ex10-1.htm


    FIRST
AMENDMENT

    TO

    LOAN
AND SECURITY AGREEMENT

    


    This
First Amendment to Loan and Security Agreement (this “Amendment”) is entered
into as of August 13, 2008, by and between COMERICA BANK (“Bank”) and PROXIM
WIRELESS CORPORATION (“Borrower”).

     

    RECITALS

     

    Borrower
and Bank are parties to that certain Loan and Security Agreement dated as of
March 28, 2008, as it may be amended from time to time (the
“Agreement”).  The parties desire to amend the Agreement in accordance
with the terms of this Amendment.

     

    NOW,
THEREFORE, the parties agree as follows:

     

    1.           The
definition of “Revolving Line” set forth in Exhibit A to the Agreement is hereby
amended and restated to read in its entirety as follows:

     

    “‘Revolving
Line’” means a Credit Extension (inclusive of any amounts outstanding under the
Letter of Credit Sublimit, the Credit Card Services Sublimit and the Foreign
Exchange amount) of up to $7,500,000, subject to the provisions of Section
2.1(b)(vii).”

    


    2.           Section
2.1(b)(i) of the Agreement is hereby amended and restated to read in its
entirety as follows:

     

    “(i)
Amount.  Subject
to and upon the terms and conditions of this Agreement (1) Borrower may request
Advances in an aggregate outstanding amount not to exceed the lesser of (A) the
Revolving Line or (B) the Borrowing Base, less any amounts outstanding under the
Letter of Credit Sublimit, the Credit Card Services Sublimit and the Foreign
Exchange Sublimit, and (2) amounts borrowed pursuant to this Section 2.1(b) may
be repaid at any time prior to the Revolving Maturity Date, at which time all
Advances under this Section 2.1(b) shall be immediately due and payable.
Borrower may prepay any Advances without penalty or
premium.  Notwithstanding anything to the contrary set forth herein,
effective as of August 13, 2008, Borrower acknowledges and agrees that it shall
not request, and Bank shall have no obligation to make, any Advances
(formula-based or non-formula based).”

    


    3.           New
Section 2.1(b)(vii) is hereby added to the Agreement to read in its entirety as
follows:

     

    “(vii)           Mandatory Repayment.
Borrower shall repay outstanding Advances, plus accrued and unpaid interest
thereon, in an amount sufficient to cause the aggregate outstanding balance of
Advances to be reduced to (a) $750,000 by September 1, 2008 and (b) $0 by
September 15, 2008.”

    


    4.           Section
2.2 of the Agreement is hereby amended and restated to read in its entirety as
follows:

     

    “2.2           Overadvances.  If
the aggregate amount of the outstanding Advances exceeds the lesser of the
Revolving Line (inclusive of the aggregate amounts outstanding under the Letter
of Credit Sublimit, the Credit Card Services Sublimit and the Foreign Exchange
Sublimit) or the Borrowing Base at any time, Borrower shall immediately pay to
Bank, in cash, the amount of such excess.”

     

    5.           Section
2.3(i) of the Agreement is hereby amended and restated to read in its entirety
as follows:

     

    “(i)           Advances.  Except
as set forth in Section 2.3(b), the Advances shall bear interest, on the
outstanding daily balance thereof, at a variable rate equal to (a) from the
Closing Date through and including June 3, 2008, 0.50% above the Prime Rate and
(b) from June 4, 2008 and thereafter, 1.70% above the Prime Rate.”

     

     

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    6.           The
first clause of Section 6.2(a) of the Agreement is hereby amended and restated
to read in its entirety as follows:

     

    “Each
Tuesday by 11:00 pm P.S.T. for the immediately preceding week,”

    


    7.           Section
6.7(a) of the Agreement is hereby amended and restated to read in its entirety
as follows:

     

    “(a)           Minimum Cash. A
balance of Cash at Bank of not less then the current aggregate amount of
Advances outstanding, to be maintained at all times and tested
daily.”

     

    8.           Exhibits
D and E to the Agreement are hereby deleted and replaced with Exhibits D and E
attached hereto.

     

    9.           No
course of dealing on the part of Bank or its officers, nor any failure or delay
in the exercise of any right by Bank, shall operate as a waiver thereof, and any
single or partial exercise of any such right shall not preclude any later
exercise of any such right.  Bank’s failure at any time to require
strict performance by Borrower of any provision shall not affect any right of
Bank thereafter to demand strict compliance and performance.  Any
suspension or waiver of a right must be in writing signed by an officer of
Bank.

     

    10.           Unless
otherwise defined, all initially capitalized terms in this Amendment shall be as
defined in the Agreement.  The Agreement, as amended hereby, shall be
and remain in full force and effect in accordance with its respective terms and
hereby is ratified and confirmed in all respects.  Except as expressly
set forth 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 Bank under the Agreement, as in effect prior to the date
hereof.

     

    11.           Borrower
represents and warrants that the Representations and Warranties contained in the
Agreement are true and correct as of the date of this Amendment, and that,
except as set forth in the waiver letter agreement between Borrower and Bank to
be executed in connection with this Amendment, no Event of Default has occurred
and is continuing.

     

    12.           As
a condition to the effectiveness of this Amendment, Bank shall have received, in
form and substance satisfactory to Bank, the following:

     

    (a)           this
Amendment, duly executed by Borrower;

     

    (b)           a
Certificate of the Secretary of Borrower with respect to incumbency and
resolutions authorizing the execution and delivery of this
Amendment;

     

    (c)           a
nonrefundable amendment fee in the amount of $5,000, which may be debited from
any of Borrower’s accounts;

     

    (d)           all
reasonable Bank Expenses incurred through the date of this Amendment, which may
be debited from any of Borrower’s accounts; and

     

    (e)           such
other documents, and completion of such other matters, as Bank may reasonably
deem necessary or appropriate.

     

    13.           This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one
instrument.

     

    


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    IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the first
date above written.

     

    

      
        	 	
                PROXIM
      WIRELESS CORPORATION

              
	 	 
      
	 	 
      
	 	
                By:
      /s/ Brian J.
      Sereda

              
	 	 
      
	 	
                Title:
      Chief Financial
      Officer

              
	 	 
      
	 	 
      
	 	
                COMERICA
      BANK

              
	 	 
      
	 	 
      
	 	
                By:
      /s/ Guy
      Simpson

              
	 	 
      
	 	
                Title:
      Vice
      President

              


      



     

     

     

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