PROXIM CORP
EXHIBIT 10.65
<DOCUMENT>
<TYPE>EX-10.65
<SEQUENCE>2
<FILENAME>f98873exv10w65.txt
<DESCRIPTION>EXHIBIT 10.65
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.65

SILICON VALLEY BANK

                     AMENDMENT TO LOAN DOCUMENTS AND WAIVER

BORROWER:         PROXIM CORPORATION

DATED AS OF:      OCTOBER 31, 2003

         This Amendment to Loan Documents and Waiver 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, 2,002 (the "Loan
Agreement"), the Accounts Receivable Financing Agreement dated June 13, 2003
(the "Accounts Agreement"), and the documents, instruments and agreements
relating thereto (with the Loan Agreement, and the Accounts Agreement,
collectively, the "Loan Documents"), (Capitalized terms used but not defined in
this Amendment, shall have the meanings set forth in the Accounts Agreement.)

         The parties agree as follows:

         1. AMENDED OVERADVANCE LC RIDER. The existing Overadvance LC Rider to
the Accounts Agreement is hereby amended in its entirety, effective on the date
hereof, to read as set forth in the Amended Overadvance LC Rider attached
hereto, and the same is hereby made a part of the Accounts Agreement.

         2. LIMITED WAIVER. Silicon waives compliance by the Borrower with the
financial covenant set forth in Section 6.2(O)(1) of the Accounts Agreement
through September 30, 2003. This waiver does not constitute a waiver of the
Borrower's obligation to meet said covenant (as modified herein) after September
30, 2003, nor does it constitute a waiver of any other term or provision of the
Accounts Agreement or any related document, nor an agreement to waive in the
future this covenant or any other term or provision of the Accounts Agreement or
any related document.

         3. MODIFICATION TO FINANCIAL COVENANT. Section 6.2(O)(1) of the
Accounts Agreement, which presently reads as follows:

                  "(1) Borrower shall, at all times maintain Cash and Cash
                  Equivalents with Bank and Bank's affiliates in an amount not
                  less than $8,000,000; provided that a failure to do so shall
                  not constitute an Event of Default

<PAGE>

                  hereunder if, at all times that Borrower fails to meet said
                  covenant Borrower has a Quick Ratio of at least 5.0 to 1. If
                  at any time Borrower fails to have Cash and Cash Equivalents
                  with Bank and Bank's affiliates in an amount not less than
                  $8,000,000 and fails to have a Quick Ratio of at least 5.0 to
                  1, the same shall constitute an Event of Default hereunder."

is amended to read as follows, effective October 1, 2003:

                  "(1) Borrower shall, at all times maintain Cash and Cash
                  Equivalents with Bank and Bank's affiliates in an amount not
                  less than $4,000,000; provided that a failure to do so shall
                  not constitute an Event of Default hereunder if, at all times
                  that Borrower fails to meet said covenant Borrower has a Quick
                  Ratio of at least 5.0 to 1. If at any time Borrower fails to
                  have Cash and Cash Equivalents with Bank and Bark's affiliates
                  in an amount not less than $4,000,000 and fails to have a
                  Quick Ratio of at least 5.0 to 1, the same shall constitute an
                  Event of Default hereunder."

         4. MODIFICATION TO NEGATIVE COVENANTS.

                  (a)      Section 6.3 of the Accounts Agreement, which
                           presently reads as follows:

                           "6.3 Negative Covenants. Borrower will not do any of
                           the following without Bank's prior written consent;

                           "(A) Assign, transfer, sell or grant, or permit any
                           lien or security interest in the Collateral.

                           "(B) Convey, sell, lease, transfer or otherwise
                           dispose of the Collateral.

                           "(C) Create, incur, assume, or be liable for any
                           indebtedness.

                           "(D) Become an `Investment company' or a company
                           controlled by an `Investment company,' under the
                           Investment Company Act of 1940 or undertake as one of
                           its important activities extending credit to purchase
                           or carry margin stock, or use the proceeds of any
                           Advance for that purpose; fail to meet the minimum
                           funding requirements of ERISA, permit a Reportable
                           Event or Prohibited Transaction, as defined in ERISA,
                           to occur; fail to comply with the Federal Fair Labor
                           Standards Act or violate any, other law or
                           regulation, or permit any of its subsidiaries to do
                           so.

is amended to read as follows, effective June 13, 2003:

                           "6.3 Negative Covenants. Borrower will not do any of
                           the following without Bank's prior written consent:

                                                                             -2-
<PAGE>



                           "(A) Permit any lien or security interest in the
                           Collateral except for Permitted Liens (as such term
                           is defined on Exhibit I hereto."

                           (B) Convey, sell, lease, transfer or otherwise
                           dispose of the Collateral except for Permitted
                           Transfers (as such term is defined on Exhibit 1
                           hereto).

                           (C) Create, incur, assume, or be liable for any
                           indebtedness except for Permitted Indebtedness (as
                           such term is defined on Exhibit 1 hereto)

                           "(D) Become an `Investment company' or a company
                           controlled by an `Investment company,' under the
                           Investment Company Act of 1940 or undertake as one of
                           its important activities extending credit to purchase
                           or carry margin stock, or use the proceeds of any
                           Advance for that purpose; fail to meet the minimum
                           funding requirements of ERISA, permit a Reportable
                           Event or Prohibited Transaction, as defined in ERISA,
                           to occur; fail to comply with the Federal Fair Labor
                           Standards Act or violate any other law or regulation,
                           or permit any of its subsidiaries to do so."

         (b) Exhibit 1 hereto is hereby added to the Accounts Agreement as
Exhibit 1 thereto.

      5. LITIGATION. Borrower has advised Silicon that it is a party to that
certain lawsuit, entitled "Symbol Technologies, Inc. v. Proxim Incorporated"
(U.S. District Court for the District of Delaware, Case No. 01-801-SLR) (with
any related cases, the "Litigation"). Borrower shall, and shall cause its
attorneys to, keep Silicon and its attorneys advised as to all material
developments in the Litigation forthwith upon the occurrence thereof. Without
limiting any of the Events of Default in the Loan Documents, any of the
following shall constitute an Event of Default under the Loan Agreement, the
Accounts Agreement and the other Loan Documents, upon Silicon giving Borrower
written notice that it has elected to declare an Event of Default based on the
same (which shall be a matter of Silicon's sole discretion): (i) any judgment
shall be entered against Borrower in the Litigation; (ii) any restraining order
or injunction shall be issued against Borrower in the Litigation; or (iii) a
material adverse development in the Litigation occurs; or (iv) Borrower shall
breach the covenant herein to keep, and to cause its attorneys to keep, Silicon
and its attorneys advised as to all material developments in the Litigation
forthwith upon the occurrence thereof.

      6. WARBURG PINCUS AGREEMENT. Borrower represents and warrants that it has
entered into an Amended and Restated Securities Purchase Agreement dated October
__, 2003 with the parties to the original Securities Purchase Agreement dated as
of July 22, 2003 among Borrower and the purchasers named therein (the "Original
Securities Purchase Agreement"), which Amended and Restated Securities Purchase
Agreement provides for an additional $10 million in loans to the Borrower, in
addition to the $30 million in loans previously made to the Borrower, and
Borrower has provided Silicon with a true and correct copy of the same.

                                                                             -3-
<PAGE>

      7. FEE. In consideration for Bank entering into this Amendment, Borrower
shall concurrently pay Silicon a fee in the amount of $10,000, which is fully
earned on the date hereof, is non-refundable and is in addition to all interest
and other fees and charges payable to Silicon. Silicon is authorized to charge
said fee to Borrower's loan account or to any of Borrower's deposit accounts.

      8. 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.

      9. GENERAL PROVISIONS. This Amendment, the Accounts Agreement, any prior
written amendments to the Accounts Agreement signed by Bank and Borrower, 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 Accounts Agreement,
and all other documents and agreements between Bank and. Borrower shall continue
is in full force and effect and the same are hereby ratified and confirmed.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

Borrower:                                 Bank:

PROXIM CORPORATION                        SILICON VALLEY BANK


By /s/ David L. Thompson                     By (illegible)
  -----------------------------                  -------------------------------
  President or Vice President             Title
                                                 -------------------------------

By /s/ Richard J. Tallman
  -----------------------------
  Secretary or Ass't Secretary




                                                                             -4-
<PAGE>




                                     CONSENT

         Each of the undersigned acknowledges that its consent to the foregoing
Agreement is not required, but the undersigned nevertheless does hereby consent
to the foregoing Agreement 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/ David L. Thompson         By /s/ David L. Thompson
  --------------------------       ------------------------------------------
Name David L. Thompson           Name David L. Thompson
    ------------------------         ------------------------------------------
Title Chief Financial Officer   Title Chief Financial Officer
     -----------------------          ------------------------------------------


Proxim International Holdings, Inc.
(formerly Western Multiplex International
Holdings, Inc.)

By /s/ David L. Thompson
  --------------------------
Name David L. Thompson
    ------------------------
Title Chief Financial Officer
     ------------------------







                                                                             -5-
<PAGE>




               EXHIBIT A TO AMENDMENT TO LOAN DOCUMENTS AND WAIVER
                          AMENDED OVERADVANCE LC RIDER

         This Amended Overadvance LC Rider is dated October 31, 2003, and is
attached to and forms a part of the Accounts Receivable Financing Agreement
dated as of June 13, 2003 (the "Accounts Agreement") between Proxim Corporation
("Borrower") and Silicon Valley Bank ("Bank"), and amends in its entirety the
prior Overadvance LC Rider to the Accounts Agreement effective on the date
hereof.

      1. Overadvance LCs.

         (a) Bank may, in its good faith business judgment, provide Borrower
with Letters of Credit in excess of the formulas set forth in the Accounts
Agreement (the "Overadvance LCs"), as set forth in this Rider. (If a Letter of
Credit is 100% secured by cash or is 100% reserved for from Advances which would
otherwise be available to the Borrower under the Accounts Agreement (after all
other reserves), such Letter of Credit will not be deemed an Overadvance LC. If
only part of the face amount of a Letter of Credit is secured by cash or is so
reserved, then such Letter of Credit shall only be deemed an Overadvance LC to
the extent such Letter of Credit is not cash secured and not covered by such
reserves.)

         (b) The unpaid balance of all Overadvance LCs from time to time
outstanding shall not at any time exceed $4,000,000, and in the event it does,
at any time, Borrower will provide Bank with cash collateral in an amount equal
to 100% of the excess immediately, without notice or demand.

         (c) In no event shall the total Obligations (including without
limitation the Overadvance LCs) exceed $20,000,000.

      2. Overadvance Maturity Date.

         (a) Overadvance LCs may be outstanding only during the period from the
date hereof to the earlier of the following (the "Overadvance Maturity Date"):
October 31, 2003 or the date the Accounts Agreement terminates by its terms or
is terminated by any party in accordance with its terms.

         (b) On and after the Overadvance Maturity Date, the Overadvance
facility established by this Rider will expire, and no further Overadvance LCs
will be issued. On or before the Overadvance Maturity Date, Borrower shall
provide Bank with cash collateral in an amount equal to 100% of the face amount
of all outstanding Overadvance LCs (including without limitation drawn, but
unreimbursed Overadvance LCs), All cash collateral provided pursuant to this
Rider shall be held as "Collateral" for all purposes of the Accounts Agreement.
In the event, on the Overadvance Maturity Date, Borrower fails to provide Bank
with cash collateral in an amount equal to 100% of the face amount of all
outstanding Overadvance LCs, such failure shall constitute an Event of Default
under the Accounts Agreement.

                                                                             -6-
<PAGE>


      3. Fees. Borrower shall pay all standard charges with respect to
Overadvance LCs as are charged by Bank's International Department. In addition,
Borrower shall pay Bank a fee in the amount of 1.5% per Week of the average
amount of Overadvance LCs outstanding during each Week, which shall be payable
on the last day of each Week. As used herein, "Week" means the seven-day period
beginning on the date of this Rider and each succeeding seven-day period. Said
fee shall be in addition to all interest and all other fees and charges, and may
be charged by Bank to any of Borrower's deposit accounts with Bank or to
Borrower's loan account.

      4. Collateral. The Obligation to reimburse Bank for all Overadvance LCs,
and all of Borrower's other obligations under this Rider shall for all purposes
be deemed "Obligations" under the Accounts Agreement and shall be secured by all
of the Collateral. All Overadvance LCs shall, for all purposes, be deemed to be
"Letters of Credit" under the Accounts Agreement, and all Overadvance LCs shall
be entitled to all of the benefits of, and (except as herein expressly set
forth) shall be subject to all of the terms and provisions of, all of the Loan
Documents.

Borrower:                                           Bank:

PROXIM CORPORATION                                  SILICON VALLEY BANK


By                                                  By
  -----------------------------------------           --------------------------
      President or Vice President                   Title
                                                         ----------------------
By
  -----------------------------------------
      Secretary or Ass't Secretary





                                                                             -2-
<PAGE>



               EXHIBIT 1 TO AMENDMENT TO LOAN DOCUMENTS AND WAIVER

                             ADDITIONAL DEFINITIONS

         "CONTINGENT OBLIGATION" is, for any Person, any direct or indirect
liability, contingent or not, of that Person for (i) any indebtedness, lease,
dividend, letter of credit or other obligation of another such as an obligation
directly or indirectly guaranteed, endorsed, co made, discounted or sold with
recourse by that Person, or for which that Person is directly or indirectly
liable; (ii) any obligations for undrawn letters of credit for the account of
that Person; and (iii) all obligations from any interest rate, currency or
commodity swap agreement, interest rate cap or collar agreement, or other
agreement or arrangement designated to protect a Person against fluctuation in
interest rates, currency exchange rates or commodity pries; but "Contingent
Obligation" does not include endorsements in the ordinary course of business.
The amount of a Contingent Obligation is the stated or determined amount of the
primary obligation for which the Contingent Obligation is made or, if not
determinable, the maximum reasonably anticipated liability for it determined by
the Person in good faith; but the amount may not exceed the maximum of the
obligations under the guarantee or other support arrangement.

         "INDEBTEDNESS" is (a) indebtedness for borrowed money or the deferred
price of property or services, such as reimbursement and other obligations for
surety bonds and letters of credit, (b) obligations evidenced by notes, bonds,
debentures or similar instruments; (c) capital lease obligations and (d)
Contingent Obligations.

         "LIEN" is a mortgage, lien, deed of trust, charge, pledge, security
interest or other encumbrance.

         "PERMITTED INDEBTEDNESS" is:

         (a)      Borrower's indebtedness to Bank under this Agreement or any
                  other Loan Document;

         (b)      Indebtedness existing on the Closing Date and shown on the
                  Disclosure Letter;

         (c)      Subordinated Debt;

         (d)      indebtedness to trade creditors incurred in the ordinary
                  course of business; and

         (e)      Indebtedness secured by Permitted Liens.

         (f) (i) Indebtedness of Borrower to any Subsidiary and Contingent
Obligations of any Subsidiary with respect to obligations of Borrower provided
that the primary obligations are not prohibited hereby), and (ii) Indebtedness
of any Subsidiary to Borrower or to any other Subsidiary and Contingent
Obligations of any Subsidiary with respect to obligations of any other
Subsidiary (provided that the primary obligations are not prohibited hereby)
(the Indebtedness and other Obligations described in this clause (ii) are
collectively referred to herein as the "Downstream Indebtedness"); provided that
in each of (i) and (ii) above any such Subsidiary is and remains a Borrower or a
secured guarantor hereunder (based on security agreement and guaranty
<PAGE>

documentation acceptable to Bank) (referred to herein as a "Loan Party");
provided, further, with respect to any Subsidiaries that are not Loan Parties,
the aggregate amount of all Downstream Indebtedness for such entities shall not
exceed $3,000,000 in any fiscal quarter with the specific understanding that no
additional or new such Indebtedness shall be permitted to be made or incurred
upon the occurrence and during the continuance of an Event of Default, whether
in existence prior thereto or otherwise arising upon the making or incurring
thereof;"

         (g) [intentionally omitted];

         (h) Indebtedness consisting of letters of credit issued for the benefit
of any landlord or other Person to secure rental payments on any real estate
lease;

         (i) other unsecured Indebtedness of Borrower or any Subsidiary incurred
in the ordinary course of business in an aggregate amount not to exceed $500,000
at any time;

         (j) Unsecured Indebtedness of any Person existing at the time such
Person is merged with or into Borrower or becomes a Subsidiary as permitted
hereby, provided that such Indebtedness does not exceed, in the aggregate,
$500,000 for all Persons merged into Borrower or becoming a Subsidiary in any
fiscal year, and provided such Indebtedness is not incurred in connection with,
or in contemplation of, such Person merging with and into the Borrower or
becoming a Subsidiary of the Borrower; and

         (k) Indebtedness with respect to surety, appeal, indemnity, performance
or other similar bonds incurred in the ordinary course of business, consistent
with past practices;

         "PERMITTED LIENS" are:

         (a) Liens existing on the Closing Date and shown on the Disclosure
Letter or arising under this Agreement or other Loan Documents;

         (b) Liens for taxes, fees, assessments or other government charges or
levies, either not delinquent or being contested in good faith and for which
Borrower maintains adequate reserves an its Books, if they have no priority over
any of Bank's security interests;

         (c) Purchase money Liens (i) on Equipment acquired or held by Borrower
or its Subsidiaries incurred for financing the acquisition of the Equipment (and
any of the following relating to such Equipment; accessions, parts,
replacements, fixtures, improvements, and attachments, and proceeds of the
foregoing, or (ii) existing on equipment when acquired, if the Lien is confined
to the Equipment (and any of the following relating to such Equipment:
accessions, parts, replacements, fixtures, improvements, and attachments, and
proceeds of the foregoing);

         (d) Nonexclusive licenses and non-exclusive sublicenses granted by
Borrower in the ordinary course of its business;

         (e) Leases or subleases granted in the ordinary course of Borrower's
business, including in connection with Borrower's leased premises or leased
property;

                                                                             -2-
<PAGE>

         (f) carriers', warehousemen's, mechanics', materialmen's or other like
Liens arising in the ordinary course of business which are not overdue for a
period of more than 30 days or which are being contested in good faith and by
appropriate proceedings if adequate reserves with respect thereto are maintained
to the books of the applicable Person;

         (g) Liens to secure payment of workers' compensation, employment
insurance, old age pensions, social security or other like obligations incurred
in the ordinary course of business;

         (h) deposits to secure the performance of bids, trade contracts (other
than for borrowed money), contracts for the purchase of property, leases,
statutory obligations, surety and appeal bonds, performance bonds and other
obligations of a like nature, in each case, incurred in the ordinary course of
business and not representing an obligation for borrowed money, provided the
total amount of all such outstanding deposits under the clause (h) does not
exceed $250,000 at any time outstanding;

         (i) easements, rights-of-way, restrictions and other similar
encumbrances affecting real property which, in the aggregate, are not
substantial in amount, and which do not in any case materially detract from the
value of the property subject thereto or materially interfere with the ordinary
conduct of the busing of the applicable Person;

         (j) Liens arising by virtue of any contractual, statutory or common law
provision relating to banker's liens, rights of set-off or similar rights and
remedies as to deposit accounts or other funds maintained with a creditor
depository institution;

         (k) [intentionally omitted];

         (l) 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;

         (m) Liens on insurance proceeds securing the payment of financed
insurance premiums;

         (n) [intentionally omitted]; and

         (o) Liens incurred in the extension, renewal or refinancing of the
indebtedness secured by Liens described in (a) through (c), but any extension,
renewal or replacement Lien must be limited to the property encumbered by the
existing Lien and the principal amount of the indebtedness may not increase.

         "PERMITTED TRANSFERS" are (i) Transfers of Inventory in the ordinary
course of business; (ii) Transfers of non-exclusive licenses and similar
arrangements for the use of the property of Borrower or its Subsidiaries in the
ordinary course of business; (iii) Transfers of worn out or obsolete Equipment;
(iv) Transfers of cash in the ordinary course of business.

         "PERSON" is any individual, sole proprietorship, partnership, limited
liability company, joint venture, company association, trust, unincorporated
organization, association, corporation, institution, public benefit corporation,
firm, joint stock company, estate, entity or government agency.


                                                                             -3-
<PAGE>

         "SUBSIDIARY" is for any Person, or any other business entity of which
more than 50% of the voting stock or other equity interests is owned or
controlled, directly or indirectly, by the Person or one or more Affiliates of
the Person.

                                                                             -4-

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