**Exhibit 10.37**

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**SILICON VALLEY BANK**

**SPECIALTY FINANCE DIVISION**

 

**AMENDMENTTOACCOUNTS RECEIVABLE FINANCING AGREEMENT**

 

THIS AMENDMENT TOACCOUNTS RECEIVABLE FINANCING AGREEMENT****is entered into between SILICON VALLEYBANK (“Bank”) and INTERWAVE COMMUNICATIONS, INC. (“Borrower”), as ofJune 28, 2004.

 

The Parties agreeto amend the Accounts Receivable Financing Agreement between them, datedJune 30, 2003 (as amended, the “Financing Agreement”) as follows,effective as of the date hereof. (Capitalized terms used but not defined in this Amendment, shall havethe meanings set forth in the Financing Agreement.)

 

**1.****                                     ****Facility Period.**  Thedefinition of “Facility Period” in Section 1 of the Financing Agreement,which presently reads as follows:

 

“‘Facility Period’ is the period beginning on this date and continuinguntil one year from the date of this Agreement, unless the period is terminatedsooner by Bank with notice to Borrower or by Borrower under Section 3.6.

 

is amended to read as follows:

 

“ ‘Facility Period’ is the period beginning on this date and continuinguntil June 30, 2005, provided that (i) the Facility Period shallautomatically be extended for additional periods of one year each, unlesseither party gives written notice to the other party that it elects not toterminate the Facility Period, and (ii) either party may terminate the FacilityPeriod with written notice to the other party at any time.”

 

**2.****                                     ****Reduction in Applicable Rate.** The definition of “Applicable Rate” in Section 1of the Financing Agreement, which presently reads as follows:

 

“‘Applicable Rate’ is 1% per month.”

 

is amended to read as follows:

 

“‘Applicable Rate’ is 0.85% per month.”

 

**3.****                                     ****Facility Fee.** Section 3.4 of the Financing Agreement, whichpresently reads as follows:

 

“3.4. Facility Fee. A fully earned, non-refundable total facility feeof $15,000 combined for this Agreement and the Exim Agreement, reduced by anyfees payable to Exim Bank under Section 2A of the Exim Agreement.”

 

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is amended to read as follows:

 

“3.4. Facility Fee. A facility fee of $30,000 for the twelve-monthperiod ending June 30, 2005 and for each twelve-month period thereafter,payable $7,500 on June 30, 2004 and $7,500 on the last day of eachcalendar quarter thereafter.  Each$7,500 installment is fully earned on the date due and is non-refundable.”

 

**4.****                                     ****Representations True.** Borrowerrepresents and warrants to Bank that all representations and warranties setforth in the Financing Agreement, as amended hereby, are true and correct.

 

**5.****                                     ****General Provisions.* ***This Amendment, the Financing Agreement,any prior written amendments to the Financing Agreement signed by Bank andBorrower, and the other written documents and agreements between Bank andBorrower set forth in full all of the representations and agreements of theparties with respect to the subject matter hereof and supersede all priordiscussions, representations, agreements and understandings between the partieswith respect to the subject hereof. Except as herein expressly amended, all of the terms and provisions ofthe Financing Agreement, and all other documents and agreements between Bankand Borrower shall continue in full force and effect and the same are herebyratified and confirmed.  

 
|   | Borrower:                      | Bank:                           |
|--------|--------------------------------|---------------------------------|
|   |                           |                            |
|   | INTERWAVE COMMUNICATIONS, INC. | SILICON VALLEY BANK             |
|   |                           |                            |
|   |                           |                            |
|   | By                             |   /s/ Cal R. Hoagland |   | By |   /s/ Illegible |   |
|   | Title                          |   SVP and CFO         |   | Title |   SVP |   |
|        |                                |                                 |  |  |  |  |  |  |  |  |  |

 

 

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