Exhibit 10.84


 


Silicon
Valley Bank


 


Amendment to Loan Documents


 


Borrower:             Proxim Corporation


 


Dated as
of:           May 9, 2005


 


This Amendment
to Loan Documents is entered into between Silicon Valley Bank (“Bank”) and the
borrower named above (“Borrower”), with reference to the following facts:


 


Bank and the
Borrower are parties to the following: the Loan and Security Agreement between
them, dated December 27, 2002 (the “Loan Agreement”), the Accounts Receivable
Financing Agreement dated June 13, 2003 (the “Accounts Agreement”), the Amended
Overadvance LC Rider dated October 31, 2003 to the Accounts Agreement (as
amended from time to time, the “Overadvance LC Rider”), and the documents,
instruments and agreements relating thereto (with the Loan Agreement, the Accounts
Agreement, and the Overadvance LC Rider, and as may be amended from time to
time, collectively, the “Loan Documents”). (Capitalized terms used but not
defined in this Amendment, shall have the meanings set forth in the Accounts
Agreement.)


 


Effective as
of the above referenced date, the parties agree as follows:


 


1.             Delete Financial
Covenants.  Section
6.2 (O) of the Accounts Agreement entitled “Financial Covenants” is hereby deleted
from the Accounts Agreement.


 


2.             Delete Overadvance LC Facility.  The parties agree that no further Overadvance
LCs will be issued. Concurrently and at all times hereafter, Borrower shall
cause all outstanding Letters of Credit to be secured by cash in an amount
equal to the greater of (i) 105% of the total face amount of all outstanding
Letters of Credit, or (ii) $100,000 plus 100% of the total face amount of all
outstanding Letters of Credit; and Borrower shall execute and deliver Bank’s
standard form cash pledge agreements in connection therewith, and shall cause
the same to continue in full force and effect for so long as there is any
liability or obligation on the part of the Bank relating to the Letters of
Credit.


 


3.             Representations True.  Borrower represents and warrants to Bank that
all representations and warranties set forth in the Accounts Agreement, as
amended hereby, and the other Loan Documents (other than the Loan Agreement,
the representations in which were replaced by those in the Accounts Agreement)
are true and correct.


 


4.             General Provisions. This Amendment, and the other Loan
Documents set forth in full all of the representations and agreements of the
parties with respect to the subject matter hereof and supersede all prior
discussions, representations, agreements and understandings between the parties
with respect to the subject hereof. Except as herein expressly amended, all of
the terms and provisions of the Overadvance LC Rider, and all other Loan
Documents shall continue in full force and effect and the same are hereby
ratified and confirmed.


 


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IN WITNESS
WHEREOF, the parties hereto have executed this Amendment to Overadvance LC
Rider as of the date first above written.


 


	
  Borrower: 

  	
  Bank:

  
	
   

  	
   

  
	
  PROXIM
  CORPORATION

  	
  SILICON
  VALLEY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  /s/ Michael
  Angel

  	
   

  	
  By

  	
  /s/ Maria
  Fisher Leaf

  	
   

  
	
   

  	
  President or Vice President

  	
   

  	
  Title

  	
  Senior Vice
  President

  	
   

  
							



 


 


CONSENT


 


Each of the
undersigned acknowledges that its consent to the foregoing Amendment is not
required, but the undersigned nevertheless do hereby consent to the foregoing
Amendment and to the documents and agreements referred to therein and to all future
modifications and amendments thereto, and any termination thereof, and to any
and all other present and future documents and agreements between or among the
foregoing parties. Nothing herein shall in any way limit any of the terms or
provisions of the Continuing Guaranty of the undersigned, all of which are
hereby ratified and affirmed.


 


	
  Proxim
  Wireless Networks, Inc.

  	
   

  	
  Wirelesshome
  Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
    /s/
  Michael Angel

  	
   

  	
  By

  	
    /s/
  Michael Angel

  	
   

  
	
  Name

  	
   

  	
  Michael
  Angel

  	
   

  	
  Name

  	
  Michael Angel

  	
   

  
	
  Title

  	
   

  	
  EVP &
  CFO

  	
   

  	
  Title

  	
  EVP & CFO

  	
   

  
											



 


 


Proxim International Holdings,
Inc.


(formerly Western Multiplex
International


Holdings, Inc.)


 


 


	
  By

  	
    /s/
  Michael Angel

  	
   

  
	
  Name

  	
   

  	
  Michael Angel

  	
   

  
	
  Title

  	
   

  	
  EVP &
  CFO

  	
   

  
						



 


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