132/PCT		EPP	972116	FI972116	109838	Granted
Finland			15-Nov-1995	16-May-1997	15-Oct-2002	15-Nov-2015
	Title:	Measuring line for a coaxial conductor for determining energy throughflow and standing wave ratios

1132/PCT		EPP	95937291.3	EP0792464	0792464	Granted
France			15-Nov-1995	30-May-1996	18-Aug-2004	15-Nov-2015
	Title:	Measuring line for a coaxial conductor for determining energy throughflow and standing wave ratios
1132/PCT		EPP	95937291.3	EP0792464	0792464	Granted
Italy			15-Nov-1995	30-May-1996	18-Aug-2004	15-Nov-2015
	Title:	Measuring line for a coaxial conductor for determining energy throughflow and standing wave ratios

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1132/ORD		PRI	9403985-6	SE9403985	503922	Granted
Sweden			17-Nov-1994	30-Sep-1996	30-Sep-1996	17-Nov-2014
	Title:	Measuring line for a coaxial conductor for determining energy throughflow and standing wave ratios
1132/PCT		EPP	95937291.3	EP0792464	0792464	Granted
United Kingdom			15-Nov-1995	30-May-1996	18-Aug-2004	15-Nov-2015
	Title:	Measuring line for a coaxial conductor for determining energy throughflow and standing wave ratios
1135/PCT		PCT	97937169.7	EP0928515	0928515	Granted
European Patent Convention			07-Aug-1997	14-Jul-1999	10-Sep-2003	07-Aug-2017
	Title:	Adaptive digital predistortion linearization and feed-forward correction of RF power amplifier
1135/PCT		EPP	97937169.7	EP0928515	0928515	Granted
France			07-Aug-1997	14-Jul-1999	10-Sep-2003	07-Aug-2017
	Title:	Adaptive digital predistortion linearization and feed-forward correction of RF power amplifier
1135/PCT		PCT	9760169.7	DE69716935T	69716935	Granted
Germany			07-Aug-1997	03-Jul-2003	04-Dec-2003	07-Aug-2017
	Title:	Adaptive digital predistortion linearization and feed-forward correction of RF power amplifier
1135/PCT		EPP	97937169.7	EP0928515	0928515	Granted
Italy			07-Aug-1997	14-Jul-1999	10-Sep-2003	07-Aug-2017
	Title:	Adaptive digital predistortion linearization and feed-forward correction of RF power amplifier
1135/PCT		PCT	10-1999-7002350	10-2000-0048479	10-0338230	Granted
Korea, Republic of			19-Mar-1999	25-Jul-2000	14-May-2002	07-Aug-2017
	Title:	Adaptive digital predistortion linearization and feed-forward correction of RF power amplifier

1135/PCT		EPP	97937169.7	EP0928515	0928515	Granted
Sweden			07-Aug-1997	14-Jul-1999	10-Sep-2003	07-Aug-2017
	Title:	Adaptive digital predistortion linearization and feed-forward correction of RF power amplifier
1136/PCT		PCT	988006882.6	CN1261987	1121080C	Granted
China (Peoples Republic)			17-Jun-1998	02-Aug-2000	10-Sep-2003	17-Jun-2018
	Title:	Temperature compensation structure for resonator cavity

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1136/EP		PCT	98093134.9	EP0990274	0990274	Granted
European Patent Convention			17-Jun-1998	05-Apr-2000	22-Jan-2003	17-Jun-2018
	Title:	Temperature compensation structure for resonator cavity
1136/EP		EPC	98093134.9	EP0990274	0990274	Granted
Finland			17-Jun-1998	05-Apr-2000	22-Jan-2003	17-Jun-2018
	Title:	Temperature compensation structure for resonator cavity
1136/EP		EPC	98093134.9	EP0990274	69810927.9	Granted
Germany			17-Jun-1998	05-Apr-2000	22-Jan-2003	17-Jun-2018
	Title:	Temperature compensation structure for resonator cavity
1136/EP		EPC	98093134.9	EP0990274	0990274	Granted
Italy			17-Jun-1998	05-Apr-2000	22-Jan-2003	17-Jun-2018
	Title:	Temperature compensation structure for resonator cavity
1136/EP		EPC	980931349.9	EP0990274	0990274	Granted
Sweden			17-Jun-1998	05-Apr-2000	22-Jan-2003	17-Jun-2018
	Title:	Temperature compensation structure for resonator cavity
1136/EP		EPC	98093134.9	EP0990274	0990274	Granted
United Kingdom			17-Jun-1998	05-Apr-2000	22-Jan-2003	17-Jun-2018
	Title:	Temperature compensation structure for resonator cavity
1137/		PCT	542545/99		3342022	Granted
Japan			28-Jan-1999		23-Aug-2002
	Title:	Control of RF error extraction using auto-calibrating RF correlator

1137/		PCT	10-1999-7009374	10-2001-0006290	KR10-0345620	Granted
Korea, Republic of			12-Oct-1999	26-Jan-2001	10-Jul-2002	28-Jan-2019
	Title:	Control of RF error extraction using auto-calibrating RF correlator
1138/		PCT	10-1999-7002350	10-2000-0048479	KR10-0338230	Granted
Korea, Republic of			19-Mar-1999	25-Jul-2000	14-May-2002	07-Aug-2017
	Title:	Adaptive digital predistortion linearization and feed-forward correction of RF power amplifier

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1139/PCT		ORD	PI9609177-0	BR9609177	PI9609177-0	Granted
Brazil			24-Nov-1997	24-Aug-1999	30-Apr-2002	24-Nov-2017
	Title:	Movable dielectric body for controlling propagation velocity in a feed line
1139/PCT		ORD	96193925.7	1184562	ZL96193925.7	Granted
China (Peoples Republic)			24-May-1996	10-Jun-1998	25-Dec-2002	24-May-2016
	Title:	Movable dielectric body for controlling propagation velocity in a feed line
1139/PCT		PCT	96920089.8	EP0832508	0832508	Granted
European Patent Convention			24-May-1996	28-Nov-1996	05-Dec-2001	24-May-2016
	Title:	Movable dielectric body for controlling propagation velocity in a feed line
1139/PCT		EPP	96920089.8	EP0832508	0832508	Granted
France			24-May-1996	28-Nov-1996	05-Dec-2001	24-May-2016
	Title:	Movable dielectric body for controlling propagation velocity in a feed line
1139/PCT		EPP	96920089.8	EP0832508	69617681	Granted
Germany			24-May-1996	28-Nov-1996	05-Dec-2001	24-May-2016
	Title:	Movable dielectric body for controlling propagation velocity in a feed line
1139/PCT		ORD	P-961964		ID0005890	Granted
Indonesia			09-Jul-1997		24-Jan-2001	09-Jul-2017
	Title:	Movable dielectric body for controlling propagation velocity in a feed line
1139/PCT		EPP	96920089.8	EP0832508	0832508	Granted
Italy			24-May-1996	28-Nov-1996	05-Dec-2001	24-May-2016
	Title:	Movable dielectric body for controlling propagation velocity in a feed line

1139/PCT		ORD	10-1997-0708122	10-1999-0014779	10-0282999	Granted
Korea, Republic of			24-May-1996	25-Feb-1999	04-Dec-2000	24-May-2016
	Title:	Movable dielectric body for controlling propagation velocity in a feed line
1139/PRI		PRI	9501955-0	SE9501955	504563	Granted
Sweden			24-May-1995	25-Nov-1996	03-Mar-1997	24-May-2015
	Title:	Movable dielectric body for controlling propagation velocity in a feed line

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1139/PCT		ORD	85105778		098293	Granted
Taiwan			16-May-1996		21-Sep-1998
	Title:	Movable dielectric body for controlling propagation velocity in a feed line
1139/PCT		EPP	96920089.8	EP0832508	0832508	Granted
United Kingdom			24-May-1996	28-Nov-1996	05-Dec-2001	24-May-2016
	Title:	Movable dielectric body for controlling propagation velocity in a feed line
1140/ORD		PCT	2226783	CA2226783	2226783	Granted
Canada			12-Jul-1996	06-Feb-1997	08-Apr-2008	12-Jul-2016
	Title:	Antenna amplifier
1140/PCT		EPC	96924235.3	EP0872024	872024	Granted
Denmark			12-Jul-1996	02-Jun-1997	17-Feb-2003	12-Jul-2016
	Title:	Amplifier for antenna and using integrated dual duplex filters
1140/PCT		ORD	96924235.3	EP0872024	0872024	Granted
European Patent Convention			12-Jul-1996	02-Jun-1997	16-Oct-2002	12-Jul-2016
	Title:	Amplifier for antenna and using integrated dual duplex filters
1140/PCT		EPC	96924235.3	EP0872024	0872024	Granted
Finland			12-Jul-1996	02-Jun-1997	16-Oct-2002	12-Jul-2016
	Title:	Amplifier for antenna and using integrated dual duplex filters
1140/PCT		EPC	96924235.3	EP0872024	69624377	Granted
Germany			12-Jul-1996	02-Jun-1997	10-Jul-2003	12-Jul-2016
	Title:	Amplifier for antenna and using integrated dual duplex filters

1140/PCT		EPC	96924235.3	EP0872024	0872024	Granted
Italy			12-Jul-1996	02-Jun-1997	16-Oct-2002	12-Jul-2016
	Title:	Amplifier for antenna and using integrated dual duplex filters
1140/PCT		EPC	96924235.3	EP0872024	2185786	Granted
Spain			12-Jul-1996	02-Jun-1997	16-Oct-2002	12-Jul-2016
	Title:	Amplifier for antenna and using integrated dual duplex filters

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1140/ORD		PRI	9502604-3	SE9502604	504568	Granted
Sweden			14-Jul-1995	15-Jan-1997	10-Mar-1997	14-Jul-2015
	Title:	Amplifier for antenna and using integrated dual duplex filters
1140/PCT		EPC	96924235.3	EP0872024	0872024	Granted
United Kingdom			12-Jul-1996	02-Jun-1997	16-Oct-2002	12-Jul-2016
	Title:	Amplifier for antenna and using integrated dual duplex filters
1143/ORD		PCT	31116/97	AU722385	722385	Granted
Australia			30-Dec-1998	03-Aug-2000	16-Nov-2000	28-May-2017
	Title:	Repeater with variable bandwidth
1143/ORD		PCT	97926327.4	EP0894373	0894373	Granted
Austria			28-May-1997	03-Feb-1999	08-Aug-2001	28-May-2017
	Title:	Repeater with variable bandwidth
1143/ORD		PCT	97926327.4	EP0894373	0894373	Granted
Belgium			28-May-1997	03-Feb-1999	08-Aug-2001	28-May-2017
	Title:	Repeater with variable bandwidth
1143/ORD		PCT	2256330	CA2256330	2256330	Granted
Canada			28-May-1997	04-Dec-1997	27-Jan-2004	28-May-2017
	Title:	Repeater with variable bandwidth
1143/ORD		PCT	97926327.4	EP0894373	0894373	Granted
France			28-May-1997	03-Feb-1999	08-Aug-2001	28-May-2017
	Title:	Repeater with variable bandwidth

1143/ORD		PCT	97926327.4	EP0894373	69706044	Granted
Germany			28-May-1997	03-Feb-1999	08-Aug-2001	28-May-2017
	Title:	Repeater with variable bandwidth
1143/ORD		PCT	97926327.4	EP0894373	0894373	Granted
Italy			28-May-1997	03-Feb-1999	08-Aug-2001	28-May-2017
	Title:	Repeater with variable bandwidth

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1143/ORD		PCT	10-1998-0709762	10-2000-0016194	10-0313486	Granted
Korea, Republic of			30-Nov-1998	25-Mar-2000	22-Oct-2001	28-May-2017
	Title:	Repeater with variable bandwidth
1143/ORD		PCT	19985514	NO985514	316050	Granted
Norway			26-Nov-1998	26-Nov-1998	01-Dec-2003	28-May-2017
	Title:	Repeater with variable bandwidth
1143/ORD		PCT	97926327.4	EP0894373	0894373	Granted
Spain			28-May-1997	03-Feb-1999	08-Aug-2001	28-May-2017
	Title:	Repeater with variable bandwidth
1143/ORD		PRI	9602161-3	SE9602161	510569	Granted
Sweden			31-May-1996	01-Dec-1997	07-Jun-1999	31-May-2016
	Title:	Repeater with variable bandwidth
1143/ORD		PCT	97926327.4	EP0894373	0894373	Granted
Switzerland			28-May-1997	03-Feb-1999	08-Aug-2001	28-May-2017
	Title:	Repeater with variable bandwidth
1143/ORD		PCT	97926327.4	EP0894373	0894373	Granted
United Kingdom			28-May-1997	03-Feb-1999	08-Aug-2001	28-May-2017
	Title:	Repeater with variable bandwidth
1145/ORD		ORD	29191/97	AU720608B	720608	Granted
Australia			19-Nov-1998	08-Jun-2000	21-Sep-2000	19-Nov-2018
	Title:	Flat antenna

1145/ORD		ORD	PI9708946-0	BR9708946	PI9708946-0	Granted
Brazil			12-May-1997	03-Aug-1999	18-Feb-2003	12-May-2017
	Title:	Flat antenna
1145/ORD		ORD	97194636.1	1218583	ZL97194636.1	Granted
China (Peoples Republic)			13-Nov-1998	02-Jun-1999	10-Dec-2003	13-Nov-2018
	Title:	Flat antenna

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1145/ORD		ORD	97923376.4	EP0939975	0939975	Granted
European Patent Convention			16-Nov-1998	08-Sep-1999	29-Oct-2003	16-Nov-2018
	Title:	Flat antenna
1145/ORD		ORD	97923376.4	EP0939975	0939975	Granted
France			12-May-1997	08-Sep-1999	29-Oct-2003	12-May-2017
	Title:	Flat antenna
1145/ORd		ORD	97923376.4	EP0939975	69725874	Granted
Germany			12-May-1997	08-Sep-1999	29-Oct-2003	12-May-2017
	Title:	Flat antenna
1145/ORD		ORD	9703963-0	SE9703963	509749	Granted
Sweden			29-Oct-1997	14-Nov-1997	01-Mar-1999	29-Oct-2017
	Title:	Flat antenna
1145/ORD		ORD	97923376.4	EP0939975	0939975	Granted
United Kingdom			12-May-1997	08-Sep-1999	29-Oct-2003	12-May-2017
	Title:	Flat antenna
1146/PCT		PCT	19492/97	AU711591B	711591	Granted
Australia			14-Aug-1998	14-Oct-1999	27-Jan-2000	19-Feb-2017
	Title:	Method and device for monitoring a mobile telephone repeater
1146/PCT		PCT	2244873	CA2244873	2244873	Granted
Canada			19-Feb-1997	12-Sep-1997	18-Oct-2005	19-Feb-2017
	Title:	Method and device for monitoring a mobile telephone repeater

1146/PCT		PCT	97192826.6	1212797	ZL97192826.6	Granted
China (Peoples Republic)			19-Feb-1997	31-Mar-1999	20-Oct-2004	19-Feb-2017
	Title:	Method and device for monitoring a mobile telephone repeater
1146/PCT		PCT	97907503.3	EP0885491	0885491	Granted
European Patent Convention			27-Aug-1998	23-Dec-1998	28-Aug-2002	19-Feb-2017
	Title:	Method and device for monitoring a mobile telephone repeater

Thursday, March 26, 2009 Patent List Page: 20

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1146/PCT		EPC	97907503.3	EP0885491	0885491	Granted
France			27-Aug-1998	23-Dec-1998	28-Aug-2002	27-Aug-2018
	Title:	Method and device for monitoring a mobile telephone repeater
1146/PCT		PCT	69714975.7		69714975	Granted
Germany			27-Aug-1998		28-Aug-2002	19-Feb-2017
	Title:	Method and device for monitoring a mobile telephone repeater
1146/PCT		EPC	97907503.3	EP0885491	0885491	Granted
Italy			27-Aug-1998	23-Dec-1998	28-Aug-2002	27-Aug-2018
	Title:	Method and device for monitoring a mobile telephone repeater
1146/PCT		PCT	10-1998-0706972	10-1999-0087537	10-0427885	Granted
Korea, Republic of			04-Sep-1998	27-Dec-1999	08-Apr-2004	19-Feb-2017
	Title:	Method and device for monitoring a mobile telephone repeater
1146/PCT		PCT	19984034	NO984034	315677	Granted
Norway			02-Sep-1998	29-Oct-1998	06-Oct-2003	19-Feb-2017
	Title:	Method and device for monitoring a mobile telephone repeater
1146/PCT		EPC	97907503.3	EP0885491	0885491	Granted
Spain			27-Aug-1998	23-Dec-1998	28-Aug-2002	27-Aug-2018
	Title:	Method and device for monitoring a mobile telephone repeater
1146/ORD		ORD	9600842-0	SE9600842	511385	Granted
Sweden			04-Mar-1996	03-Sep-1997	20-Sep-1999	04-Mar-2016
	Title:	Method and device for monitoring a mobile telephone repeater

1146/PCT		EPC	97907503.3	EP0885491	0885491	Granted
United Kingdom			27-Aug-1998	23-Dec-1998	28-Aug-2002	27-Aug-2018
	Title:	Method and device for monitoring a mobile telephone repeater
1147/ORD		PCT	98802015.7	1244297	ZL98802015.7	Granted
China (Peoples Republic)			16-Jan-1998	09-Feb-2000	29-Oct-2003	16-Jan-2018
	Title:	Antenna element

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1147/ORD		ORD	98901630.8	EP0954886	0954886	Granted
European Patent Convention			30-Jun-1999	10-Nov-1999	10-Nov-2004	30-Jun-2019
	Title:	Antenna element
1147/ORD		EPC	98901630.8	EP0954886	0954886	Granted
France			16-Jan-1998	10-Nov-1999	10-Nov-2004	16-Jan-2018
	Title:	Antenna element
1147/ORD		EPC	98901630.8	EP0954886	69827471.7	Granted
Germany			16-Jan-1998	10-Nov-1999	10-Nov-2004	16-Jan-2018
	Title:	Antenna element
1147/ORD		PCT	P-980066		ID0006011	Granted
Indonesia			20-Jan-1998		27-Feb-2001	16-Jan-2018
	Title:	Antenna element
1147/ORD		EPC	98901630.8	EP0954886	0954886	Granted
Italy			16-Jan-1998	10-Nov-1999	10-Nov-2004	16-Jan-2018
	Title:	Antenna element
1147/ORD		PCT	10-531898	JP2001509341	3990735	Granted
Japan			22-Jul-1999	10-Jul-2001	17-Oct-2007	16-Jan-2018
	Title:	Antenna element
1147/PRI		PRI	9700208-3	SE9700208	507076	Granted
Sweden			24-Jan-1997	23-Mar-1998	23-Mar-1998	24-Jan-2017
	Title:	Antenna element

1147/ORD		EPC	98901630.8	EP0954886	0954886	Granted
United Kingdom			16-Jan-1998	10-Nov-1999	10-Nov-2004	16-Jan-2018
	Title:	Antenna element
1148/ORD		PRI	9602080-5	SE9602080	506868	Granted
Sweden			29-May-1996	30-Nov-1997	23-Feb-1998	29-May-2016
	Title:	Elongated antenna

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1149/		PCT	97915092.7	EP0890218	EP0890218	Granted
European Patent Convention			11-Aug-1998	13-Jan-1999	08-Jan-2003	14-Mar-2017
	Title:	Adaptive compensation of RF amplifier distortion by injecting predistortion signal derived from respectively different functions of input signal amplitude
1149/		EPP	97915092.7	EP0890218	0890218	Granted
France			11-Aug-1998	13-Jan-1999	08-Jan-2003	14-Mar-2017
	Title:	Adaptive compensation of RF amplifier distortion by injecting predistortion signal derived from respectively different functions of input signal amplitude
1149/		EPP	97915092.7	EP0890218	69718304.1	Granted
Germany			11-Aug-1998	13-Jan-1999	08-Jan-2003	14-Mar-2017
	Title:	Adaptive compensation of RF amplifier distortion by injecting predistortion signal derived from respectively different functions of input signal amplitude
1149/		PCT	0890218		0890218	Granted
Italy			14-Mar-1997
	Title:	Adaptive compensation of RF amplifier distortion by injecting predistortion signal derived from respectively different functions of input signal amplitude
1149/		PCT	555283/97		3393650	Granted
Japan			14-Mar-1997		31-Jan-2003
	Title:	Adaptive compensation of RF amplifier distortion by injecting predistortion signal derived from respectively different functions of input signal amplitude
1149/		PCT	98-707629		283598	Granted
Korea, Republic of					11-Dec-2000
	Title:	Adaptive compensation of RF amplifier distortion by injecting predistortion signal derived from respectively different functions of input signal amplitude

1149/		EPP	97915092.7	EP0890218	0890218	Granted
Sweden			11-Aug-1998	13-Jan-1999	08-Jan-2003	14-Mar-2017
	Title:	Adaptive compensation of RF amplifier distortion by injecting predistortion signal derived from respectively different functions of input signal amplitude
1149/		EPP	97915092.7	EP0890218	0890218	Granted
United Kingdom			11-Aug-1998	13-Jan-1999	08-Jan-2003	14-Mar-2017
	Title:	Adaptive compensation of RF amplifier distortion by injecting predistortion signal derived from respectively different functions of input signal amplitude

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1150/ORD		ORD	97196271.5	1225206	ZL97196271.5	Granted
China (Peoples Republic)			23-Jun-1997	04-Aug-1999	18-Jun-2003	23-Jun-2017
	Title:	Method and system for tuning resonance modules
1150/ORD		ORD	97932068.6	EP0913031	913031	Granted
Denmark			23-Jun-1997	15-Jan-1998	08-Mar-2004	23-Jun-2017
	Title:	Method and system for tuning resonance modules
1150/ORD		ORD	97932068.6	EP0913031	0913031	Granted
European Patent Convention			23-Jun-1997	15-Jan-1998	19-Nov-2003	23-Jun-2017
	Title:	Method and system for tuning resonance modules
1150/ORD		ORD	97932068.6	EP0913031	0913031	Granted
Finland			23-Jun-1997	15-Jan-1998	19-Nov-2003	23-Jun-2017
	Title:	Method and system for tuning resonance modules
1150/ORD		ORD	9602740-4	SE9602740	507698	Granted
Sweden			10-Jul-1996	11-Jan-1998	06-Jul-1998	10-Jul-2016
	Title:	Method and system for tuning resonance modules
1150/ORD		ORD	97932068.6	EP0913031	0913031	Granted
United Kingdom			23-Jun-1997	15-Jan-1998	19-Nov-2003	23-Jun-2017
	Title:	Method and system for tuning resonance modules
1151/ORD		PCT	98812131.X	1281590	ZL98812131.X	Granted
China (Peoples Republic)			12-Jul-1998	24-Jan-2001	28-Apr-2004	12-Jul-2018
	Title:	Dual band antenna

1151/PCT		ORD	98962782.3	EP1038332	1038332	Granted
European Patent Convention			07-Dec-1998	27-Sep-2000	08-Apr-2008	07-Dec-2018
	Title:	Dual band antenna
1151/PCT		EPC	98962782.3	EP1038332	1038332	Granted
France			07-Dec-1998	27-Sep-2000	08-Apr-2008	07-Dec-2018
	Title:	Dual band antenna

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1151/PCT		EPC	98962782.3	EP1038332	69839348.1	Granted
Germany			07-Dec-1998	27-Sep-2000	17-Jul-2008	07-Dec-2018
	Title:	Dual band antenna
1151/ORD		PCX	01103784.3		HK1033210	Granted
Hong Kong			01-Jun-2001		18-Feb-2005	12-Jul-2018
	Title:	Dual band antenna
1151/PCT		EPC	98962782.3	EP1038332	1038332	Granted
Italy			07-Dec-1998	27-Sep-2000	08-Apr-2008	07-Dec-2018
	Title:	Dual band antenna
1151/PCT		EPC	98962782.3	EP1038332	2301218	Granted
Spain			07-Dec-1998	27-Sep-2000	08-Apr-2008	07-Dec-2018
	Title:	Dual band antenna
1151/ORD		ORD	9704642-9	SE9704642	511064	Granted
Sweden			12-Dec-1997	13-Jun-1999	26-Jul-1999	12-Dec-2017
	Title:	Dual band antenna
1151/ORD		ORD	87103453	HK1033210	124,051	Granted
Taiwan			10-Mar-1998	18-Feb-2005	23-Apr-2001	10-Mar-2018
	Title:	Dual band antenna
1151/PCT		EPC	98962782.3	EP1038332	1038332	Granted
United Kingdom			07-Dec-1998	27-Sep-2000	08-Apr-2008	07-Dec-2018
	Title:	Dual band antenna

1152/ORD		ORD	98802037.8	1244299	ZL98802037.8	Granted
China (Peoples Republic)			30-Jan-1998	09-Feb-2000	15-Oct-2003	30-Jan-2018
	Title:	Antenna operating with two isolated channels
1152/ORD		ORD	98903324.6	EP0958636	0958636	Granted
European Patent Convention			30-Jan-1998	06-Aug-1998	05-Apr-2006	30-Jan-2018
	Title:	Antenna operating with two isolated channels

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1152/ORD		EPP	98903324.6	EP0958636	0958636	Granted
France			30-Jan-1998	06-Aug-1998	05-Apr-2006	30-Jan-2018
	Title:	Antenna operating with two isolated channels
1152/ORD		EPP	98903324.6	EP0958636	69834102.3	Granted
Germany			30-Jan-1998	06-Aug-1998	23-Mar-2006	30-Jan-2018
	Title:	Antenna operating with two isolated channels
1152/ORD		ORD	00104031.3		HK1024787	Granted
Hong Kong			04-Jul-2000		18-Jun-2004	04-Jul-2020
	Title:	Antenna operating with two isolated channels
1152/ORD		ORD	278DEL1998		222831	Granted
India			03-Feb-1998		26-Aug-2008	03-Feb-2018
	Title:	Antenna operating with two isolated channels
1152/ORD		EPP	98903324.6	EP0958636	0958636	Granted
Italy			30-Jan-1998	06-Aug-1998	05-Apr-2006	30-Jan-2018
	Title:	Antenna operating with two isolated channels
1152/ORD		ORD	9802530-7	SE9802530	512320	Granted
Sweden			30-Jan-1998	13-Jul-1998	28-Feb-2000	30-Jan-2018
	Title:	Antenna operating with two isolated channels
1152/ORD		EPP	98903324.6	EP0958636	0958636	Granted
United Kingdom			30-Jan-1998	06-Aug-1998	05-Apr-2006	30-Jan-2018
	Title:	Antenna operating with two isolated channels

1153/		PCT	99903156.0	EP1051808	EP1051808	Granted
European Patent Convention			19-Jan-1999	15-Nov-2000	17-Jul-2002	19-Jan-2019
	Title:	Circuit arrangement for reducing intermodulation in a bandpass filter system
1153/		ORD	99802359.0		1032691	Granted
Hong Kong			19-Jan-1999		29-Oct-2003	19-Jan-2019
	Title:	Circuit arrangement for reducing intermodulation in a bandpass filter system

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1156/ORD		ORD	98801045.3	1234915	ZL98801045.3	Granted
China (Peoples Republic)			08-Jul-1998	10-Nov-1999	05-Nov-2003	08-Jul-2018
	Title:	Antenna device with improved channel isolation
1156/ORD		PCT	98934067.4	WO9905754	0927439	Granted
European Patent Convention			08-Jul-1998	04-Feb-1999	16-Feb-2005	08-Jul-2018
	Title:	Antenna device with improved channel isolation
1156/ORD		EPP	98934067.4	WO9905754	0927439	Granted
France			08-Jul-1998	04-Feb-1999	16-Feb-2005	08-Jul-2018
	Title:	Antenna device with improved channel isolation
1156/ORD		EPP	98934067.4	WO9905754	69829037.2	Granted
Germany			08-Jul-1998	04-Feb-1999	16-Feb-2005	08-Jul-2018
	Title:	Antenna device with improved channel isolation
1156/ORD		ORD	00102021.9		HK1022994	Granted
Hong Kong			05-Apr-2000		27-Feb-2004	05-Apr-2020
	Title:	Antenna device with improved channel isolation
1156/ORD		ORD	11-509724	2001-502877	JP-3958375	Granted
Japan			23-Mar-1999	27-Feb-2001	18-May-2007	23-Mar-2019
	Title:	Antenna device with improved channel isolation
1156/ORD		PRI	9702786-6	SE9702786	519118	Granted
Sweden			23-Jul-1997	24-Jan-1999	14-Jan-2003	23-Jul-2017
	Title:	Antenna device with improved channel isolation

1156/ORD		EPP	98934067.4	WO9905754	0927439	Granted
United Kingdom			08-Jul-1998	04-Feb-1999	16-Feb-2005	08-Jul-2018
	Title:	Antenna device with improved channel isolation
1158/ORD		PRI	9703586-9	SE9703586	512413	Granted
Sweden			01-Oct-1997	02-Apr-1999	13-Mar-2000	01-Oct-2017
	Title:	Method of producing an antenna element assembly

Thursday, March 26, 2009 Patent List Page: 27

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1160/ORD		PCT	00805060.0	1343382	ZL00805060.0	Granted
China (Peoples Republic)			10-Mar-2000	03-Apr-2002	27-Oct-2004	10-Mar-2020
	Title:	Dual band antenna arrangement
1160/EP		ORD	00917561.3	EP1161777	1161777	Granted
European Patent Convention			10-Mar-2000	12-Dec-2001	11-Jun-2008	10-Mar-2020
	Title:	Dual band antenna arrangement
1160/EP		EPC	00917561.3	EP1161777	1161777	Granted
France			10-Mar-2000	12-Dec-2001	11-Jun-2007	10-Mar-2020
	Title:	Dual band antenna arrangement
1160/EP		EPC	00917561.3	EP1161777	60039158.2	Granted
Germany			10-Mar-2000	12-Dec-2001	25-Mar-2008	10-Mar-2020
	Title:	Dual band antenna arrangement
1160/EP		EPC	00917561.3	EP1161777	1161777	Granted
Italy			10-Mar-2000	12-Dec-2001	11-Jun-2008	10-Mar-2020
	Title:	Dual band antenna arrangement
1160/EP		EPC	00917561.3	EP1161777	2308973	Granted
Spain			10-Mar-2000	12-Dec-2001	10-Sep-2008	10-Mar-2020
	Title:	Dual band antenna arrangement
1160/		PRI	9900914-4	SE515092	515092	Granted
Sweden			15-Mar-1999	11-Jun-2001	11-Jun-2001	15-Mar-2019
	Title:	Dual band antenna arrangement

1160/EP		EPC	00917561.3	EP1161777	1161777	Granted
United Kingdom			10-Mar-2000	12-Dec-2001	02-Dec-2008	10-Mar-2020
	Title:	Dual band antenna arrangement
1161/ORD		ORD	00118373.7	1277469	ZL00118373.7	Granted
China (Peoples Republic)			15-Jun-2000	20-Dec-2000	22-Mar-2006	15-Jun-2020
	Title:	Tuning assembly for a dielectrical resonator in a cavity

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1161/ORD		ORD	00850087.8	EP1061602	1061602	Granted
European Patent Convention			17-May-2000	20-Dec-2000	26-Dec-2007	17-May-2020
	Title:	Tuning assembly for a dielectrical resonator in a cavity
1161/ORD		EPC	00850087.8	EP1061602	1061602	Granted
Finland			17-May-2000	20-Dec-2000	26-Dec-2007	17-May-2020
	Title:	Tuning assembly for a dielectrical resonator in a cavity
1161/ORD		EPC	00850087.8	EP1061602	1061602	Granted
France			17-May-2000	20-Dec-2000	26-Dec-2007	17-May-2020
	Title:	Tuning assembly for a dielectrical resonator in a cavity
1161/ORD		EPC	00850087.8	EP1061602	60037555.2	Granted
Germany			17-May-2000	20-Dec-2000	08-Jan-2009	17-May-2020
	Title:	Tuning assembly for a dielectrical resonator in a cavity
1161/ORD		ORD	0104182-1	SE0104182	520207	Granted
Sweden			28-Apr-2000	12-Dec-2001	10-Jun-2003	28-Apr-2020
	Title:	Tuning assembly for a dielectrical resonator in a cavity
1161/ORD		EPC	00850087.8	EP1061602	1061602	Granted
United Kingdom			17-May-2000	20-Dec-2000	26-Dec-2007	17-May-2020
	Title:	Tuning assembly for a dielectrical resonator in a cavity
1165/ORD		ORD	80433/98	AU742330B	742330	Granted
Australia			02-Dec-1999	20-Dec-2001	04-Apr-2002	02-Dec-2019
	Title:	Microwave resonator with dielectric tuning body resiliently secured to a movable rod by spring means

1165/ORD		ORD	98805852.9	1259231	CN1133231C	Granted
China (Peoples Republic)			18-May-1998	05-Jul-2000	31-Dec-2003	18-May-2018
	Title:	Microwave resonator with dielectric tuning body resiliently secured to a movable rod by spring means
1165/ORD		EPP	98928695.0	EP0986833	0986833	Granted
Finland			18-May-1998	12-Oct-1998	29-Dec-2004	18-May-2018
	Title:	Microwave resonator with dielectric tuning body resiliently secured to a movable rod by spring means

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1165/ORD		ORD	98928695.0	EP0986833	69828395	Granted
Germany			18-May-1998	12-Oct-1998	08-Dec-2005	18-May-2018
	Title:	Microwave resonator with dielectric tuning body resiliently secured to a movable rod by spring means
1165/ORD		ORD	9702178-6	EP0986833	0986833	Granted
Sweden			06-Jun-1997	22-Mar-2000	29-Dec-2004	06-Jun-2017
	Title:	Microwave resonator with dielectric tuning body resiliently secured to a movable rod by spring means
1165/ORD		EPP	98928695.0	EP0986833	0986833	Granted
United Kingdom			18-May-1998	12-Oct-1998	29-Dec-2004	18-May-2018
	Title:	Microwave resonator with dielectric tuning body resiliently secured to a movable rod by spring means
1167/ORD		ORD	99813985.8	1329763	CN1196220C	Granted
China (Peoples Republic)			24-Nov-1999	02-Jan-2002	06-Apr-2005	24-Nov-2019
	Title:	Microstrip filter device
1167/ORD		ORD	99963753.1	EP1135826	1135826	Granted
European Patent Convention			24-Nov-1999	26-Sep-2001	12-Mar-2008	24-Nov-2019
	Title:	Microstrip filter device
1167/ORD		EPP	19992509	FI992509	118934	Granted
Finland			24-Nov-1999	01-Jun-2000	15-May-2008	24-Nov-2019
	Title:	Microstrip filter device
1167/ORD		EPP	99963753.1	EP1135826	1135826	Granted
France			24-Nov-1999	26-Sep-2001	12-Mar-2008	24-Nov-2019
	Title:	Microstrip filter device

1167/ORD		EPP	99963753.1	EP1135826	69938361.7	Granted
Germany			24-Nov-1999	26-Sep-2001	26-Feb-2008	24-Nov-2019
	Title:	Microstrip filter device
1167/ORD		ORD	10-2001-7006851	10-2001-0089532	10-0611351	Granted
Korea, Republic of			24-Nov-1999	06-Oct-2001	03-Aug-2006	24-Nov-2019
	Title:	Microstrip filter device

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1167/ORD		ORD	9804153-6	SE9804153	513359	Granted
Sweden			01-Dec-1998	02-Jun-2000	04-Sep-2000	01-Dec-2018
	Title:	Microstrip filter device
1167/ORD		EPP	99963753.1	EP1135826	1135826	Granted
United Kingdom			24-Nov-1999	26-Sep-2001	12-Mar-2008	24-Nov-2019
	Title:	Microstrip filter device
1168/ORD		PRI	9800663-8	SE9800663	513164	Granted
Sweden			03-Mar-1998	04-Sep-1999	17-Jul-2000	03-Mar-2018
	Title:	Mounting bracket
1169/ORD		PCT	99801502.4	1286816	CN1214488C	Granted
China (Peoples Republic)			09-Jun-1999	07-Mar-2001	10-Aug-2005	09-Jun-2019
	Title:	Dual band antenna
1169/ORD		PCT	99935211.5	EP1072065	1072065	Granted
European Patent Convention			09-Jun-1999	31-Jan-2001	13-Mar-2002	09-Jun-2019
	Title:	Dual band antenna
1169/ORD		EPC	99935211.5	EP1072065	1072065	Granted
France			09-Jun-1999	31-Jan-2001	13-Mar-2002	09-Jun-2019
	Title:	Dual band antenna
1169/ORD		EPC	99935211.5	DE69901026D	69901026.8	Granted
Germany			09-Jun-1999	18-Apr-2002	22-Aug-2002	09-Jun-2019
	Title:	Dual band antenna

1169/ORD		EPP	99935211.5	EP1072065	1072065	Granted
Greece			09-Jun-1999	31-Jan-2001	13-Mar-2002	09-Jun-2019
	Title:	Dual band antenna
1169/ORD		EPC	99935211.5	ES1072065	2153342	Granted
Spain			09-Jun-1999	31-Jan-2001	13-Mar-2002	09-Jun-2019
	Title:	Dual band antenna

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1169/ORD		PRI	9802301-3	SE9802301	512439	Granted
Sweden			26-Jun-1998	27-Dec-1999	20-Mar-2000	26-Jun-2018
	Title:	Dual band antenna
1169/ORD		EPP	99935211.5	EP1072065	1072065	Granted
United Kingdom			09-Jun-1999	31-Jan-2001	13-Mar-2002	09-Jun-2019
	Title:	Dual band antenna
1170/ORD		ORD	98809706.0	1272967	CN1135649C	Granted
China (Peoples Republic)			26-Aug-1998	08-Nov-2000	21-Jan-2004	26-Aug-2018
	Title:	Multi surface coupled coaxial resonator
1170/ORD		ORD	98949970.2	EP1034576	1034576	Granted
European Patent Convention			26-Aug-1998	04-Aug-1999	24-Apr-2002	26-Aug-2018
	Title:	Multi surface coupled coaxial resonator
1170/ORD		PRI	9970003842	FI973842	1034576	Granted
Finland			30-Sep-1997	31-Mar-1999	31-Mar-1999	30-Sep-2017
	Title:	Multi surface coupled coaxial resonator
1170/ORD		EPP	98949970.2	EP1034576	69805095	Granted
Germany			26-Aug-1998	04-Aug-1999	24-Apr-2002	26-Aug-2018
	Title:	Multi surface coupled coaxial resonator
1170/ORD		EPP	98949970.2	EP1034576	1034576	Granted
Sweden			26-Aug-1998	08-Apr-1999	24-Apr-2002	26-Aug-2018
	Title:	Multi surface coupled coaxial resonator

1170/ORD		EPP	98949970.2	EP1034576	1034576	Granted
United Kingdom			26-Aug-1998	08-Apr-1999	24-Apr-2002	26-Aug-2018
	Title:	Multi surface coupled coaxial resonator
1173/EP		EPC	99943573.8	EP1118134	1118134	Granted
Belgium			12-Aug-1999	25-Jul-2001	30-Apr-2008	12-Aug-2019
	Title:	Coaxial cavity resonator

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1173/ORD		ORD	99809270.3	1311906	ZL99809270.3	Granted
China (Peoples Republic)			12-Aug-1999	05-Sep-2001	07-Apr-2004	12-Aug-2019
	Title:	Coaxial cavity resonator
1173/EP		EPC	99943573.8	EP1118134	1118134	Granted
Cyprus, Republic of			12-Aug-1999	25-Jul-2001	02-Feb-2009	12-Aug-2019
	Title:	Coaxial cavity resonator
1173/EP		ORD	99943573.8	EP1118134	1118134	Granted
European Patent Convention			12-Aug-1999	25-Jul-2001	02-Feb-2009	12-Aug-2019
	Title:	Coaxial cavity resonator
1173/EP		EPC	99943573.8	EP1118134	69938626.8	Granted
Germany			12-Aug-1999	25-Jul-2001
	Title:	Coaxial cavity resonator
1173/EP		EPC	99943573.8	EP1118134	1118134	Granted
Ireland			12-Aug-1999	25-Jul-2001	02-Feb-2009	12-Aug-2019
	Title:	Coaxial cavity resonator
1173/EP		EPC	99943573.8	EP1118134	1118134	Granted
Italy			12-Aug-1999	25-Jul-2001	30-Apr-2008	12-Aug-2019
	Title:	Coaxial cavity resonator
1173/EP		EPC	99943573.8	EP1118134	ES2302387	Granted
Spain			12-Aug-1999	25-Jul-2001	01-Jul-2008	12-Aug-2019
	Title:	Coaxial cavity resonator

1173/ORd		ORD	9802714-7	SE9802714	513349	Granted
Sweden			12-Aug-1998	13-Feb-2000	28-Aug-2000	12-Aug-2018
	Title:	Coaxial cavity resonator
1177/ORD		PCT	99807397.0	1305650	CN1152451C	Granted
China (Peoples Republic)			18-Jun-1999	25-Jul-2001	02-Jun-2004	18-Jun-2019
	Title:	Device for tuning of a dielectric resonator

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1177/PCT		EPC	99931732.4	EP1088362	1088362	Granted
Denmark			18-Jun-1999	04-Apr-2001	15-Nov-2006	18-Jun-2019
	Title:	Device for tuning of a dielectric resonator
1177/ORD		EPC	99931732.4	EP1088362	69934005.5	Granted
Germany			18-Jun-1999	04-Apr-2001	15-Nov-2006	18-Jun-2019
	Title:	Device for tuning of a dielectric resonator
1177/ORD		PCT	10-2000-7014245	10-2001-0052897	10-0631084	Granted
Korea, Republic of			18-Jun-1999	25-Jun-2001	26-Sep-2006	18-Jun-2019
	Title:	Device for tuning of a dielectric resonator
1177/ORD		PRI	9802191-8	SE9802191	512513	Granted
Sweden			18-Jun-1998	19-Dec-1999	27-Mar-2000	18-Jun-2018
	Title:	Device for tuning of a dielectric resonator
1183/ORD		ORD	01807189.9	1419719	ZL01807189.9	Granted
China (Peoples Republic)			20-Mar-2001	21-May-2003	12-Oct-2005	20-Mar-2021
	Title:	Coaxial cavity resonator, filter and use of resonator component in a filter
1183/ORD		ORD	0001143-7	SE0001143	520203	Granted
Sweden			30-Mar-2000	01-Oct-2001	10-Jun-2003	30-Mar-2020
	Title:	Coaxial cavity resonator, filter and use of resonator component in a filter
1183/ORD		EPC	01916015.9	EP1269563	1269563	Granted
United Kingdom			20-Mar-2001	02-Jan-2003	25-Mar-2009	20-Mar-2021
	Title:	Coaxial cavity resonator, filter and use of resonator component in a filter

1184/ORD		ORD	00808413.0	1353875	CN1193458C	Granted
China (Peoples Republic)			26-Apr-2000	12-Jun-2002	16-Mar-2005	26-Apr-2020
	Title:	Temperature-compensated rod resonator
1184/ORD		ORD	00928066.0	EP1181738	1181738	Granted
European Patent Convention			26-Apr-2000	14-Dec-2000	10-Oct-2007	26-Apr-2020
	Title:	Temperature-compensated rod resonator

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1184/ORD		EPC	00928066.0	EP1181738	60036701	Granted
Germany			26-Apr-2000	14-Dec-2000	10-Oct-2007	26-Apr-2020
	Title:	Temperature-compensated rod resonator
1184/ORD		ORD	9902094-3	SE9902094	514247	Granted
Sweden			04-Jun-1999	05-Dec-2000	29-Jan-2001	04-Jun-2019
	Title:	Temperature-compensated rod resonator
1188/		PCT	00812081.1	1371535	CN1179445C	Granted
China (Peoples Republic)			23-Aug-2000	25-Sep-2002	08-Dec-2004	23-Aug-2020
	Title:	Four port hybrid
1188/		ORD	00957206.6	EP1208615	1208615	Granted
European Patent Convention			23-Aug-2000	29-May-2002	05-Nov-2008	23-Aug-2020
	Title:	Four port hybrid
1188/		EPP	00957206.6	EP1208615	1208615	Granted
Germany			23-Aug-2000	29-May-2002	05-Nov-2008	23-Aug-2020
	Title:	Four port hybrid
1188/		PRI	9903042-1	SE9903042	514767	Granted
Sweden			27-Aug-1999	28-Feb-2001	23-Apr-2001	27-Aug-2019
	Title:	Four port hybrid
1189/		ORD	2002315007	2002315007	2002315007	Granted
Australia			06-Jun-2002	02-Jan-2003	20-Dec-2007	06-Jun-2022
	Title:	Dual-mode resonator

1189/GB		PCT	GB20040000190	WO03001683	GB2394366	Granted
United Kingdom			06-Jun-2002	03-Jan-2003	02-Mar-2005	06-Jun-2022
	Title:	Dual-mode resonator
1193/PCT		PCT	00808556.0		ZL00808556.0	Granted
China (Peoples Republic)			18-May-2000		09-Feb-2005	18-May-2020
	Title:	Method and apparatus for stability margin determination in a repeater

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1193/		PRI	9902212-1	SE9902212	516753	Granted
Sweden			11-Jun-1999	12-Dec-2000	26-Feb-2002	11-Jun-2019
	Title:	Method and apparatus for stability margin determination in a repeater
1193/PCT		EPP	00944474.6	EP1186112	1186112	Granted
United Kingdom			18-May-2000	13-Mar-2002	25-Mar-2009	18-May-2020
	Title:	Method and apparatus for stability margin determination in a repeater
1194/ORD		ORD	01817989.4		ZL01817989.4	Granted
China (Peoples Republic)			25-Apr-2003		23-Nov-2005	25-Apr-2023
	Title:	Shielded housing
1194/ORD		EPC	01965808.7	EP1334649	60137072.4	Granted
Germany			12-Sep-2001	13-Aug-2003	09-Dec-2008	12-Sep-2021
	Title:	Shielded housing
1194/ORD		ORD	04103395.1		HK1060472	Granted
Hong Kong			14-May-2004	08-Jun-2004	17-Mar-2006	14-May-2024
	Title:	Shielded housing
1194/		PRI	0003930-5	WO0235902	1334649	Granted
Sweden			27-Oct-2000	02-May-2002	13-Aug-2003	27-Oct-2020
	Title:	Shielded housing
1194/ORD		EPC	01965808.7	EP1334649	1334649	Granted
United Kingdom			12-Sep-2001	13-Aug-2003	25-Mar-2009	12-Sep-2021
	Title:	Shielded housing

1196/ORD		ORD	01270919.2	EP1342285	1342285	Granted
European Patent Convention			10-Dec-2001	10-Sep-2003	16-Jul-2008	10-Dec-2021
	Title:	Wave-guide and a connector therefor
1196/ORD		EPC	01270919.2	EP1342285	1342285	Granted
France			10-Dec-2001	10-Sep-2003	16-Jul-2008	10-Dec-2021
	Title:	Wave-guide and a connector therefor

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1196/ORD		EPC	01270919.2	EP1342285	60134890	Granted
Germany			10-Dec-2001	10-Sep-2003	16-Jul-2008	10-Dec-2021
	Title:	Wave-guide and a connector therefor
1196/ORD		ORD	0004569-0	WO0249140	518507	Granted
Sweden			11-Dec-2000	20-Jun-2002	15-Oct-2002	11-Dec-2020
	Title:	Wave-guide and a connector therefor
1196/ORD		EPC	01270919.2	EP1342285	1342285	Granted
United Kingdom			10-Dec-2001	10-Sep-2003	16-Jul-2008	10-Dec-2021
	Title:	Wave-guide and a connector therefor
1197/ORD		ORD	01819589.X	1478314	CN1242512C	Granted
China (Peoples Republic)			26-Oct-2001	25-Feb-2004	15-Feb-2006	26-Oct-2021
	Title:	Microwave antenna with patch mounting device
1197/ORD		PCT	01979182.1	EP1340287	1340287	Granted
European Patent Convention			26-Oct-2001	03-Sep-2003	12-Dec-2007	26-Oct-2021
	Title:	Microwave antenna with patch mounting device
1197/ORD		EPP	01979182.1	EP1340287	1340287	Granted
France			26-Oct-2001	03-Sep-2003	12-Dec-2007	26-Oct-2021
	Title:	Microwave antenna with patch mounting device
1197/ORD		EPP	01979182.1	EP1340287	60131887	Granted
Germany			26-Oct-2001	03-Sep-2003	12-Dec-2007	26-Oct-2021
	Title:	Microwave antenna with patch mounting device

1197/ORD		ORD	0004354-7	SE0004354	518237	Granted
Sweden			27-Nov-2000	28-May-2002	10-Sep-2002	27-Nov-2020
	Title:	Microwave antenna with patch mounting device
1197/ORD		EPP	01979182.1	EP1340287	1340287	Granted
United Kingdom			26-Oct-2001	03-Sep-2003	12-Dec-2007	26-Oct-2021
	Title:	Microwave antenna with patch mounting device

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1198/ORD		ORD	01821053.8	1484874	CN1248357C	Granted
China (Peoples Republic)			09-Nov-2001	24-Mar-2004	29-Mar-2006	09-Nov-2021
	Title:	Four port hybrid microstrip circuit of Lange type
1198/ORD		ORD	0004835-5	SE0004835	520792	Granted
Sweden			22-Dec-2000	23-Jun-2002	26-Aug-2003	22-Dec-2020
	Title:	Four port hybrid microstrip circuit of Lange type
1199/ORD		PCT	01821153.4	1483240	ZL01821153.4	Granted
China (Peoples Republic)			09-Nov-2001	17-Mar-2004	24-May-2006	09-Nov-2021
	Title:	Microwave amplifier with bypass segment
1199/ORD		ORD	01983026.4	EP1344313	1344313	Granted
European Patent Convention			15-May-2003	17-Sep-2003	02-Jan-2008	15-May-2023
	Title:	Microwave amplifier with bypass segment
1199/ORD		EPC	01983026.4	EP1344313	1344313	Granted
France			15-May-2003	17-Sep-2003	02-Jan-2008	15-May-2023
	Title:	Microwave amplifier with bypass segment
1199/ORD		EPC	01983026.4	EP1344313	60132244.4	Granted
Germany			15-May-2003	17-Sep-2003	28-Dec-2007	15-May-2023
	Title:	Microwave amplifier with bypass segment
1199/ORD		ORD	04101972.6		HK1061471	Granted
Hong Kong			22-Dec-2000		01-Aug-2008	22-Dec-2020
	Title:	Microwave amplifier with bypass segment

1199/ORD		PRI	0004834-8	SE0004834	519752	Granted
Sweden			22-Dec-2000	23-Jun-2002	08-Apr-2003	22-Dec-2020
	Title:	Microwave amplifier with bypass segment
1199/ORD		EPC	01983026.4	EP1344313	1344313	Granted
United Kingdom			15-May-2003	17-Sep-2003	02-Jan-2008	15-May-2023
	Title:	Microwave amplifier with bypass segment

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1200/ORD		PCT	01818180.5	1471748	ZL01818180.5	Granted
China (Peoples Republic)			12-Sep-2001	28-Jan-2004	28-Jun-2006	12-Sep-2021
	Title:	Beam adjusting device
1200/ORD		ORD	01967873.9	EP1348244	1348244	Granted
European Patent Convention			12-Sep-2001	01-Oct-2003	21-Nov-2007	12-Sep-2021
	Title:	Beam adjusting device
1200/ORD		EPC	01967873.9	EP1348244	1348244	Granted
France			12-Sep-2001	01-Oct-2003	21-Nov-2007	12-Sep-2021
	Title:	Beam adjusting device
1200/ORD		EPC	01967873.9	EP1348244	60131566.9	Granted
Germany			12-Sep-2001	01-Oct-2003	21-Nov-2007	12-Sep-2021
	Title:	Beam adjusting device
1200/ORD		ORD	04104336.1	HK1061309	1061309	Granted
Hong Kong			12-Sep-2001	10-Sep-2004	13-Oct-2006	12-Sep-2021
	Title:	Beam adjusting device
1200/ORD		PRI	0003929-7	SE0003929	519751	Granted
Sweden			27-Oct-2000	28-Apr-2002	08-Apr-2003	27-Oct-2020
	Title:	Beam adjusting device
1200/ORD		EPC	01967873.9	EP1348244	1348244	Granted
United Kingdom			12-Sep-2001	01-Oct-2003	21-Nov-2007	12-Sep-2021
	Title:	Beam adjusting device

1204/ORD		ORD	01811910.7	1441879	ZL01811910.7	Granted
China (Peoples Republic)			09-Jul-2001	10-Sep-2003	09-Jul-2008	09-Jul-2021
	Title:	TUNING SCREW ASSEMBLY
1204/ORD		ORD	0002665-8	SE0002665	516862	Granted
Sweden			14-Jul-2000	15-Jan-2002	12-Mar-2002	14-Jul-2020
	Title:	TUNING SCREW ASSEMBLY

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1205/ORD		ORD	01820539.9	1481614	CN1244199C	Granted
China (Peoples Republic)			12-Dec-2001	10-Mar-2004	01-Mar-2006	12-Dec-2021
	Title:	Method for tuning a radio filter and a system for tuning a radio filter
1205/ORD		ORD	01270954.9	EP1352470	1352470	Granted
European Patent Convention			12-Dec-2001	15-Oct-2003	11-Feb-2009	12-Dec-2021
	Title:	Method for tuning a radio filter and a system for tuning a radio filter
1205/ORD		ORD	0004658-1	SE0004658	519892	Granted
Sweden			15-Dec-2000	16-Jun-2002	22-Apr-2003	15-Dec-2020
	Title:	Method for tuning a radio filter and a system for tuning a radio filter
1205/ORD		EPC	01270954.9	EP1352470	1352470	Granted
United Kingdom			12-Dec-2001	15-Oct-2003	25-Mar-2009	12-Dec-2021
	Title:	Method for tuning a radio filter and a system for tuning a radio filter
1206/ORD		ORD	02808097.1	1502148	ZL02808097.1	Granted
China (Peoples Republic)			13-Feb-2002	02-Jun-2004	15-Nov-2006	13-Feb-2022
	Title:	CIRCUIT BOARD CONNECTOR
1206/ORD		ORD	04108875.9	1066103A	HK1066103	Granted
Hong Kong			13-Feb-2002	11-Mar-2005	13-Apr-2007	13-Feb-2022
	Title:	CIRCUIT BOARD CONNECTOR
1206/ORD		ORD	0101303-6	SE0101303	520321	Granted
Sweden			11-Apr-2001	12-Oct-2002	24-Jun-2003	11-Apr-2021
	Title:	CIRCUIT BOARD CONNECTOR

1207/ORD		ORD	0501235-6	SE0501235-6	528903	Granted
Sweden			31-May-2005	30-Nov-2006	13-Mar-2007	31-May-2025
	Title:	Improved AEDT
1208/ORD		PRI	0402523-5	SE0402523	527798	Granted
Sweden			19-Oct-2004	20-Apr-2006	07-Jun-2006	19-Oct-2024
	Title:	A DC-extracting arrangement

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1209/ORD		ORD	200300665	DK176005	176005	Granted
Denmark			02-May-2003	03-Nov-2004	21-Nov-2005	02-May-2023
	Title:	Microwave transmission unit including lightning protection
1209/EP		PRI	04730486.0	EP1620918	1620918	Granted
European Patent Convention			30-Apr-2004	11-Nov-2004	13-Aug-2008	30-Apr-2024
	Title:	Microwave transmission unit including lightning protection
1209/EP		EPC	04730486.0	EP1620918	1620918	Granted
Finland			30-Apr-2004	11-Nov-2004	14-Nov-2008	30-Apr-2024
	Title:	Microwave transmission unit including lightning protection
1209/EP		EPC	04730486.0	EP1620918	1620918	Granted
France			30-Apr-2004	11-Nov-2004	13-Aug-2008	30-Apr-2024
	Title:	Microwave transmission unit including lightning protection
1209/EP		EPC	04730486.0	EP1620918	602004015767.8	Granted
Germany			30-Apr-2004	11-Nov-2004	08-Aug-2008	30-Apr-2024
	Title:	Microwave transmission unit including lightning protection
1209/PCT		PCT	04730486.0	EP1620918	1620918	Granted
Sweden			30-Apr-2004		13-Aug-2008	30-Apr-2024
	Title:	Microwave transmission unit including lightning protection
1209/EP		EPC	04730486.0	EP1620918	1620918	Granted
United Kingdom			30-Apr-2004	11-Nov-2004	02-Dec-2008	30-Apr-2024
	Title:	Microwave transmission unit including lightning protection

1210/ORD		ORD	9600604-4	SE9600604	506106	Granted
Sweden			19-Feb-1996	20-Aug-1997	10-Nov-1997	19-Feb-2016
	Title:	Amplifier for antenna and using integrated dual duplex filters
1211/ORD		PRI	0402915-3	SE0402915	528084	Granted
Sweden			30-Nov-2004	27-Jun-2006	29-Aug-2006	30-Nov-2024
	Title:	DUAL BAND ANTENNA

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1212/PCT		EPC	97922263.5	EP0894372	0894372	Granted
Denmark			02-May-1997	13-Nov-1997	17-Mar-2003	02-May-2017
	Title:	Channel selective repeater
1212/PCT		PRI	97922263.5	EP0894372	0894372	Granted
European Patent Convention			02-May-1997	13-Nov-1997	27-Nov-2002	02-May-2017
	Title:	Channel selective repeater
1212/PCT		EPC	97922263.5	EP0894372	0894372	Granted
Finland			02-May-1997	13-Nov-1997	27-Nov-2002	02-May-2017
	Title:	Channel selective repeater
1212/PCT		EPC	97922263.5	EP0894372	69717430	Granted
Germany			02-May-1997	13-Nov-1997	15-Apr-2004	02-May-2017
	Title:	Channel selective repeater
1212/PCT		EPC	97922263.5	EP0894372	0894372	Granted
Italy			02-May-1997	13-Nov-1997	27-Nov-2002	02-May-2017
	Title:	Channel selective repeater
1212/PCT		EPC	97922263.5	EP0894372	0894372	Granted
Spain			02-May-1997	13-Nov-1997	27-Nov-2002	02-May-2017
	Title:	Channel selective repeater
1212/ORD		PRI	9601774-4	SE9601774	506571	Granted
Sweden			09-May-1996	10-Nov-1997	12-Jan-1998	09-May-2016
	Title:	Channel selective repeater

1212/PCT		EPC	97922263.5	EP0894372	0894372	Granted
United Kingdom			02-May-1997	13-Nov-1997	27-Nov-2002	02-May-2017
	Title:	Channel selective repeater
1213/ORD		PRI	0500979-0	SE528358	528358	Granted
Sweden			19-Oct-2004	29-Apr-2005	24-Oct-2006	19-Oct-2024
	Title:	DC Extract filter device

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1214/		PRI	0601890-7	SE530361	530361	Granted
Sweden			14-Sep-2006	15-Mar-2008	13-May-2008	14-Sep-2026
	Title:	Filter with external Coupling pin
1216/		PRI	0501235-6	SE0501235	528903	Granted
Sweden			31-May-2005	01-Dec-2006	13-Mar-2007	31-May-2025
	Title:	Phase Shifter
1218/ORD		PRI	0502453-4	SE0502453	529457	Granted
Sweden			04-Nov-2005	05-May-2007	14-Aug-2007	04-Nov-2025
	Title:	General LNA
1219/ORD		ORD	9801727-0	SE9801727	512078	Granted
Sweden			15-May-1998	16-Nov-1999	24-Jan-2000	15-May-2018
	Title:	Angular measurement
1220/ORD		ORD	8903298-1	SE8903298	470325	Granted
Sweden			06-Oct-1989	07-Apr-1991	19-May-1994	06-Oct-2009
	Title:	Method and device for setting the resonance module of a base station to the frequency of the incoming signal in a mobile telephone system
1222/ORD		ORD	9904369-7	SE9904369	516789	Granted
Sweden			01-Dec-1999	02-Jun-2001	05-Mar-2002	01-Dec-2019
	Title:	Mounting of an antenna assembly including a printed circuit board secured to a rigid metal reflector possibly by adhesive tape
1223/ORD		ORD	9904370-5	SE9904370	516788	Granted
Sweden			01-Dec-1999	02-Jun-2001	05-Mar-2002	01-Dec-2019
	Title:	Mounting of an antenna assembly including a printed circuit board secured to a rigid metal reflector possibly by adhesive tape

1224/ORD		PCT	01820757.X	CN1481594	ZL01820757.X	Granted
China (Peoples Republic)			21-Dec-2001	10-Mar-2004	21-Aug-2008	21-Dec-2021
	Title:	Method for tuning a radio filter and a system for tuning a radio filter
1224/ORD		PRI	0004863-7	SE0004863	520112	Granted
Sweden			27-Dec-2000	28-Jun-2002	27-May-2003	27-Dec-2020
	Title:	Method for tuning a radio filter and a system for tuning a radio filter

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1225/ORD		ORD	0100675-8	SE0100675-8	519389	Granted
Sweden			28-Feb-2001	29-Aug-2002	25-Feb-2003	28-Feb-2021
	Title:	Repeater
1226/		PRI	0402879-1	SE0402879	528015	Granted
Sweden			26-Nov-2004	27-Jun-2006	08-Aug-2006	26-Nov-2024
	Title:	Antenna control system
1227/		PRI	0402880-9	SE0402880	528018	Granted
Sweden			26-Nov-2004	27-Jun-2006	08-Aug-2006	26-Nov-2024
	Title:	Antenna control system
1228/ORD		ORD	0401144-1	SE0401144	526492	Granted
Sweden			03-May-2004	27-Sep-2005	27-Sep-2005	03-May-2024
	Title:	Aperture antenna element
1230/ORD		PRI	0401941-0	SE0401941	527757	Granted
Sweden			28-Jul-2004	29-Jan-2006	30-May-2006	28-Jul-2024
	Title:	Reflector assembly
1231/		PRI	0601201-7	SE529953	529953	Granted
Sweden			31-May-2006	01-Dec-2007	15-Jan-2008	31-May-2026
	Title:	A control system for controlling the electrical tilt of an antenna
1232/		PRI	0601889-9		530302	Granted
Sweden			14-Sep-2006	15-Mar-2008	22-Apr-2008	14-Sep-2026
	Title:	Antenna Filter Combination

1243/		PRI	0601136-5	SE529885	529885	Granted
Sweden			22-May-2006	23-Nov-2007	18-Dec-2007	22-May-2026
	Title:	Dual band antenna arrangement
1247/		PCT	527768/97		3343260	Granted
Japan			30-Jan-1997		23-Aug-2002
	Title:	Polar envelope correction mechanism for enhancing linearity of RF/Microwave power amplifier

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1247/		PCT	98-705845		351930	Granted
Korea, Republic of			29-Jan-1998		26-Aug-2002
	Title:	Polar envelope correction mechanism for enhancing linearity of RF/Microwave power amplifier
1249/		PCT	506953/98		3342018	Granted
Japan			10-Jul-1997		23-Aug-2002	10-Jul-2017
	Title:	RF amplifier having adaptive predistortion circuit
1249/		PCT	99-7000442		309808	Granted
Korea, Republic of			10-Jul-1997		11-Sep-2001	10-Jul-2017
	Title:	RF amplifier having adaptive predistortion circuit
1251/		PRI	0601738-8	SE530248	530248	Granted
Sweden			25-Aug-2006		08-Apr-2008	25-Aug-2026
	Title:	Active Lighting Protection
1256/		PRI	0601909-5	SE530306	530306	Granted
Sweden			15-Sep-2006	16-Mar-2008	29-Apr-2008	15-Sep-2026
	Title:	Communication solution for antennas
1258/		ORD	20010132096	TW525344B	TW174832	Granted
Taiwan			21-Dec-2001	21-Mar-2003
	Title:	Feed forward amplifier loop control utilizing IF signal processing
1261/ORD		ORD	0601381.7	GB2429011	GB2429011	Granted
United Kingdom			24-Jan-2006	14-Feb-2007	30-May-2007	24-Jan-2026
	Title:	Microwave dielectric ceramic

1266/		ORD	0501259.6	GB2413127	GB2413127	Granted
United Kingdom			13-Apr-2005	19-Oct-2005	03-Jan-2007	13-Apr-2025
	Title:	Microwave Dielectric Ceramic
1266/DIV1		DIV	0713583.3	GB24400048	2440048	Granted
United Kingdom			12-Jul-2007	16-Jan-2008	26-Mar-2008	18-May-2025
	Title:	Microwave Dielectric Ceramic

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1266/DIV2		DIV	0713582.5	GB24400047	2440047	Granted
United Kingdom			12-Jul-2007	16-Jan-2008	26-Mar-2008	18-May-2025
	Title:	Microwave Dielectric Ceramic
1266/PR3		PRI	0507459.6	GB2413127	2413127	Granted
United Kingdom			18-May-2005	19-Oct-2005	02-Apr-2008	18-May-2025
	Title:	‘Microwave Dielectric Ceramic
1307/LKP		PRI	870005142		78198	Granted
Finland			20-Nov-1987		28-Feb-1989	20-Nov-2007
	Title:	A TRANSMISSION LINE RESONATOR
1308/		PRI	910005156		915156	Granted
Finland			31-Oct-1991		01-May-1993	31-Oct-2011
	Title:	Temperature Compensated Resonato
1309/		ORD	98300900.2	EP0859422	0859422	Granted
European Patent Convention			06-Feb-1998	19-Aug-1998	19-May-2004	06-Feb-2018
	Title:	High-frequency filter
1309/		PRI	970000525	FI970525	106584	Granted
Finland			07-Feb-1997	08-Aug-1998	28-Feb-2001	07-Feb-2017
	Title:	High-frequency filter
1311/		PRI	980001362	FI981362	113575	Granted
Finland			12-Jun-1998	13-Dec-1999	14-May-2004	12-Jun-2018
	Title:	COUPLING ELEMENT AND HIGH-FREQUENCY FILTER

1312/		PRI	990000462	FI990462	113578	Granted
Finland			03-Mar-1999	04-Sep-2000	14-May-2004	03-Mar-2019
	Title:	Coupling element and manufacturing method for it and high-frequency filter
1313/		PRI	990001476	FI991476	113577	Granted
Finland			29-Jun-1999	30-Dec-2000	14-May-2004	29-Jun-2019
	Title:	Low-pass filter

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1314/		ORD	01660172.6	EP1191626	1191626	Granted
European Patent Convention			22-Sep-2000	07-Feb-2003	11-May-2008	22-Sep-2020
	Title:	Resonator filter
1314/		PRI	000002091	FI20002091	114251	Granted
Finland			22-Sep-2000	23-Mar-2002	15-Sep-2004	22-Sep-2020
	Title:	Resonator filter
1315/		PRI	000001676	FI20001676	113353	Granted
Finland			17-Jul-2000	18-Jan-2002	15-Apr-2004	17-Jul-2020
	Title:	Method for attaching a resonator part and a resonator
1316/		PRI	20021373	FI115808	115808	Granted
Finland			12-Jul-2002	13-Jan-2004	15-Jul-2005	12-Jul-2022
	Title:	Bypass arrangement for low-noise amplifier
1317/		PRI	20030402	FI20030402	119207	Granted
Finland			18-Mar-2003	19-Sep-2004	29-Aug-2008	18-Mar-2023
	Title:	Resonator filter
1319/		PRI	20040432	FI20040432	119402	Granted
Finland			22-Mar-2004	23-Sep-2005	31-Oct-2008	22-Mar-2024
	Title:	Arrangement for dividing a filter output signal
1323/		PRI	20041560	FI20041560	117684	Granted
Finland			02-Dec-2004	03-Jun-2006	15-Jan-2007	02-Dec-2024
	Title:	Filtering arrangement of antenna end

1324/		UTM	20050000040U		FI6737	Granted
Finland			04-Feb-2005		19-Jul-2005	04-Feb-2015
	Title:	Integrated cross coupling
1326/		PRI	20055292	FI20055292	117777	Granted
Finland			07-Jun-2005	08-Dec-2006	15-Feb-2007	07-Jun-2025
	Title:	By-pass arrangement of a low noise amplifier

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1330/		PRI	20065547	FI118663	118663	Granted
Finland			01-Sep-2006	31-Jan-2008	31-Jan-2008	01-Sep-2026
	Title:	MHA signal arrangement
1337/		PRI	20065493	FI118750	118750	Granted
Finland			12-Jul-2006	29-Feb-2008	29-Feb-2008	12-Jul-2026
	Title:	MHA structure arrangement
1348/		PRI	20065576	FI119208	119208	Granted
Finland			20-Sep-2006	29-Aug-2008	29-Aug-2008	20-Sep-2026
	Title:	Intelligent Resonator and Filter Element

U.S. Patent Applications List

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1023/ORD		ORD	11/063,447	2005-0190857		Published
United States of America			23-Feb-2005	01-Sep-2005
	Title:	Digitial Predistortion System and Method for Linearizing an RF Power Amplifier with Nonlinear Gain Characteristics and Memory
		Effects
1053/ORD		ORD	11/214,191	2006-0098758		Published
United States of America			29-Aug-2005	11-May-2006
	Title:	System and Method for Forward Path Gain Control in a Digital Predistortion Linearized Transmitter
1074/		ORD	11/392,170	2006-0222104		Published
United States of America			29-Mar-2006	05-Oct-2006
	Title:	System and Method for Using the Pilot Frequency from a Positive Feedback Pilot Generation and Detection Circuit to Improve
		Second Loop Convergence for a Feed Forward Amplifier
1080/CIP		CIP	10/442,608	2003-0199257		Published
United States of America			21-May-2003	23-Oct-2003
	Title:	Spurious Energy Correlation for Control of Linear Power Amplifiers
1099/		ORD	11/521,028	2007-0058743		Published
United States of America			14-Sep-2006	15-Mar-2007
	Title:	OFDM Communications Systems Employing Crest Factor Reduction with ISI Control
1100/		ORD	11/520,216	2007-0063772		Published
United States of America			13-Sep-2006	22-Mar-2007
	Title:	Amplifier System Employing Analog Polynomial Predistortion with Sub-Nyquist Digital Predistortion
1105/		ORD	11/518,112	2007-0058742		Published

United States of America			07-Sep-2006	15-Mar-2007
	Title:	Distributed Antenna System Using Signal Precursors
1109/		ORD	11/642,281	2007-0140367	Published
United States of America			19-Dec-2006	21-Jun-2007
	Title:	Crest Factor Reduction (CFR) for OFDM Using Selective Sub-Carrier Degradation
1110/		DIV	11/487,092	2006-0254045	Published
United States of America			13-Jul-2006	16-Nov-2006
	Title:	Flanged inner conductor coaxial resonators

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1111/		ORD	11/639,753	2007-0274279		Published
United States of America			15-Dec-2006	29-Nov-2007
	Title:	Distributed Antenna System Employing Digital Forward Deployment Of Wireless Transmit/Receive Locations
1202/		ORD	11/707,475	2007-0197179		Published
United States of America			15-Feb-2006	23-Aug-2007
	Title:	Optimally adaptive receiver
1203/		ORD	11/713,351	2007-0205952		Published
United States of America			01-Mar-2007	06-Sep-2007
	Title:	Broadband single vertical polarized base station antenna
1207/		PCT	11/920,879	2009-0040105		Published
United States of America			31-May-2006	12-Feb-2009
	Title:	Improved AEDT
1213/		PCT	11/665,692	2008-0042783		Published
United States of America			14-Oct-2005	21-Feb-2008
	Title:	DC Extract filter device
1214/		PCT	12/441,367			Pending
United States of America			31-Aug-2007
	Title:	Filter with external Coupling pin
1215/PCT		PCT	11/989,080			Pending
United States of America			21-Jul-2006
	Title:	INTERLEAVED MULTIPLE BAND ANTENNA

1216/		PCT	11/920,885	Pending
United States of America			31-May-2006
	Title:	Phase Shifter
1217/PCT		PRO	61/128,710	Pending
United States of America			23-May-2008	23-May-2009
	Title:	Surge Protection Arrangement

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1218/PCT		PCT	12/084,445			Pending
United States of America			30-Oct-2006
	Title:	General LNA
1226/PCT		PCT	11/791,378	2008-0036670		Allowed
United States of America			25-Nov-2005	14-Feb-2008
	Title:	Antenna control system
1227/PCT		PCT	11/791,421	2007-0290935		Allowed
United States of America			25-Nov-2005	20-Dec-2007
	Title:	Antenna control system
1230/PCT		PCT	11/658,692			Pending
United States of America			25-Jul-2005
	Title:	Reflector assembly
1231/		PCT	12/302,788			Pending
United States of America			25-May-2007
	Title:	Down Tilt Control Unit
1232/		PCT	12/441,373			Pending
United States of America			31-Aug-2007
	Title:	Antenna Filter Combination
1234/		ORD	11/729,647	2007-0229385		Published
United States of America			29-Mar-2007	04-Oct-2007
	Title:	Broadband Dual Polarized Base Station Antenna

1235/		PCT	12/085,334		Pending
United States of America			16-Nov-2006
	Title:	Smart Pole
1237/ORD		ORD	10/355,992	2004-0029617	Published
United States of America			31-Jan-2003	12-Feb-2004
	Title:	INSTALLATION SITES FOR HOUSING ELECTRONIC EQUIPMENT

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1240/ORD		ORD	10/880,423	2005-0130621		Published
United States of America			28-Jun-2004	16-Jun-2005
	Title:	Flood evacuation system for subterranean telecommunications vault
1241/ORD		ORD	10/880,417	2005-0145631		Published
United States of America			28-Jun-2004	07-Jul-2005
	Title:	Air lock cover vent for telecommunications equipment
1242/123		ORD	11/788,181	2007-0249283		Published
United States of America			19-Apr-2007	25-Oct-2007
	Title:	System and Method for Estimation and Compensation of Radiated Feedback Coupling in a High Gain Repeater
1243/		PCT	12/301,999			Pending
United States of America			22-May-2007
	Title:	Dual band antenna arrangement
1244/		ORD	11/810,840	2008-0007453		Published
United States of America			07-Jun-2007	10-Jan-2008		12-Jun-2007
	Title:	Smart antenna array over fiber
1246/CIP		ORD	11/820,203	2008-0019532		Published
United States of America			18-Jun-2007	24-Jan-2008
	Title:	Using the pilot frequency from a positive feedback system to improve second loop convergence for a feedforward amplifier
1251/		PCT	12/438,724			Pending
United States of America			27-Aug-2007
	Title:	Active Lighting Protection

1252/PCT		PCT	12/442,376		Pending
United States of America			24-Sep-2007
	Title:	Method of manufacturing a traverse electric magnetic (TEM) mode transmission line and such transmission line
1253/		ORD	11/899,207	2008-0060561	Published
United States of America			05-Sep-2007	13-Mar-2008	07-Sep-2007
	Title:	Modular Pallet

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1255/ORD		ORD	11/940,098	2008-0113617		Published
United States of America			14-Nov-2007	15-May-2008
	Title:	Stability recovery for an on-frequency RF repeater with adaptive echo cancellation
1256/PCT		PCT	12/441,375			Published
United States of America			12-Sep-2007
	Title:	Communication solution for antennas
1259/ORD		ORD	12/001,397	2008-0144543		Published
United States of America			11-Dec-2007	19-Jun-2008
	Title:	Time division duplex forward-to-reverse transition signal generator
1260/		ORD	11/959,384	2008-0167176		Published
United States of America			18-Dec-2007	10-Jul-2008
	Title:	MICROWAVE DIELECTRIC CERAMIC
1262/ORD		ORD	12/008,344	2008-0181182		Published
United States of America			10-Jan-2008	31-Jul-2008
	Title:	An improved digital radio head system and method
1264/ORD		ORD	12/009,667	2008-0176513		Published
United States of America			22-Jan-2008	24-Jul-2008
	Title:	Adaptive Echo Cancellation For An On-Frequency RF Repeater Using A Weighted Power Spectrum
1268/ORD		ORD	12/074,473	2008-0218425		Published
United States of America			04-Mar-2008	11-Sep-2008
	Title:	Single Pole Vertically Polarized Variable Azimuth Beam Width Antenna for Wireless Network

1277/ORD		ORD	12/080,483	2008-0246681	Published
United States of America			03-Apr-2008	09-Oct-2008
	Title:	Dual Stagger Offset-able Azimuth Beam Width Controlled Antenna for Wireless Network
1278/ORD		ORD	12/074,980	2009-0015498	Published
United States of America			07-Mar-2008	15-Jan-2009
	Title:	Dual staggered vertically polarized variable azimuth beam width antenna for wireless network

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1279/ORD		ORD	12/157,646	2008-0309568		Published
United States of America			11-Jun-2008	20-Feb-2009
	Title:	Triple Stagger Offsettable Azimuth Beam Width Controlled Antenna for Wireless Network
1281/ORD		ORD	12/152,726			Pending
United States of America			20-May-2008
	Title:	Novel Design of a Low Cost Antenna for Wireless Communications
1282/ORD		ORD	12/154,179	2008-0293360		Published
United States of America			20-May-2008	27-Nov-2008
	Title:	ON FREQUENCY REPEATER WITH AGC STABILITY DETERMIANTION
1283/ORD		ORD	12/152,728	2008-0284669		Published
United States of America			16-May-2008	20-Nov-2008
	Title:	Remote Antenna Positioning Data Acquisition
1284/ORD		ORD	12/175,425	2009-0021437		Published
United States of America			17-Jul-2008	22-Jan-2009
	Title:	Center panel movable 3-Column Array Antenna for Wireless Network
1286/ORD		ORD	12/221,634			Pending
United States of America			05-Aug-2008
	Title:	Dual polarization antenna element with dielectric bandwidth compensation and improved cross-coupling
1287/ORD		ORD	12/212,533			Pending
United States of America			17-Sep-2008
	Title:	Broadband coplanar antenna element

1289/ORD		ORD	12/287,661	Pending
United States of America			10-Oct-2008
	Title:	Omni Directional Broadband coplanar antenna element
1290/ORD		ORD	12/252,324	Pending
United States of America			15-Oct-2008
	Title:	Dual Beam Sector Array using 3-column non-planar array with a simple 3-to-2 BFN

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1294/		PRO	61/026,675			Pending
United States of America			06-Feb-2008			06-Feb-2009
	Title:	Multi Element Broadband Omni-Directional Antenna Array
1296/ORD		ORD	12/340,401			Pending
United States of America			19-Dec-2008
	Title:	TDD Digital Distributed Antenna Systems
1297/ORD		ORD	12/340,383			Pending
United States of America			19-Dec-2008
	Title:	Digital Distributed Antenna Systems
1298/		ORD	11/920,885			Pending
United States of America			31-May-2006
	Title:	Beam adjusting device
1299/		ORD	11/920,879			Pending
United States of America			31-May-2006
	Title:	Beam adjusting device
1300/		PRO	61/063,050			Pending
United States of America			31-Jan-2008			31-Jan-2009
	Title:	Wireless Repeater with Smart Uplink
1300/ORD		ORD	12/363,591			Pending
United States of America			30-Jan-2009
	Title:	Wireless Repeater with Smart Uplink

1301/		PRO	61/062,658	Pending
United States of America			28-Jan-2008	28-Jan-2009
	Title:	Tri-Column Adjustable Azimuth Beam Width Antenna for Wireless Network.
1301/ORD		ORD	12/359,938	Pending
United States of America			26-Jan-2009
	Title:	Tri-Column Adjustable Azimuth Beam Width Antenna for Wireless Network.

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1302/		PRO	61/063,215			Pending
United States of America			01-Feb-2008			01-Feb-2009
	Title:	Compound two-way antenna with installation compensator
1302/ORD		ORD	12/361,307			Pending
United States of America			28-Jan-2009
	Title:	Compound two-way antenna with installation compensator
1304/		ORD	11/989,080			Pending
United States of America			18-Jan-2008
	Title:	Antenna Arrangement with interleaved antenna elements
1305/		PRO	61/031,322			Pending
United States of America			25-Feb-2008			25-Feb-2009
	Title:	Transverse phase shifter
1306/		PRO	61/031,325			Pending
United States of America			25-Feb-2008			25-Feb-2009
	Title:	Improved Antenna Isolation II
1306/ORD		ORD	12/392,007			Pending
United States of America			24-Feb-2009
	Title:	Improved Antenna Isolation II
1319/		PCT	11/469,725	2007-0132528		Allowed
United States of America			03-Mar-2005	14-Jun-2007
	Title:	Arrangement for dividing a filter output signal

1320/		PCT	11/469,725	2007-0132528	Allowed
United States of America			04-Mar-2005	14-Jun-2007
	Title:	Input arrangement for a low-noise amplifier pair
1321/		PCT	10/599,809	2007-0273459	Allowed
United States of America			29-Apr-2005	29-Nov-2007
	Title:	Bandstop filter

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1323/		PCT				Pending
United States of America			07-Nov-2005
	Title:	Filtering arrangement of antenna end
1325/		PCT	11/946,600	2008-0070507		Published
United States of America			18-May-2006	20-Mar-2008
	Title:	Arrangement for steering radiation lobe of antenna
1326/		PCT	11/945,363	2008-0107216		Published
United States of America			22-May-2006	08-May-2008
	Title:	By-pass arrangement of a low noise amplifier
1332/		PCT	12/198,170	2009-0045887		Published
United States of America			14-Feb-2007	19-Feb-2009
	Title:	MCoulpler and tuning method for the directivity
1333/		PCT	12/194,745	2009-0015502		Published
United States of America			12-Jun-2006	15-Jan-2009
	Title:	A new antenna structure and a method for its manufacture
1338/		PRO	61/037,986			Pending
United States of America			19-Mar-2008			19-Mar-2009
	Title:	Transmission line and a method production of a transmission line
1338/ORD		ORD	12/406,839			Pending
United States of America			18-Mar-2009
	Title:	Transmission line and a method production of a transmission line

1339/		PRO	61/031,322	Pending
United States of America			25-Feb-2008	25-Feb-2009
	Title:	An electromagnetic transmission line arrangement with a phase shifter
1340/		PRO	61/031,325	Pending
United States of America			25-Feb-2008	25-Feb-2009
	Title:	Antenna feeding arrangement

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1341/ORD		ORD	61/044,382			Pending
United States of America			11-Apr-2008
	Title:	Improved Antenna Isolation I
1342/PRO		PRO	61/050,127			Pending
United States of America			02-May-2008			02-May-2009
	Title:	Masthead amplifier unit
1343/		PRO	61/128,366			Pending
United States of America			20-May-2008			20-May-2009
	Title:	Adaptive Echo Cancellation for an On-Frequency RF Repeater with Digital Sub-band Filtering
1344/		PRO	61/133,147			Pending
United States of America			25-Jun-2008			25-Jun-2009
	Title:	Resonant Cap Loaded High Gain Patch Antenna
1345/		PRO	61/195,891			Pending
United States of America			10-Oct-2008			10-Oct-2009
	Title:	Crest Factor Reduction (CFR) For Downlink LTE by Transmitting Phase Shifted Resource Blocks
1346/PRO		PRO	61/105,773			Pending
United States of America			15-Oct-2008			15-Oct-2009
	Title:	Low Power Multi-Beam Active Array for Cellular Communications
1347/PRO		PRO	61/105,776			Pending
United States of America			15-Oct-2008			15-Oct-2009
	Title:	A dual polarized CPW-Fed Aperture-Coupled stacked Patch

1350/PRO		PRO	61/157,873	Pending
United States of America			05-Mar-2009	05-Mar-2010
	Title:	Micro P-Coupler

Non- U.S. Patent Applications List

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1002/		PCT	2556359	CA2556359		Published
Canada			14-Feb-2005	06-Oct-2005
	Title:	System and Method for Control of loop alignment for feed forward amplifiers
1002/		PCT	200580007830.6	1998134		Published
China (Peoples Republic)			14-Feb-2005	11-Jul-2007
	Title:	System and Method for Control of loop alignment for feed forward amplifiers
1002/		PCT	05713403.3	WO2005091802		Published
European Patent Convention			14-Feb-2005	10-Jun-2005
	Title:	System and method for control of loop alignment in adaptive feed forward amplifiers
1002/		PCT	3763/CHENP/2006			Pending
India			11-Oct-2006
	Title:	System and method for Control of loop alignment for feed forward amplifiers
1002/PCT		ORD	PCT/US2005/004437	WO2005091802		Published
Patent Cooperation Treaty			14-Feb-2005	06-Oct-2005
	Title:	Fast Control of Loop Alignment for Feed Forward Amplifiers
1005/PCT		PCT	200480018834.X	1833418		Published
China (Peoples Republic)			01-Jul-2004	13-Sep-2006
	Title:	Digital Predistortion System and Method for Correcting Memory Effects within an RF Power Amplifier
1005/PCT		PCT	04756534.6	EP1645094		Published
European Patent Convention			01-Jul-2004	12-Apr-2006
	Title:	Digital Predistortion System and Method for Correcting Memory Effects within an RF Power Amplifier

1005/PCT		ORD	PCT/US2004/021210	WO2005008883	Published
Patent Cooperation Treaty			01-Jul-2004	27-Jan-2005
	Title:	Digital Predistortion System and Method for Correcting Memory Effects within an RF Power Amplifier
1006/EP		PCT	04759204.3	EP1614244	Published
European Patent Convention			07-Apr-2004	11-Jan-2006
	Title:	Combiner Alignment by Adjusting the Digital Input of Transmitter Modules Based on Anti-Phase Pilot Signals

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1006/PCT		ORD	PCT/US2004/10681	WO2004093326		Published
Patent Cooperation Treaty			07-Apr-2004	28-Oct-2004
	Title:	Combiner Alignment by Adjusting the Digital Input of Transmitter Modules Based on Anti-Phase Pilot Signals
1007/CA		PCT	2479684	CA2479684		Published
Canada			18-Mar-2003	02-Oct-2003
	Title:	System and Method for Eliminating Signal Zero Crossings in Single and Multiple Channel Communications Systems
1007/CN		PCT	03811058.X	1653703	03811058.X	Allowed
China (Peoples Republic)			18-Mar-2003	10-Aug-2005	17-Sep-2008	18-Mar-2023
	Title:	System and Method for Eliminating Signal Zero Crossings in Single and Multiple Channel Communications Systems
1007/EP		PCT	03745111.9	EP1502362		Published
European Patent Convention			18-Mar-2003	02-Feb-2005
	Title:	System and Method for Eliminating Signal Zero Crossings in Single and Multiple Channel Communications Systems
1007/PCT		ORD	PCT/US2003/08005	WO03081793		Published
Patent Cooperation Treaty			18-Mar-2003	02-Oct-2003
	Title:	System and Method for Eliminating Signal Zero Crossings in Single and Multiple Channel Communications Systems
1008/CN		PCT	200380106213.2	1726636		Published
China (Peoples Republic)			11-Dec-2003	25-Jan-2006
	Title:	Feed Forward System Penalties and Floors for Optimal Control

1008/EP		PCT	03790473.7	EP1573900	Published
European Patent Convention			11-Dec-2003	14-Sep-2005
	Title:	Feed Forward Amplifier System Using Penalties and Floors for Optimal Control
1008/KR		PCT	10-2005-7011458	10-2005-0085809	Published
Korea, Republic of			11-Dec-2003	29-Aug-2005
	Title:	Feed Forward System Penalties and Floors for Optimal Control
1008/PCT		ORD	PCT/US2003/39464	WO2004062091	Published
Patent Cooperation Treaty			11-Dec-2003	22-Jul-2004
	Title:	Feed Forward System Penalties and Floors for Optimal Control

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1009/CA		PCT	2515689	CA2515689		Published
Canada			11-Feb-2004	02-Sep-2004
	Title:	Enhanced Efficiency Feed Forward Power Amplifier Utilizing Reduced Cancellation Bandwidth and Small Error Amplifier
1009/CN		PCT	200480004169.9	1751434		Published
China (Peoples Republic)			11-Feb-2004	22-Mar-2006
	Title:	Enhanced Efficiency Feed Forward Power Amplifier Utilizing Reduced Cancellation Bandwidth and Small Error Amplifier
1009/EP		PCT	04710155.5	EP1609238		Published
European Patent Convention			11-Feb-2004	28-Dec-2005
	Title:	Enhanced Efficiency Feed Forward Power Amplifier Utilizing Reduced Cancellation Bandwidth and Small Error Amplifier
1009/PCT		ORD	PCT/US2004/03847	WO2004075397		Published
Patent Cooperation Treaty			11-Feb-2004	02-Sep-2004
	Title:	Enhanced Efficiency Feed Forward Power Amplifier Utilizing Reduced Cancellation Bandwidth and Small Error Amplifier
1010/CN		PCT	2004-80013988.X	1792125		Allowed
China (Peoples Republic)			20-May-2004	21-Jun-2006
	Title:	Circuit Board Assembly Employing Solder Vent Hole
1010/PCT		ORD	PCT/US2004/15899	WO2004107827		Published
Patent Cooperation Treaty			20-May-2004	09-Dec-2004
	Title:	Circuit Board Assembly Employing Solder Vent Hole

1014/		PCT	04760873.2	EP1620942	Published
European Patent Convention			04-May-2004	01-Feb-2006
	Title:	RF Amplifier Employing Active Load Linearization
1014/PCT		ORD	PCT/US2004/13889	WO2004102788	Published
Patent Cooperation Treaty			04-May-2004	25-Nov-2004
	Title:	RF Amplifier Employing Active Load Linearization

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1016/WO		PCT	2005800302275.9	101023614		Published
China (Peoples Republic)			08-Jul-2005	22-Aug-2007
	Title:	System and Method for Digital Timing Error Correction in a Communications Systems Utilizing Adaptive Predistortion
1016/WO		PCT	05778230.2	WO2006017126		Published
European Patent Convention			08-Jul-2005	16-Feb-2006
	Title:	System and Method for Digital Timing Error Correction in a Communications Systems Utilizing Adaptive Predistortion
1016/WO		ORD	PCT/US2005/24132	WO2006017126		Published
Patent Cooperation Treaty			08-Jul-2005	16-Feb-2006
	Title:	System and Method for Digital Timing Error Correction in a Communications Systems Utilizing Adaptive Predistortion
1018/WO		PCT	200580029767.6			Published
China (Peoples Republic)			07-Jul-2005	29-Aug-2007
	Title:	System and Method for Differential IQ Delay Compensation in a Communications System Utilizing Adaptive AQM Compensation
1018/WO		PCT	05772396.7	WO2006017115		Published
European Patent Convention			07-Jul-2005	16-Feb-2006
	Title:	System and Method for Differential IQ Delay Compensation in a Communications System Utilizing Adaptive AQM Compensation
1018/WO		PCT	562/CHENP/2007			Pending
India			07-Jul-2005
	Title:	System and Method for Differential IQ Delay Compensation in a Communications System Utilizing Adaptive AQM Compensation

1018/WO		ORD	PCT/US2005/024082	WO2006017115	Published
Patent Cooperation Treaty			07-Jul-2005	16-Feb-2006
	Title:	System and Method for Differential IQ Delay Compensation in a Communications System Utilizing Adaptive AQM Compensation
1019/WO		PCT	05771552.6	WO2006019606	Published
European Patent Convention			11-Jul-2005	23-Feb-2006
	Title:	Auxiliary Transistor Gate Bias Control system and method

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1019/		PCT	PCT/US2005/024180			Pending
India			21-Feb-2007
	Title:	Auxiliary transistor gate bias control
1019/WO		ORD	PCT/US2005/24180	WO2006/019606		Published
Patent Cooperation Treaty			11-Jul-2005	16-Nov-2006
	Title:	Auxiliary Transistor Gate Bias Control system and method
1020/		PCT	19990027553	AU2755399		Published
Australia			01-Mar-1999	20-Sep-1999
	Title:	SYSTEM AND A METHOD FOR TRANSFER OF A DIGITAL INFORMATION CARRYING SIGNAL
1020/		ORD	PCT/SE99/00288	WO9945680		Published
Patent Cooperation Treaty			01-Mar-1999	10-Sep-1999
	Title:	SYSTEM AND A METHOD FOR TRANSFER OF A DIGITAL INFORMATION CARRYING SIGNAL
1022/		PCT	20058000600.1	101040502		Published
China (Peoples Republic)			18-Jan-2005	19-Sep-2007
	Title:	Wideband enhanced digital injection predistortion for high efficiency transmitters
1022/PCT		PCT	05722448.7	EP1738511		Published
European Patent Convention			18-Jan-2005	08-Apr-2005
	Title:	Wideband Enhanced Digital Injection Predistortion System and Method
1022/PCT		PCT	10-2006-7016753	10-2006-0109997	10-0789125	Allowed
Korea, Republic of			18-Jan-2005	23-Oct-2006	20-Dec-2007	18-Jan-2025
	Title:	Wideband Enhanced Digital Injection Predistortion System and Method

1022/PCT		ORD	PCT/US2005/001449	WO2005069897	Published
Patent Cooperation Treaty			18-Jan-2005	04-Aug-2005
	Title:	Wideband Enhanced Digital Injection Predistortion System and Method
1023/		PCT	2555988	CA2555988	Published
Canada			24-Feb-2005	15-Sep-2005
	Title:	Digital predistortion system and method for linearizing an RF power amplifier with nonlinear gain characteristics and memory effects

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1023/		PCT	20050006624.3	1969459		Published
China (Peoples Republic)			24-Feb-2005	23-May-2007
	Title:	Digital predistortion system and method for linearizing an RF power amplifier with nonlinear gain characteristics and memory effects
1023/		PCT	05723756.2	EP1723725		Published
European Patent Convention			24-Feb-2005	22-Nov-2006
	Title:	Digital predistortion system and method for linearizing an RF power amplifier with nonlinear gain characteristics and memory effects
1023/		PCT	3646/CHENP/2006			Pending
India			24-Feb-2005
	Title:	Digital predistortion system and method for linearizing an RF power amplifier with nonlinear gain characteristics and memory effects
1023/PCT		ORD	PCT/US2005/006020	WO2005086361		Published
Patent Cooperation Treaty			24-Feb-2005	15-Sep-2005
	Title:	Digitial Predistortion System and Method for Linearizing an RF Power Amplifier with Nonlinear Gain Characteristics and Memory Effects
1024/		PCT	2557334	CA2557334		Published
Canada			23-Feb-2005	06-Oct-2005
	Title:	Digital predistortion system and method for high efficiency transmitters
1024/		PCT	200580006627.7			Pending
China (Peoples Republic)			23-Feb-2005
	Title:	Digital predistortion system and method for high efficiency transmitters

1024/		PCT	05713947.9	EP1749359	Published
European Patent Convention			23-Feb-2005	10-Jun-2005
	Title:	Digital predistortion system and method for high efficiency transmitters
1024/		PCT	3659/CHENP/2006		Pending
India			23-Feb-2005
	Title:	Digital predistortion system and method for high efficiency transmitters
1024/PCT		ORD	PCT/US2005/005636	WO2005091865	Published
Patent Cooperation Treaty			23-Feb-2005	06-Oct-2005
	Title:	Digital Predistortion System and Method for High Efficiency Transmitters

Docket Number/ Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1030/CN		PCT	01814336.9	1448011		Published
China (Peoples Republic)			19-Jun-2001	08-Oct-2003
	Title:	System and Method for Peak Power Reduction in Multiple Carrier Communications Systems
1030/DIV1		DIV	200610089955.4	1874330		Published
China (Peoples Republic)			19-Jun-2001	06-Dec-2006
	Title:	System and method for peak power reduction in multiple carrier communications systems
1030/EP		PCT	01946485.8	EP1293058		Published
European Patent Convention			19-Jun-2001	19-Mar-2003
	Title:	System and Method for Peak Power Reduction in Multiple Carried Communications Systems
1030/PCT		ORD	PCT/US01/19463	WO0182547		Published
Patent Cooperation Treaty			19-Jun-2001	01-Nov-2001
	Title:	System and Method for Peak Power Reduction in Multiple Carrier Communications Systems
1032/EP		PCT	02744685.5	EP1405427		Published
European Patent Convention			28-Jun-2002	07-Apr-2004
	Title:	System and Method for Post Filtering Peak Power Reduction in Communications Systems
1032/PCT		ORD	PCT/US02/20422	WO03005594		Published
Patent Cooperation Treaty			28-Jun-2002	16-Jan-2003
	Title:	System and Method for Post Filtering Peak Power Reduction in Communications Systems
1033/CN		PCT	02814927.0	1640081		Published
China (Peoples Republic)			30-Jul-2002	13-Jul-2005
	Title:	System and Method for Post Filtering Peak Power Reduction in Communications Systems

1033/EP		PCT	02748266.0-2413	EP1415448		Published
European Patent Convention			30-Jul-2002	06-May-2004
	Title:	System and Method for Post Filtering Peak Power Reduction in Communications Systems
1033/KR		PCT	10-2004-7001631	10-2004-0015382	10-0647031	Allowed
Korea, Republic of			02-Feb-2004	18-Feb-2004	10-Nov-2006	30-Jul-2022
	Title:	System and Method for Post Filtering Peak Power Reduction in Communications Systems

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1033/PCT		ORD	PCT/US02/24041	WO03013081		Published
Patent Cooperation Treaty			30-Jul-2002	13-Feb-2003
	Title:	System and Method for Post Filtering Peak Power Reduction in Communications Systems
1035/CA		PCT	2483107	CA2483107		Published
Canada			22-Apr-2003	06-Nov-2003
	Title:	Bias Circuit Topologies for Minimization of RF Amplifier Memory Effects
1035/EP		PCT	03726376.1	EP1576724		Published
European Patent Convention			22-Apr-2003	21-Sep-2005
	Title:	Bias Circuit Topologies for Minimization of RF Amplifier Memory Effects
1035/PCT		ORD	PCT/US2003/12259	WO03092153		Published
Patent Cooperation Treaty			22-Apr-2003	06-Nov-2003
	Title:	Bias Circuit Topologies for Minimization of RF Amplifier Memory Effects
1036/CA		PCT	2476246	CA2476246		Published
Canada			12-Feb-2003	21-Aug-2003
	Title:	Feed Forward RF Power Amplifier with High Efficiency Main Amplifier and Highly Linear Error Amplifier
1036/CN		PCT	03808303.5	1647369		Published
China (Peoples Republic)			12-Feb-2003	27-Jul-2005
	Title:	Feed Forward RF Power Amplifier with High Efficiency Main Amplifier and Highly Linear Error Amplifier
1036/EP		PCT	03739723.9	EP1474865		Published
European Patent Convention			12-Feb-2003	10-Nov-2004
	Title:	Feed Forward RF Power Amplifier with High Efficiency Main Amplifier and Highly Linear Error Amplifier

1036/KR		PCT	10-2004-7012645	10-2004-0105719	Published
Korea, Republic of			12-Feb-2003	16-Dec-2004
	Title:	Feed Forward RF Power Amplifier with High Efficiency Main Amplifier and Highly Linear Error Amplifier
1036/PCT		ORD	PCT/US2003/03948	WO03069773	Published
Patent Cooperation Treaty			12-Feb-2003	21-Aug-2003
	Title:	Feed Forward RF Amplifier with High Efficiency Main Amplifier and Highly Linear Error Amplifier

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1039/CA		PCT	2495528	CA2495528		Published
Canada			19-Aug-2003	04-Mar-2004
	Title:	Enhanced Efficiency LDMOS Based Feed Forward Amplfier
1039/CN		PCT	03820261.1	1679232		Published
China (Peoples Republic)			19-Aug-2003	05-Oct-2005
	Title:	Enhanced Efficiency LDMOS Based Feed Forward Amplfier
1039/EP		PCT	03793135.9	EP1552602		Published
European Patent Convention			19-Aug-2003	13-Jul-2005
	Title:	Enhanced Efficiency LDMOS Based Feed Forward Amplfier
1039/PCT		ORD	PCT/US2003/25978	WO2004019484		Published
Patent Cooperation Treaty			19-Aug-2003	04-Mar-2004
	Title:	Enhanced Efficiency LDMOS Based Feed Forward Amplfier
1040/WO71		PCT	05760621.2	WO2006016964		Published
European Patent Convention			14-Jun-2005	16-Feb-2006
	Title:	Digital Transmitter System Employing Self-Generating Predistortion Parameter Lists and Adaptive Controller
1040/KR		PCT	10-2005-7013576	10-2005-0094876		Published
Korea, Republic of			22-Jan-2004	28-Sep-2005
	Title:	Combined Use of Self-Generating Alignment Lists and Adaptive Controllers to Align a Feed Forward System
1040/WO71		PCT	10-2007-7003366			Pending
Korea, Republic of			14-Jun-2005
	Title:	Digital Transmitter System Employing Self-Generating Predistortion Parameter Lists and Adaptive Controller

1040/PCT1		ORD	PCT/US2004/01800	WO2004065996	Published
Patent Cooperation Treaty			22-Jan-2004	05-Aug-2004
	Title:	Feed Forward Amplifier System Employing Self-Generating Alignment Lists and Adaptive Controller
1040/WO71		ORD	PCT/US2005/021025	WO2006016964	Published
Patent Cooperation Treaty			14-Jun-2005	16-Feb-2006
	Title:	Digital Transmitter System Employing Self-Generating Predistortion Parameter Lists and Adaptive Controller

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1041/PCT		PCT	2540127	CA2540127		Published
Canada			10-Sep-2004	14-Apr-2005
	Title:	Method for Aligning Feed Forward Loops
1041/PCT		PCT	200480034637.7	1886891		Published
China (Peoples Republic)			10-Sep-2004	27-Dec-2006
	Title:	Method for Aligning Feed Forward Loops
1041/PCT		PCT	04783589.7	EP1673856		Published
European Patent Convention			10-Sep-2004	28-Jun-2006
	Title:	Method for Aligning Feed Forward Loops
1041/PCT		ORD	PCT/US2004/029404	WO2005034338		Published
Patent Cooperation Treaty			10-Sep-2004	14-Apr-2005
	Title:	Method for Aligning Feed Forward Loops
1043/EP		PCT	04759806.5	EP1614224		Published
European Patent Convention			07-Apr-2004	01-Jan-2006
	Title:	Additive Digital Predistortion System Employing Parallel Path Coordinate Conversion
1043/PCT		ORD	PCT/US2004/10680	WO2004095715		Published
Patent Cooperation Treaty			07-Apr-2004	04-Nov-2004
	Title:	Additive Digital Predistortion System Employing Parallel Path Coordinate Conversion
1045/CN		PCT	200380106210.9	1726637		Published
China (Peoples Republic)			11-Dec-2003	25-Jan-2006
	Title:	Delay Mismatched Feed Forward Amplifier System Using Penalties and Floors for Control

1045/EP		PCT	03790474.5	EP1573907	Published
European Patent Convention			11-Dec-2003	14-Sep-2005
	Title:	Delay Mismatched Feed Forward Amplifier System Using Penalties and Floors for Control
1045/PCT		ORD	PCT/US2003/039463	WO2004062091	Published
Patent Cooperation Treaty			11-Dec-2003	22-Jul-2004
	Title:	Using Penalties and Floors for Control of Delay Mismatched Feed Forward Systems

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1046/		PCT	200580007737.5	101142459		Published
China (Peoples Republic)			09-Mar-2005	12-Mar-2008
	Title:	RF power amplifier assembly with heat pipe enhanced pallet
1046/		PCT	05728245.1	EP1736042		Published
European Patent Convention			09-Mar-2005	29-Sep-2005
	Title:	RF power amplifier assembly with heat pipe enhanced pallet
1046/		PCT	3762/CHENP/2006			Pending
India			11-Oct-2006
	Title:	RF power amplifier assembly with heat pipe enhanced pallet
1046/		PCT	10-2006-7021191			Pending
Korea, Republic of			12-Oct-2006
	Title:	RF power amplifier assembly with heat pipe enhanced pallet
1046/WO		ORD	PCT/US2005/008071	WO2005089197		Published
Patent Cooperation Treaty			09-Mar-2005	04-Oct-2007
	Title:	Heat Pipe Assisted Pallet
1052/		PCT	200480040603.9	1957526		Published
China (Peoples Republic)			20-Nov-2004	02-May-2007
	Title:	Amplifier Linearization Using Nonlinear Predistortion
1052/PCT		PCT	04798914.0	EP1695438		Published
European Patent Convention			20-Nov-2004	02-Jun-2005
	Title:	Amplifier Linearization Using Nonlinear Predistortion

1052/PCT		ORD	PCT/IB2004/003790	WO2005050827	Published
Patent Cooperation Treaty			20-Nov-2004	13-Jul-2006
	Title:	Amplifier Linearization Using Nonlinear Predistortion
1053/PCT		PCT	200580038443.9		Published
China (Peoples Republic)			12-Oct-2005	17-Oct-2007
	Title:	System and Method for Forward Path Gain Control in a Digital Predistortion Linearized Transmitter

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1053/PCT		PCT	05812850.5	WO2006052377		Published
European Patent Convention			12-Oct-2005	18-May-2006
	Title:	System and Method for Forward Path Gain Control in a Digital Predistortion Linearized Transmitter
1053/PCT		PCT				Pending
India			11-Jun-2007
	Title:	System and Method for Forward Path Gain Control in a Digital Predistortion Linearized Transmitter
1053/PCT		ORD	PCT/US2005/036735	WO2006/052377		Published
Patent Cooperation Treaty			12-Oct-2005	30-Nov-2006
	Title:	System and Method for Forward Path Gain Control in a Digital Predistortion Linearized Transmitter
1058/PCT		ORD	PCT/US01/27713	WO0221887		Published
Patent Cooperation Treaty			07-Sep-2001	14-Mar-2002
	Title:	Durable Laminated Electronics Assembly using Epoxy Preform (Paseo Nuevo Platform)
1059/EP		PCT	01913130.9	EP1281262		Published
European Patent Convention			28-Feb-2001	05-Feb-2003
	Title:	System and Method for Peak Power Reduction in Spread Spectrum Communications Systems
1059/PCT		ORD	PCT/US01/06317	WO0182547		Published
Patent Cooperation Treaty			28-Feb-2001	01-Nov-2001
	Title:	System and Method for Peak Power Reduction in Spread Spectrum Communications Systems
1063/PCT		PCT	06720451.1	EP1849207		Published
European Patent Convention			08-Feb-2006	31-Oct-2007
	Title:	Dual Mode Ceramic Filter

1063/PCT		ORD	PCT/US2006/004338	WO2006/086414	Published
Patent Cooperation Treaty			08-Feb-2006	05-Jul-2007
	Title:	Dual Mode Ceramic Filter
1067/CA		PCT	2505189	CA2505189	Published
Canada			20-Nov-2003	10-Jun-2004
	Title:	Systems and Methods of Dynamic Bias Switching for Radio Frequency Power Amplifiers

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1067/WO		ORD	PCT/US2003/37499	WO2004049559		Published
Patent Cooperation Treaty			20-Nov-2003	10-Jun-2004
	Title:	Systems and Methods of Dynamic Bias Switching for Radio Frequency Power Amplifiers
1074/		PCT	200680011163.3	CN101199112		Published
China (Peoples Republic)			03-Apr-2006	11-Jun-2007
	Title:	System and Method for Using the Pilot Frequency from a Positive Feedback Pilot Generation and Detection Circuit to Improve Second Loop Convergence for a Feed Forward Amplifier
1074/		PCT	06758256.9			Pending
European Patent Convention			03-Apr-2006
	Title:	System and Method for Using the Pilot Frequency from a Positive Feedback Pilot Generation and Detection Circuit to Improve Second Loop Convergence for a Feed Forward Amplifier
1074/		PCT	4971/CHENP/2007			Pending
India			03-Apr-2006
	Title:	System and Method for Using the Pilot Frequency from a Positive Feedback Pilot Generation and Detection Circuit to Improve Second Loop Convergence for a Feed Forward Amplifier
1074/		ORD	PCT/US06/12202	WO2006/110360		Published
Patent Cooperation Treaty			03-Apr-2006	19-Oct-2006
	Title:	System and Method for Using the Pilot Frequency from a Positive Feedback Pilot Generation and Detection Circuit to Improve Second Loop Convergence for a Feed Forward Amplifier
1075/WO		ORD	PCT/US02/30636	WO03030354		Published
Patent Cooperation Treaty			27-Sep-2002	10-Apr-2003
	Title:	Spurious Ratio Control Circuit for Use with Feed-Forward Linear Amplifiers

1082/PCT		PCT	06739069.0	EP1869762	Published
European Patent Convention			20-Mar-2006	26-Dec-2007
	Title:	RF Power Amplifier System Employing An Analog Predistortion Module Using Zero Crossings
1082/PCT		PCT	4730/CHENP/2007		Pending
India			20-Mar-2006
	Title:	RF Power Amplifier System Employing An Analog Predistortion Module Using Zero Crossings
1082/PCT		ORD	PCT/US06/10133	WO 2006/102278	Published
Patent Cooperation Treaty			20-Mar-2006	28-Sep-2006
	Title:	RF Power Amplifier System Employing An Analog Predistortion Module Using Zero Crossings

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1085/CA		ORD	2286542	CA2286542		Published
Canada			18-Oct-1999	19-Apr-2000
	Title:	Amplification System Having Mask Detection
1086/CA		ORD	2286544	CA2286544		Published
Canada			18-Oct-1999	19-Apr-2000
	Title:	Amplification System having Mask Detection and Bias Compensation
1090/CA		ORD	2286531	CA2286531		Allowed
Canada			18-Oct-1999	19-Apr-2000
	Title:	Feed Forward Amplification System Having Mask Detection Compensation
1096/PCT		ORD	06749797.4	EP1872472		Published
European Patent Convention			15-Nov-2007	02-Jan-2008
	Title:	Adaptive Predistortion Linearized Amplifier System Employing Selective Sampling
1096/PCT		ORD	PCT/US2006/13529	WO 2006/113234		Published
Patent Cooperation Treaty			12-Apr-2006	12-Apr-2007
	Title:	Adaptive Predistortion Linearized Amplifier System Employing Selective Sampling
1098/PCT		PCT	06790120.7			Pending
European Patent Convention			31-Aug-2006
	Title:	System and Method for Shielded Coaxial Cable Attachment
1098/		ORD	PCT/US2006/034022			Pending
India			01-Apr-2008
	Title:	System and Method for Shielded Coaxial Cable Attachment

1098/PCT		ORD	PCT/US2006/034022	WO2007/027884	Published
Patent Cooperation Treaty			31-Aug-2006	08-Mar-2007
	Title:	System and Method for Shielded Coaxial Cable Attachment
1100/PCT		PCT	06803510.4		Pending
European Patent Convention			13-Sep-2006
	Title:	Amplifier System Employing Analog Polynomial Predistortion with Sub-Nyquist Digital Predistortion

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1100/PCT		ORD	PCT/US2006/035663	WO 2007/035358		Published
Patent Cooperation Treaty			13-Sep-2006	29-Mar-2007
	Title:	Amplifier System Employing Analog Polynomial Predistortion with Sub-Nyquist Digital Predistortion
1105/		PCT	1735/CHENP/2008			Pending
European Patent Convention			08-Sep-2006
	Title:	Distributed Antenna System Using Signal Precursors
1105/		ORD				Pending
India			07-Apr-2008
	Title:	Distributed Antenna System Using Signal Precursors
1105/		ORD	PCT/US2006/035108	WO2007/030739		Published
Patent Cooperation Treaty			08-Sep-2006	15-Mar-2007
	Title:	Distributed Antenna System Using Signal Precursors
1106/PCT		ORD	PCT/US2003/07092	WO03075632		Published
Patent Cooperation Treaty			06-Mar-2003	18-Sep-2003
	Title:	Rf amplifier system with interface to provide a computer readable spectral depiction of the rf output
1109/PCT		PCT	06848739.6			Pending
European Patent Convention			20-Dec-2006
	Title:	Crest Factor Reduction (CFR) for OFDM Using Selective Sub-Carrier Degradation
1109/PCT		ORD	PCT/US06/48726	WO2007/073490		Published
Patent Cooperation Treaty			20-Dec-2006	28-Jun-2007
	Title:	Crest Factor Reduction (CFR) for OFDM Using Selective Sub-Carrier Degradation

1111/PCT		PCT	06847753.8		Pending
European Patent Convention			18-Dec-2006
	Title:	Distributed Antenna System Employing Digital Forward Deployment Of Wireless Transmit/Receive Locations
1111/PCT		ORD	PCT/US06/48259	WO2007/075579	Published
Patent Cooperation Treaty			18-Dec-2006	27-Sep-2007
	Title:	Distributed Antenna System Employing Digital Forward Deployment Of Wireless Transmit/Receive Locations

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1112/PCT		PRI	PCT/US01/04447	WO0159924		Published
Patent Cooperation Treaty			08-Feb-2001	16-Aug-2001
	Title:	Power Booster Method and Apparatus For Improving The Performance of Radio Frequency Linear Power Amplifiers
1113/PCT		ORD	PI9608819-2	BR9608819		Published
Brazil			14-May-1996	07-Dec-1999
	Title:	An antenna device with two radiating elements having an adjustable phase difference between the radiating elements
1113/PCT		PRI	PCT/SE96/00627	WO9637009		Published
Patent Cooperation Treaty			14-May-1996	21-Nov-1996
	Title:	An antenna device with two radiating elements having an adjustable phase difference between the radiating elements
1119/PCT		ORD	PCT/SE89/00705	WO90/06627		Published
Patent Cooperation Treaty			30-Nov-1989	14-Jun-1990
	Title:	Method and a device pertaining to an electro-mechanically controlled resonance module
1132/PCT		ORD	PCT/SE95/01359	WO9616337		Published
Patent Cooperation Treaty			15-Nov-1995	30-May-1996
	Title:	Measuring line for a coaxial conductor for determining energy throughflow and standing wave ratios
1135/PCT		PCT	JP19980514663T	JP2001508954T		Published
Japan			07-Aug-1997	03-Jul-2001
	Title:	Adaptive digital predistortion linearization and feed-forward correction of RF power amplifier

1135/PCT		ORD	PCT/US97/14003	WO9812800	Published
Patent Cooperation Treaty			07-Aug-1997	26-Mar-1998
	Title:	Adaptive digital predistortion linearization and feed-forward correction of RF power amplifier
1136/PCT		PRI	PCT/US98/12664	WO9858419	Published
Patent Cooperation Treaty			17-Jun-1998	23-Dec-1998
	Title:	Temperature compensation structure for resonator cavity
1139/PCT		ORD	1030/DEL/1996		Allowed
India			16-May-1996
	Title:	Movable dielectric body for controlling propagation velocity in a feed line

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1139/PCT		PRI	PCT/SE96/00678	WO9637922		Published
Patent Cooperation Treaty			24-May-1996	28-Nov-1996
	Title:	Movable dielectric body for controlling propagation velocity in a feed line
1140/PCT		PCT	AU19960064744D	AU6474496		Published
Australia			12-Jul-1996	18-Feb-1997
	Title:	Antenna amplifier
1140/PCT		PRI	PCT/SE96/00951	WO9704534		Published
Patent Cooperation Treaty			12-Jul-1996	06-Feb-1997
	Title:	Antenna amplifier
1143/PCT		ORD	PCT/SE97/00916	WO9745969		Published
Patent Cooperation Treaty			28-May-1997	04-Dec-1997
	Title:	Repeater with variable bandwidth
1145/ORD		ORD	98-709167			Pending
Korea, Republic of			13-Nov-1998
	Title:	Flat antenna
1145/PCT		PRI	PCT/SE97/00776	WO9743799		Published
Patent Cooperation Treaty			12-May-1997	20-Nov-1997
	Title:	Flat antenna
1146/PCT		PCT	PI9707916-2			Pending
Brazil			03-Sep-1998
	Title:	Method and device for monitoring a mobile telephone repeater

1146/PCT		PCT	9-531695		JP3911027	Allowed
Japan			31-Aug-1998		02-Feb-2007	19-Feb-2017
	Title:	Method and device for monitoring a mobile telephone repeater
1146/PCT		PRI	PCT/SE97/00277	WO9733381		Published
Patent Cooperation Treaty			19-Feb-1997	12-Sep-1997
	Title:	Method and device for monitoring a mobile telephone repeater

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1147/ORD		PCT	PI9806975-6			Pending
Brazil			22-Jul-1999
	Title:	Antenna element
1147/PCT		ORD	PCT/SE98/00071	WO9833234		Published
Patent Cooperation Treaty			16-Jan-1998	30-Jul-1998
	Title:	Antenna element
1149/		ORD	PCT/US97/04079	WO9737427		Published
Patent Cooperation Treaty			14-Mar-1997	09-Oct-1997
	Title:	Adaptive compensation of RF amplifier distortion by injecting predistortion signal derived from respectively different functions of input signal amplitude
1151/ORD		PCT	PI9813505-8			Pending
Brazil			12-Jun-2000
	Title:	Dual band antenna
1151/PCT		ORD	PCT/SE98/02235	WO9931757		Published
Patent Cooperation Treaty			07-Dec-1998	24-Jun-1999
	Title:	Dual band antenna
1152/ORD		ORD	PI9807165-3			Pending
Brazil			05-Aug-1999
	Title:	Antenna operating with two isolated channels
1152/		PRI	PCT/SE98/00143	WO9834295		Published
Patent Cooperation Treaty			30-Jan-1998	06-Aug-1998
	Title:	Antenna operating with two isolated channels

1153/		PRI	PCT/US99/01013	WO9938267	Published
Patent Cooperation Treaty			19-Jan-1999	29-Jul-1999
	Title:	Circuit arrangement for reducing intermodulation in a bandpass filter system
1156/PCT		PRI	PCT/SE98/01353	WO9905754	Published
Patent Cooperation Treaty			08-Jul-1998	04-Feb-1999
	Title:	Antenna device with improved channel isolation

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1160/PCT		ORD	PCT/SE00/00481	WO0055939		Published
Patent Cooperation Treaty			10-Mar-2000	21-Sep-2000
	Title:	Dual band antenna arrangement
1165/ORD		ORD	PI9809960-4	BR9809960		Published
Brazil			18-May-1998	01-Aug-2000
	Title:	Microwave resonator with dielectric tuning body resiliently secured to a movable rod by spring means
1166/ORD		PCT	01912738.0	EP1262017		Published
European Patent Convention			08-Jul-2002	04-Dec-2002
	Title:	Spectral distortion monitor for controlling pre-distortion and feed-forward linearization of RF power amplifier
1166/		PCT	2002-562824			Pending
Japan			26-Aug-2002
	Title:	Spectral distortion monitor for controlling pre-distortion and feed-forward linearization of RF power amplifier
1167/		PCT	2352335	CA2352335		Published
Canada			24-Nov-1999	08-Jun-2000
	Title:	Microstrip filter device
1167/		PRI	PCT/SE99/02181	WO0033413		Published
Patent Cooperation Treaty			24-Nov-1999	08-Jun-2000
	Title:	Microstrip filter device
1168/		PCT	19990008402	BR9908402		Published
Brazil			01-Mar-1999	19-Dec-2000
	Title:	Mounting bracket

1168/		PCT	19998002626	CN1289396	Published
China (Peoples Republic)			01-Mar-1999	28-Mar-2001
	Title:	Mounting bracket
1168/		ORD	PCT/SE99/00289	WO9945310	Published
Patent Cooperation Treaty			01-Mar-1999	10-Sep-1999
	Title:	Mounting bracket

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1169/ORD		PCT	PI9906841-9	BR9906841		Published
Brazil			09-Jun-1999	04-Sep-2001
	Title:	Dual band antenna
1169/		ORD	PCT/SE99/01010	WO0001032		Published
Patent Cooperation Treaty			09-Jun-1999	06-Jan-2000
	Title:	Dual band antenna
1170/		ORD	PCT/EP98/05410	WO99/17394		Published
Patent Cooperation Treaty			26-Aug-1998	08-Apr-1999
	Title:	Multi surface coupled coaxial resonator
1173/ORD		ORD	2339793	CA2339793		Published
Canada			12-Aug-1999	24-Feb-2000
	Title:	Coaxial cavity resonator
1173/PCT		PRI	PCT/SE99/01368	WO0010220		Published
Patent Cooperation Treaty			12-Aug-1999	24-Feb-2000
	Title:	Coaxial cavity resonator
1174/ORD		PCT	01901814.2	EP1245077		Published
European Patent Convention			08-Jan-2001	02-Oct-2002
	Title:	Carrier-blanking mechanism for sweeping detector used to measure and correct RF power amplifier distortion
1174/PCT		ORD	2001-552518			Pending
Japan			08-Jul-2002
	Title:	Carrier-blanking mechanism for sweeping detector used to measure and correct RF power amplifier distortion

1175/ORD		PCT	01991348.2	EP1346472	Published
European Patent Convention			21-Dec-2001	24-Sep-2003
	Title:	Closed loop active cancellation technique (ACT)-based RF power amplifier linearization architecture
1176/PCT		PRI	PCT/US00/01582	WO0044210	Published
Patent Cooperation Treaty			21-Jan-2000	27-Jul-2000
	Title:	Multi-layer RF printed circuit architecture with low-inductance interconnection and low thermal resistance for wide-lead power devices

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1177/ORD		ORD	99931732.4	EP1088362	1088362	Allowed
European Patent Convention			18-Jun-1999	04-Apr-2001	15-Nov-2006	18-Jun-2019
	Title:	Device for tuning of a dielectric resonator
1177/ORD		EPC	99931732.4	EP1088362	1088362	Allowed
Finland			18-Jun-1999	04-Apr-2001	15-Nov-2006	18-Jun-2019
	Title:	Device for tuning of a dielectric resonator
1177/ORD		EPC	99931732.4	EP1088362	1088362	Allowed
France			18-Jun-1999	04-Apr-2001	15-Nov-2006	18-Jun-2019
	Title:	Device for tuning of a dielectric resonator
1177/ORD		EPC	99931732.4	EP1088362	1088362	Allowed
Italy			18-Jun-1999	04-Apr-2001	15-Nov-2006	18-Jun-2019
	Title:	Device for tuning of a dielectric resonator
1177/PCT		ORD	PCT/SE99/01111	WO99/66585		Published
Patent Cooperation Treaty			18-Jun-1999	23-Dec-1999
	Title:	Device for tuning of a dielectric resonator
1177/ORD		EPC	99931732.4	EP1088362	1088362	Allowed
United Kingdom			18-Jun-1999	04-Apr-2001	15-Nov-2006	18-Jun-2019
	Title:	Device for tuning of a dielectric resonator
1179/		PCT	01937515.3	EP1293039		Published
European Patent Convention			18-May-2001	19-Mar-2003
	Title:	High linearity multicarrier RF amplifier

1179/PCT		ORD	PCT/US01/16046	WO0191288	Published
Patent Cooperation Treaty			18-May-2001	29-Nov-2001
	Title:	High linearity multicarrier RF amplifier
1180/CN		PRI	01811241	CN1436397	Published
China (Peoples Republic)			06-Apr-2001	13-Aug-2003
	Title:	Method and apparatus for optimum biasing of cascaded MOSFET radio-frequency devices

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1180/DE		PRI	20011096108T			Pending
Germany			06-Apr-2001
	Title:	Method and apparatus for optimum biasing of cascaded MOSFET radio-frequency devices
1180/PRI		PRI	10-2002-7013951			Pending
Korea, Republic of			17-Oct-2002
	Title:	Method and apparatus for optimum biasing of cascaded MOSFET radio-frequency devices
1180/PCT		PRI	PCT/US01/11416	WO0182469		Published
Patent Cooperation Treaty			06-Apr-2001	01-Nov-2001
	Title:	Method and apparatus for optimum biasing of cascaded MOSFET radio-frequency devices
1180/GB		PRI	20020025803	GB2377569		Published
United Kingdom			06-Apr-2001	15-Jan-2003
	Title:	Method and apparatus for optimum biasing of cascaded MOSFET radio-frequency devices
1183/ORD		ORD	01916015.9	EP1269563		Published
European Patent Convention			20-Mar-2001	02-Jan-2003
	Title:	Coaxial cavity resonator, filter and use of resonator component in a filter
1184/ORD		EPC	00928066.0	EP1181738	1181738	Allowed
France			26-Apr-2000	14-Dec-2000	10-Oct-2007	26-Apr-2020
	Title:	Temperature-compensated rod resonator
1184/ORD		EPC	00928066.0	EP1181738	1181738	Allowed
United Kingdom			26-Apr-2000	14-Dec-2000	10-Oct-2007	26-Apr-2020
	Title:	Temperature-compensated rod resonator

1188/		EPP	00957206.6	EP1208615	1208615	Allowed
France			23-Aug-2000	29-May-2002	05-Nov-2008	23-Aug-2020
	Title:	Four port hybrid
1188/		ORD	PCT/SE00/01621	WO0117058		Published
Patent Cooperation Treaty			23-Aug-2000	08-Mar-2001
	Title:	Four port hybrid

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1188/		EPP	00957206.6	EP1208615	1208615	Allowed
United Kingdom			23-Aug-2000	29-May-2002	05-Nov-2008	23-Aug-2020
	Title:	Four port hybrid
1189/PCT		PRI	PCT/US02/18287	WO03001683		Published
Patent Cooperation Treaty			06-Jun-2002	03-Jan-2003
	Title:	Dual-mode resonator
1193/PCT		ORD	00944474.6	EP1186112		Allowed
European Patent Convention			18-May-2000	13-Mar-2002
	Title:	Method and apparatus for stability margin determination in a repeater
1193/PCT		ORD	PCT/SE00/00999	WO0077941		Published
Patent Cooperation Treaty			18-May-2000	21-Dec-2000
	Title:	Method and apparatus for stability margin determination in a repeater
1194/ORD		ORD	01965808.7	EP1334649		Allowed
European Patent Convention			12-Sep-2001	13-Aug-2003
	Title:	Shielded housing
1194/ORD		EPC	01965808.7	EP1334649		Allowed
France			12-Sep-2001	13-Aug-2003
	Title:	Shielded housing
1194/PCT		PRI	PCT/SE01/01952	WO0235902		Published
Patent Cooperation Treaty			12-Sep-2001	02-May-2002
	Title:	Shielded housing

1194/ORD		EPC	01965808.7	EP1334649		Allowed
Sweden			12-Sep-2001	13-Aug-2003
	Title:	Shielded housing
1196/ORD		ORD	01819390.0	1476649	ZL01819390.0	Allowed
China (Peoples Republic)			10-Dec-2001	18-Feb-2004	19-Jul-2006	10-Dec-2021
	Title:	Wave-guide and a connector therefor

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1197/		PRI	PCT/SE01/02357	WO0243183		Published
Patent Cooperation Treaty			26-Oct-2001	30-May-2002
	Title:	Microwave antenna with patch mounting device
1198/ORD		ORD	01983025.6	EP1346432		Published
European Patent Convention			15-May-2003	24-Sep-2003
	Title:	Four port hybrid microstrip circuit of Lange type
1198/ORD		ORD	04102209.9			Pending
Hong Kong			24-Mar-2004
	Title:	Four port hybrid microstrip circuit of Lange type
1199/		ORD	PCT/SE01/02490	WO0252722		Published
Patent Cooperation Treaty			09-Nov-2001	04-Jul-2002
	Title:	Microwave amplifier with bypass segment
1200/		ORD	PCT/SE01/01951	WO0235651		Published
Patent Cooperation Treaty			12-Sep-2001	02-May-2002
	Title:	Beam adjusting device
1202/PCT		PCT	07757335.6			Pending
European Patent Convention			20-Feb-2007
	Title:	Optimally adaptive receiver
1202/PCT		ORD	US2007/04566	WO2007/098235		Published
Patent Cooperation Treaty			20-Feb-2007	30-Aug-2007
	Title:	Optimally adaptive receiver

1203/		PCT	07751869.4	Pending
European Patent Convention			02-Mar-2007
	Title:	Broadband single vertical polarized base station antenna
1203/		PCT		Published
India			02-Mar-2007
	Title:	Broadband single vertical polarized base station antenna

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1203/		ORD	PCT/US2007/005137	WO 2007/103072		Published
Patent Cooperation Treaty			02-Mar-2007	13-Sep-2007
	Title:	Broadband single vertical polarized base station antenna
1204/ORD		ORD	01948184.5	EP1311770		Published
European Patent Convention			09-Jul-2001	21-May-2003
	Title:	TUNING SCREW ASSEMBLY
1205/ORD		EPC	01270954.9	EP1352470		Allowed
France			12-Dec-2001	15-Oct-2003
	Title:	Method for tuning a radio filter and a system for tuning a radio filter
1205/ORD		EPC	01270954.9	EP1352470		Allowed
Germany			12-Dec-2001	15-Oct-2003
	Title:	Method for tuning a radio filter and a system for tuning a radio filter
1205/ORD		ORD	04102678.1			Pending
Hong Kong			15-Apr-2004
	Title:	Method for tuning a radio filter and a system for tuning a radio filter
1205/PCT		PRI	PCT/SE01/02758	WO0249213		Published
Patent Cooperation Treaty			12-Dec-2001	20-Jun-2002
	Title:	Method for tuning a radio filter and a system for tuning a radio filter
1206/ORD		ORD	02711605.2	EP1378025		Published
European Patent Convention			13-Feb-2002	07-Jan-2004
	Title:	CIRCUIT BOARD CONNECTOR

1206/PCT		PRI	PCT/SE02/00244	WO02084808	Published
Patent Cooperation Treaty			13-Feb-2002	24-Oct-2002
	Title:	CIRCUIT BOARD CONNECTOR
1207/		PCT	200680019455.1		Pending
China (Peoples Republic)			31-May-2006
	Title:	Improved AEDT

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1207/		PCT	06747834.7	EP1886381		Published
European Patent Convention			31-May-2006	13-Feb-2008
	Title:	Improved AEDT
1207/		PCT	4388/KOLNP/2007			Pending
India			31-May-2006
	Title:	Improved AEDT
1207/		ORD	PCT/SE2006/000641			Pending
Patent Cooperation Treaty			31-May-2006
	Title:	Improved AEDT
1208/PCT		PCT	200580035615.7	200580035615.7		Published
China (Peoples Republic)			14-Oct-2005	06-Feb-2008
	Title:	A DC-extracting arrangement
1208/PCT		PCT	05792467.2	WO2006043880		Published
European Patent Convention			14-Oct-2005	27-Apr-2006
	Title:	A DC-extracting arrangement
1208/PCT		PCT	893/KOLNP/2007			Pending
India			14-Oct-2005
	Title:	A DC-extracting arrangement
1208/PCT		PRI	PCT/SE2005/001538	WO2006043880		Published
Patent Cooperation Treaty			14-Oct-2005	27-Apr-2006
	Title:	A DC-extracting arrangement

1209/ORD		PCT	200480011874.1		Pending
China (Peoples Republic)			02-Nov-2005
	Title:	Microwave transmission unit including lightning protection
1209/PCT		PRI	PCT/DK2004/000296	WO2004097979	Published
Patent Cooperation Treaty			30-Apr-2004	11-Nov-2004
	Title:	Microwave transmission unit including lightning protection

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1211/PCT		PCT	200580041058.X	CN101069324		Published
China (Peoples Republic)			15-Nov-2005	07-Nov-2007
	Title:	DUAL BAND ANTENNA
1211/PCT		PCT	1914/KOLNP/2007			Pending
India			15-Nov-2005
	Title:	DUAL BAND ANTENNA
1211/PCT		ORD	PCT/SE2005/01535	WO2006059937		Published
Patent Cooperation Treaty			15-Nov-2005	08-Jun-2006
	Title:	DUAL BAND ANTENNA
1213/PCT		PCT	200580033865.7	CN101073178		Published
China (Peoples Republic)			14-Oct-2005	30-Nov-2007
	Title:	DC Extract filter device
1213/PCT		PCT	05793310.3	EP1803185		Published
European Patent Convention			14-Oct-2005	04-Jul-2007
	Title:	DC Extract filter device
1213/PCT		PCT	804/KOLNP/2007			Pending
India			14-Oct-2005
	Title:	DC Extract filter device
1213/PCT		ORD	PCT/SE2005/01537	WO2006043879		Published
Patent Cooperation Treaty			14-Oct-2005	27-Apr-2006
	Title:	DC Extract filter device

1214/		PCT	07808782.2	Pending
European Patent Convention			31-Aug-2007
	Title:	Filter with external Coupling pin
1214/		ORD	PCT/SE2007/00759	Pending
Patent Cooperation Treaty			31-Aug-2007
	Title:	Filter with external Coupling pin

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1215/PCT		PCT	200680026861.0			Pending
China (Peoples Republic)			21-Jul-2006
	Title:	INTERLEAVED MULTIPLE BAND ANTENNA
1215/PCT		PCT	06758086.0	WO2007/011295		Published
European Patent Convention			21-Jul-2006	25-Jan-2007
	Title:	INTERLEAVED MULTIPLE BAND ANTENNA
1215/PCT		PCT	5001/KOLNP/2007			Pending
India			21-Jul-2006
	Title:	INTERLEAVED MULTIPLE BAND ANTENNA
1215/PCT		ORD	PCT/SE2006/000904	WO2007/011295		Published
Patent Cooperation Treaty			21-Jul-2006	25-Jan-2007
	Title:	INTERLEAVED MULTIPLE BAND ANTENNA
1215/ORD		ORD	0501723-1			Pending
Sweden			22-Jul-2005
	Title:	INTERLEAVED MULTIPLE BAND ANTENNA
1216/		PCT	200680019456.6	CN101189760A		Published
China (Peoples Republic)			31-May-2006	28-May-2008
	Title:	Phase Shifter
1216/		PCT	06747834.7	EP1915798		Published
European Patent Convention			31-May-2006	07-Dec-2006
	Title:	Phase Shifter

1216/		PCT	4393/KOLNP/2007	Pending
India			31-May-2006
	Title:	Phase Shifter
1216/		ORD	PCT/SE2006/000640	Pending
Patent Cooperation Treaty			31-May-2006
	Title:	Phase Shifter

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1217/		PRI	0801210-6			Pending
Sweden			23-May-2008
	Title:	Lighting Protection
1218/PCT		PCT	06812946.9	EP1943728		Published
European Patent Convention			30-Oct-2006	16-Jul-2008
	Title:	General LNA
1218/PCT		PCT	820/KOLNP/2008			Pending
India			30-Oct-2006
	Title:	General LNA
1218/PCT		ORD	PCT/SE2006/001221	WO 2007/053077		Published
Patent Cooperation Treaty			30-Oct-2006	10-May-2007
	Title:	General LNA
1221/		PRI	PCT/SE01/01768	WO0215439		Published
Patent Cooperation Treaty			17-Aug-2001	21-Feb-2002
	Title:	Communication system with fiber optical link
1224/ORD		PCT	01272437.3	EP1346430		Published
European Patent Convention			21-Dec-2001	24-Sep-2003
	Title:	Method for tuning a radio filter and a system for tuning a radio filter
1224/PCT		PRI	PCT/SE01/02888	WO02052673		Published
Patent Cooperation Treaty			21-Dec-2001	04-Jul-2002
	Title:	Method for tuning a radio filter and a system for tuning a radio filter

1226/PCT		PCT	200580038428.4	CN101057367	Published
China (Peoples Republic)			25-Nov-2005	17-Oct-2007
	Title:	Antenna control system
1226/PCT		PCT	05804663.2	EP1815556	Published
European Patent Convention			25-Nov-2005	08-Aug-2007
	Title:	Antenna control system

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1226/PCT		PCT	1323/KOLNP/2007			Pending
India			25-Nov-2005
	Title:	Antenna control system
1226/PCT		ORD	PCT/SE2005/01777	WO2006057613		Published
Patent Cooperation Treaty			25-Nov-2005	01-Jun-2006
	Title:	Antenna control system
1227/PCT		PCT	200580038494.1	CN101057368		Published
China (Peoples Republic)			25-Nov-2005	17-Oct-2007
	Title:	Antenna control system
1227/PCT		PCT	05804666.5	EP1815557		Published
European Patent Convention			25-Nov-2005	08-Aug-2007
	Title:	Antenna control system
1227/PCT		PCT	1324/KOLNP/2007			Pending
India			25-Nov-2005
	Title:	Antenna control system
1227/PCT		ORD	PCT/SE05/001776	WO2006057612		Published
Patent Cooperation Treaty			25-Nov-2005	01-Jun-2006
	Title:	Antenna control system
1228/PCT		PCT	200580013009.5	CN1947303A		Published
China (Peoples Republic)			03-May-2005	11-Apr-2007
	Title:	Aperture antenna element

1228/PCT		PCT	05749908.9	EP1743397	Published
European Patent Convention			03-May-2005	11-Oct-2005
	Title:	Aperture antenna element
1228/PCT		PCT	2657/KOLNP/2006		Pending
India			03-May-2005
	Title:	Aperture antenna element

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1228/PCT		PCT	2006-7022846			Pending
Korea, Republic of			03-May-2005
	Title:	Aperture antenna element
1228/PCT		ORD	PCT/SE05/000643	WO2005107008		Published
Patent Cooperation Treaty			03-May-2005	10-Nov-2005
	Title:	Aperture antenna element
1230/PCT		PCT	200580023884.1	CN1985404		Published
China (Peoples Republic)			25-Jul-2005	20-Jun-2007
	Title:	Reflector assembly
1230/PCT		PCT	05760063.7	WO2006011844		Published
European Patent Convention			25-Jul-2005	02-Feb-2006
	Title:	Reflector assembly
1230/PCT		PCT	7598/DELNP/2006	7598/DELNP/2006		Published
India			25-Jul-2005	22-Jun-2007
	Title:	Reflector assembly
1230/PCT		ORD	PCT/SE2005/01178	WO2006011844		Published
Patent Cooperation Treaty			25-Jul-2005	02-Feb-2006
	Title:	Reflector assembly
1231/		PCT	07748171.1			Pending
European Patent Convention			25-May-2007
	Title:	Down Tilt Control Unit

1231/		ORD	PCT/SE2007/000507	WO2007/139467	Published
Patent Cooperation Treaty			25-May-2007	06-Dec-2007
	Title:	Down Tilt Control Unit
1232/		PCT	07808783.0		Pending
European Patent Convention			31-Aug-2007
	Title:	Antenna Filter Combination

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1232/		ORD	PCT/SE2007/000760	WO2008/033068		Published
Patent Cooperation Treaty			31-Aug-2007	20-Mar-2008
	Title:	Antenna Filter Combination
1233/		PCT	07752196.1			Pending
European Patent Convention			02-Mar-2007
	Title:	Enhanced Efficiency Feed Forward Power Amplifier with Delay Mismatched Error Cancellation Loop
1233/		ORD	PCT/US07/05480	WO2007/106337		Published
Patent Cooperation Treaty			02-Mar-2007	24-Apr-2008
	Title:	Enhanced Efficiency Feed Forward Power Amplifier with Delay Mismatched Error Cancellation Loop
1234/		PCT	07754157.1			Pending
European Patent Convention			29-Mar-2007
	Title:	Broadband Dual Polarized Base Station Antenna
1234/		ORD	PCT/US07/07593	WO 2007/126831		Published
Patent Cooperation Treaty			29-Mar-2007	08-Nov-2007
	Title:	Broadband Dual Polarized Base Station Antenna
1235/		PCT	06820900.6	EP1952479		Published
European Patent Convention			16-Nov-2006	06-Aug-2008
	Title:	Smart Pole
1235/		PRI	GR20050100576			Pending
Greece			22-Nov-2005
	Title:	Smart Pole

1235/		PCT			Published
India			16-Nov-2006
	Title:	Smart Pole
1235/		ORD	PCT/IB2006/003235	WO2007/060513	Published
Patent Cooperation Treaty			16-Nov-2006	31-May-2007
	Title:	Smart Pole

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1237/PCT		PCT	03784786.0	EP1529421		Published
European Patent Convention			18-Jul-2003	11-May-2005
	Title:	INSTALLATION SITES FOR HOUSING ELECTRONIC EQUIPMENT
1237/PCT		ORD	PCT/US03/22640	WO2004016057		Published
Patent Cooperation Treaty			18-Jul-2003	19-Feb-2004
	Title:	INSTALLATION SITES FOR HOUSING ELECTRONIC EQUIPMENT
1242/		PCT	07775931.4			Pending
European Patent Convention			20-Apr-2007
	Title:	System and Method for Estimation and Compensation of Radiated Feedback Coupling in a High Gain Repeater
1242/		ORD	PCT/US2007/09744	WO2007/124103		Published
Patent Cooperation Treaty			20-Apr-2007	01-Nov-2007
	Title:	System and Method for Estimation and Compensation of Radiated Feedback Coupling in a High Gain Repeater
1243/		PCT	0774861.2	EP2022139		Published
European Patent Convention			22-May-2007	11-Feb-2009
	Title:	Dual band antenna arrangement
1243/		ORD	PCT/SE2007/000497	WO2007/136333		Published
Patent Cooperation Treaty			22-May-2007	29-Nov-2007
	Title:	Dual band antenna arrangement
1244/		PCT	07809421.6			Pending
European Patent Convention			07-Jun-2007
	Title:	Smart antenna array over fiber

1244/		ORD	PCT/US2007/013597	WO 2007/146175	Published
Patent Cooperation Treaty			07-Jun-2007	15-May-2008
	Title:	Smart antenna array over fiber
1245/		ORD	PCT/US01/51250	WO0249102	Published
Patent Cooperation Treaty			29-Oct-2001	20-Jun-2002
	Title:	Support and cooling architecture for RF printed circuit boards having multi-pin square post type connectors for RF connectivity

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1251/ORD		ORD	07794123.5			Pending
European Patent Convention			22-Aug-2007
	Title:	Active Lighting Protection
1251/		ORD	PCT/SE2007/000739			Pending
Patent Cooperation Treaty			27-Aug-2007
	Title:	Active Lighting Protection
1252/		ORD	07808837.4			Pending
European Patent Convention			16-Mar-2008
	Title:	Method of manufacturing a traverse electric magnetic (TEM) mode transmission line and such transmission line
1252/PCT		ORD	PCT/SE2007/000834	WO2008036029		Published
Patent Cooperation Treaty			24-Sep-2007	27-Mar-2008
	Title:	Method of manufacturing a traverse electric magnetic (TEM) mode transmission line and such transmission line
1252/		PRI	0601971-5			Pending
Sweden			22-Sep-2006
	Title:	Method of manufacturing a traverse electric magnetic (TEM) mode transmission line and such transmission line
1253/		ORD	PCT/US07/19438			Pending
Patent Cooperation Treaty			06-Sep-2007
	Title:	Modular Pallet

1255/PCT		ORD	PCT/US2007/023807	WO2008060527	Published
Patent Cooperation Treaty			14-Nov-2007	22-May-2008
	Title:	Stability recovery for an on-frequency RF repeater with adaptive echo cancellation
1256/PCT		PCT	07808808.5		Pending
European Patent Convention			12-Sep-2007
	Title:	Communication solution for antennas
1256/PCT		PCT	553/KOLMP/2009		Pending
India			12-Sep-2007
	Title:	Communication solution for antennas

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1256/PCT		ORD	PCT/SE2007/000795	WO 2008/033076		Published
Patent Cooperation Treaty			12-Sep-2007	20-Mar-2008
	Title:	Communication solution for antennas
1257/		ORD	07445045.3			Pending
European Patent Convention			13-Dec-2007
	Title:	Over Voltage protection
1258/		PCT	018021146.1	CN1483242		Published
China (Peoples Republic)			22-Dec-2001	17-Mar-2004
	Title:	Feed forward amplifier loop control utilizing IF signal processing
1258/		ORD	PCT/US01/50560	WO02052718		Published
Patent Cooperation Treaty			22-Dec-2001	04-Jul-2002
	Title:	Feed forward amplifier loop control utilizing IF signal processing
1259/		ORD	PCT/US2007/025270			Pending
Patent Cooperation Treaty			11-Dec-2007
	Title:	Time division duplex forward-to-reverse transition signal generator
1260/		ORD	07023027.1	EP1992598		Published
European Patent Convention			28-Nov-2007	19-Nov-2008
	Title:	MICROWAVE DIELECTRIC CERAMIC
1260/		ORD	02823/CHE2007			Pending
India			30-Nov-2007
	Title:	MICROWAVE DIELECTRIC CERAMIC

1260/		ORD	PCT/GB2008/000023	WO2008/084199	Published
Patent Cooperation Treaty			07-Jan-2008	17-Jul-2008
	Title:	MICROWAVE DIELECTRIC CERAMIC
1260/		PRI	GB0700265.2		Pending
United Kingdom			08-Jan-2007
	Title:	MICROWAVE DIELECTRIC CERAMIC

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1261/001		PRI	GB0519804.9			Pending
United Kingdom			29-Sep-2005
	Title:	Microwave dielectric ceramic
1261/002		PRI	GB0518736.4			Pending
United Kingdom			15-Sep-2005
	Title:	Microwave dielectric ceramic
1261/003		PRI	GB0516421.5			Pending
United Kingdom			10-Aug-2005
	Title:	Microwave dielectric ceramic
1262/		ORD	PCT/US2008/000431	WO2008/088762		Published
Patent Cooperation Treaty			11-Jan-2008	24-Jul-2008
	Title:	An improved digital radio head system and method
1264/		ORD	PCT/US2008/000738			Pending
Patent Cooperation Treaty			22-Jan-2008
	Title:	Adaptive Echo Cancellation For An On-Frequency RF Repeater Using A Weighted Power Spectrum
1266/PR1		PRI	0408192.3			Pending
United Kingdom			13-Apr-2004
	Title:	Microwave Dielectric Ceramic
1266/PR2		PRI	0501259			Pending
United Kingdom			21-Jan-2005
	Title:	Microwave Dielectric Ceramic

1268/		ORD	PCT/US2008/02845	WO2008/109067	Published
Patent Cooperation Treaty			04-Mar-2008	12-Sep-2008
	Title:	Single Pole Vertically Polarized Variable Azimuth Beam Width Antenna for Wireless Network
1277/		ORD	PCT/US2008/004332	WO2008/124027	Published
Patent Cooperation Treaty			03-Apr-2008	16-Oct-2008
	Title:	Dual Stagger Offset-able Azimuth Beam Width Controlled Antenna for Wireless Network

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1278/		ORD	PCT/US2008/03176			Pending
Patent Cooperation Treaty			07-Mar-2008
	Title:	Dual staggered vertically polarized variable azimuth beam width antenna for wireless network
1279/PCT		ORD	PCT/US2008/007333	WO 2008/156633		Published
Patent Cooperation Treaty			11-Jun-2008	24-Dec-2008
	Title:	Triple Stagger Offsettable Azimuth Beam Width Controlled Antenna for Wireless Network
1280/		ORD	11/658,692			Pending
Patent Cooperation Treaty			26-Jan-2007
	Title:	A reflector, an antenna using a reflector and a manufacturing method for a reflector
1282/PCT		ORD	PCT/US2008/06473	WO 2008/147506		Published
Patent Cooperation Treaty			20-May-2008	04-Dec-2008
	Title:	ON FREQUENCY REPEATER WITH AGC STABILITY DETERMINATION
1283/		ORD	PCT/US2008/006284	WO2008/143971		Published
Patent Cooperation Treaty			16-May-2008	27-Nov-2008
	Title:	Remote Antenna Positioning Data Acquisition
1287/		ORD	PCT/US2008/010851			Pending
Patent Cooperation Treaty			18-Sep-2008
	Title:	Broadband coplanar antenna element
1289/PCT		ORD	PCT/US2008/11655			Pending
Patent Cooperation Treaty			10-Oct-2008
	Title:	Omni Directional Broadband coplanar antenna element

1290/		ORD	PCT/US2008/080050	Pending
Patent Cooperation Treaty			15-Oct-2008
	Title:	Dual Beam Sector Array using 3-column non-planar array with a simple 3-to-2 BFN
1293/		ORD	PCT/US2008/082697	Pending
Patent Cooperation Treaty			06-Nov-2008
	Title:	Variable Stagger Reflector for Azimuth Beam Width Controlled Antenna

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1295/PCT		ORD	PCT/US2008/084760			Pending
Patent Cooperation Treaty			16-Dec-2008
	Title:	Single Drive Variable Azimuth and Beam Tilt Antenna for Wireless Network
1303/		ORD				Pending
Sweden			18-Jan-2008
	Title:	Antenna arrangement with interleaved antenna elements
1305/		PRI	0800434-3		531442	Allowed
Sweden			25-Feb-2008		07-Apr-2009	25-Feb-2028
	Title:	Transverse phase shifter
1306/		ORD	PCT/SE2009/000009			Pending
Patent Cooperation Treaty			14-Jan-2009
	Title:	Improved Antenna Isolation II
1306/		PRI	0800435-0			Allowed
Sweden			25-Feb-2008
	Title:	Improved Antenna Isolation II
1307/		ORD	PCT/FI88/00163	WO 89/05046		Published
Patent Cooperation Treaty			07-Oct-1988	01-Jun-1989
	Title:	A TRANSMISSION LINE RESONATOR
1316/		ORD	03396067.5	EP1381162		Published
European Patent Convention			07-Dec-2002	14-Jan-2004
	Title:	Bypass arrangement for low-noise amplifier

1317/		PCT	2004PI06416	BR0406416	Published
Brazil			17-Mar-2004	04-Oct-2005
	Title:	Resonator filter
1317/		PCT	200480001282.1	CN1717838	Published
China (Peoples Republic)			17-Mar-2004	04-Jan-2006
	Title:	Resonator filter

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1317/		PCT	04721210.5	EP1604425		Published
European Patent Convention			17-Mar-2004	14-Dec-2005
	Title:	Resonator filter
1317/		PCT	1896/DELNP/2005			Pending
India			17-Mar-2004
	Title:	Resonator filter
1317/		ORD	PCT/FI2004/000152	WO2004084340		Published
Patent Cooperation Treaty			17-Mar-2004	30-Sep-2004
	Title:	Resonator filter
1318/		PRI	20040450	FI20040450		Published
Finland			25-Mar-2004	26-Sep-2005
	Title:	Directional coupler
1318/		ORD	WO2005FI50066	WO2005093896		Published
Patent Cooperation Treaty			07-Mar-2005	06-Oct-2005
	Title:	Directional coupler
1319/		PCT	PI0504770-6	PI0504770-6		Published
Brazil			03-Mar-2005	24-Oct-2006
	Title:	Arrangement for dividing a filter output signal
1319/		PCT	20058000283.9	CN1774832		Published
China (Peoples Republic)			03-Mar-2005	17-May-2006
	Title:	Arrangement for dividing a filter output signal

1319/		PCT	5481/DELNP/2006		Pending
India			03-Mar-2005
	Title:	Arrangement for dividing a filter output signal
1319/		ORD	PCT/FI2005/050060	WO2005/091426	Published
Patent Cooperation Treaty			03-Mar-2005	29-Sep-2005
	Title:	Arrangement for dividing a filter output signal

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1320/		PCT	PI0508116-5	PI0508116		Published
Brazil			04-Mar-2005	17-Jul-2007
	Title:	Input arrangement for a low-noise amplifier pair
1320/		PCT	200580009348.6	CN1938898		Published
China (Peoples Republic)			04-Mar-2005	28-Mar-2007
	Title:	Input arrangement for a low-noise amplifier pair
1320/		PCT	05717316.3	EP1728295		Published
European Patent Convention			04-Mar-2005	12-Jun-2006
	Title:	Input arrangement for a low-noise amplifier pair
1320/		PRI	20040433	FI20040433		Published
Finland			22-Mar-2004	23-Sep-2005
	Title:	Input arrangement for a low-noise amplifier pair
1320/		PCT	5481/DELNP/2006			Pending
India			04-Mar-2005
	Title:	Input arrangement for a low-noise amplifier pair
1320/		ORD	PCT/FI2005/050062	WO2005091428		Published
Patent Cooperation Treaty			04-Mar-2005	29-Sep-2005
	Title:	Input arrangement for a low-noise amplifier pair
1321/		PCT	PI0509428-3	PI0509428-3		Published
Brazil			29-Apr-2005	04-Sep-2007
	Title:	Bandstop filter

1321/		PCT	200580015023.9	CN1950971	Published
China (Peoples Republic)			29-Apr-2005	18-Apr-2007
	Title:	Bandstop filter
1321/		PCT	05738049.5	EP1756907	Published
European Patent Convention			29-Apr-2005	17-Nov-2005
	Title:	Bandstop filter

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1321/		PRI	20040672	FI20040672		Published
Finland			12-May-2004	13-Nov-2005
	Title:	Bandstop filter
1321/		PCT	6442/DELNP/2006			Pending
India			29-Apr-2005
	Title:	Bandstop filter
1321/		ORD	PCT/FI2005/050140	WO2005109565		Published
Patent Cooperation Treaty			29-Apr-2005	17-Nov-2005
	Title:	Bandstop filter
1322/		PCT	PI0504405-7	PI0504405-7		Published
Brazil			18-May-2005	24-Oct-2006
	Title:	Adjustable resonator filter
1322/		PCT	200580000659.6	CN1820390		Published
China (Peoples Republic)			18-May-2005	16-Aug-2006
	Title:	Adjustable resonator filter
1322/		PCT	05742054.9	EP1754276		Published
European Patent Convention			18-May-2005	22-Dec-2005
	Title:	Adjustable resonator filter
1322/		PRI	20040786	FI20040786		Published
Finland			08-Jun-2004	09-Dec-2005
	Title:	Adjustable resonator filter

1322/		PCT	5157/DELNP/2005		Pending
India			18-May-2005
	Title:	Adjustable resonator filter
1322/		ORD	PCT/FI2005/050170	WO2005122323	Published
Patent Cooperation Treaty			18-May-2005	22-Dec-2005
	Title:	Adjustable resonator filter

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1323/		PCT	PI0517114-8	BRPI0517114		Published
Brazil			07-Nov-2005	30-Sep-2008
	Title:	Filtering arrangement of antenna end
1323/		PCT	200580041668.x	CN101076948		Published
China (Peoples Republic)			07-Nov-2005	21-Nov-2007
	Title:	Filtering arrangement of antenna end
1323/		PCT	05803809.2	EP1817846		Published
European Patent Convention			07-Nov-2005	15-Aug-2007
	Title:	Filtering arrangement of antenna end
1323/		PCT	3772/DELNP/2007			Pending
India			07-Nov-2005
	Title:	Filtering arrangement of antenna end
1323/		ORD	PCT/FI2005/050400	WO2006058964		Published
Patent Cooperation Treaty			07-Nov-2005	08-Jun-2006
	Title:	Filtering arrangement of antenna end
1325/		PCT	18070079280			Pending
Brazil			18-May-2006
	Title:	Arrangement for steering radiation lobe of antenna
1325/		PCT	200680019488.6	CN101189758		Published
China (Peoples Republic)			18-May-2006	28-May-2008
	Title:	Arrangement for steering radiation lobe of antenna

1325/		PCT	06725956.4	EP1886380	Published
European Patent Convention			18-May-2006	13-Feb-2008
	Title:	Arrangement for steering radiation lobe of antenna
1325/		PRI	20055285	FI20055285	Published
Finland			03-Jun-2005	04-Dec-2006
	Title:	Arrangement for steering radiation lobe of antenna

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1325/		PCT	II/DELNP/2008			Pending
India			18-May-2006
	Title:	Arrangement for steering radiation lobe of antenna
1325/		ORD	PCT/FI2006/050199	WO2006128962		Published
Patent Cooperation Treaty			18-May-2006	07-Dec-2006
	Title:	Arrangement for steering radiation lobe of antenna
1326/		PCT	18070079831			Pending
Brazil			22-May-2006
	Title:	By-pass arrangement of a low noise amplifier
1326/		PCT	200680020196.4	CN101194431		Published
China (Peoples Republic)			22-May-2006	04-Jun-2008
	Title:	By-pass arrangement of a low noise amplifier
1326/		PCT	06725961.4	EP1889373		Published
European Patent Convention			22-May-2006	14-Dec-2006
	Title:	By-pass arrangement of a low noise amplifier
1326/		PCT	9277/DELNP/2007			Pending
India			22-May-2006
	Title:	By-pass arrangement of a low noise amplifier
1326/		ORD	PCT/FI2006/050204	WO2006131595		Published
Patent Cooperation Treaty			22-May-2006	14-Dec-2006
	Title:	By-pass arrangement of a low noise amplifier

1327/		PRI	20055511	FI20055511	Published
Finland			27-Sep-2005	28-Mar-2007
	Title:	TRANSMISSION LINE STRUCTURE
1327/		ORD	PCT/FI2006/050411	WO2007036607	Published
Patent Cooperation Treaty			26-Sep-2006	05-Apr-2007
	Title:	TRANSMISSION LINE STRUCTURE

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1328/		PRI	20055597	FI20055597		Published
Finland			09-Nov-2005	10-May-2007
	Title:	Arbitrary-length linear movement sliding-dielectric (loaded line) phase shifter system for beam-tilt antenna array
1332/		PCT	18080051244			Pending
Brazil			14-Feb-2007
	Title:	MCoulpler and tuning method for the directivity
1332/		PCT				Published
China (Peoples Republic)			14-Feb-2007
	Title:	MCoulpler and tuning method for the directivity
1332/		PCT	07704849.4	EP1989754		Published
European Patent Convention			14-Feb-2007	09-Jul-2007
	Title:	Directional Coupler
1332/		PRI	20065144	FI20065144		Published
Finland			28-Feb-2006	29-Aug-2007
	Title:	Directional Coulpler
1332/		PCT				Published
India			14-Feb-2007
	Title:	MCoulpler and tuning method for the directivity
1332/		ORD	PCT/FI2007/050079	WO2007099202		Published
Patent Cooperation Treaty			14-Feb-2007	07-Sep-2007
	Title:	MCoulpler and tuning method for the directivity

1333/		PCT	18080053676	Pending
Brazil			12-Jun-2006
	Title:	A new antenna structure and a method for its manufacture
1333/		PCT		Published
China (Peoples Republic)			12-Jun-2006
	Title:	A new antenna structure and a method for its manufacture

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1333/		PCT	06764415.3	FI20060000211		Published
European Patent Convention			12-Jun-2006	03-Feb-2006
	Title:	A new antenna structure and a method for its manufacture
1333/		PRI	20060211	FI20060211		Published
Finland			02-Mar-2006	03-Sep-2007
	Title:	A new antenna structure and a method for its manufacture
1333/		PCT	7460/DELNP/2008			Pending
India			12-Jun-2006
	Title:	A new antenna structure and a method for its manufacture
1333/		ORD	PCT/FI2006/000189	WO2007099194		Published
Patent Cooperation Treaty			12-Jun-2006	07-Sep-2007
	Title:	A new antenna structure and a method for its manufacture
1334/		PRI	20065317	FI20065317		Published
Finland			12-May-2006	13-Nov-2007
	Title:	DIRECTIONAL COUPLER (Suuntakytkin ripustetulla liuskajohtimella)
1334/		ORD	PCT/FI2007/050216	WO2007132061		Published
Patent Cooperation Treaty			23-Apr-2007	22-Nov-2007
	Title:	DIRECTIONAL COUPLER
1336/		PRI	20065272	FI20065272		Published
Finland			27-Apr-2006	28-Oct-2007
	Title:	Piezoelectric element for resonator tuning

1336/		ORD	PCT/FI2007/050198	WO2007125161	Published
Patent Cooperation Treaty			17-Apr-2007	08-Nov-2007
	Title:	Piezoelectric element for resonator tuning
1338/		ORD	09445008.7		Pending
European Patent Convention			18-Mar-2009
	Title:	Transmission line and a method production of a transmission line

Docket Number/Subcase Country Name		Case Type	Application Number/Date	Publication Number/Date	Patent Number/Date	Status Expiration Date
1338/		PRI	0800642-1			Pending
Sweden			19-Mar-2008
	Title:	Transmission line and a method production of a transmission line
1341/		PRI	08000827-8			Pending
Sweden			11-Apr-2008
	Title:	Improved Antenna Isolation I
1351/		DES	95-0478			Pending
Sweden			07-Mar-1995
	Title:	Antenna Device
1352/		DES	98-1464			Pending
Sweden			22-Jul-1998
	Title:	Enclosure for active ellectronics circuits
1353/		DES	98-1464			Pending
Sweden			22-Jul-1998
	Title:	Enclosure for active electronic circuits with an outer cover

Copyrights

Borrower and its Subsidiaries do not have any registered copyrights.

Schedule 4.15

Deposit Accounts and Securities Accounts

Bank	Account Name	Account Number	City/State	Country	Currency	Swift/aba
B of A	Southern California	0932600675	California	U.S.	USD	26009593
Deutsche Bank	Powerwave Technologies Inc	00413956	New York	U.S.	USD	BKTRUS33
Deutsche Bank	Powerwave Technologies Inc	029658300888	London	U.K.	EUR	DEUTGB2L
Deutsche Bank	Powerwave Technologies Inc	029658300030	London	U.K.	SEK	DEUTGB2L
Comerica	Controlled Disbursements	2176991699	California	U.S.	USD	MNBDUS33/121137522
Comerica	Payroll Acct	1891120139	California	U.S.	USD	MNBDUS33/121137522
Comerica	Operating Acct	1891120121	California	U.S.	USD	MNBDUS33/121137522
B of A	PWAV UK Shipley USD	600855038064	London	U.K.	USD	BOFAGB26
B of A	PWAV UK East Kilbride	600855038056	London	U.K.	GBP	BOFAGB24
B of A	PWAV UK Ceramics GBP	600855038048	London	U.K.	GBP	BOFAGB23
B of A	PWAV UK Shipley	600855038030	London	U.K.	EUR	BOFAGB19
B of A	PWAV UK Shipley GBP	600855038022	London	U.K.	GBP	BOFAGB22
B of A	PWAV UK Ltd	600855038014	London	U.K.	GBP	BOFAGB21
B of A	PWAV Technologies Inc	600826362020	London	U.K.	EUR	BOFAGB18
B of A	PWAV Technologies Inc	600826362012	London	U.K.	GBP	BOFAGB20
B of A	Powerwave oy	600826080010	London	U.K.	USD	BOFAGB25
PostGiro	Allgon Systems AB	46898300	Stockholm	Sweden	SEK
PostGiro	Powerwave Technologies Sweden AB	1490028	Stockholm	Sweden	SEK
SEB	Powerwave Sweden AB	58511054642	Stockholm	Sweden	SEK	ESSESESS
SEB	Powerwave Sweden AB	55651031812	Stockholm	Sweden	SEK	ESSESESS
SEB	Allgon Systems AB	55651031804	Stockholm	Sweden	SEK	ESSESESS
SEB	LGP Allgon Holding	55548281690	Stockholm	Sweden	USD	ESSESESS
SEB	Powerwave Technologies Sweden AB	55548263064	Stockholm	Sweden	EUR	ESSESESS

SEB	Powerwave Technologies Sweden AB	55548234371	Stockholm	Sweden	USD	ESSESESS
SEB	Powerwave Technologies Sweden AB	55548234363	Stockholm	Sweden	GBP	ESSESESS
SEB	MG Instrument	55541000262	Stockholm	Sweden	SEK	ESSESESS
SEB	Powerwave Technologies Sweden AB	53981006593	Stockholm	Sweden	SEK	ESSESESS
SEB	Powerwave Technologies Sweden AB	52551002834	Stockholm	Sweden	SEK	ESSESESS
SEB	LGP Allgon Holding	51361005742	Stockholm	Sweden	SEK	ESSESESS
SEB	Powerwave Technologies Sweden AB	51361003057	Stockholm	Sweden	SEK	ESSESESS
B of A	Pwav Netherlands BV	600417778016	Amsterdam	Netherlands	EUR	BOFANLNX
SEB	PWAV Tech France SAS	0004152702669	Paris	France	EUR	ESSEFRPXXXX
SEB	Powerwave Technologies Sweden AB	0004152602759	Paris	France	EUR	ESSEFRPXXXX
SEB	Powerwave Technologies Estonia OU - operating account	EE80101022003 6961019	Tallinn	Estonia	EEK/USD	EEUHEE2X
SEB	Powerwave Technologies Estonia OU -	EE20101022003 7378229	Tallinn	Estonia	EUR	EEUHEE2X
SEB	Powerwave Technologies Estonia OU - payroll account	EE14101022006 0520015	Tallinn	Estonia	EEK	EEUHEE2X
OCBC Bank	Powerwave Singapore PTE Ltd	701089476001		Singapore	SGD
OCBC Bank	Powerwave Singapore PTE Ltd	501172753201		Singapore	USD
B of A	PWAV Technologies Singapore Pte Ltd	621257854014		Singapore	SGD	BOFASG2X
B of A	PWAV Technologies Singapore Pte Ltd	621257854022		Singapore	USD	BOFASG2X

B of A	PWAV Technologies India pvt Ltd	621636563012	New Dehli	India	INR	BOFAIN4XDEL
Deutsche Bank	Powerwave Technologies R&D India Ltd	0575845-00-0	New Dehli	India	INR
Commerzbank Zrt.	Filtronic Comtek Hungary	14220108 21070008	Budapest	Hungary	EUR	COBA HU HXXXX
Commerzbank Zrt.	Filtronic Comtek Hungary	14220108 21070008	Budapest	Hungary	USD	COBA HU HXXXX
Commerzbank Zrt.	Filtronic Comtek Hungary	14220108 21070008	Budapest	Hungary	HUF	COBA HU HXXXX
Commerzbank Zrt.	Filtronic Comtek Hungary	14220108 21070008	Budapest	Hungary	GBP	COBA HU HXXXX
HSBC	Powerwave Corporation Ltd	500423355001		Hong Kong	HKD
HSBC	Powerwave Corporation Ltd	500423355292		Hong Kong	HKD
HSBC	Powerwave Corporation Ltd	500423355274		Hong Kong	USD
B of A	PWAV Technologies HK Ltd	605583304018		Hong Kong	HKD	BOFAHKHX
B of A	PWAV Technologies Inc	605583417019		Hong Kong	HKD	BOFAHKHX
B of A	PWAV Technologies HK Ltd	65583304026		Hong Kong	USD	BOFAHKHX
B of A	PWAV GmbH	601918563013	Frankfurt	Germany	EUR	BOFADEFX
B of A	PWAV Tech France SAS	601031155010	Paris	France	EUR	BOFAFRPP
Nordea	Powerwave Comtek Oy	20501800069539	Oulu	Finland	EUR	NDEAFIHH
Sampo	Powerwave Comtek Oy	80001601762389	Oulu	Finland	EUR	DABAFIHH
Nordea	Powerwave Comtek Oy	20506200001032	Oulu	Finland	GBP	NDEAFIHH
Nordea	Powerwave Comtek Oy	20506200001040	Oulu	Finland	USD	NDEAFIHH
B of A	Powerwave oy (FIN)	645117287016	Helsinki	Finland	EUR	BOFAGB2UFIN
B of A	Powerwave oy (FIN)	600826080010	Helsinki	Finland	USD
Industrial& Commercial Bank Of China	PWAV Technologies Ltd	1103-0208-099- 1400-3096	Wuxi	China	USD	ICBKCNBJWSI
Industrial& Commercial Bank Of China	PWAV Technologies Ltd	1103-0208-299- 1411-8415	Wuxi	China	USD	ICBKCNBJWSI
Industrial& Commercial Bank Of China	PWAV Technologies Ltd	1103-0208-090- 0000-9242	Wuxi	China	RMB	ICBKCNBJWSI

HSBC	Remec Wireless Telecommunication (Shanghai) Co., Ltd.	001-135185-057	Shanghai	China	USD	HSBCCNSH
China Citic Bank	Filtronic Suzhou Telecommunications Product Co Ltd.	705- 73238101828001 315-56	Suzhou	China	CNY
Bank of China	PWAV Technologies Ltd	3643-7608-093- 014	Wuxi	China	USD	BKCHCNBJ95C
Bank of China	PWAV Technologies Ltd	3643-7608-093- 001	Wuxi	China	RMB	BKCHCNBJ95C
Bank of China	Filtronic Suzhou Telecommunications Product Co Ltd.	101- 07516608091001	Suzhou	China	CNY
Bank of China	Filtronic Suzhou Telecommunications Product Co Ltd.	101- 07516608093014	Suzhou	China	USD
Bank of China	Filtronic Suzhou Telecommunications Product Co Ltd.	101- 07516608093038	Suzhou	China	EUR
Bank of China	Filtronic Suzhou Telecommunications Product Co Ltd.	101- 07516608094012	Suzhou	China	GBP
B of A	PWAV Suzhou	68110474014	Shanghai	China	USD	BOFACN3X
B of A	PWAV Suzhou CNY	684110474022	Shanghai	China	CNY	BOFACN3X
Agricultural Bank of China	REMEC Wireless Telecommunication (Shanghai) Co., Ltd	033940- 00040009142	Shanghai	China	CNY	ABOCCNBJ089
Agricultural Bank of China	REMEC Wireless Telecommunication (Shanghai) Co.,Ltd	09-371414040001848	Shanghai	China	USD	ABOCCNBJ090
B of A	PWAV Canada	711477227202	Toronto	Canada	CAD	BOFACATT
Itau Bank	PWAV Technologies	1608143796	São Paulo	Brazil	BRL	ITAUBRSP
Bradesco	PWAV Technologies	4501338005	São Paulo	Brazil	BRL	BBDEBRSPSPO
Bradesco	LGP Telecom	31141917951	São Paulo	Brazil	BRL	BBDEBRSPSPO
Santander	LGP Telecom	100-005002827	Buenos Aires, Capital Federal	Argentina	ARS	BSCHARBA

Schedule 4.17

Material Contracts

Milcom International, Inc. 1995 Stock Option Plan.

Powerwave Technologies, Inc. 1996 Stock Incentive Plan

Powerwave Technologies, Inc. 1996 Director Stock Option Plan

Form of Indemnification Agreement with executive officers and members of the board of directors.

Powerwave Technologies, Inc. 2000 Stock Option Plan

Powerwave Technologies, Inc. 2002 Stock Option Plan

Powerwave Technologies, Inc. 2005 Stock Incentive Plan

Powerwave Technologies Executive Officer Cash Compensation Plan

Extended and Restated 1996 Employee Stock Purchase Plan

Manufacturing Services and Supply Agreement between Powerwave and Celestica Corporation dated as of November 1, 2002, as amended to date.

Manufacturing Services and Supply Agreement between Powerwave and Venture Corporation Limited dated as of January 13, 2003.

Repair Services Agreement between Powerwave and VM Services, Inc. dated June 26, 2003.

Amended and Restated Change in Control Agreement dated as of August 13, 2008, between Powerwave and Ronald J. Buschur.

Amended and Restated Change in Control Agreement dated as of August 13, 2008, between Powerwave and Kevin T. Michaels.

Amended and Restated Severance Agreement dated as of August 13 2008, between Powerwave and Ronald J. Buschur.

Amended and Restated Severance Agreement dated as of August 13, 2008, between Powerwave and Kevin T. Michaels.

Letter Agreement regarding Change of Control Benefits between Powerwave and J. Marvin MaGee dated December 17, 2008.

Letter Agreement Regarding Change of Control Benefits between Powerwave and Khurram Sheikh dated December 17, 2008.

Manufacturing Services Agreement dated December 30, 2007 between Powerwave and Sanmina-SCI Corporation.

Letter Agreement Regarding Change of Control Benefits between Powerwave and Basem Anshasi dated December 17, 2008.

3.875% Convertible Notes Documents

1.875% Convertible Notes Documents

Schedule 4.19

Permitted Indebtedness

$2,680,711 in letters of credit (face amount).

$150,000,000 principal amount plus accrued interest under the 3.875% Convertible Notes.

$157,000,000 principal amount plus accrued interest under the 1.875% Convertible Notes.

Schedule 4.20

Payment of Taxes

Powerwave Hungary Kft. has not filed income tax returns for 2006 and 2007 and also has not filed VAT returns for 2008.

Powerwave Netherlands B.V has not filed income tax returns for 2007.

Powerwave Technologies India Private Limited has not filed tax returns for the years ending December 31, 2006, March 31, 2007 and March 31, 2008.

The aggregate maximum tax liability for the above entities for the returns noted does not exceed $700,000.

Schedule 4.25

Locations of Inventory and Equipment

Equipment and/or Inventory is located at the following Powerwave locations:

a. 1801 East Saint Andrew Place, Santa Ana, California 92705

b. Poikmae 1, Tanassilma Technopark, Saku Vald, Harju County 76401, Estonia.

c. 33 Huo Ju Road, Suzhou New District, SND Hi-Tech Industrial Park, Suzhou Jiangsu Province, Peoples Republic of China 215009.

Powerwave stores finished goods inventory at a third party warehouse in Carson, California that is managed by Stevens Global Logisitics. The address is 2760 E. El Presido, Carson, California.

Certain of Powerwave’s customers maintain logistics hubs or warehouses and Powerwave ships finished goods inventory to such warehouses. The inventory remains the property of Powerwave until the customer pulls the inventory and notifies Powerwave. The logistics hubs are either operated by a third party or by the customer.

In addition, in the ordinary course of business Powerwave occasionally provides limited quantities of products and test equipment to customers for evaluations or trials.

Schedule 5.1

Financial Statements, Reports, Certificates

Deliver to Agent, with copies to each Lender, each of the financial statements, reports, or other items set forth set forth below at the following times in form satisfactory to Agent:

as soon as available, but in any event within 30 days (45 days in the case of a month that is the end of one of Borrower’s fiscal quarters) after the end of each month during each of Borrower’s fiscal years (each such date, the “Monthly Deadline”),

(a) (i) an unaudited consolidated and consolidating balance sheet, income statement, and statement of cash flow covering Borrower’s and its Subsidiaries’ operations during such period, together with (A) a report showing the figures for the corresponding fiscal period of the immediately preceding fiscal year in comparative form, and (B) a comparison of such financial statements to the figures set forth in the portion of the Projections covering such fiscal period, and (ii) a Compliance Certificate; provided that, notwithstanding the foregoing, the statement of cash flow shall only be required to be delivered in the case of a month that is the end of one of Borrower’s fiscal quarters; provided, further, however, that if Borrower has included any of the items listed in clause (a) above in a report filed with the SEC by the applicable Monthly Deadline, then in lieu of the foregoing Borrower may (x) provide Agent written notice (in the Compliance Certificate or elsewhere) no later than 1 Business Day after the applicable Monthly Deadline that Borrower has included such items in a report filed with the SEC and describe in reasonable detail the report and the items included therein and (y) deliver to Agent no later than 1 Business Day after the applicable Monthly Deadline copies of any items listed in clause (a) above that were not included in any report filed with the SEC by the applicable Monthly Deadline and a Compliance Certificate.

as soon as available, but in any event within 90 days after the end of each of Borrower’s fiscal years (each such date, the “Annual Deadline”),

(b) (i) consolidated and consolidating financial statements of Borrower and its Subsidiaries for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 7(a) of the Agreement), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such accountants’ letter to management), together with (x) a report showing the figures for the immediately preceding fiscal year in comparative form, and (y) a comparison of such financial statements to the figures set forth in the portion of the Projections for such fiscal year, and (ii) a Compliance Certificate; provided, however, that if Borrower has filed any of the items listed in clause (b) above in its Form 10-K annual report with the SEC by the applicable Annual Deadline, then in lieu of the foregoing Borrower may (1) provide Agent written notice (in the Compliance Certificate or elsewhere) no later than 1 Business Day after the applicable Annual Deadline that Borrower has filed its 10-K with the SEC and (2) deliver to Agent no later than 1 Business Day after the applicable Annual Deadline copies of any items listed in clause (b) above that were not included in the Form 10-K annual report filed with the SEC and a Compliance Certificate.

as soon as available, but in any event within 30 days prior to the start of each of Borrower’s fiscal years,

(c) copies of Borrower’s Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, month by month, certified by the chief financial officer of Borrower as being such officer’s good faith estimate of the financial performance of Borrower during the period covered thereby.

if and when filed by Borrower,

(d) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (e) any other filings made by Borrower with the SEC, and (f) any other information that is provided by Borrower to its shareholders generally.

promptly, but in any event within 5 Business Days after Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default,	(g) notice of such event or condition and a statement of the curative action that Borrower proposes to take with respect thereto.
promptly after the commencement thereof, but in any event within 7 Business Days after the service of process with respect thereto on Borrower or any of its Subsidiaries,	(h) notice of all actions, suits, or proceedings brought by or against Borrower or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to result in a Material Adverse Change.
upon the request of Agent,	(i) any other information reasonably requested relating to the financial condition of Borrower or its Subsidiaries.

Fiscal Years of Borrower’s Subsidiaries:

Name of Subsidiary (jurisdiction of incorporation)	Local Country Statutory Year End (NOT Powerwave fiscal year end)
Allgon Systems AB (Sweden)	Calendar
Cognition Networks LLC (Florida)	Florida - Assumed Powerwave Fiscal
Filtronic (Suzhou) Telecommunication Products Co. Ltd. (China)	Calendar
LGP Allgon Holding AB (Sweden)	Calendar
LGP Telecom (Shanghai) Ltd. (China)	Calendar
LGP Telecom Ltda (Brazil)	Calendar
MG Instrument AB (Sweden)	Calendar
Microwave Ventures, Inc. (Philippines)	Calendar
Powerwave Asia, Inc. (Delaware)	Delaware - Assumed Powerwave Fiscal
Powerwave China Holdings SRL (Barbados)	Calendar
Powerwave Cognition, Inc. (Delaware)	Delaware - Assumed Powerwave Fiscal
Powerwave Comtek Oy (Finland)	Calendar
Powerwave Corporation Limited (Hong Kong)	Calendar
Powerwave Europe, Inc. (Delaware)	Delaware - Assumed Powerwave Fiscal
Powerwave Finland Oy (Finland)	Calendar
Powerwave Holdings Philippines, Inc. (Philippines)	Calendar
Powerwave Hungary Kft (Hungary)	Calendar
Powerwave International Holdings SRL (Barbados)	Calendar
Powerwave Netherlands B.V. (Netherlands)	Calendar
Powerwave Overseas Holding Limited (UK)	Calendar

Powerwave Oy (Finland)	Calendar
Powerwave Singapore Pte. Ltd. (Singapore)	Calendar
Powerwave Sweden AB (Sweden)	Calendar
Powerwave Technologies (Suzhou) Co. Ltd. (China)	Calendar
Powerwave Technologies (Wuxi) Co. Ltd. (China)	Calendar
Powerwave Technologies Brazil Comercio de Equipamentos de Telecomunicacao Ltda (Brazil)	Calendar
Powerwave Technologies Canada, Ltd. (Canada)	Powerwave Fiscal
Powerwave Technologies Estonia OU (Estonia)	Calendar
Powerwave Technologies France SAS (France)	Calendar
Powerwave Technologies Germany GmbH (Germany)	Calendar
Powerwave Technologies Hong Kong Limited (Hong Kong)	Calendar
Powerwave Technologies India Private Limited (India)	3/31
Powerwave Technologies Research and Development India PVT Ltd. (India)	3/31
Powerwave Technologies Singapore Pte Ltd (Singapore)	Calendar
Powerwave Technologies Sweden Holdings AB (Sweden)	Calendar
Powerwave Technologies UK Limited (UK)	Calendar
Powerwave Technologies Sweden AB (Sweden)	Calendar
Powerwave UK Limited (UK)	Powerwave Fiscal
P-Wave Ltd (Israel)	Calendar
REMEC Manufacturing Philippines, Inc. (Philippines)	1/31
REMEC Wireless Telecommunication (Shanghai) Co. Ltd. (China)	Calendar
RMPI LLC (California)	1/31

Schedule 5.2

Collateral Reporting

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 if Availability is less than $20,000,000 as of the first Business Day of any week, then such documents shall be delivered weekly until the first day upon which Availability is greater than $20,000,000,	(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 valorem taxes, 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.

EX-10.28

Exhibit 10.28

WAIVER, CONSENT, AMENDMENT NUMBER ONE TO CREDIT AGREEMENT AND

AMENDMENT NUMBER ONE TO SECURITY AGREEMENT

This WAIVER, CONSENT, AMENDMENT NUMBER ONE TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO SECURITY AGREEMENT (this “Amendment”), dated as of December 31, 2009, 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 FOOTHILL, LLC, a Delaware limited liability company, as the arranger and administrative agent for the Lenders (“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 Events of Default have occurred and are continuing under Section 8.2(a) of the Credit Agreement (collectively, the “Designated Events of Default”): (a) on August 24, 2009, Powerwave Technologies (Wuxi) Co. Ltd. declared and paid a dividend of $17,294,236.53 to Powerwave Overseas Holdings Limited (“POHL”) in violation of Section 6.9 of the Credit Agreement, (b) on September 25, 2009, Powerwave Comtek OY. declared and paid a dividend of EUR 15,700,000 to POHL in violation of Section 6.9 of the Credit Agreement, (c) on December 1, 2009, POHL repurchased 4,725,161 shares of its common Stock held by Powerwave Technologies Sweden AB for £4,725,161 in violation of Section 6.9 of the Credit Agreement, (d) Borrower failed to deliver to Agent the Collateral reporting required by clauses (b) – (f) of Schedule 5.2 of the Credit Agreement for the week commencing on November 30, 2009, the week commencing on December 7, 2009, the week commencing on December 14, 2009, and the week commencing on December 21, 2009, and (e) Borrower failed to deliver to Agent certain pledge agreements, pledged interests addendum and/or appropriate certificates and powers or financing statements, hypothecating at least 65% of the total outstanding voting Stock of Powerwave Technologies (Thailand) Ltd. (collectively, the “Deliverables”) by the deadline set forth in Section 5.11(b) of the Credit Agreement;

WHEREAS, Borrower has requested that Agent and Lenders (a) waive the Designated Events of Default; and (b) extend the deadline set forth in Section 5.11(b) of the Credit Agreement for the delivery of the Deliverables to Agent;

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.

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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 definition of “EBITDA” as follows:

““EBITDA” means, with respect to any fiscal period, determined on a consolidated basis in accordance with GAAP, Borrower’s consolidated net earnings (or loss) for such period, minus, extraordinary gains, foreign currency translation gains, and interest income for such period, plus, (a) non-cash extraordinary losses, non-cash restructuring charges, and non-cash impairment charges for such period, (b) interest expense for such period, (c) income taxes for such period, (d) depreciation and amortization for such period, (e) non-cash stock compensation charges for such period, (f) cash restructuring charges for the fiscal year 2009 in an aggregate amount not to exceed $3,000,000, and (g) foreign currency translation losses for such period; provided that, anything to the contrary contained in the foregoing notwithstanding, the calculation of Borrower’s consolidated net earnings (or loss) for any period shall not include any of Borrower’s gains resulting from its repurchase of the 1.875% Convertible Notes or the 3.875% Convertible Notes.”

(b) The definition of “Permitted Intercompany Advances” appearing in Schedule 1.1 to the Credit Agreement is hereby amended by (i) deleting the phrase “$20,000,000” appearing therein and (ii) replacing such phrase with “$15,000,000”.

(c) Section 7(a) of the Credit Agreement is hereby amended by amending and restating the table in such section in its entirety as follows:

“Applicable Amount	Applicable Period
$27,000,000	For the 12 month period ended April 4, 2010
$28,000,000	For the 12 month period ended July 4, 2010
$27,000,000	For the 12 month period ended October 3, 2010
$29,000,000	For the 12 month period ended January 2, 2011 and for each 12 month period ended as of the end of each fiscal quarter thereafter”

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(d) Section 9.1 of the Credit Agreement is hereby amended by adding the following sentence immediately after clause (b) thereof:

“Upon the occurrence and during the continuation of an Event of Default, upon the instruction of the Required Lenders, Agent shall exercise all other rights and remedies available to it or the Lenders under the Loan Documents or under applicable law.”

(e) Section 15.1 of the Credit Agreement is hereby amended by amending and restating the first sentence thereof as follows:

“Each Lender hereby designates and appoints WFF as its agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes Agent to execute and deliver each of the other Loan Documents on its behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as agent for and on behalf of the Lenders (and the Bank Product Providers) on the conditions contained in this Section 15.”

(f) Schedule 5.2 to the Credit Agreement is hereby amended by (i) deleting the reference to “$20,000,000” appearing therein and (b) replacing such phrase with “$15,000,000”.

3. Amendment to Security Agreement. The definition of “Triggering Event” appearing in Section 1.1(eee) of the Security Agreement is hereby amended by (i) deleting the reference to “$20,000,000” appearing therein and (ii) replacing such phrase with “$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 (a) waive the Designated Events of Default and (b) extend the deadline set forth in Section 5.11 of the Credit Agreement for the delivery to Agent of the Deliverables to January 15, 2010; 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. Consent. 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 consent to (a) the payment of a non-cash dividend by Powerwave Hungary Kft to POHL in the form of forgiveness of the intercompany loan owed by POHL to Powerwave Hungary Kft, (b) the payment of a non-cash dividend by Powerwave Technologies Germany GmbH to Powerwave Technologies Sweden AB in the form of forgiveness of the intercompany loan owed by Powerwave Technologies Sweden AB to Powerwave Technologies Germany GmbH, (c) the payment of non-cash capital contributions by Powerwave Technologies Sweden AB to Powerwave Technologies Brazil Comercio de Equipamentos de Telecomunicacao Ltda and LGP Telecom Ltda. in the form of forgiveness of the intercompany loans owed by Powerwave Technologies Brazil Comercio de Equipamentos de Telecomunicacao Ltda and LGP Telecom Ltda. to Powerwave Technologies Sweden AB.

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6. Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment (and the Consent contained within 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, in immediately available funds, the Amendment Fee referred to in Section 9(b) hereof;

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

(c) 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);

(d) 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, Agent, or any Lender; and

(e) 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.

7. Representations and Warranties. Borrower hereby represents and warrants to Agent and the Lenders 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) 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, (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) 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, 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

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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.

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

(a) as of December 31, 2009, the aggregate outstanding principal amount of the Loans under the Credit Agreement was $5,184,036.72 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 itself and for the benefit of the Lenders, has and shall continue to have valid, enforceable and perfected first-priority liens upon and security interests in substantially all of the assets of Borrower (subject only to Permitted Liens), granted to Agent, for itself and the benefit of the Lenders, 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 Agent and the Lenders thereto 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 Agreement 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

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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) Agent and each Lender are and shall be entitled to the rights, remedies and benefits provided for in the Loan Documents and under applicable law or at equity.

9. Payment of Costs and Fees.

(a) 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 and each Lender) incurred in connection with the preparation, negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto.

(b) Borrower shall pay to Agent an amendment fee in the amount of $35,000 (“Amendment Fee”) which Amendment Fee shall be retained by Agent (solely for its account and for the account of its Affiliates that are Lenders, but not for the account of any other Lender). Such Amendment Fee shall be fully earned and non-refundable on the date hereof.

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

(a) THE VALIDITY OF THIS AGREEMENT, 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 AGREEMENT 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 AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

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11. 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 Agent and each Lender, 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 Agent or any Lender 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, demands, or causes of action 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,

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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.

12. 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 and security interests 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 security interests, 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.

13. 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 Agent or any Lender 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 the Lenders 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.

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(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”.

14. 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.

15. 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.

16. 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.

17. 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.

18. 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 electronic mail 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 electronic mail 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.

19. 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]

9

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:

Name:

Title:

[SIGNATURE PAGE TO WAIVER, CONSENT, AMENDMENT NUMBER ONE TO CREDIT AGREEMENT

AND AMENDMENT NUMBER ONE TO SECURITY AGREEMENT WAIVER]

WELLS FARGO FOOTHILL, LLC,

a Delaware limited liability company,

as Agent and as a Lender

By:

Name:

Title:

[SIGNATURE PAGE TO WAIVER, CONSENT, AMENDMENT NUMBER ONE TO CREDIT AGREEMENT

AND AMENDMENT NUMBER ONE TO SECURITY AGREEMENT WAIVER]

EX-21.1

Exhibit 21.1

Name of subsidiary (jurisdiction of incorporation)

Cognition Networks LLC (Florida)

Filtronic (Suzhou) Telecommunication Products Co. Ltd. (China)

LGP Telecom (Shanghai) Ltd. (China)

LGP Telecom Ltda (Brazil)

Microwave Ventures, Inc. (Philippines)

Powerwave Asia, Inc. (Delaware)

Powerwave Cognition, Inc. (Delaware)

Powerwave Comtek Oy (Finland)

Powerwave Corporation Limited (Hong Kong)

Powerwave Finland Oy (Finland)

Powerwave Holdings Philippines, Inc. (Philippines)

Powerwave Hungary Kft (Hungary)

Powerwave Overseas Holding Limited (UK)

Powerwave Oy (Finland)

Powerwave Singapore Pte. Ltd. (Singapore)

Powerwave Technologies (Suzhou) Co. Ltd. (China)

Powerwave Technologies (Wuxi) Co. Ltd. (China)

Powerwave Technologies Brazil Comercio de Equipamentos de Telecomunicacao Ltda (Brazil)

Powerwave Technologies Canada, Ltd. (Canada)

Powerwave Technologies Estonia OU (Estonia)

Powerwave Technologies France SAS (France)

Powerwave Technologies Germany GmbH (Germany)

Powerwave Technologies Hong Kong Limited (Hong Kong)

Powerwave Technologies India Private Limited (India)

Powerwave Technologies Research and Development India PVT Ltd. (India)

Powerwave Technologies Singapore Pte Ltd (Singapore)

Powerwave Technologies Sweden AB (Sweden)

Powerwave Technologies (Thailand) Limited (Thailand)

Powerwave UK Limited (UK)

P-Wave Ltd (Israel)

REMEC Manufacturing Philippines, Inc. (Philippines)

REMEC Wireless Telecommunication (Shanghai) Co. Ltd. (China)

RMPI LLC (California)

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements Nos. 333-20549, 333-65459, 333-38568, 333-88836, 333-129922 and 333-148139 on Form S-8 of our reports dated February 19, 2010, relating to the financial statements and financial statement schedule of Powerwave Technologies, Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s adoption of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 740, “Income Taxes,” in 2007, and the effectiveness of Powerwave Technologies, Inc.’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Powerwave Technologies, Inc. for the year ended January 3, 2010.

/s/ DELOITTE & TOUCHE LLP

Costa Mesa, California

February 19, 2010

EX-31.1

Exhibit 31.1

CEO CERTIFICATION

I, Ronald J. Buschur, certify that:

1. I have reviewed this Annual Report on Form 10-K of Powerwave Technologies, Inc. (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: February 19, 2010	By:	/s/ RONALD J. BUSCHUR
		Ronald J. Buschur
		President and Chief Executive Officer
		Powerwave Technologies, Inc.

EX-31.2

Exhibit 31.2

CFO CERTIFICATION

I, Kevin T. Michaels, certify that:

1. I have reviewed this Annual Report on Form 10-K of Powerwave Technologies, Inc. (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: February 19, 2010	By:	/s/ KEVIN T. MICHAELS
		Kevin T. Michaels
		Chief Financial Officer
		Powerwave Technologies, Inc.

EX-32.1

Exhibit 32.1

CEO CERTIFICATION OF PERIODIC REPORT

I, Ronald J. Buschur, Chief Executive Officer of Powerwave Technologies, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1. the Annual Report on Form 10-K of the Company for the annual period ended January 3, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 19, 2010	By:	/s/ RONALD J. BUSCHUR
		Ronald J. Buschur
		President and Chief Executive Officer
		Powerwave Technologies, Inc.

EX-32.2

Exhibit 32.2

CFO CERTIFICATION OF PERIODIC REPORT

I, Kevin T. Michaels, Chief Financial Officer of Powerwave Technologies, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1. the Annual Report on Form 10-K of the Company for the annual period ended January 3, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 19, 2010	By:	/s/ KEVIN T. MICHAELS
		Kevin T. Michaels
		Chief Financial Officer
		Powerwave Technologies, Inc.