Powerwave Technologies Inc Sample Contracts

Powerwave Technologies Inc – CREDIT AGREEMENT dated as of September 11, 2012 among POWERWAVE TECHNOLOGIES, INC., as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO, as Lenders, and P-WAVE HOLDINGS, LLC, as Agent (January 17th, 2013)

CREDIT AGREEMENT (this “Agreement”), dated as of September 11, 2012, 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”), POWERWAVE TECHNOLOGIES, INC., a Delaware corporation, as Borrower, and P-WAVE HOLDINGS, LLC, as Agent.

Powerwave Technologies Inc – POWERWAVE TECHNOLOGIES, INC. FORM OF WARRANT TO PURCHASE COMMON STOCK (November 9th, 2012)

This Warrant to Purchase Common Stock (this “Warrant”) is issued pursuant to the terms of the Credit Agreement, dated as of September [ ], 2012, by and among the Company, as borrower, and the lenders signatory thereto and P-WAVE HOLDINGS, LLC, as Agent (the “Credit Agreement”). Unless otherwise indicated, capitalized terms used in this Warrant shall have the respective meanings ascribed to such terms in the Credit Agreement.

Powerwave Technologies Inc – SECURITY AGREEMENT By POWERWAVE TECHNOLOGIES, INC., as Borrower and THE GUARANTORS PARTY HERETO FROM TIME TO TIME and P-WAVE HOLDINGS, LLC, as the Agent Dated as of September 11, 2012 (November 9th, 2012)

This SECURITY AGREEMENT dated as of September 11, 2012 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by Powerwave Technologies, Inc., a Delaware corporation (the “Borrower”), and the Guarantors from to time to time party hereto, if any (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of P-WAVE HOLDINGS, LLC, in its capacity as the agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Agent”).

Powerwave Technologies Inc – CREDIT AGREEMENT dated as of September 11, 2012 among POWERWAVE TECHNOLOGIES, INC., as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO, as Lenders, and P-WAVE HOLDINGS, LLC, as Agent (November 9th, 2012)

CREDIT AGREEMENT (this “Agreement”), dated as of September 11, 2012, 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”), POWERWAVE TECHNOLOGIES, INC., a Delaware corporation, as Borrower, and P-WAVE HOLDINGS, LLC, as Agent.

Powerwave Technologies Inc – POWERWAVE TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENT (November 9th, 2012)

This Agreement is being made pursuant to (i) the Credit Agreement, dated as of September 11, 2012, by and among the Company, as borrower, and the Lender Parties (the “Credit Agreement”) and (ii) the Warrants issued on the Closing Date and from time to time pursuant to Section 2.03 of the Credit Agreement. Unless otherwise indicated, capitalized terms used in this Agreement shall have the respective meanings ascribed to such terms in the Credit Agreement.

Powerwave Technologies Inc – Amendment to Bylaws (October 31st, 2012)
Powerwave Technologies Inc – POWERWAVE TECHNOLOGIES ANNOUNCES NEW CREDIT AGREEMENT (September 12th, 2012)

SANTA ANA, Calif., September 12, 2012 – Powerwave Technologies, Inc. (Nasdaq:PWAV), a global supplier of end-to-end wireless solutions for wireless communications networks, today announced that it has entered into a new $50 million senior secured credit agreement with P-Wave Holdings, LLC, an affiliate of The Gores Group. Under the credit agreement, the lenders advanced $35 million to the Company, less fees and expenses, and agreed to loan an additional $15 million to the Company upon request from the Company subject to the fulfillment of certain conditions. The new credit agreement also includes an accordion feature that allows the Company to request up to an additional $100 million in term loans from the lenders, which they may advance in their discretion. Proceeds from advances under the new credit agreement will be used to finance working capital and for general corporate purposes.

Powerwave Technologies Inc – Amendment to License and Manufacturing Agreement (August 22nd, 2012)

This amendment is made on the 16th date of August, 2012, by and between Powerwave Technologies, Inc., a Delaware corporation whose principal office is at 1801 E. St. Andrew Place, Santa Ana, California 92705 (“Licensor”), on the one hand, and Shenzen Tatfook Technology Co., Ltd., a company established under the laws of the People’s Republic of China, whose principal office is at 3rd Industrial Area of Shajing Industrial Company, Haoziang Road, Shajing Town, Bao’ an District, Shenzhen, 518104, Peoples Republic of China (“Licensee”), on the other hand. (Licensor and Licensee are hereinafter collectively referred to as the “Parties” and each individually as a “Party.”)

Powerwave Technologies Inc – LICENSE AND MANUFACTURING AGREEMENT (August 10th, 2012)

This LICENSE AND MANUFACTURING AGREEMENT (this “Agreement”) is made this 24th day of April, 2012 by and between by and between Powerwave Technologies, Inc., a Delaware corporation whose principal office is at 1801 E. St. Andrew Place, Santa Ana, California 92705 (“Licensor”), on the one hand, and Shenzen Tatfook Technology Co., Ltd., a company established under the laws of the People’s Republic of China, whose principal office is at 3rd Industrial Area of Shajing Industrial Company, Haoziang Road, Shajing Town, Bao’ an District, Shenzhen, 518104, Peoples Republic of China (“Licensee”), on the other hand. (Licensor and Licensee are hereinafter collectively referred to as the “Parties,” and each individually as a “Party.”)

Powerwave Technologies Inc – Asset Purchase Agreement Shenzhen Tatfook Technology Co. Ltd as Purchaser Filtronic (Suzhou) Telecommunication Products Co. Ltd. as Seller April 24, 2012 (August 10th, 2012)

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 24, 2012, by and between Shenzhen Tatfook Technology Co. Ltd., a company established and exists under the laws of the People’s Republic of China (“PRC”), whose registered address is at 3rd Industrial Area of Shajing Industrial Development Limited, Haoxiang Road, Bao’an District, Shenzhen, PRC (“Purchaser”), and Filtronic (Suzhou) Telecommunication Products Co. Ltd., a wholly-owned foreign enterprise established and exists under the laws of the PRC, whose registered address is at 33 Huo Ju Road, Suzhou New District, SND Hi-Tech Industrial Park, Suzhou 215009, Jiangsu Province, PRC (“Seller”). Purchaser and Seller are hereinafter collectively referred to as the “Parties”, and individually as a “Party”.

Powerwave Technologies Inc – SUPPLY AGREEMENT (August 10th, 2012)

THIS AGREEMENT (the “Agreement”) is effective as of (the “Effective Date”), by and between POWERWAVE TECHNOLOGIES, INC. a Delaware corporation having a principal place of business at 1801 East Saint Andrew Place, Santa Ana, California 92705, on behalf of itself and its affiliates or majority-owned subsidiaries (collectively “Powerwave”) and Shenzhen Tatfook Technology Co. Ltd. , a company established under the laws of the Peoples Republic of China having its principal place of business at 3rd Industrial Area of Shajing Industrial Company, Haoziang Road, Shajing Town, Bao’ an District, Shenzhen, 518104, Peoples Republic of China, on behalf of itself and its affiliates or subsidiaries (“Supplier”). Powerwave and Supplier are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Powerwave Technologies Inc – MAY 03, 2012 / 09:00PM GMT, PWAV - Q1 2012 Powerwave Technologies Earnings Conference Call CORPORATE PARTICIPANTS Tom Spaeth Powerwave Technologies, Inc. - VP and Treasurer Kevin Michaels Powerwave Technologies, Inc. - President and CEO Ron Buschur Powerwave Technologies, Inc. - CFO and Secretary CONFERENCE CALL PARTICIPANTS Mike Walkley Canaccord Genuity - Analyst Jason North Jefferies & Company - Analyst Amer Tiwana BRT Capital Markets - Analyst Randy Laufman Imperial Capital - Analyst Arun Seshadri Credit Suisse - Analyst PRESENTATION Operator (May 7th, 2012)

Good day, ladies and gentlemen, and welcome to the first-quarter 2012 Powerwave Technologies earnings conference call. My name is Lisa and I will be your operator for today. At this time, all participants are in listen-only mode. Later, we will conduct a question-and-answer session. (Operator Instructions). As a reminder, this conference is being recorded for replay purposes.

Powerwave Technologies Inc – Powerwave Technologies Announces That Shenzhen Tatfook to Acquire Selected Assets of Powerwave’s Chinese Manufacturing Operations Companies Also Agree to Long-Term Manufacturing and Supply Agreement (April 25th, 2012)

SANTA ANA, Calif.--(BUSINESS WIRE)--April 25, 2012--Powerwave Technologies, Inc. (NASDAQ:PWAV), and Shenzhen Tatfook Technology Co. Ltd. today announced that they have entered into a definitive agreement under which Tatfook will acquire selected assets of Powerwave’s China manufacturing facility and will provide Powerwave with a long-term manufacturing and supply agreement. Tatfook will purchase certain assets from Filtronic (Suzhou) Telecommunication Products Co. Ltd, which is the subsidiary of Powerwave that owns and operates Powerwave’s China manufacturing operation, for US$12.5 million which will be fully paid on closing. The transaction is expected to close during the current quarter, and includes the assumption of selected facility leases in Suzhou, the purchase of certain equipment, inventory and offers of employment to employees located in Powerwave’s China manufacturing operations.

Powerwave Technologies Inc – AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT, CONSENT AND WAIVER (February 28th, 2012)

This AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT, CONSENT AND WAIVER (this “Amendment”), dated as of July 19, 2011, is entered into by and among POWERWAVE TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (formerly known as Wells Fargo Foothill, LLC), as the arranger and administrative agent for the Lender Group (“Agent”), and in light of the following:

Powerwave Technologies Inc – AGREEMENT OF PURCHASE AND SALE by and between POWERWAVE TECHNOLOGIES, INC., a Delaware corporation, as SELLER and AG NET LEASE ACQUISITION CORP., a Delaware corporation, as BUYER (February 28th, 2012)

THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”) dated as of October 17, 2011 (the “Effective Date”), is by and between POWERWAVE TECHNOLOGIES, INC., a Delaware corporation (“Seller”), and AG NET LEASE ACQUISITION CORP., a Delaware corporation (“Buyer”).

Powerwave Technologies Inc – LEASE AGREEMENT by and between AGNL ANTENNA, L.P., a Delaware limited partnership as LANDLORD and POWERWAVE TECHNOLOGIES, INC., a Delaware corporation, as TENANT (February 28th, 2012)

LEASE AGREEMENT (as amended, supplemented or modified, this “Lease”), made as of this 21st day of October, 2011 (the “Effective Date”), between AGNL ANTENNA, L.P., a Delaware limited partnership (together with its successors and assigns “Landlord”), with an address at c/o Angelo, Gordon & Co., L.P., 245 Park Avenue, 26th Floor New York, New York 10167-0094, and POWERWAVE TECHNOLOGIES, INC., a Delaware corporation (together with its successors and permitted assigns, “Tenant”) with an address at 1801 E. St. Andrew Place, Santa Ana, California 92705.

Powerwave Technologies Inc – AMENDMENT NUMBER SIX TO CREDIT AGREEMENT AND WAIVER (February 28th, 2012)

This AMENDMENT NUMBER SIX TO CREDIT AGREEMENT AND WAIVER (this “Amendment”), dated as of December 29, 2011, is entered into by and among POWERWAVE TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (formerly known as Wells Fargo Foothill, LLC), as the arranger and administrative agent for the Lender Group (“Agent”), and in light of the following:

Powerwave Technologies Inc – Powerwave Technologies Reports Third Quarter Results (November 1st, 2011)

Net sales in the third quarter of fiscal 2011 were $77.1 million, compared with $156.8 million in the third quarter of fiscal 2010. Powerwave also reported a third quarter GAAP net loss of $35.1 million, which includes $1.8 million of non-cash equity based compensation expense and $2.1 million of non-cash debt discount amortization, interest accretion and a net loss on the repurchase of debt, all associated with certain outstanding debt and $0.1 million of restructuring charges. For the third quarter of 2011, the net loss equates to a basic loss per share of $1.09. (Please note that the loss per share amount reflects the impact of the 1-for-5 reverse stock split of Powerwave’s outstanding common stock which was effective as of October 28, 2011.) This compares with net income of $7.9 million, or diluted earnings per share of 24 cents in the prior year period. For the third quarter of fiscal 2011, excluding the debt discount amortization, interest accretion, a net loss on the repurchase

Powerwave Technologies Inc – NEWS RELEASE (October 28th, 2011)
Powerwave Technologies Inc – NEWS RELEASE (October 18th, 2011)
Powerwave Technologies Inc – Powerwave Technologies Reports Second Quarter Results (August 4th, 2011)

SANTA ANA, Calif.--(BUSINESS WIRE)--August 4, 2011--Powerwave Technologies, Inc. (Nasdaq:PWAV), a global supplier of end-to-end wireless solutions for wireless communications networks, today reported preliminary results for its second quarter ended July 3, 2011.

Powerwave Technologies Inc – POWERWAVE TECHNOLOGIES, INC. 2.75% Convertible Senior Subordinated Notes due 2041 INDENTURE Dated as of July 26, 2011 DEUTSCHE BANK TRUST COMPANY AMERICAS TRUSTEE (July 26th, 2011)

INDENTURE dated as of July 26, 2011 between POWERWAVE TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation duly organized and existing under the laws of the State of New York (the “Trustee”).

Powerwave Technologies Inc – NEWS RELEASE (July 21st, 2011)
Powerwave Technologies Inc – Powerwave Technologies Reports First Quarter Results (May 5th, 2011)

SANTA ANA, Calif.--(BUSINESS WIRE)--May 5, 2011--Powerwave Technologies, Inc. (NASDAQ:PWAV), a global supplier of end-to-end solutions for wireless communications networks, today reported preliminary results for its first quarter ended April 3, 2011.

Powerwave Technologies Inc – Amendment to Bylaws adopted on March 18, 2011 (March 21st, 2011)
Powerwave Technologies Inc – AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT AND WAIVER AND AMENDMENT NUMBER THREE TO SECURITY AGREEMENT (February 17th, 2011)

This AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT AND WAIVER AND AMENDMENT NUMBER THREE TO SECURITY AGREEMENT (this “Amendment”), dated as of January 31, 2011, is entered into by and among POWERWAVE TECHNOLOGIES, INC., a Delaware corporation (“Borrower”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below defined Credit Agreement, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), and WELLS FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company (formerly known as Wells Fargo Foothill, LLC), as the arranger and administrative agent for the Lender Group (“Agent”), and in light of the following:

Powerwave Technologies Inc – Powerwave Technologies Reports Fourth Quarter Results (February 1st, 2011)

SANTA ANA, Calif.--(BUSINESS WIRE)--February 1, 2011--Powerwave Technologies, Inc. (Nasdaq:PWAV), a global supplier of end-to-end wireless solutions for wireless communications networks, today reported preliminary results for its fourth quarter ended January 2, 2011.

Powerwave Technologies Inc – POWERWAVE TECHNOLOGIES, INC. STOCK AWARD AGREEMENT UNDER 2010 OMNIBUS INCENTIVE PLAN (November 3rd, 2010)

THIS STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of ___________, 20__ by and between ______________________ (hereinafter referred to as “Grantee”) and Powerwave Technologies, Inc., a Delaware corporation (hereinafter referred to as the “Company”), pursuant to the Company’s 2010 Omnibus Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.

Powerwave Technologies Inc – POWERWAVE TECHNOLOGIES, INC. STOCK APPRECIATION RIGHTS AWARD AGREEMENT UNDER 2010 OMNIBUS INCENTIVE PLAN (November 3rd, 2010)

THIS STOCK APPRECIATION RIGHTS AWARD AGREEMENT (the “Agreement”) is entered into as of ____________, 20__ (the “Grant Date”), by Powerwave Technologies, Inc., a Delaware corporation (the “Company”), and _____________ (the “Grantee”) pursuant to the Company’s 2010 Omnibus Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.

Powerwave Technologies Inc – POWERWAVE TECHNOLOGIES, INC. STOCK OPTION AGREEMENT UNDER 2010 OMNIBUS INCENTIVE PLAN (November 3rd, 2010)

This Stock Option Agreement (the “Agreement”) is entered into as of [Date], by and between POWERWAVE TECHNOLOGIES, INC., a Delaware corporation (“Company”), and [Name] (“Optionee”) pursuant to the Company’s 2010 Omnibus Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the meaning ascribed to it in the Plan.

Powerwave Technologies Inc – POWERWAVE TECHNOLOGIES, INC. RESTRICTED STOCK AWARD AGREEMENT UNDER 2010 OMNIBUS INCENTIVE PLAN (November 3rd, 2010)

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of (date) by and between (name) (hereinafter referred to as “Purchaser”) and Powerwave Technologies, Inc., a Delaware corporation (hereinafter referred to as the “Company”), pursuant to the Company’s 2010 Omnibus Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.

Powerwave Technologies Inc – POWERWAVE TECHNOLOGIES, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER 2010 OMNIBUS INCENTIVE PLAN (November 3rd, 2010)

Powerwave Technologies, Inc. (the “Company”) has on the Award Date specified above granted to ______________________________ (“Grantee”) an award (the “Award”) to receive that number of restricted stock units (the “Restricted Stock Units”) indicated above in the box labeled “Number of Units,” each Restricted Stock Unit representing the right to receive one share of the Company’s Common Stock, $.0001 par value per share (the “Common Stock”), subject to certain restrictions and on the terms and conditions contained in this Award and the Powerwave Technologies, Inc. 2010 Omnibus Incentive Plan (the “Plan”). Any terms not defined herein shall have the meaning set forth in the Plan.

Powerwave Technologies Inc – Powerwave Technologies Reports Third Quarter Results (October 28th, 2010)

SANTA ANA, Calif.--(BUSINESS WIRE)--October 28, 2010--Powerwave Technologies, Inc. (Nasdaq:PWAV), a global supplier of end-to-end wireless solutions for wireless communications networks, today reported preliminary results for its third quarter ended October 3, 2010.

Powerwave Technologies Inc – THIRD AMENDMENT TO RIGHTS AGREEMENT (October 7th, 2010)

THIS THIRD AMENDMENT TO RIGHTS AGREEMENT (this “Third Amendment”) is made as of this 4th day of October, 2010, to amend the Rights Agreement, dated as of June 1, 2001, by and between Powerwave Technologies, Inc., a Delaware corporation (the “Company”) and Computershare Trust Company, N.A. (successor rights agent to U.S. Stock Transfer Corporation) (the “Rights Agent”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Rights Agreement (as defined below).

Powerwave Technologies Inc – Powerwave Technologies Reports Second Quarter Results (August 3rd, 2010)

SANTA ANA, Calif.--(BUSINESS WIRE)--August 2, 2010--Powerwave Technologies, Inc. (Nasdaq:PWAV), a global supplier of end-to-end wireless solutions for wireless communications networks, today reported preliminary results for its second quarter ended July 4, 2010.