Exhibit 10.15

CREDIT
AGREEMENT

Dated
as of November 28, 2001

Among

THE
FINANCIAL INSTITUTIONS NAMED HEREIN

as
the Lenders

and

BANK
OF AMERICA, N.A.

as
Bank, the Administrative Agent and the Security Trustee

and

BANC
OF AMERICA SECURITIES, LLC,as the Lead Arranger and Sole Book Manager

FOOTHILL
CAPITAL CORPORATION,as the Syndication Agent

and

3COM
TECHNOLOGIES

and

3COM
EUROPE LIMITED

as
Borrowers

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TABLE OF CONTENTS

|Section                                                                           |  |      |  | Page                                                                                
|--------------------------------------------------------------------------------- |  | ---- |  | ------------------------------------------------------------------------------------
|ARTICLE 1 LOANS AND LETTERS OF CREDIT                                             |  | 1   
|                                                                                  |  | 1.1  |  | Total Facility                                                                      
|                                                                                  |  | 1.2  |  | Revolving Loans.                                                                    
|                                                                                  |  | 1.3  |  | Term Loans.                                                                         
|                                                                                  |  | 1.4  |  | Letters of Credit.                                                                  
|                                                                                  |  | 1.5  |  | Bank Products                                                                       
|ARTICLE 2 INTEREST AND FEES                                                       |  | 9   
|                                                                                  |  | 2.1  |  | Interest.                                                                           
|                                                                                  |  | 2.2  |  | Continuation and Conversion Elections.                                              
|                                                                                  |  | 2.3  |  | Maximum Interest Rate                                                               
|                                                                                  |  | 2.4  |  | [Intentionally Deleted]                                                             
|                                                                                  |  | 2.5  |  | Unused Line Fee                                                                     
|                                                                                  |  | 2.6  |  | Letter of Credit Fee                                                                
|ARTICLE 3 PAYMENTS AND PREPAYMENTS                                                |  | 11  
|                                                                                  |  | 3.1  |  | Revolving Loans                                                                     
|                                                                                  |  | 3.2  |  | Termination of Facility                                                             
|                                                                                  |  | 3.3  |  | Repayment of the Term Loans                                                         
|                                                                                  |  | 3.4  |  | Prepayments of the Term Loans.                                                      
|                                                                                  |  | 3.5  |  | LIBOR Rate Loan Prepayments                                                         
|                                                                                  |  | 3.6  |  | Payments by the Borrowers.                                                          
|                                                                                  |  | 3.7  |  | Payments as Revolving Loans                                                         
|                                                                                  |  | 3.8  |  | Apportionment, Application and Reversal of Payments                                 
|                                                                                  |  | 3.9  |  | Indemnity for Returned Payments                                                     
|                                                                                  |  | 3.10 |  | Agent's and Lenders' Books and Records; Monthly Statements                          
|ARTICLE 4 TAXES, YIELD PROTECTION AND ILLEGALITY                                  |  | 15  
|                                                                                  |  | 4.1  |  | Taxes.                                                                              
|                                                                                  |  | 4.2  |  | Illegality.                                                                         
|                                                                                  |  | 4.3  |  | Increased Costs and Reduction of Return.                                            
|                                                                                  |  | 4.4  |  | Funding Losses                                                                      
|                                                                                  |  | 4.5  |  | Inability to Determine Rates                                                        
|                                                                                  |  | 4.6  |  | Certificates of Agent                                                               
|                                                                                  |  | 4.7  |  | Obligation to Mitigate                                                              
|                                                                                  |  | 4.8  |  | Survival                                                                            
|ARTICLE 5 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES; COLLATERAL REPORTING |  | 18  
|                                                                                  |  | 5.1  |  | Books and Records                                                                   
|                                                                                  |  | 5.2  |  | Financial Information                                                               
|                                                                                  |  | 5.3  |  | Notices to the Lenders                                                              
|                                                                                  |  | 5.4  |  | Collateral Reporting                                                                
|                                                                                  |  | 5.5  |  | Inventory; Perpetual Inventory.                                                     
|ARTICLE 6 GENERAL WARRANTIES AND REPRESENTATIONS                                  |  | 21  
|                                                                                  |  | 6.1  |  | Authorization, Validity, and Enforceability of this Agreement and the Loan Documents
|                                                                                  |  | 6.2  |  | Validity and Priority of Security Interest                                          
|                                                                                  |  | 6.3  |  | Organization and Qualification                                                      

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|                                             |  | 6.4  |  | Corporate Name; Prior Transactions                          |  | 22
|-------------------------------------------- |  | ---- |  | ----------------------------------------------------------- |  | --
|                                             |  | 6.5  |  | Subsidiaries and Affiliates                                 |  | 22
|                                             |  | 6.6  |  | [Intentionally Deleted].                                    |  | 22
|                                             |  | 6.7  |  | Capitalization                                              |  | 22
|                                             |  | 6.8  |  | Solvency                                                    |  | 22
|                                             |  | 6.9  |  | Debt                                                        |  | 22
|                                             |  | 6.10 |  | Distributions                                               |  | 22
|                                             |  | 6.11 |  | Real Estate; Leases                                         |  | 22
|                                             |  | 6.12 |  | Unrestricted Subsidiaries                                   |  | 23
|                                             |  | 6.13 |  | Trade Names                                                 |  | 23
|                                             |  | 6.14 |  | Litigation                                                  |  | 23
|                                             |  | 6.15 |  | Labor Disputes                                              |  | 23
|                                             |  | 6.16 |  | Environmental Laws                                          |  | 23
|                                             |  | 6.17 |  | No Violation of Law                                         |  | 24
|                                             |  | 6.18 |  | No Default                                                  |  | 24
|                                             |  | 6.19 |  | Intentionally Omitted.                                      |  | 24
|                                             |  | 6.20 |  | Taxes                                                       |  | 25
|                                             |  | 6.21 |  | Regulated Entities                                          |  | 25
|                                             |  | 6.22 |  | Use of Proceeds; Margin Regulations                         |  | 25
|                                             |  | 6.23 |  | Proprietary Rights                                          |  | 25
|                                             |  | 6.24 |  | No Material Adverse Change                                  |  | 25
|                                             |  | 6.25 |  | [Intentionally Deleted]                                     |  | 25
|                                             |  | 6.26 |  | [Intentionally Deleted]                                     |  | 25
|                                             |  | 6.27 |  | Bank Accounts                                               |  | 25
|                                             |  | 6.28 |  | Governmental Authorization                                  |  | 25
|                                             |  | 6.29 |  | Accounts.                                                   |  | 25
|ARTICLE 7 AFFIRMATIVE AND NEGATIVE COVENANTS |  | 27  
|                                             |  | 7.1  |  | Taxes and Other Obligations                                 |  | 27
|                                             |  | 7.2  |  | Legal Existence and Good Standing                           |  | 27
|                                             |  | 7.3  |  | Compliance with Law and Agreements; Maintenance of Licenses |  | 27
|                                             |  | 7.4  |  | Maintenance of Property; Inspection of Property.            |  | 27
|                                             |  | 7.5  |  | [Intentionally Deleted]                                     |  | 28
|                                             |  | 7.6  |  | Insurance and Condemnation Proceeds                         |  | 28
|                                             |  | 7.7  |  | Environmental Laws.                                         |  | 28
|                                             |  | 7.8  |  | [Intentionally Deleted]                                     |  | 29
|                                             |  | 7.9  |  | Mergers, Consolidations or Sales                            |  | 29
|                                             |  | 7.10 |  | Distributions; Capital Change; Investments                  |  | 30
|                                             |  | 7.11 |  | [Intentionally Deleted]                                     |  | 30
|                                             |  | 7.12 |  | Guaranties                                                  |  | 30
|                                             |  | 7.13 |  | Debt                                                        |  | 30
|                                             |  | 7.14 |  | Prepayment                                                  |  | 30
|                                             |  | 7.15 |  | Transactions with Affiliates                                |  | 30
|                                             |  | 7.16 |  | Investment Banking and Finder's Fees                        |  | 31
|                                             |  | 7.17 |  | [Intentionally Deleted]                                     |  | 31
|                                             |  | 7.18 |  | Liens                                                       |  | 31
|                                             |  | 7.19 |  | Sale and Leaseback Transactions                             |  | 31
|                                             |  | 7.20 |  | New Subsidiaries                                            |  | 31
|                                             |  | 7.21 |  | [Intentionally Deleted]                                     |  | 32
|                                             |  | 7.22 |  | [Intentionally Deleted]                                     |  | 32

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|                                                                        |  | 7.23  |  | [Intentionally Deleted]                                             |  | 32
|----------------------------------------------------------------------- |  | ----- |  | ------------------------------------------------------------------- |  | --
|                                                                        |  | 7.24  |  | [Intentionally Deleted]                                             |  | 32
|                                                                        |  | 7.25  |  | Minimum Liquidity                                                   |  | 32
|                                                                        |  | 7.26  |  | [Intentionally Deleted]                                             |  | 32
|                                                                        |  | 7.27  |  | Use of Proceeds                                                     |  | 32
|                                                                        |  | 7.28  |  | Further Assurances                                                  |  | 32
|                                                                        |  | 7.29  |  | No More Restrictive Covenants                                       |  | 32
|ARTICLE 8 CONDITIONS OF LENDING                                         |  | 32   
|                                                                        |  | 8.1   |  | Conditions Precedent to Making of Loans on the Initial Funding Date |  | 32
|                                                                        |  | 8.2   |  | Conditions Precedent to Each Loan                                   |  | 34
|ARTICLE 9 DEFAULT; REMEDIES                                             |  | 35   
|                                                                        |  | 9.1   |  | Events of Default                                                   |  | 35
|                                                                        |  | 9.2   |  | Remedies.                                                           |  | 37
|ARTICLE 10 TERM AND TERMINATION                                         |  | 38   
|                                                                        |  | 10.1  |  | Term and Termination                                                |  | 38
|ARTICLE 11 AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS |  | 39   
|                                                                        |  | 11.1  |  | Amendments and Waivers.                                             |  | 39
|                                                                        |  | 11.2  |  | Assignments; Participations.                                        |  | 40
|ARTICLE 12 THE AGENT AND THE SECURITY TRUSTEE                           |  | 42   
|                                                                        |  | 12.1  |  | Appointment and Authorization                                       |  | 42
|                                                                        |  | 12.2  |  | Delegation of Duties                                                |  | 42
|                                                                        |  | 12.3  |  | Liability of Agent                                                  |  | 42
|                                                                        |  | 12.4  |  | Reliance by Agent                                                   |  | 43
|                                                                        |  | 12.5  |  | Notice of Default                                                   |  | 43
|                                                                        |  | 12.6  |  | Credit Decision                                                     |  | 43
|                                                                        |  | 12.7  |  | Indemnification                                                     |  | 44
|                                                                        |  | 12.8  |  | Agent in Individual Capacity                                        |  | 44
|                                                                        |  | 12.9  |  | Successor Agent                                                     |  | 44
|                                                                        |  | 12.10 |  | Withholding Tax.                                                    |  | 44
|                                                                        |  | 12.11 |  | Collateral Matters.                                                 |  | 45
|                                                                        |  | 12.12 |  | Restrictions on Actions by Lenders; Sharing of Payments.            |  | 46
|                                                                        |  | 12.13 |  | Agency for Perfection                                               |  | 47
|                                                                        |  | 12.14 |  | Payments by Agent to Lenders                                        |  | 47
|                                                                        |  | 12.15 |  | Settlement.                                                         |  | 47
|                                                                        |  | 12.16 |  | Letters of Credit; Intra-Lender Issues.                             |  | 50
|                                                                        |  | 12.17 |  | Concerning the Collateral and the Related Loan Documents            |  | 52
|                                                                        |  | 12.18 |  | Field Audit and Examination Reports; Disclaimer by Lenders          |  | 52
|                                                                        |  | 12.19 |  | Relation Among Lenders                                              |  | 53
|                                                                        |  | 12.20 |  | Co-Agents                                                           |  | 53
|                                                                        |  | 12.21 |  | Security Trustee                                                    |  | 53
|                                                                        |  | 12.22 |  | Successor Security Trustee                                          |  | 53
|                                                                        |  | 12.23 |  | Protection of Security Trustee                                      |  | 54
|ARTICLE 13 JOINT AND SEVERAL LIABILITY OF BORROWERS                     |  | 54   
|                                                                        |  | 13.1  |  | Joint and Several Liability of Borrowers                            |  | 54
|                                                                        |  | 13.2  |  | Contribution and Indemnification among the Borrowers                |  | 55
|                                                                        |  | 13.3  |  | Waiver                                                              |  | 56

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|                         |  | 13.4  |  | Independent Investigation.                                                     |  | 57
|------------------------ |  | ----- |  | ------------------------------------------------------------------------------ |  | --
|                         |  | 13.5  |  | Stay of Acceleration                                                           |  | 57
|                         |  | 13.6  |  | Subrogation                                                                    |  | 58
|                         |  | 13.7  |  | Cumulative Remedies                                                            |  | 58
|                         |  | 13.8  |  | Additional Waivers                                                             |  | 58
|                         |  | 13.9  |  | Survival of Obligations                                                        |  | 58
|ARTICLE 14 MISCELLANEOUS |  | 58   
|                         |  | 14.1  |  | No Waivers; Cumulative Remedies                                                |  | 58
|                         |  | 14.2  |  | Severability                                                                   |  | 58
|                         |  | 14.3  |  | Governing Law; Choice of Forum; Service of Process.                            |  | 59
|                         |  | 14.4  |  | WAIVER OF JURY TRIAL                                                           |  | 60
|                         |  | 14.5  |  | Survival of Representations and Warranties                                     |  | 60
|                         |  | 14.6  |  | Other Security and Guaranties                                                  |  | 61
|                         |  | 14.7  |  | Fees and Expenses                                                              |  | 61
|                         |  | 14.8  |  | Notices                                                                        |  | 62
|                         |  | 14.9  |  | Waiver of Notices                                                              |  | 63
|                         |  | 14.10 |  | Binding Effect                                                                 |  | 63
|                         |  | 14.11 |  | Indemnity of the Agent, the Security Trustee and the Lenders by the Borrowers. |  | 63
|                         |  | 14.12 |  | Limitation of Liability                                                        |  | 63
|                         |  | 14.13 |  | Final Agreement                                                                |  | 64
|                         |  | 14.14 |  | Counterparts                                                                   |  | 64
|                         |  | 14.15 |  | Captions                                                                       |  | 64
|                         |  | 14.16 |  | Right of Setoff                                                                |  | 64
|                         |  | 14.17 |  | Confidentiality.                                                               |  | 64
|                         |  | 14.18 |  | Conflicts with Other Loan Documents                                            |  | 65
|                         |  | 14.19 |  | Non-Public Information                                                         |  | 65
|                         |  | 14.20 |  | Designation of 3Com Europe as Agent of Borrowers                               |  | 65

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ANNEXES, EXHIBITS AND SCHEDULES

|ANNEX A         |  |  | DEFINED TERMS                               
|--------------- | - |  | --------------------------------------------
|EXHIBIT A-1     |  |  | FORM OF REVOLVING LOAN NOTE                 
|EXHIBIT A-2     |  |  | FORM OF TERM NOTE                           
|EXHIBIT B       |  |  | FORM OF BORROWING BASE CERTIFICATE          
|EXHIBIT C       |  |  | FINANCIAL STATEMENTS                        
|EXHIBIT D       |  |  | FORM OF NOTICE OF BORROWING                 
|EXHIBIT E       |  |  | FORM OF NOTICE OF CONTINUATION/CONVERSION   
|EXHIBIT F       |  |  | FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT 
|SCHEDULE 1.2    |  |  | LENDERS' COMMITMENTS (ANNEX ADEFINED TERMS)
|SCHEDULE 3.4(b) |  |  | MINIMUM PRICE FOR MORTGAGE REAL ESTATE SALE 
|SCHEDULE 6.3    |  |  | ORGANIZATION AND QUALIFICATIONS             
|SCHEDULE 6.4    |  |  | CORPORATE NAMES/PRIOR TRANACTIONS           
|SCHEDULE 6.5    |  |  | SUBSIDIARIES AND AFFILIATES                 
|SCHEDULE 6.7    |  |  | CAPITLIZATION                               
|SCHEDULE 6.9    |  |  | DEBT                                        
|SCHEDULE 6.10   |  |  | DISTRIBUTIONS                               
|SCHEDULE 6.11   |  |  | REAL ESTATE; LEASES                         
|SCHEDULE 6.13   |  |  | TRADE NAMES                                 
|SCHEDULE 6.14   |  |  | LITIGATION                                  
|SCHEDULE 6.15   |  |  | LABOR DISPUTES                              
|SCHEDULE 6.16   |  |  | ENVIRONMENTAL LAW                           
|SCHEDULE 6.19   |  |  | ERISA COMPLIANCE                            
|SCHEDULE 6.27   |  |  | BANK ACCOUNTS                               

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CREDIT AGREEMENT

This Credit Agreement, dated as of November 28, 2001, (this "Agreement") among the financial institutions from time to time parties hereto (such
financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), Bank of America, N.A.
with an office at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as Bank and as administrative agent and security trustee for the Lenders (in its capacity as administrative agent, the
"Agent" and/or security trustee, the "Security Trustee," as the case may be), FOOTHILL CAPITAL CORPORATION, as the Syndication Agent, 3COM TECHNOLOGIES, an exempted limited liability company
incorporated in the Cayman Islands ("3Com Tech"), with offices at Ballycoolin Business Park, Blanchardstown, Dublin 15, Ireland, and 3COM EUROPE LIMITED., a company incorporated in England and Wales
with registered number 2600346 ("3Com Europe"), with offices at Boundary Way, Hemel Hempstead HP2 7YU, England (each of 3Com Tech and 3Com Europe individually, a "Borrower" and collectively, the
"Borrowers").

W I T N E S S E T H:

WHEREAS, the Borrowers have requested the Lenders to make available to the Borrowers a revolving line of credit for loans and letters of credit and to make
term loans to the Borrowers, which extensions of credit the Borrowers will use for the purposes permitted hereunder;

WHEREAS,
Parent (as defined below) has requested the Lenders to make available to Parent a revolving line of credit for loans and letters of credit and to make term loans to Parent,
which extensions of credit Parent will use for the purposes permitted under the U.S. Credit Agreement (as defined in Annex A);

WHEREAS,
the Lenders have agreed to make available to the Borrowers and Parent revolving credit facilities upon the terms and conditions set forth in this Agreement and in the U.S.
Credit Agreement, respectively, in an aggregate amount not to exceed $105,000,000, the Lenders have agreed to make term loans to Parent in the aggregate principal amount of $90,000,000 upon the terms
and conditions set forth in the U.S. Credit Agreement, and the Lenders have agreed to make term loans to the Borrowers in the aggregate principal amount of $15,000,000 upon the terms and conditions
set forth in this Agreement;

WHEREAS,
capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed thereto in Annex A which is attached hereto and incorporated
herein; the rules of construction contained therein shall govern the interpretation of this Agreement, and all Annexes, Exhibits and Schedules attached hereto are incorporated herein by reference;

WHEREAS,
3Com Tech and 3Com Europe and their respective Subsidiaries are indirect Subsidiaries of 3Com Corporation, a Delaware corporation ("Parent"), and Borrowers are engaged in an
inter-related business enterprise with an identity of interests, and accordingly the financing provided hereunder will directly and indirectly benefit each of the Borrowers;

NOW,
THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby
acknowledged, the Lenders, the Agent, the Security Trustee and the Borrowers hereby agree as follows.

ARTICLE 1  LOANS AND LETTERS OF CREDIT

1.1Total Facility.Subject to all of the terms and conditions of this Agreement, the Lenders agree to
make available a total credit facility of up to $120,000,000 less any U.S. Aggregate Revolver Outstandings (the "Total Facility") to the Borrowers from time to time during the term of this

1

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Agreement. The Total Facility shall be composed of a revolving line of credit consisting of Revolving Loans and Letters of Credit and the Term Loans described herein.

1.2Revolving Loans.



2

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3

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1.3Term Loans.



4

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1.4Letters of Credit.



5

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6

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7

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1.5Bank Products.Any Borrower may request and the Agent may, in its sole and absolute discretion,
arrange for such Borrower to obtain from the Bank or the Bank's Affiliates Bank Products although no Borrower is required to do so. If Bank Products are provided by an Affiliate of the Bank, each
Borrower agrees to indemnify and hold the Agent, the Bank and the Lenders harmless from any and all costs and obligations now or hereafter incurred by the Agent, the Bank or any of the Lenders which
arise from any indemnity given by the Agent to its Affiliates related to such Bank Products; provided, however, nothing contained herein is intended to limit such Borrower's rights, with respect to
the Bank or its Affiliates, if any, which arise as a result of the execution of documents by and between such Borrower and the Bank which relate to Bank Products. The agreement contained in this
Section shall survive termination of this Agreement. Each Borrower acknowledges and agrees that the obtaining of Bank Products from the Bank or the Bank's Affiliates (a) is in the sole and
absolute discretion of the Bank or the Bank's Affiliates, and (b) is subject to all rules and regulations of the Bank or the Bank's Affiliates.

8

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ARTICLE 2  INTEREST AND FEES

2.1Interest.



2.2Continuation and Conversion Elections.



9

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2.3Maximum Interest Rate.In no event shall any interest rate provided for hereunder exceed the
maximum rate legally chargeable by any Lender under applicable law for such Lender with respect to loans of the type provided for hereunder (the "Maximum Rate"). If, in any month, any interest rate,
absent such limitation, would have exceeded the Maximum Rate, then the interest rate for that month shall be the Maximum Rate, and, if in future months, that interest rate would otherwise be less than
the Maximum Rate, then that interest rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same
had not been limited by the Maximum Rate. In the event that, upon payment in full of the Obligations, the total amount of interest paid or accrued under the terms of this Agreement is less than the
total amount of interest which would, but for thisSection 2.3, have been paid or accrued if the interest rate otherwise set forth in this
Agreement had at all times been in effect, then Borrowers shall, to the extent permitted by applicable law, pay the Agent, for the account of the Lenders, an amount equal to the excess of
(a) the lesser of (i) the amount of interest which would have been charged if the Maximum Rate had, at all times, been in effect or (ii) the amount of interest which would have
accrued had the interest rate otherwise set forth in this Agreement, at all times, been in effect over (b) the amount of interest actually paid or accrued under this Agreement. If a court of
competent jurisdiction determines that the Agent and/or any Lender has received interest and other charges hereunder in excess of the Maximum Rate, such excess shall be deemed received on account of,
and shall automatically be applied to reduce, the Obligations other than interest, in the inverse order of maturity,
and if there are no Obligations outstanding, the Agent and/or such Lender shall refund to the applicable Borrower such excess.

2.4[Intentionally Deleted]

2.5Unused Line Fee.On the first day of each month and on the Termination Date, the Borrowers, jointly
and severally, agree to pay to the Agent, for the account of the Lenders, in accordance with their respective Pro Rata Shares, an unused line fee (the "Unused Line Fee") equal to 0.25% per annum times
the amount by which (a) $105,000,000 exceeded (b) the sum of (i) the average

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daily outstanding amount of Revolving Loans and U.S. Revolving Loans, plus (ii) the average daily undrawn face amount of outstanding Letters of Credit and U.S. Letters of Credit, in each case,
during the immediately preceding month or shorter period if calculated for the first month hereafter or on the Termination Date. The Unused Line Fee shall be computed on the basis of a
360-day year for the actual number of days elapsed. All principal payments received by the Agent shall be deemed to be credited to the Borrowers' Loan Account immediately upon receipt for
purposes of calculating the Unused Line Fee pursuant to thisSection 2.5. The Borrowers' obligation under this Section 2.5shall bepro tantoreduced by any amount paid by the U.S. Borrower under Section 2.5of the U.S. Credit Agreement.

2.6Letter of Credit Fee.Each Borrower agrees to pay to the Agent, for the account of the Lenders, in
accordance with their respective Pro Rata Shares, for each Letter of Credit, a fee (the "Letter of Credit Fee") equal to 2.75% per annum and to Agent for the benefit of the Letter of Credit Issuer a
fronting fee of 0.5% per annum of the undrawn face amount of each Letter of Credit, and to the Letter of Credit Issuer, all out-of-pocket costs, fees and expenses incurred by
the Letter of Credit Issuer in connection with the application for, processing of, issuance of, or amendment to any Letter of Credit, which costs, fees and expenses shall include a "fronting fee"
payable to the Letter of Credit Issuer. The Letter of Credit Fee shall be payable monthly in arrears on the first day of each month following any month in which a Letter of Credit is outstanding and
on the Termination Date. The Letter of Credit Fee shall be computed on the basis of a 360-day year for the actual number of days elapsed.

ARTICLE 3  PAYMENTS AND PREPAYMENTS

3.1Revolving Loans.Each Borrower shall repay the outstanding principal balance of the Revolving Loans
made to it, plus all accrued but unpaid interest thereon, on the Termination Date. Each Borrower may
prepay Revolving Loans at any time, and reborrow subject to the terms of this Agreement. In addition, and without limiting the generality of the foregoing, upon demand (which demand may be subject to
the provisions of Section 9.2(a)), the Borrowers shall pay to the Agent, for account of the Lenders, the amount, without duplication, by which the Aggregate Revolver Outstandings exceeds
(a) the lesser of (i) the Borrowing Base or (ii) the Maximum Revolver Amount, minus (b) Reserves other than Reserves deducted in the calculation of Borrowing Base, such
payment to be made within one (1) Business Day of any such demand.

3.2Termination of Facility.The Borrowers, acting jointly, may terminate this Agreement upon at least
ten (10) Business Days' notice to the Agent and the Lenders, upon (a) the payment in full of all outstanding Revolving Loans, together with accrued interest thereon, and the cancellation
and return of all outstanding Letters of Credit (or the provision of Cash Collateral or a Supporting Letter of Credit in accordance with Section 1.4(g)), (b) the prepayment in full of
the Term Loans, together with accrued and unpaid interest thereon, (c) the payment of the early termination fee set forth below, (d) the payment in full in cash of all reimbursable
expenses and other Obligations, (e) with respect to any LIBOR Rate Loans prepaid, payment of the amounts due underSection 4.4, if any,
and (f) the concurrent termination of the U.S. Credit Agreement and the repayment of the U.S. Loans pursuant toSection 3.2of the U.S.
Credit Agreement. If this Agreement is terminated at any time prior to the Stated Termination Date, whether pursuant to this Section or pursuant to Section 9.2, the Borrowers

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shall, jointly and severally, pay to the Agent, for the account of the Lenders, in accordance with their respective Pro Rata Shares, an early termination fee determined in accordance with the
following table:

|Period during which
early termination occurs                                    |  | Early Termination Fee                                                                                     
|------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------
|On or prior to the first Anniversary Date                                       |  | $1,050,000
(less any early termination fee concurrently paid underSection 3.2of the U.S. Credit Agreement)
|After the first Anniversary Date but on or prior to the second Anniversary Date |  | $525,000
(less any early termination fee concurrently paid underSection 3.2of the U.S. Credit Agreement)  
|After the second Anniversary Date but prior to the Stated Termination Date      |  | $0                                                                                                        

provided, however,that the early termination fee described in thisSection 3.2shall not be
payable in the event that Borrower repays the Obligations (and the U.S. Loan Obligations) utilizing the proceeds of a credit facility provided or agented by another lending department of the Bank or
any of its Affiliates.

3.3Repayment of the Term Loans.Term Loans shall amortize in equal installments of $1,071,428.57 each,
payable on the first day of each March, June, September, and December during the term of this Agreement, commencing on the first day of March 2002 and continuing through and including the first
day of September 2004. The outstanding principal balance of the Term Loans shall be payable in full on the Termination Date. Each payment of the Term Loans shall be made to the Agent for the
Pro Rata benefit of each Lender. Amounts paid in respect of the Term Loans may not be reborrowed.

3.4Prepayments of the Term Loans.



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3.5LIBOR Rate Loan Prepayments.In connection with any prepayment, if any LIBOR Rate Loans are prepaid
prior to the expiration date of the Interest Period applicable thereto, such Borrower shall pay to the Lenders the amounts described in Section 4.4.

3.6Payments by the Borrowers.



3.7Payments as Revolving Loans.At the election of Agent, all payments of principal, interest,
reimbursement obligations in connection with Letters of Credit and Credit Support for Letters of Credit, fees, premiums, reimbursable expenses and other sums payable hereunder, may be paid from the
proceeds of Revolving Loans made hereunder. Each Borrower hereby irrevocably authorizes the Agent to charge the Loan Account for the purpose of paying all amounts from time to time due hereunder and
agrees that all such amounts charged shall constitute Revolving Loans (including Non-Ratable Loans and Agent Advances).

3.8Apportionment, Application and Reversal of Payments.Principal and interest payments shall be
apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender), and payments of the fees, except for fees payable
solely to Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b), shall be apportioned among the Lenders as may be provided in the separate fee letters between Agent
and individual Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all
proceeds of Accounts or other Collateral received by the Agent or the Security Trustee, shall, except to the extent such payments constitute voluntary prepayments of the Term Loans (as to which the
terms ofSection 3.4(a)shall apply) or such payments constitute a mandatory repayment or prepayment of the Term Loans as provided in Section 3.4(b) or (c)(as to which the terms ofSection 3.4(d)shall apply), be applied,
ratably, subject to the provisions of this Agreement,first, to pay any fees, indemnities or expense reimbursements other than any amounts relating to
Bank Products then due to the Agent, the Security Trustee or Lenders from Borrowers;second, to pay any fees or expense reimbursements then due to the
Lenders from Borrowers, other than any amounts relating to Bank Products;third, to pay interest due in respect of all Loans, including
Non-Ratable Loans and Agent Advances;fourth, to pay or prepay principal of the Non-Ratable Loans and Agent Advances; fifth, to pay or prepay principal of
the Revolving Loans (other than Non-Ratable Loans and Agent Advances) and unpaid reimbursement
obligations in respect of Letters of Credit;sixth, to pay or prepay principal of the Term Loans; seventh,

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to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; andeighth, to the
payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender from Borrowers. Notwithstanding anything to the contrary contained in this Agreement,
unless so directed by a Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives (i) to any LIBOR Rate
Term Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Term Loan, or (b) in the event, and only to the extent, that there are no
outstanding Base Rate Term Loans or (ii) to any LIBOR Rate Revolving Loan, except (c) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan, or
(d) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans, and, in any event, the Borrower shall pay LIBOR breakage losses in accordance with Section 4.4;provided, however,that in the case of any necessary repayments of LIBOR Rate Loans
Agent and Lenders will, prior to the occurrence and continuance of an Event of Default, apply such payments so as to minimize the amount of any payments required to be made pursuant to Section 4.4.
The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds
and payments to any portion of the Obligations.

3.9Indemnity for Returned Payments.If after receipt of any payment which is applied to the payment of
all or any part of the Obligations, the Agent, the Security Trustee, any Lender, the Bank or any Affiliate of the Bank is for any reason (other than an action by a Governmental Authority against such
Person for reasons unrelated to Borrower, its Subsidiaries, the Collateral, or the Loans) compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds
is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or
part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent, the Security
Trustee or
any such Lender, the Bank or any Affiliate of the Bank and Borrowers shall be liable to pay to the Agent, the Security Trustee and the Lenders, and hereby do indemnify the Agent, the Security Trustee
and the Lenders and hold the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.9shall be and remain effective notwithstanding
any contrary action which may have been taken by the Agent, the Security Trustee, any
such Lender, the Bank or any such Affiliate of the Bank in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent's, the
Security Trustee's and the Lenders' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The
provisions of thisSection 3.9shall survive the termination of this Agreement.

3.10Agent's and Lenders' Books and Records; Monthly Statements.The Agent shall record the principal
amount of the Loans owing to each Lender, the undrawn face amount of all outstanding Letters of Credit and the aggregate amount of unpaid reimbursement obligations outstanding with respect to the
Letters of Credit from time to time on its books. In addition, each Lender may note the date and amount of each payment or prepayment of principal of such Lender's Loans in its books and records.
Failure by Agent or any Lender to make such notation shall not affect the obligations of the relevant Borrower with respect to the Loans or the Letters of Credit. Each Borrower agrees that the Agent's
and each Lender's books and records showing the Obligations and the transactions pursuant to this Agreement and the other Loan Documents shall be admissible in any action or proceeding arising
therefrom, and shall constitute rebuttably presumptive proof thereof, irrespective of whether any Obligation is also evidenced by a promissory note or other instrument. The Agent will provide to the
Borrowers a monthly statement of Loans, payments, and other transactions pursuant to this Agreement. Such statement shall be deemed correct, accurate, and binding on each Borrower and an account
stated (except for reversals and reapplications of payments made as provided inSection 3.8, unless such Borrower notifies the Agent in writing
to the contrary within thirty (30) days after such statement is

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rendered. In the event a timely written notice of objections is given by a Borrower, only the items to which exception is expressly made will be considered to be disputed by such Borrower.

ARTICLE 4  TAXES, YIELD PROTECTION AND ILLEGALITY

4.1Taxes.



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4.2Illegality.



4.3Increased Costs and Reduction of Return.



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4.4Funding Losses.Each Borrower shall reimburse each Lender and hold each Lender harmless from any
loss or expense which such Lender may sustain or incur as a consequence of:



including
any such loss of interest income for the unexpired portion of the LIBOR Interest Period resulting from relending of the affected funds. Such Borrower shall also pay any customary
administrative fees charged by any Lender in connection with the foregoing.

4.5Inability to Determine Rates.If the Agent reasonably determines that for any reason adequate and
reasonable means do not exist for determining the LIBOR Rate for any requested Interest Period with respect to a proposed LIBOR Rate Loan, the Agent will promptly so notify the Borrowers and each
Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes such notice in writing. Upon receipt of such notice, any
Borrower may revoke any Notice of Borrowing or Notice of Continuation/Conversion then submitted by it. If a Borrower does not revoke such Notice, the Lenders shall make, convert or continue the Loans,
as proposed by such Borrower, in the amount specified in the applicable notice submitted by such Borrower, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate
Loans.

4.6Certificates of Agent.If any Lender claims reimbursement or compensation under this
Article 4, Agent shall determine the amount thereof and shall deliver to the relevant Borrowers(s) (with a copy to the affected Lender) a certificate setting forth in reasonable detail the
amount payable to the affected Lender, and such certificate shall be conclusive and binding on the Borrowers in the absence of manifest error.

4.7Obligation to Mitigate.Each Lender agrees that, as promptly as practicable after it becomes aware
of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments underSection 4.1, 4.2or4.3, it will, to the extent not inconsistent with the internal policies of such Lender and any
applicable legal or regulatory restrictions, (i) use reasonable efforts to make, issue, fund or maintain its applicable Commitments or Loans through another office of such Lender, or
(ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 4.1,4.2or4.3would be materially
reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Commitments, Loans or Letters of Credit through such other office or in
accordance with such other measures, as the case may be, would not otherwise adversely affect such Commitments, Loans or Letters of Credit or be disadvantageous to the interests of such Lender

4.8Survival.The agreements and obligations of the Borrowers in this Article 4 shall survive
the payment of all other Obligations.

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ARTICLE 5  BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES;  COLLATERAL REPORTING

5.1Books and Records.Each Borrower shall, and shall cause its Restricted Subsidiaries to, maintain,
at all times, correct and complete books, records and accounts in which complete, correct and timely entries are made of its transactions in accordance with GAAP applied consistently with the audited
Financial Statements required to be delivered pursuant toSection 5.2(a). Each Borrower shall, and shall cause its Restricted Subsidiaries to, by
means of appropriate entries, reflect in such accounts and in all Financial Statements proper liabilities and reserves for all taxes and proper provision for depreciation and amortization of property
and bad debts, all in accordance with GAAP. Each Borrower shall maintain at all times books and records pertaining to the Collateral in such detail, form and scope as the Agent or any Lender shall
reasonably require, including, but not limited to, records of (a) all payments received and all credits and extensions granted with respect to the Accounts; and (b) the return,
(including rejection, repossession, and stoppage in transit), loss, damage, or destruction of any Inventory.

5.2Financial Information.Each Borrower shall, and shall cause its Restricted Subsidiaries to,
promptly furnish to each Lender, all such financial information as the Agent or any Lender shall reasonably request. Without limiting the foregoing, each Borrower will furnish to the Agent, in
sufficient copies for distribution by the Agent to each Lender, in such detail as the Agent or the Lenders shall request, the following:



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5.3Notices to the Lenders.Each Borrower shall notify the Agent and the Lenders in writing of the
following matters at the following times;provided, that, only to the extent duplicative, delivery of timely
notice by U.S. Borrower pursuant to the U.S. Credit Agreement with respect to the matters described below shall be deemed to satisfy Borrowers' obligations in this Section 5.3:



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5.4Collateral Reporting.Each Borrower shall provide the Agent with the following documents at the
following times in form satisfactory to the Agent: (a) at the times specified inSection 5.2(d), or more frequently if requested by the
Agent and if Liquidity is less than $650,000,000 at such time, a schedule of such Borrower's Accounts created, credits given, cash collected and other adjustments to Accounts since the last such
schedule and a Borrowing Base Certificate; (b) on a monthly basis, by the 15th day of the following month, a reconciliation to the corresponding Borrowing Base and to such Borrower's general
ledger; (c) on a monthly basis by the 15th day of the following month, or more frequently if requested by the Agent and if Liquidity is less than $650,000,000 at such time, an
aging of such Borrower's Accounts and an aging of such Borrower's accounts payable; (d) on a monthly basis by the 15th of the following month (or more frequently if requested by the Agent and
if Liquidity is less than $650,000,000 at such time), a detailed calculation of Eligible Accounts and Eligible Inventory; (e) on a monthly basis by the 15th day of the following
month (or more frequently if requested by the Agent and if Liquidity is less than $650,000,000), Inventory reports by category, product line, and location, together with a reconciliation to the
corresponding Borrowing Base and to such Borrower's general ledger; (f) upon request, copies of invoices in connection with such Borrower's Accounts, customer statements, credit memos,
remittance advices and reports, deposit slips, shipping and delivery documents in connection with such Borrower's Accounts and for Inventory and Equipment acquired by such Borrower, purchase orders
and invoices; (g) upon request, a statement of the balance of each of the intercompany accounts; (h) such other reports as to the Collateral of such Borrower as the Agent shall
reasonably request from time to time; and (i) with the delivery of each of the foregoing, a certificate of such Borrower executed by an officer thereof certifying as to the accuracy and
completeness of the foregoing. If any of such Borrower's records or reports of the Collateral are prepared by an accounting service or other agent, such Borrower hereby authorizes such service or
agent to deliver such records, reports, and related documents to the Agent, for distribution to the Lenders.

5.5Inventory; Perpetual Inventory.



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ARTICLE 6  GENERAL WARRANTIES AND REPRESENTATIONS

Each Borrower warrants and represents to the Agent and the Lenders that except as hereafter disclosed to and accepted by the Agent and the Required Lenders in
writing:

6.1Authorization, Validity, and Enforceability of this Agreement and the Loan Documents.Such Borrower
has the power and authority to execute, deliver and perform this Agreement and the other Loan
Documents to which it is a party, to incur the Obligations, and to grant to the Agent Liens upon and security interests in the Collateral. Such Borrower has taken all necessary action (including
obtaining approval of its shareholders if necessary) to authorize its execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and the
other Loan Documents to which it is a party have been duly executed and delivered by such Borrower, and constitute the legal, valid and binding obligations of such Borrower, enforceable against it in
accordance with their respective terms except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by
equitable principles relating to enforceability. Such Borrower's execution, delivery, and performance of this Agreement and the other Loan Documents to which it is a party do not and will not conflict
with, or constitute a violation or breach of, or result in the imposition of any Lien upon the property of such Borrower or any of its Restricted Subsidiaries, by reason of the terms of (a) any
contract, mortgage, charge, lease, agreement, indenture, or instrument to which such Borrower or any of its Restricted Subsidiaries is a party or which is binding upon it, (b) any Requirement
of Law applicable to such Borrower or any of its Restricted Subsidiaries, or (c) the certificate or articles of incorporation or memorandum and articles of association or by-laws or
the limited liability company or limited partnership agreement of such Borrower or any of its Restricted Subsidiaries.

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6.2Validity and Priority of Security Interest.The provisions of this Agreement, the Mortgage(s), and
the other Loan Documents create legal and valid Liens on all the Collateral in favor of the Agent and/or the Security Trustee, for the ratable benefit of the Agent and the Lenders, and such Liens when
properly filed and, where applicable, recorded or when adequate steps have been taken to obtain control over or possession of the property subject to such Liens, as applicable, shall constitute
perfected and continuing Liens on all the Collateral, having priority over all other Liens on the Collateral, except for Permitted Liens, securing all the Obligations, and enforceable against such
Borrower and all third parties except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable
principles relating to enforceability.

6.3Organization and Qualification.Such Borrower (a) is duly organized or incorporated and
validly existing in good standing under the laws of the jurisdiction of its organization or incorporation, (b) is qualified to do business and is in good standing in the jurisdictions set forth
onSchedule 6.3which are the only jurisdictions in which qualification is material to the conduct of its business, and (c) has all
requisite power and authority to conduct its business and to own its property.

6.4Corporate Name; Prior Transactions.Except as set forth on Schedule 6.4(as amended from time to time by Borrowers upon written notice to
Agent), such Borrower has not, during the past five
(5) years, been known by or used any other corporate or fictitious name, or been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, or
acquired any of its property outside of the ordinary course of business.

6.5Subsidiaries and Affiliates.Schedule 6.5(as amended from time to time by Borrowers upon written notice to Agent) is a correct and complete list of the name and relationship to such Borrower of each and all of its Subsidiaries. Each
Restricted Subsidiary is (a) duly incorporated or organized and validly existing in good standing under the laws of its jurisdiction of incorporation or organization set forth on Schedule 6.5,
and (b) qualified to do business and in good standing in each jurisdiction in which the failure to so qualify or be in good
standing could reasonably be expected to have a Material Adverse Effect and (c) has all requisite power and authority to conduct its business and own its property.

6.6[Intentionally Deleted].

6.7Capitalization.Schedule 6.7sets forth, as
of the Closing Date, the capitalization of such Borrower and its Restricted Subsidiaries and all of the authorized and issued Capital Stock of each such Person. All outstanding Capital Stock has been
validly issued, and is fully paid and non-assessable. All of the Capital Stock of Restricted Subsidiaries is owned, beneficially and of record, by the Person set forth on such Schedule 6.7.

6.8Solvency.Such Borrower is Solvent prior to and after giving effect to the Borrowings to be made on
the Initial Funding Date and the issuance of the Letters of Credit to be issued on the Initial Funding Date, and shall remain Solvent during the term of this Agreement.

6.9Debt.As of the Closing Date, such Borrower and its Restricted Subsidiaries has no Debt, except
(a) the Obligations, and (b) Debt described onSchedule 6.9.

6.10Distributions.Since June 1, 2001, no Distribution has been declared, paid, or made upon or
in respect of any Capital Stock or other securities of such Borrower except as identified on Schedule 6.10 and as permitted by Section 7.10.

6.11Real Estate; Leases.Schedule 6.11sets
forth, as of the Closing Date, a correct and complete list of all Real Estate owned by such Borrower and all Real Estate owned by any of its Restricted Subsidiaries, all leases and subleases of real
or personal property held by such Borrower as lessee or sublessee (other than leases of personal property as to which such Borrower is lessee or sublessee for which the value of such personal property
is less than $2,000,000), and all leases and subleases of real

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or personal property held by such Borrower as lessor, or sublessor (other than leases of personal property as to which such Borrower is lessor or sublessor for which the value of such personal
property is less than $2,000,000). Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect, and, to the best of such Borrower's
knowledge, no default by
any party to any such lease or sublease exists. Such Borrower has good and marketable title in fee simple to the Real Estate identified on Schedule 6.11as owned by such Borrower, or valid
leasehold interests in all Real Estate designated therein as "leased" by such Borrower and such
Borrower has good, indefeasible, and merchantable title to all of its other property reflected on the most recent Financial Statements delivered to the Agent and the Lenders, except as permitted by Section 7.9since the date thereof, free of all Liens except Permitted Liens.

6.12Unrestricted Subsidiaries.None of the Unrestricted Subsidiaries conducts any material business
other than acting as a local sales office for such Borrower and its Restricted Subsidiaries, and none of the Unrestricted Subsidiaries owns any material tangible assets.

6.13Trade Names.All trade names or styles under which such Borrower will sell Inventory or create
Accounts, or to which instruments in payment of Accounts may be made payable, are listed onSchedule 6.13as amended from time to time by such
Borrower upon written notice to Agent.

6.14Litigation.Except as set forth on Schedule 6.14, or, after the Closing Date as set forth on Parent's Form 10-K or 10-Q, there is no
pending, or to
the best of such Borrower's knowledge threatened, action, suit, proceeding, or counterclaim by any Person, or to the best of such Borrower's knowledge, investigation by any Governmental Authority, or
any basis for any of the foregoing, which could reasonably be expected to have a Material Adverse Effect.

6.15Labor Disputes.Except as set forth on Schedule 6.15, as of the Closing Date (a) there is no collective bargaining agreement or other
labor contract covering employees of such
Borrower or any of its Subsidiaries, (b) no such collective bargaining agreement or other labor contract is scheduled to expire during the term of this Agreement, (c) no union or other
labor organization is seeking to organize, or to be recognized as, a collective bargaining unit of employees of such Borrower or any of its Subsidiaries or for any similar purpose, and
(d) there is no pending or (to the best of such Borrower's knowledge) threatened, strike, work stoppage, material unfair labor practice claim, or other material labor dispute against or
affecting such Borrower or any of its Restricted Subsidiaries or their employees.

6.16Environmental Laws.Except as otherwise disclosed on Schedule 6.16:



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6.17No Violation of Law.Neither such Borrower nor any of its Subsidiaries is in violation of any law,
statute, regulation, ordinance, judgment, order, or decree applicable to it which violation could reasonably be expected to have a Material Adverse Effect.

6.18No Default.Neither such Borrower nor any of its Subsidiaries is in default with respect to any
note, indenture, loan agreement, mortgage, charge, lease, deed, or other agreement to which such Borrower or any of its Subsidiaries is a party or by which it is bound, which default could reasonably
be expected to have a Material Adverse Effect.

6.19Intentionally Omitted.

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6.20Taxes.Such Borrower and its Restricted Subsidiaries have filed all tax returns and reports
required to be filed, and have paid or made adequate provisions for the payment of all federal and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their
properties, income or assets otherwise due and payable unless such unpaid taxes and assessments would constitute a Permitted Lien.

6.21Regulated Entities.Except as set forth on Schedule 6.21, neither such Borrower, nor any Person controlling such Borrower, nor any
Restricted Subsidiary of such Borrower, is an "Investment
Company" within the meaning of the Investment Company Act of 1940. Neither such Borrower nor any Subsidiary is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal
Power Act, the Interstate Commerce Act, any public utilities code or law, or any other statute or regulation to the extent that the foregoing would limit its ability to incur the Obligations or grant
the Liens to Agent or the Lenders under the Loan Documents.

6.22Use of Proceeds; Margin Regulations.On and after the Initial Funding Date, the proceeds of the
Loans are to be used solely for (i) repayment of such Borrower's synthetic lease obligations, if any, (ii) certain transactional fees and costs, and (iii) working capital purposes
and other corporate purposes including capital expenditures. Neither such Borrower nor any of its Restricted Subsidiaries is engaged in the business of purchasing or selling Margin Stock or extending
credit for the purpose of purchasing or carrying Margin Stock.

6.23Proprietary Rights.Except as disclosed in Parent's publicly filed documents (including filings on
Forms 10-K and 10-Q) or otherwise set forth inSchedule 6.14,



6.24No Material Adverse Change.No Material Adverse Effect has occurred since the latest date of the
Financial Statements delivered to the Lenders.

6.25[Intentionally Deleted]

6.26[Intentionally Deleted]

6.27Bank Accounts.Schedule 6.27contains as of
the Closing Date a complete and accurate list of all bank accounts maintained by such Borrower with any bank or other financial institution.

6.28Governmental Authorization.No approval, consent, exemption, authorization, or other action by, or
notice to, or filing with, any Governmental Authority or other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, such Borrower or
any of its Restricted Subsidiaries of this Agreement or any other Loan Document.

6.29Accounts.



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ARTICLE 7  AFFIRMATIVE AND NEGATIVE COVENANTS

Each Borrower covenants to the Agent and each Lender that so long as any of the Obligations remain outstanding or this Agreement is in effect:

7.1Taxes and Other Obligations.Such Borrower shall, and shall cause each of its Restricted
Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and
other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such
items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of
materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations
undertaken by it;provided, however,neither such Borrower nor any of its Restricted Subsidiaries need pay any such claim, tax, fee, assessment, or
governmental charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which such Borrower or its Restricted Subsidiary, as the case may be, has
established proper reserves as required under GAAP, and (iii) the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien).

7.2Legal Existence and Good Standing.Such Borrower shall, and shall cause each of its Subsidiaries
to, maintain its legal existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence and qualification or good standing could reasonably be
expected to have a Material Adverse Effect.

7.3Compliance with Law and Agreements; Maintenance of Licenses.Such Borrower shall comply, and shall
cause each of its Restricted Subsidiaries to comply, in all material respects with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business (including the
Federal Fair Labor Standards Act, to the extent applicable, and all Environmental Laws). Such Borrower shall, and shall cause each of its Subsidiaries to, obtain and maintain all licenses, permits,
franchises, and governmental authorizations necessary to own its property and to conduct its business as conducted on the Closing Date, except where the failure to obtain such licenses, permits,
franchises and authorizations could not reasonably be expected to have a Material Adverse Effect. Such Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, modify, amend or
alter its certificate or articles of incorporation, or its limited liability company operating agreement, limited partnership agreement, or other organizational documents as applicable, other than in
a manner which does not materially and adversely affect the rights of the Lenders or the Agent.

7.4Maintenance of Property; Inspection of Property.



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7.5[Intentionally Deleted]

7.6Insurance and Condemnation Proceeds.Such Borrower shall as soon as practicable notify the Agent
and the Lenders of any loss, damage, or destruction to the Collateral, whether or not covered by insurance. The Agent is hereby authorized to collect all insurance and condemnation proceeds in respect
of Collateral directly and shall apply or remit them as follows:



7.7Environmental Laws.



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7.8[Intentionally Deleted]

7.9Mergers, Consolidations or Sales.Neither such Borrower nor any of its Subsidiaries shall:



Notwithstanding
the foregoing, at any time prior to the occurrence of a Liquidity Trigger Event, only the following are prohibited by the preceding sentence:



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7.10Distributions; Capital Change; Investments.Neither such Borrower nor any of its Subsidiaries
shall: (a) directly or indirectly declare or make, or incur any liability to make, any Distribution, except Distributions to such Borrower by its Subsidiaries, and Distributions by any
Subsidiary of such Borrower to another Subsidiary of such Borrower which is its parent; (b) make any change in its capital structure which could have a Material Adverse Effect; or
(c) make any Investment.

Notwithstanding
the foregoing, at any time prior to the occurrence of a Liquidity Trigger Event, only the following are prohibited by the preceding sentence:



7.11[Intentionally Deleted]

7.12Guaranties.Neither such Borrower nor any of its Restricted Subsidiaries shall make, issue, or
become liable on any Guaranty, except: Guaranties of the Obligations in favor of the Security Trustee. Notwithstanding the foregoing, at any time prior to the occurrence of a Liquidity Trigger Event,
Guaranties shall not be prohibited by the preceding sentence, and any such Guaranties permitted to be made shall be permitted to continue to exist following a Liquidity Trigger Event.

7.13Debt.Neither such Borrower nor any of its Restricted Subsidiaries shall incur or maintain any
Debt, other than:



Notwithstanding
the foregoing, at any time prior to the occurrence of a Liquidity Trigger Event, Debt shall not be prohibited by the preceding sentence, and any such Debt shall be permitted to remain
in effect following the occurrence of a Liquidity Trigger Event.

7.14Prepayment.After the occurrence and during the continuance of a Liquidity Trigger Event, neither
such Borrower nor any of its Restricted Subsidiaries shall voluntarily prepay any Debt, except the Obligations in accordance with the terms of this Agreement.

7.15Transactions with Affiliates.Except as set forth below in this Section 7.15, neither such Borrower nor any of its Restricted Subsidiaries
shall sell, transfer, distribute, or pay any money or

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property, including, but not limited to, any fees or expenses of any nature (including, but not limited to, any fees or expenses for management services), to any Affiliate (other than to such Borrower
or a Restricted Subsidiary or a U.S. Restricted Subsidiary), or, lend or advance money or property to any Affiliate (other than to such Borrower or a Restricted Subsidiary or a U.S. Restricted
Subsidiary), or invest in (by capital contribution or otherwise) or purchase or repurchase any Capital Stock or indebtedness, or any property, of any Affiliate (other than of such Borrower or a
Restricted Subsidiary or a U.S. Restricted Subsidiary), or, become liable on any Guaranty of the indebtedness, dividends, or other obligations of any Affiliate unless (a) the Affiliate is a
Restricted Subsidiary or a U.S. Restricted Subsidiary or (b) such obligations are to such Borrower or to a Restricted Subsidiary or a U.S. Restricted Subsidiary. Notwithstanding the foregoing,
while no Liquidity Trigger Event has occurred and is continuing, such Borrower and its Restricted Subsidiaries may make Investments in Unrestricted Subsidiaries as permitted in Section 7.10(i), and
may engage in transactions with Unrestricted Subsidiaries and Affiliates other than such Borrower or its Restricted
Subsidiaries, if such transactions are in the ordinary course of business, and no less favorable to such Borrower and its Restricted Subsidiaries than would be obtained in a comparable arm's-length
transaction with a third party who is not an Affiliate.

7.16Investment Banking and Finder's Fees.Neither such Borrower nor any of its Subsidiaries shall pay
or agree to pay, or reimburse any other party with respect to, any investment banking or similar or related fee, underwriter's fee, finder's fee, or broker's fee to any Person in connection with this
Agreement. Such Borrower shall defend and indemnify the Agent and the Lenders against and hold them harmless from all claims of any Person that such Borrower is obligated to pay for any such fees, and
all costs and expenses (including attorneys' fees) incurred by the Agent and/or any Lender in connection therewith.

7.17[Intentionally Deleted]

7.18Liens.Neither such Borrower nor any of its Restricted Subsidiaries shall create, incur, assume,
or permit to exist any Lien on any property now owned or hereafter acquired by any of them, except Permitted Liens.

7.19Sale and Leaseback Transactions.Neither such Borrower nor any of its Subsidiaries shall, directly
or indirectly, enter into any arrangement with any Person providing for such Borrower or such Subsidiary to lease or rent property that such Borrower or such Subsidiary has sold or will sell or
otherwise transfer to such Person. Notwithstanding the foregoing, at any time prior to the occurrence of a Liquidity Trigger Event, sale and leaseback transactions shall not be prohibited by the
preceding sentence, and any such sale and leaseback transactions permitted to be consummated shall be permitted to remain in effect following the occurrence of a Liquidity Trigger Event.

7.20New Subsidiaries.Such Borrower shall not, directly or indirectly, organize, create, acquire or
permit to exist any Subsidiary other than those listed onSchedule 6.5. Notwithstanding the foregoing, at any
time prior to the occurrence of a Liquidity Trigger Event and on at least thirty (30) days advance written notice to Agent:



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7.21[Intentionally Deleted]

7.22[Intentionally Deleted]

7.23[Intentionally Deleted]

7.24[Intentionally Deleted]

7.25Minimum Liquidity.There shall be maintained, at all times, Liquidity of not less than
$500,000,000,provided, however,that, after the Term Loans and the U.S. Term Loans have been repaid in full, there shall be maintained Liquidity of not
less than $400,000,000. Parent and 3Com Tech shall maintain Qualified Cash Management Investments in the Qualified Custodial Accounts at all times of not less than $210,000,000 (reduced by the amount
of any Term Loan or U.S. Term Loan repayments), in the aggregate. Amounts in the Qualified Custodial Accounts shall count towards Liquidity.

7.26[Intentionally Deleted]

7.27Use of Proceeds.Such Borrower shall not, and shall not suffer or permit any Subsidiary to, use
any portion of the Loan proceeds, directly or indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or otherwise refinance indebtedness of such Borrower or others incurred to
purchase or carry Margin Stock, or (iii) to extend credit for the purpose of purchasing or carrying any Margin Stock.

7.28Further Assurances.Such Borrower shall execute and deliver, or cause to be executed and
delivered, to the Agent and/or the Lenders such documents and agreements, and shall take or cause to be taken such actions, as the Agent or any Lender may, from time to time, reasonably request to
carry out the terms and conditions of this Agreement and the other Loan Documents.

7.29No More Restrictive Covenants.No term or provision, express or implied, in the Cayman Debenture,
the Ireland Debenture, the UK Debenture, the UK Mortgage, or the Intercompany Subordination Agreement, nor any restrictions or limitations arising under applicable law or as a result of any of the
charges created or to be created under the foregoing agreements, shall effect or impose any greater restrictions or limitations on any Borrower or Subsidiary with respect to the matters covered by
this Article 7 (including rights to use, lease transfer, sell, assign lease or otherwise dispose of all or any part of their property) than those expressly provided in this Article 7,
and the provisions of this Article 7 shall override and control over any inconsistent or more restrictive term or provision, express or implied, of any of the foregoing agreements and any
restriction or limitation on any Borrower or Subsidiary arising as a result of the charges created or to be created by or pursuant thereto.

ARTICLE 8  CONDITIONS OF LENDING

8.1Conditions Precedent to Making of Loans on the Initial Funding Date.The obligation of the Lenders
to make the initial Revolving Loans and the Term Loans on the Initial Funding Date, and the

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obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit on the Closing Date, are subject to the following conditions precedent having been satisfied in a manner
satisfactory to the Agent and each Lender:



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8.2Conditions Precedent to Each Loan.The obligation of the Lenders to make each Loan, including the
initial Revolving Loans on the Initial Funding Date and the Term Loans, and the obligation of the Agent to cause the Letter of Credit Issuer to issue any Letter of Credit shall be subject to the
further conditions precedent that on and as of the date of any such extension of credit:



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ARTICLE 9  DEFAULT; REMEDIES

9.1Events of Default.It shall constitute an event of default ("Event of Default") if any one or more
of the following shall occur for any reason:



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9.2Remedies.



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ARTICLE 10  TERM AND TERMINATION

10.1Term and Termination.The term of this Agreement shall end on the Stated Termination Date unless
sooner terminated in accordance with the terms hereof. The Agent upon direction from the Required Lenders may terminate this Agreement without notice upon the occurrence of an Event of Default. Upon
the effective date of termination of this Agreement for any reason whatsoever, all Obligations (including all unpaid principal, accrued and unpaid interest and any accrued and unpaid fees) shall
become immediately due and payable and each Borrower shall immediately arrange for the cancellation and return of Letters of Credit then outstanding. Notwithstanding the termination of this Agreement,
until all Obligations are indefeasibly paid and performed in full in cash, each Borrower shall remain bound by the terms of this Agreement and shall not be relieved of any of its Obligations hereunder
or under any other Loan Document, and the Agent and the Lenders shall retain all their rights and remedies hereunder (including the Lenders' Liens in and all rights and remedies with respect to all
then existing and after-arising Collateral).

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ARTICLE 11  AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS

11.1Amendments and Waivers.



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11.2Assignments; Participations.



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ARTICLE 12  THE AGENT AND THE SECURITY TRUSTEE

12.1Appointment and Authorization.Each Lender hereby designates and appoints Bank as its Agent under
this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Agent (subject toSection 12.21) to take such
action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. The Agent agrees to act as such on the express conditions contained in this Article 12. The
provisions of thisArticle 12are solely for the benefit of the Agent and
the Lenders and the Borrowers shall have no rights as a third party beneficiary of any of the provisions contained herein. Notwithstanding any provision to the contrary contained elsewhere in this
Agreement or in any other Loan Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary
relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist
against the Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" in this Agreement with reference to the Agent is not intended to connote any fiduciary or
other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting parties. Except as expressly otherwise provided in this
Agreement, the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which
the Agent is expressly entitled to take or assert under this Agreement and the other Loan Documents, including (a) the determination of the applicability of ineligibility criteria with respect
to the calculation of the Borrowing Base, (b) the making of Agent Advances pursuant toSection 1.2(i), and (c) the exercise of
remedies pursuant toSection 9.2, and any action so taken or not taken shall be deemed consented to by the Lenders.

12.2Delegation of Duties.The Agent may execute any of its duties under this Agreement or any other
Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall
not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects as long as such selection was made without gross negligence or willful
misconduct.

12.3Liability of Agent.None of the Agent-Related Persons shall (i) be liable for any action
taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or
willful misconduct), or (ii) be responsible in any manner to any of the Lenders for any recital, statement, representation or warranty made by any Borrower or any Subsidiary or Affiliate of any
Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by
the Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan
Document, or for any failure of any Borrower or any other party to any Loan Document to perform its obligations hereunder

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or thereunder. No Agent-Related Person shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Borrower or any of such Borrower's Subsidiaries or Affiliates of any Borrower.

12.4Reliance by Agent.The Agent shall be entitled to rely, and shall be fully protected in relying,
upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the any Borrower), independent accountants and
other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such
advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or
any other Loan Document in accordance with a request or consent of the Required Lenders (or all Lenders if so
required bySection 11.1) and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

12.5Notice of Default.The Agent shall not be deemed to have knowledge or notice of the occurrence of
any Default or Event of Default, unless the Agent shall have received written notice from a Lender or a Borrower referring to this Agreement, describing such Default or Event of Default and stating
that such notice is a "notice of default." The Agent will notify the Lenders of its receipt of any such notice. The Agent shall take such action with respect to such Default or Event of Default as may
be requested by the Required Lenders in accordance withSection 9;provided, however,that unless
and until the Agent has received any such request, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default
as it shall deem advisable. If any Lender shall obtain actual knowledge of any Event of Default, such Lender shall promptly notify Agent.

12.6Credit Decision.Each Lender acknowledges that none of the Agent-Related Persons has made any
representation or warranty to it, and that no act by the Agent hereinafter taken, including any review of the affairs of any Borrower and its Affiliates, shall be deemed to constitute any
representation or warranty by any Agent-Related Person to any Lender. Each Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on
such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and
creditworthiness of each Borrower and its Affiliates, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement
and to extend credit to the Borrowers. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrowers. Except for notices,
reports and other documents expressly herein required to be furnished to the Lenders by the Agent, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any Borrower which may come into the possession of any of the Agent-Related
Persons.

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12.7Indemnification.Whether or not the transactions contemplated hereby are consummated, the Lenders
shall indemnify upon demand the Agent-Related Persons (to the extent not reimbursed by or on behalf of the Borrowers and without limiting the obligation of the Borrowers to do so), in accordance with
their Pro Rata Shares, from and against any and all Indemnified Liabilities as such term is defined inSection 13.11; provided, however,that no
Lender shall be liable for the payment to the Agent-Related Persons of any portion of such Indemnified Liabilities resulting
solely from such Person's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its Pro Rata Share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this
Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrowers. The
undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation or replacement of the Agent.

12.8Agent in Individual Capacity.The Bank and its Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with any Borrower
and its Subsidiaries and Affiliates as though the Bank were not the Agent hereunder and without notice to or consent of the Lenders. The Bank or its Affiliates may receive information regarding the
Borrowers, its Affiliates and Account Debtors (including information that may be subject to confidentiality obligations in favor of a Borrower or such Subsidiary) and acknowledge that the Agent and
the Bank shall be under no obligation to provide such information to them. With respect to its Loans, the Bank shall have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Agent, and the terms "Lender" and "Lenders" include the Bank in its individual capacity.

12.9Successor Agent.The Agent may resign as Agent upon at least 30 days' prior notice to the
Lenders and the Borrowers, such resignation to be effective upon the acceptance of a successor agent to its appointment as Agent. In the event the Bank sells all of its Commitment and Revolving Loans
as part of a sale, transfer or other disposition by the Bank of substantially all of its loan portfolio, the Bank shall resign as Agent and such purchaser or transferee shall become the successor
Agent hereunder. Subject to the foregoing, if the Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders. If no successor agent
is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Lenders and the Borrowers, a successor agent from among the Lenders. Upon the
acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term "Agent" shall mean such successor
agent and the retiring Agent's appointment, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article 12shall
continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

12.10Withholding Tax.



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12.11Collateral Matters.



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12.12Restrictions on Actions by Lenders; Sharing of Payments.



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12.13Agency for Perfection.Each Lender hereby appoints each other Lender as agent for the purpose of
perfecting the Lenders' security interest in assets which, in accordance with Article 9 of the UCC can be
perfected only by possession. Should any Lender (other than the Agent) obtain possession of any such Collateral, such Lender shall notify the Agent thereof, and, promptly upon the Agent's request
therefor shall deliver such Collateral to the Agent or in accordance with the Agent's instructions.

12.14Payments by Agent to Lenders.All payments to be made by the Agent to the Lenders shall be made
by bank wire transfer or internal transfer of immediately available funds to each Lender pursuant to wire transfer instructions delivered in writing to the Agent on or prior to the Initial Funding
Date (or if such Lender is an Assignee, on the applicable Assignment and Acceptance), or pursuant to such other wire transfer instructions as each party may designate for itself by written notice to
the Agent. Concurrently with each such payment, the Agent shall identify whether such payment (or any portion thereof) represents principal, premium or interest on the Revolving Loans, Term Loans or
otherwise. Unless the Agent receives notice from any Borrower prior to the date on which any payment is due to the Lenders that such Borrower will not make such payment in full as and when required,
the Agent may assume that such Borrower has made such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such
assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent any Borrower has not made such payment in full to the Agent, each Lender
shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender
until the date repaid.

12.15Settlement.



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12.16Letters of Credit; Intra-Lender Issues.



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12.17Concerning the Collateral and the Related Loan Documents.Subject to Section 12.21below, each Lender authorizes and directs the Agent to
enter into the other Loan Documents, for the ratable benefit and obligation
of the Agent and the Lenders. Each Lender agrees that any action taken by the Agent, Majority Lenders or Required Lenders, as applicable, in accordance with the terms of this Agreement or the other
Loan Documents, and the exercise by the Agent, the Majority Lenders, or the Required Lenders, as applicable, of their respective powers set forth therein or herein, together with such other powers
that are reasonably incidental thereto, shall be binding upon all of the Lenders. The Lenders acknowledge that the Revolving Loans, Term Loans, Agent Advances, Non-Ratable Loans, Bank
Products and all interest, fees and expenses hereunder constitute one Debt, securedpari passuby all of the Collateral.

12.18Field Audit and Examination Reports; Disclaimer by Lenders.By signing this Agreement, each
Lender:



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12.19Relation Among Lenders.The Lenders are not partners or co-venturers, and no Lender
shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the Agent) authorized to act for, any other Lender.

12.20Co-Agents.None of the Lenders or other Persons identified on the facing page or
signature pages of this Agreement as a "lead arranger," "sole book manager," or "syndication agent" shall have any right, power, obligation, liability, responsibility or duty under this Agreement
other than those applicable to all Lenders or other Persons as such. Without limiting the foregoing, none of the Lenders so identified as a "lead arranger," "sole book manager," or "syndication agent"
shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in
deciding to enter into this Agreement or in taking or not taking action hereunder.

12.21Security Trustee.Each Lender, the Letter of Credit Issuer and the Agent hereby appoints the
Security Trustee to act as its trustee under and in relation to the Security Documents pursuant to this Agreement and to hold the Trust Property as trustee for the Agent, the Letter of Credit Issuer
and Lenders on the trusts and other terms contained in the Security Documents and the Agent, the Letter of Credit Issuer and each Lender hereby irrevocably authorizes the Security Trustee to exercise
such rights, powers and discretions as are specifically delegated to the Security Trustee by the terms of the Security Documents together with all such rights, powers and discretions as are reasonably
incidental thereto.

12.22Successor Security Trustee



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12.23Protection of Security Trustee.The benefits conferred on the Agent pursuant to this
Article 12 regarding rights to indemnification and the exercise of its rights, powers, authorizations, discretions, duties and responsibilities pursuant to this Agreement and any other Loan
Document and also pursuant toArticle 14shall also be conferred, where appropriate, on the Security Trustee in relation to this Agreement and
the Security Documents and references to Agent in thisArticle 12andArticle 14shall be
read and construed as references to the Agent and/or the Security Trustee accordingly.

ARTICLE 13  JOINT AND SEVERAL LIABILITY OF BORROWERS

13.1Joint and Several Liability of Borrowers.



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13.2Contribution and Indemnification among the Borrowers.To the extent that any Borrower (the
"Paying Borrower") shall, as a joint and several obligor in respect of Obligations of any other Borrower, repay any Loans made to any other Borrower
hereunder or other Obligations incurred directly and primarily by any other Borrower (such other Borrower herein called the "Incurring Borrower", and
the payment made by the Paying Borrower for Loans made to or Obligations incurred by the Incurring Borrower herein called an "Accommodation Payment"),
then the Paying Borrower shall be entitled to reimbursement of such Accommodation Payment from the Incurring Borrower and shall further be entitled to contribution and indemnification from, and to be
reimbursed by, each of the other Borrowers (the "Other Borrowers") in an amount, for each such Other Borrower, equal to a fraction of such Accommodation
Payment, the numerator of which is such Other Borrower's "Allocable Amount" (as defined below) and the denominator of which is the sum of the Allocable
Amounts of all of the Borrowers other than the Incurring Borrower. As of any date of determination, the "Allocable Amount" of any Borrower (other than the Incurring Borrower) in respect of any
Accommodation Payment shall be equal to the maximum amount of liability for such Accommodation Payment which could be asserted against such Borrower hereunder without (i) rendering such
Borrower "insolvent" within the meaning of Section 101(31) of the U.S. Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act
("UFTA") or Section 2 of the Uniform Fraudulent Conveyance Act ("UFCA"), (ii) leaving such
Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the U.S. Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA,
(iii) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the U.S. Bankruptcy Code or Section 4 of the UFTA, or Section 5
of the UFCA, or (iv) in the case of a Borrower that is organized or registered outside of the United States of America, voiding or making unenforceable or illegal such liability or payment as
against such Borrower under applicable foreign law. All rights and claims of contribution, indemnification and reimbursement under this section shall be subordinate in right of payment to the prior
payment in full of all Obligations of all the Borrowers. The provisions of this section shall, to the extent expressly inconsistent with any provision in any Loan Document, supersede such inconsistent
provision. The failure or inability of any Borrower to recover from any other Borrower such other Borrower's share of any Accommodation Payment made by such Borrower, or the unenforceability as to any
Borrower of any of the foregoing provisions of this Section 13.2, shall not limit or otherwise affect any Borrower's joint and several obligations hereunder. In no event shall any Paying
Borrower be entitled to any payment from the other Borrowers in respect

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of any Accommodation Payment made by such Paying Borrower in excess of the amount of such Accommodation Payment.

13.3Waiver.Each Borrower hereby waives and agrees not to assert or take advantage of: (i) any
defense now existing or hereafter arising based upon any legal disability or other defense of any other Borrower or any guarantor or other Person, or by reason of the cessation or limitation of the
liability of any other Borrower or any guarantor or other Person from any cause other than full payment and performance of all obligations due under this Agreement or any of the other Loan Documents;
(ii) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of any other Borrower or any guarantor or other Person, or
any defect in the formation of any other Borrower or any guarantor or other Person; (iii) the unenforceability or invalidity of any security or guaranty or the lack of perfection or continuing
perfection, or failure of priority of any security for the Obligations; (iv) any and all rights and defenses arising out of an election of remedies by the Agent or any Lender, even though that
election of remedies, such as a nonjudicial foreclosure with respect to security for an Obligation, has destroyed such Borrower's rights of subrogation and reimbursement against the principal by the
operation of Section 580d of the California Code of Civil Procedure or otherwise; (v) any defense based upon any failure to disclose to such Borrower any information concerning the
financial condition of any other Borrower or any guarantor or other Person or any other circumstances bearing on the ability of any other Borrower or any guarantor or other Person to pay and perform
all obligations due under this Agreement or any of the other Loan Documents; (vi) any failure by the Security Trustee, the Agent or any Lender to give notice to any Borrower or any guarantor or
other Person of the sale or other disposition of security, and any defect in notice given by the Security Trustee, the Agent or any Lender in connection with any such sale or disposition of security;
(vii) any failure of the Security Trustee, the Agent or any Lender to comply with applicable laws in connection with the sale or disposition of security, including, without limitation, any
failure by the Lender to conduct a commercially reasonable sale or other disposition of such security; (viii) any defense based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal, or that reduces a surety's or guarantor's obligations in proportion to the
principal's obligation; (ix) any use of cash collateral under Section 363 of the U.S. Bankruptcy Code; (x) any defense based upon an election by the Agent or any Lender, in any
proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b)(2) of the U.S. Bankruptcy Code or any successor statute; (xi) any defense based upon any borrowing
or any grant of a security interest under Section 364 of the U.S. Bankruptcy Code or otherwise; (xii) any right of subrogation, any right to enforce any remedy which the Agent or any
Lender may have against any other Borrower or any guarantor or other Person and any right to participate in, or benefit from, any security now or hereafter held by the Security Trustee, the Agent or
any Lender for the Obligations; (xiii) presentment, demand, protest and notice of any kind, including notice of acceptance of this Agreement and of the existence, creation or incurring of new
or additional Obligations; (xiv) the benefit of any statute of limitations affecting the liability of any other Borrower or any guarantor or other Person, enforcement of this Agreement or any
other Loan Documents, the liability of any Borrower hereunder or the enforcement hereof; (xv) all notices of intention to accelerate and/or notice of acceleration of the Obligations;
(xvi) relief from any applicable valuation or appraisement laws; (xvii) any other action by the Security Trustee, the Agent or any Lender, whether authorized by this Agreement or
otherwise, or any omission by the Security Trustee, the Agent or any Lender or other failure of the Security Trustee, the Agent or any Lender to pursue, or delay in pursuing, any other remedy in its
power; (xviii) any and all claims and/or rights of counterclaim, recoupment, setoff or offset; and (xix) any defense based upon the application of the proceeds of a Loan for purposes
other than the purposes represented by the Borrowers or intended or understood by the Agent or any Lender or any Borrower. Each Borrower agrees that the payment and performance of all Obligations or
any part thereof or other act which tolls any statute of limitations applicable to this Agreement or the other Loan Documents shall similarly

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operate to toll the statute of limitations applicable to such Borrower's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, each Borrower further
waives any and all rights and defenses that such Borrower may have because the debt of the Borrowers is secured by real property of other Borrowers; this means, among other things, that:
(1) the Lenders may collect from such Borrower without first foreclosing on any real or personal property collateral pledged by any other Borrower, (2) if the Security Trustee, the Agent
or any Lender forecloses on any real property collateral pledged by any other Borrower, then (A) the amount of the debt may be reduced only by the price for which that collateral is sold at the
foreclosure sale, even if the collateral is worth more than the sale price, and (B) the Security Trustee, the Agent or any Lender may collect from such Borrower even if the Security Trustee,
the Agent or any Lender, by foreclosing on the real property collateral, has destroyed any right such Borrower may have to collect from any other Borrower. The foregoing sentence is an unconditional
and irrevocable waiver of any rights and defenses each Borrower may have because the Obligations are secured by real property of any other Borrower. Each Borrower acknowledges and agrees that
California Civil Code Section 2856 authorizes and validates waivers of a guarantor's rights of subrogation and reimbursement and waivers of certain other rights and defenses available to a
guarantor under California law. Based on the preceding sentence and without limiting the generality of the foregoing waivers contained in this subparagraph or any other provision hereof, each Borrower
expressly waives to the extent permitted by law any and all rights and defenses (except the defense of indefeasible final payment in full), including without limitation any rights of subrogation,
reimbursement, indemnification and contribution (except contribution pursuant to this Agreement), which might otherwise be available to such Borrower under California Civil Code Sections 2787 to 2855,
inclusive, 2899 and 3433 and under California Code of Civil Procedure Sections 580a, 580b, 580d and 726 (or any of such sections), or any other jurisdiction to the extent the same are applicable to
this Agreement or the agreements, covenants or obligations of any Borrower hereunder.

13.4Independent Investigation.Each Borrower is fully aware of the financial condition of the
Borrowers, and is executing and delivering this Agreement based solely upon such Borrower's own independent investigation of all matters pertinent hereto and is not relying in any manner upon any
representation or statement by the Agent or any Lender. Each Borrower hereby assumes full responsibility for obtaining any additional information concerning the financial condition of the Borrowers or
any other guarantor or their respective properties, financial condition and prospects and any other matter pertinent hereto as such Borrower may desire, and such Borrower is not relying upon or
expecting the Agent or any Lender to furnish to such Borrower any information now or hereafter in the possession of the Agent or any Lender concerning the same or any other matter. By executing this
Agreement, each Borrower knowingly accepts the full range of risks encompassed within a contract of this type, which risks such Borrower acknowledges. No Borrower shall have the right to require the
Agent or any Lender to obtain or disclose any information with respect to the Obligations, the financial condition or prospects of any Borrower, the ability of any Borrower to pay or perform the
Obligations, the existence, perfection, priority or enforceability of any collateral security for any or all of the Obligations, the existence or enforceability of any other guaranties of all or any
part of the Obligations, any action or non-action on the part of the Agent or any Lender, any Borrower or any other Person, or any other event, occurrence, condition or circumstance
whatsoever.

13.5Stay of Acceleration.If demand for, or acceleration of the time for, payment by any Borrower to
any Lender or the Agent or the Security Trustee of any Obligations of any Borrower is stayed upon the commencement of any case under any Bankruptcy Code for such Borrower, all such Obligations
otherwise subject to demand for payment or acceleration under the terms of this Agreement or any
other Loan Document shall nonetheless be payable by each other Borrower hereunder forthwith on demand by the Agent.

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13.6Subrogation.No payment by any Borrower pursuant to Article 13or other satisfaction of the Obligations of the Borrowers underArticle 13shall entitle it, by subrogation to the rights of any Lender or the Agent or the Security Trustee, or by right of contribution, reimbursement, exoneration or otherwise, to any payment from any
Borrower or out of the property of any Borrower, except after the payment in full to all the Lenders and the Agent and the Security Trustee of all sums which are or may become payable to any of them
at any time or from time to time by the Borrowers under this Agreement or any other Loan Document and the termination of this Agreement. Upon the payment in full of all sums referred to in the
immediately preceding sentence and the termination of this Agreement, the Borrowers shall be subrogated to the rights of the Lenders and the Agent and the Security Trustee hereunder to the extent of
any payments made by them under their guaranty contained herein.

13.7Cumulative Remedies.The Agent may pursue its rights and remedies under this Article 13and shall be entitled to payment from the Borrowers
under thisArticle 13notwithstanding any other guarantee of or security for all or any part of the Obligations of the Borrowers or any other Person, and notwithstanding any action taken or omitted to be taken by any
Lender or the Agent or the Security Trustee to enforce any of its rights or remedies against any Borrower or any other Person hereunder or under such other guarantee or with respect to any other
security.

13.8Additional Waivers.Except for notices and demands expressly provided for herein, the Borrowers
hereby waive diligence, presentment, demand of payment, protest and all notices (whether of nonpayment, dishonor, protest or otherwise) with respect to the Obligations, notice of acceptance of the
guaranty by the Borrowers contained in thisArticle 13and of the incurrence by any Borrower of any Obligation and all demands whatsoever.

13.9Survival of Obligations.The provisions of Article 13shall continue in effect and be binding upon the Borrowers until all of the
Obligations have been paid in full and this Agreement is
terminated. The liability of the Borrowers under thisArticle 13shall be reinstated and revived with respect to any amount at any time paid to
or for the account of any Lender or the Agent or the Security Trustee by any Borrower or any other Person which is thereafter required to be, and that is, restored and returned by such Lender or the
Agent or the Security Trustee to such Borrower or such Person, or its trustee or receiver or similar official, upon the bankruptcy, insolvency or reorganization of such Borrower or such Person, or for
any other reason, all as though such amount had not been paid by such Borrower or such Person.

ARTICLE 14  MISCELLANEOUS

14.1No Waivers; Cumulative Remedies.No failure by the Agent or any Lender to exercise any right,
remedy, or option under this Agreement or any present or future supplement thereto, or in any other agreement between or among one or more Borrowers, and the Agent and/or any Lender, or delay by the
Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by the Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically
stated. No waiver by the Agent or the Lenders on any occasion shall affect or diminish the Agent's and each Lender's rights thereafter to require strict performance by each Borrower of any provision
of this Agreement. The Agent and the Lenders may proceed directly to collect the Obligations without any prior recourse to the Collateral. The Agent's and each Lender's rights under this Agreement
will be cumulative and not exclusive of any other right or remedy which the Agent or any Lender may have.

14.2Severability.The illegality or unenforceability of any provision of this Agreement or any Loan
Document or any instrument or agreement required hereunder shall not in any way affect or

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impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

14.3Governing Law; Choice of Forum; Service of Process.



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14.4WAIVER OF JURY TRIAL.SUBJECT TO THE PROVISIONS OFSECTION
14.3(d), THE BORROWERS, THE LENDERS AND THE AGENT EACH IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES
AGAINST ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE BORROWERS, THE LENDERS AND THE AGENT EACH AGREE
THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS
WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

14.5Survival of Representations and Warranties.All of the Borrowers' representations and warranties
contained in this Agreement shall survive the execution, delivery, and acceptance thereof by the parties, notwithstanding any investigation by the Agent or the Lenders or their respective agents.

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14.6Other Security and Guaranties.The Agent and/or the Security Trustee, may, without notice or
demand and without affecting any Borrower's obligations hereunder, from time to time: (a) take from any Person and hold collateral (other than the Collateral) for the payment of all or any part
of the Obligations and exchange, enforce or release such collateral or any part thereof; and (b) accept and hold any endorsement or guaranty of payment of all or any part of the Obligations and
release or substitute any such endorser or guarantor, or any Person who has given any Lien in any other collateral as security for the payment of all or any part of the Obligations, or any other
Person in any way obligated to pay all or any part of the Obligations.

14.7Fees and Expenses.The Borrowers agree to pay to the Agent, for its benefit, on demand, all costs
and expenses that Agent pays or incurs in connection with the negotiation, preparation, syndication, consummation, administration, enforcement, and termination of this Agreement or any of the other
Loan Documents, including: (a) Attorney Costs; (b) costs and expenses (including reasonable attorneys' and paralegals' fees and disbursements) for any amendment, supplement, waiver,
consent, or subsequent closing in connection with the Loan Documents and the transactions contemplated thereby; (c) costs and expenses of lien and title searches and title insurance;
(d) taxes, fees and other charges for recording the Mortgages, filing financing statements and continuations, and other actions to perfect, protect, and continue the Agent's Liens (including
costs and expenses paid or incurred by the Agent in connection with the consummation of Agreement); (e) sums paid or incurred to pay any amount or take any action required of any Borrower under
the Loan Documents that such Borrower fails to pay or take; (f) costs of appraisals, inspections, and verifications of the Collateral, including travel, lodging, and meals for inspections of
the Collateral and any Borrower's operations by the Agent plus the Agent's then customary charge for field examinations and audits and the preparation of reports thereof (such charge is currently $750
per day (or portion thereof) for each Person retained or employed by the Agent with respect to each field examination or audit); and (g) costs and expenses of forwarding loan proceeds,
collecting checks and other items of payment, and establishing and maintaining Payment Accounts and lock boxes, and costs and expenses of preserving and protecting the Collateral. In addition, the
Borrowers agree to pay costs and expenses incurred by the Agent (including Attorneys' Costs) to the Agent, for its benefit, on demand, and to the other Lenders for their benefit, on demand, and all
reasonable fees, expenses and disbursements incurred by such other Lenders for one law firm retained by such other Lenders, in each case, paid or incurred to obtain payment of the Obligations, enforce
the Agent's Liens, sell or otherwise realize upon the Collateral, and otherwise enforce the provisions of the Loan Documents, or to defend any claims made or threatened against the Agent or any Lender
arising out of the transactions contemplated hereby (including preparations for and consultations concerning any such matters). The foregoing shall not be construed to limit any other provisions of
the Loan Documents regarding costs and expenses to be paid by any Borrower. All of the foregoing costs and expenses shall be charged to any Borrower's Loan Account as Revolving Loans as described in Section 3.7.

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14.8Notices.Except as otherwise provided herein, all notices, demands and requests that any party is
required or elects to give to any other shall be in writing, or by a telecommunications device capable of creating a written record, and any such notice shall become effective (a) upon personal
delivery thereof, including, but not limited to, delivery by overnight mail and courier service, (b) four (4) days after it shall have been mailed by United States mail, first class,
certified or registered, with postage prepaid,
or (c) in the case of notice by such a telecommunications device, when properly transmitted, in each case addressed to the party to be notified as follows:

| |  | If to the Agent or to the Bank:                    
| |  | ---------------------------------------------------
| |  |                                                    
| |  | with copies to:                                    
| |  |                                                    
| |  | If to any Borrower:                                
| |  |                                                    
| |  | with copies to:                                    
| |  |                                                    
| |  | with a copy to the attention of the General Counsel
| |  |                                                    
| |  | with copies to:                                    
| |  |                                                    

or
to such other address as each party may designate for itself by like notice. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other
communication to the persons designated above to receive copies shall not adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication.

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14.9Waiver of Notices.Unless otherwise expressly provided herein, each Borrower waives presentment,
and notice of demand or dishonor and protest as to any instrument, notice of intent to accelerate the Obligations and notice of acceleration of the Obligations, as well as any and all other notices to
which it might otherwise be entitled. No notice to or demand on any Borrower which the Agent or any Lender may elect to give shall entitle such Borrower to any or further notice or demand in the same,
similar or other circumstances.

14.10Binding Effect.The provisions of this Agreement shall be binding upon and inure to the benefit
of the respective representatives, successors, and assigns of the parties hereto;provided, however,that no interest herein may be assigned by any
Borrower without prior written consent of the Agent and each Lender. The rights and benefits of the Agent and the Lenders hereunder shall, if such Persons so agree, inure to any party acquiring any
interest in the Obligations or any part thereof.

14.11Indemnity of the Agent, the Security Trustee and the Lenders by the Borrowers.



14.12Limitation of Liability.NO CLAIM MAY BE MADE BY ANY BORROWER, ANY LENDER OR OTHER PERSON AGAINST
THE AGENT, ANY LENDER, OR THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, REPRESENTATIVES, AGENTS OR ATTORNEYS-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT,

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CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND EACH BORROWER AND EACH LENDER HEREBY WAIVE, RELEASE AND AGREE NOT TO SUE UPON ANY CLAIM FOR SUCH DAMAGES,
WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

14.13Final Agreement.This Agreement and the other Loan Documents are intended by the Borrowers, the
Agent, the Security Trustee and the Lenders to be the final, complete, and exclusive expression of the agreement between them. This Agreement supersedes any and all prior oral or written agreements
relating to the subject matter hereof. No modification, rescission, waiver, release, or amendment of any provision of this Agreement or any other Loan Document shall be made, except by a written
agreement signed by the Borrowers and a duly authorized officer of each of the Agent, the Security Trustee and the requisite Lenders.

14.14Counterparts.This Agreement may be executed in any number of counterparts, and by the Agent, the
Security Trustee, each Lender and each Borrower in separate counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement; signature pages may
be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

14.15Captions.The captions contained in this Agreement are for convenience of reference only, are
without substantive meaning and should not be construed to modify, enlarge, or restrict any provision.

14.16Right of Setoff.In addition to any rights and remedies of the Lenders provided by law, if an
Event of Default exists or the Loans have been accelerated, each Lender is authorized at any time and from time to time, without prior notice to any Borrower, any such notice being waived by each
Borrower to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any
time owing by, such Lender or any Affiliate of such Lender to or for the credit or the account of any Borrower against any and all Obligations owing to such Lender, now or hereafter existing,
irrespective of whether or not the Agent or such Lender shall have made demand under this Agreement or any Loan Document and although such Obligations may be contingent or unmatured. Each Lender
agrees promptly to notify the relevant Borrower and the Agent after any such set-off and application made by such Lender;provided, however,that the failure to give such notice shall not affect the validity of such set-off and application. NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT OF
SET-OFF, BANKER'S LIEN, OR THE LIKE AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF ANY BORROWER HELD OR MAINTAINED BY SUCH LENDER WITHOUT THE PRIOR WRITTEN UNANIMOUS CONSENT OF THE LENDERS.

14.17Confidentiality.



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14.18Conflicts with Other Loan Documents.Unless otherwise expressly provided in this Agreement (or in
another Loan Document by specific reference to the applicable provision contained in this Agreement), if any provision contained in this Agreement conflicts with any provision of any other Loan
Document, the provision contained in this Agreement shall govern and control.

14.19Non-Public Information.Agent and Lenders acknowledge that information provided by
the Borrowers in connection herewith contains material, non-public information concerning the Borrowers. Agent and Lenders agree not to use any non-public information provided
herein or in connection herewith in violation of applicable restrictions imposed by United States securities laws on the purchase and sale of securities by any person who has received material,
non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is
likely to purchase or sell such securities in reliance upon such information.

14.20Designation of 3Com Europe as Agent of Borrowers.Each Borrower hereby designates and appoints
3Com Europe ("Administrative Borrower") and each officer thereof as the agent and attorney-in-fact of such Borrower for all purposes of this Agreement, including for the
purpose of executing and delivering all documents, instruments and certificates contemplated herein and modifications thereof, giving and receiving notices and instructions, and making requests,
hereunder and otherwise communicating with the Agent and the Lenders (including receiving the monthly Loan Account statements referred to in Section 4.11). The Agent and the Lenders may assume
that such appointment and designate has not been revoked unless and until written notice of revocation is actually received by the Agent and the Lenders. Accordingly, the Agent and the Lenders may
give notices and instruction to any Borrower through the Administrative Borrower and may accept and act upon any notices, instructions and requests given by the Administrative Borrower, or any officer
thereof, on behalf of any Borrower, and any such notice, request and instructions shall be binding upon such Borrower until the
Agent and the Lenders actually receive notice from such Borrower of its revocation of such appointment and designation of the Administrative Borrower as such Borrower's agent and
attorney-in-fact. Notwithstanding such appointment and designation, the Agent and the

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Lenders may also deal directly with, and give and receive notices, instructions and requests to and from, any Borrower. If conflicting instructions are received from a Borrower and from the
Administrative Borrower, or any officer thereof, acting as agent or attorney-in-fact for such Borrower, the notice, instruction or request of such Borrower shall prevail,
unless the Agent or the Lenders have, prior to their receipt of such notice, instruction or request from such Borrower, acted on a contrary notice, instruction or request from the Administrative
Borrower, or any officer thereof, acting as agent and/or attorney-in-fact for such Borrower. Any acknowledgment, consent, direction, certification or other action which might
otherwise be valid or effective only if given or taken by all or any of the Borrowers, shall be valid and effective if given or taken only by the Administrative Borrower, whether or not any Borrower
joins therein.

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IN WITNESS WHEREOF, the parties have executed this Agreement as a Deed on the date first above written.

| |  | "BORROWER"                         
| |  | -----------------------------------
| |  | 3COM Technologies                  
| |  | By:                                
| |  | Title:                             
| |  | in the presence of:                
| |  | Witness                            
| |  | "BORROWER"                         
| |  | 3COM EUROPE LIMITED                
| |  | By:                                
| |  | Title:                             
| |  | in the presence of:                
| |  | Witness                            
| |  | "AGENT"/"SECURITY TRUSTEE"         
| |  | BANK OF AMERICA, N.A., as the Agent
| |  | By:                                
| |  |                                    
| |  | "BANK"                             
| |  | BANK OF AMERICA, N.A., as the Bank 
| |  | By:                                
| |  |                                    

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| |  | "LENDERS"                                            
| |  | -----------------------------------------------------
| |  | BANK OF AMERICA, N.A.,
as a Lender                   
| |  | By:                                                  
| |  |                                                      
| |  | FOOTHILL CAPITAL CORPORATION, as a Lender            
| |  | By:                                                  
| |  |                                                      
| |  | GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender    
| |  | By:                                                  
| |  | CONGRESS FINANCIAL
CORPORATION (WESTERN), as a Lender
| |  | By:                                                  
| |  |                                                      
| |  | THE CIT GROUP/BUSINESS CREDIT, INC., as a Lender     
| |  | By:                                                  
| |  |                                                      
| |  | PNC BANK, NATIONAL ASSOCIATION, as a Lender          
| |  | By:                                                  
| |  |                                                      

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ANNEX A  to  Credit Agreement        Definitions

1.  Capitalized
terms used in the Loan Documents shall have the following respective meanings (unless otherwise defined therein), and all section references in the
following definitions shall refer to sections of the Agreement:

"Accounts" means, as to any Person, all of such Person's now owned or hereafter acquired or arising accounts, as defined in the
Security Documents, including any rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance.

"Account Debtor" means each Person obligated in any way on or in connection with an Account, Chattel Paper or General Intangibles
(including a payment intangible).

"ACH Transactions" means any cash management or related services including the automatic clearing house transfer of funds by the Bank
for the account of any Borrower pursuant to agreement or overdrafts.

"Administrative Borrower" has the meaning set forth inSection 14.20.

"Affiliate" means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under
common control with, such Person or which owns, directly or indirectly, five percent (5%) or more of the outstanding equity interest of such Person. A Person shall be deemed to control another Person
if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting
securities, by contract, or otherwise.

"Agent" means the Bank, solely in its capacity as agent for the Lenders, and any successor agent.

"Agent Advances" has the meaning specified inSection 1.2(i).

"Agent-Related Persons" means the Agent, together with its Affiliates, and the officers, directors, employees, counsel,
representatives, agents and attorneys-in-fact of the Agent and such Affiliates.

"Aggregate Revolver Outstandings" means, at any date of determination: the sum of (a) the unpaid balance of Revolving Loans,
(b) the aggregate amount of Pending Revolving Loans, (c) one hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit, and (d) the
aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit.

"Agreement" means the Credit Agreement to which this Annex A is attached, as from time to time amended, supplemented, modified or
restated.

"Anniversary Date" means each anniversary of the Closing Date.

"Applicable Margin" means



"Assignee" has the meaning specified inSection 11.2(a).

"Assignment and Acceptance" has the meaning specified inSection 11.2(a).

ANNEX A1

---

"Attorney Costs" means and includes all reasonable fees, expenses and disbursements of any law firm or other counsel engaged by the
Agent.

"Availability" means at any time (a) the lesser of (i) the Maximum Revolver Amount or (ii) the Borrowing Base, minus(b) Reserves other than Reserves
deducted in the calculation of the Borrowing Base,minus(c) the Aggregate Revolver Outstandings.

"Bank" means Bank of America, N.A., a national banking association, or any successor entity thereto.

"Bank Products" means any one or more of the following types of services or facilities extended to any Borrower or its Subsidiaries by
the Bank or any affiliate of the Bank in reliance on the Bank's agreement to indemnify such affiliate: (i) credit cards; (ii) ACH Transactions; (iii) cash management, including
controlled disbursement services; (iv) Hedge Agreements; and (v) guaranties for the benefit of any Borrower or its Subsidiaries.

"Bank Product Reserves" means all reserves which the Agent from time to time establishes in its reasonable discretion for the Bank
Products then provided or outstanding.

"Bankruptcy Code" means Title 11 of the United States Code (11 U.S.C. § 101et
seq.) (herein "U.S. Bankruptcy Code") and any bankruptcy or insolvency law and regulation of any other applicable jurisdiction.

"Base Rate" means, for any day, the rate of interest in effect for such day as publicly announced from time to time by the Bank in
Charlotte, North Carolina as its "prime rate" (the "prime rate" being a rate set by the Bank based upon various factors including the Bank's costs and desired return, general economic conditions and
other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate). Any change in the prime rate announced by the Bank shall take
effect at the opening of business on the day specified in the public announcement of such change. Each Interest Rate based upon the Base Rate shall be adjusted simultaneously with any change in the
Base Rate.

"Base Rate Loans" means, collectively, the Base Rate Revolving Loans and the Base Rate Term Loans.

"Base Rate Revolving Loan" means a Revolving Loan during any period in which it bears interest based on the Base Rate.

"Base Rate Term Loan" means any portion of a Term Loan during any period in which such portion bears interest based on the Base Rate.

"Blocked Account Agreement" means any agreement among one or more of the Borrowers, the Agent and a Clearing Bank, in form and
substance reasonably satisfactory to the Agent, concerning the collection of payments which represent the proceeds of Accounts or of any other Collateral.

"Borrowers" has the meaning given that term in the preamble to the Agreement.

"Borrowing" means a borrowing hereunder by a Borrower consisting of Revolving Loans or Term Loans made on the same day by the Lenders
to such Borrower or by Bank in the case of a Borrowing funded by Non-Ratable Loans or by the Agent in the case of a Borrowing consisting of an Agent Advance, or the issuance of Letters of
Credit hereunder.

"Borrowing Base" means, at any time, an amount equal to the sum of (a) 85% of the Net Amount of Eligible Accounts; plus(b) the least of (i) the Maximum
Inventory Loan Amount, (ii) 35% of Eligible Inventory valued at the lower of cost (on a
first-in, first-out basis) or market and excluding any intercompany profit, or (iii) 80% of the net recovery value of appraised Eligible Inventory; minus(c) Reserves from time to time
established by the Agent in its reasonable credit judgment.

ANNEX A2

---

"Borrowing Base Certificate" means a certificate by a Responsible Officer of Administrative Borrower, substantially in the form of Exhibit B(or another form acceptable to the Agent) setting forth the calculation of the Borrowing Base, including a calculation of each
component thereof, all in such detail as shall be reasonably satisfactory to the Agent. All calculations of the Borrowing Base in connection with the preparation of any Borrowing Base Certificate
shall originally be made by Administrative Borrower and certified to the Agent; provided, that the Agent shall have the right to review and adjust, in the exercise of its reasonable credit judgment,
any such calculation (1) to reflect its reasonable
estimate of declines in value of any of the Collateral described therein, and (2) to the extent that such calculation is not in accordance with this Agreement.

"Business Day" means (a) any day that is not a Saturday, Sunday, or a day on which banks in London, Grand Cayman or Charlotte,
North Carolina are required or permitted to be closed, and (b) with respect to all notices, determinations, fundings and payments in connection with the LIBOR Rate or LIBOR Rate Loans, any day
that is a Business Day pursuant toclause (a)above and that is also a day on which trading in Dollars is carried on by and between banks in the
London interbank market.

"Capital Adequacy Regulation" means any guideline, request or directive of any central bank or other Governmental Authority, or any
other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any bank or of any corporation controlling a bank.

"Capital Lease" of a Person means any lease of property by such Person which, in accordance with GAAP, should be reflected as a capital
lease on the balance sheet of such Person.

"Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock or other
equity interests, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights, options to purchase or other rights to acquire any of the
foregoing.

"Cash Collateral" has the meaning set forth inSection 1.4 (g).

"Cash Equivalents" means highly liquid debt investments acquired with a remaining maturity of three months or less.

"Cash Management Investments" means, for any Person, such Person's (a) cash and Cash Equivalents, (b) deposit accounts,
(c) Investment Property, and (d) Short Term Investments.

"Cayman Debenture" means the Syndicated Composite Guarantee and Debenture of even date herewith among 3Com Holdings Limited, 3Com
Technologies and Security Trustee, for the benefit of Lenders.

"Chattel Paper" means, as to any Person, all of such Person's now owned or hereafter acquired chattel paper, as defined in the UCC,
including electronic chattel paper.

"Clearing Bank" means the Bank or any other banking institution with whom a Payment Account has been established pursuant to a Blocked
Account Agreement.

"Closing Date" means the date of this Agreement.

"Code" means the Internal Revenue Code of 1986.

"Collateral" means all of the Borrowers' real and personal property and all other assets of any Person, including the "Charged Assets"
as defined in Security Documents, from time to time subject to Lenders' Liens securing payment or performance of the Obligations.

"Commitment" means, at any time with respect to a Lender, the principal amount set forth beside such Lender's name under the heading
"Commitment" onSchedule 1.2attached to the Agreement or on the signature page of the Assignment
and Acceptance pursuant to which such Lender became a

ANNEX A3

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Lender hereunder in accordance with the provisions ofSection 11.2, as such Commitment may be adjusted from time to time in accordance with the
provisions ofSection 11.2, and "Commitments" means, collectively, the aggregate amount of the
commitments of all of the Lenders.

"Contaminant" means any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste, petroleum or
petroleum-derived substance or waste, asbestos in any form or condition, polychlorinated biphenyls ("PCBs"), or any constituent of any such substance or waste.

"Continuation/Conversion Date" means the date on which a Loan is converted into or continued as a LIBOR Rate Loan.

"Credit Support" has the meaning specified inSection 1.4(a).

"Debt" means, with respect to any Person and without duplication, all liabilities, obligations and indebtedness of such Person to any
other Person, of any kind or nature, now or hereafter owing, arising, due or payable, howsoever evidenced, created, incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed
or otherwise, consisting of indebtedness for borrowed money or the
deferred purchase price of property, excluding trade payables or credit memoranda, but including (a) all Obligations; (b) all obligations and liabilities of any other Person secured by
any Lien on such Person's property, even though such Person shall not have assumed or become liable for the payment thereof;provided, however,that all
such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such property as would be shown on a balance sheet of
such Person prepared in accordance with GAAP; (c) all obligations or liabilities created or arising under any Capital Lease or conditional sale or other title retention agreement with respect
to property used or acquired by such Person, even if the rights and remedies of the lessor, seller or lender thereunder are limited to repossession of such property;provided,
however,that all such obligations and liabilities which are limited in recourse to such property shall be included in Debt only to the extent of the book value of such
property as would be shown on a balance sheet of such Person prepared in accordance with GAAP; (d) all obligations and liabilities under Guaranties and (e) the present value (discounted
at the Base Rate) of lease payments due under synthetic leases.

"Default" means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured, waived, or
otherwise remedied during such time) constitute an Event of Default.

"Default Rate" means a fluctuating per annum interest rate at all times equal to the sum of (a) the otherwise applicable
Interest Rateplus(b) 2 percentage points per annum. Each Default Rate shall be adjusted simultaneously with any change in the applicable
Interest Rate. In addition, the Default Rate shall result in an increase in the Letter of Credit Fee by 2 percentage points per annum.

"Defaulting Lender" has the meaning specified inSection 12.15(c).

"Deferred Revenue Reserve" means any reserve that the Agent may from time to time establish (in its sole discretion after the
occurrence of a Default or an Event of Default) for the potential offset against the Borrowers' Accounts arising from deferred revenue obligations that are accrued by the Borrowers.

"Designated Account" has the meaning specified inSection 1.2(c).

"Dilution" means, for each Borrower (as determined by the Agent in its sole discretion), based upon the experience of the immediately
prior three months, the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, returns, rebates, promotional allowances, credits, or other dilutive
items with respect to the Accounts of such Borrower, by (b) the aggregate amount of cash collections from such Borrower's Accounts plus the amount in clause (a) for such period.

ANNEX A4

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"Dilution Reserve" means a reserve that the Agent may from time to time establish (in its sole discretion) equal to (a) the
total Dollar amount of Eligible Accounts of Borrowerstimesone tenth of one percentage point for each one tenth of one percentage point by which
Dilution is in excess of 5%. By way of example, Dilution of 9.6% would require a Dilution Reserve of 4.6% of the amount of Borrowers' Eligible Accounts.

"Distribution" means, in respect of any Person: (a) the payment or making of any dividend or other distribution of property in
respect of Capital Stock of such Person, other than distributions in Capital Stock of the same class; or (b) the redemption or other acquisition by such Person of its Capital Stock.

"Documents" means, with respect to any Person, all documents as such term is defined in the UCC, including bills of lading, warehouse
receipts or other documents of title, now owned or hereafter acquired by such Person.

"DOL" means the United States Department of Labor or any successor department or agency.

"Dollar" and "$" means dollars in the lawful currency of the United States. Unless
otherwise specified, all payments under the Loan Documents shall be made in Dollars.

"Eligible Accounts" means the Accounts of 3Com Europe which the Agent in the exercise of its reasonable commercial discretion
determines to be Eligible Accounts. Without limiting the discretion of the Agent to establish other criteria of ineligibility, Eligible Accounts shall not, unless the Agent in its sole discretion
elects, include any Account:



ANNEX A5

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ANNEX A6

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If
any Account at any time ceases to be an Eligible Account, then such Account shall promptly be excluded from the calculation of Eligible Accounts.

"Eligible Assignee" means (a) a commercial bank, commercial finance company or other asset based lender, having total assets in
excess of $1,000,000,000; (b) any Lender listed on the signature page of this Agreement; (c) any Affiliate of any Lender; and (d) if an Event of Default has occurred and is
continuing, any Person reasonably acceptable to the Agent. In each case such entity must be exempt from withholding taxes on any payments made by Borrowers or Agent under this Agreement.

"Eligible Inventory" means Inventory of 3Com Tech, which the Agent, in its reasonable commercial discretion, determines to be Eligible
Inventory. Without limiting the discretion of the Agent to establish other criteria of ineligibility, Eligible Inventory shall not, unless the Agent in its sole discretion elects, include any
Inventory:



ANNEX A7

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If
any Inventory at any time ceases to be Eligible Inventory, such Inventory shall promptly be excluded from the calculation of Eligible Inventory.

"Environmental Claims" means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability
or responsibility for violation of any Environmental Law, or for a Release or injury to the environment.

"Environmental Compliance Reserve" means any reserve which the Agent establishes in its reasonable discretion after prior written
notice to Borrowers from time to time for amounts that are reasonably likely to be expended by Borrowers or any of their Subsidiary thereof in order for such Person and its operations and property
(a) to comply with any notice from a Governmental Authority asserting material non-compliance with Environmental Laws, or (b) to correct any such material
non-compliance identified in a report delivered to the Agent and the Lenders pursuant toSection 7.7.

"Environmental Laws" means all national, federal, state or local laws, statutes, rules, regulations, ordinances and codes, together
with all administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case relating to environmental, health, safety and
land use matters.

"Environmental Lien" means a Lien in favor of any Governmental Authority for (a) any liability under Environmental Laws, or
(b) damages arising from, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of a Contaminant into the environment.

"Equipment" means, as to any Person, all of such Person's now owned and hereafter acquired machinery, equipment, furniture,
furnishings, fixtures, and other tangible personal property (except Inventory), including embedded software, motor vehicles with respect to which a certificate of title has been issued, aircraft,
dies, tools, jigs, molds and office equipment, as well as all of such types of property leased by such Person and all of such Person's rights and interests with respect thereto under such leases
(including, without limitation, options to purchase); together with all present and future additions and accessions thereto, replacements therefor, component and auxiliary parts and supplies used or
to be used in connection therewith, and all substitutes for any of the foregoing, and all manuals, drawings, instructions, warranties and rights with respect thereto; wherever any of the foregoing is
located.

"Event of Default" has the meaning specified inSection 9.1.

"Exchange Act" means the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder.

"FDIC" means the Federal Deposit Insurance Corporation, and any Governmental Authority succeeding to any of its principal functions.

"Federal Funds Rate" means, for any day, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank
of New York on the Business Day next succeeding such day;providedthat (a) if such day is not a Business Day, the Federal Funds Rate for such
day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day,

ANNEX A8

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the Federal Funds Rate for such day shall be the average rate charged to the Bank on such day on such transactions as determined by the Agent.

"Federal Reserve Board" means the Board of Governors of the Federal Reserve System or any successor thereto.

"Financial Statements" means, according to the context in which it is used, the financial statements referred to in Sections 5.2 and 6.6or any other financial
statements required to be given to Agent or the Lenders pursuant to this Agreement.

"Fiscal Month" means the Borrower's fiscal month for financial accounting purposes.

"Fiscal Quarter" means the Borrowers' fiscal quarter for financial accounting purposes.

"Fiscal Year" means the Borrowers' fiscal year for financial accounting purposes. The current Fiscal Year of the Borrowers will end on
May 31, 2002.

"Fixed Assets" means, as to any Person, the Equipment and Real Estate of such Person.

"Funding Date" means the date on which a Borrowing occurs.

"GAAP" means generally accepted accounting principles and practices set forth from time to time in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar
functions of comparable stature and authority within the U.S. accounting profession), in effect in the United States, which are applicable to the circumstances as of the Closing Date.

"General Intangibles" means, as to any Person, all of such Person's now owned or hereafter acquired general intangibles, choses in
action and causes of action and all other intangible personal property of such Person of every kind and nature (other than Accounts), including, without limitation, all contract rights, payment
intangibles, Proprietary Rights, corporate or other business records, inventions, designs, blueprints, plans, specifications, patents, patent applications, trademarks, service marks, trade names,
trade secrets, goodwill, copyrights, computer software, customer lists, registrations, licenses, franchises, tax refund claims, any funds which may become due to such Person in connection with the
termination of any Plan or other employee benefit plan or any rights thereto and any other amounts payable to such Person from any Plan or other employee benefit plan, rights and claims against
carriers and shippers, rights to indemnification, business interruption insurance and proceeds thereof, property, casualty or any similar type of insurance and any proceeds thereof, proceeds of
insurance covering the lives of key employees on which such Person is beneficiary, rights to receive dividends, distributions, cash, Instruments and other property in respect of or in exchange for
pledged equity interests or Investment Property and any letter of credit, guarantee, claim, security interest or other security held by or granted to such Person.

"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any central bank (or similar
monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other
entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

"Guaranty" means, with respect to any Person, all obligations of such Person which in any manner directly or indirectly guarantee or
assure, or in effect guarantee or assure, the payment or performance of any indebtedness, dividend or other obligations of any other Person (the "guaranteed obligations"), or assure or in effect
assure the holder of the guaranteed obligations against loss in respect thereof, including any such obligations incurred through an agreement, contingent or otherwise: (a) to purchase the
guaranteed obligations or any property constituting security therefor; (b) to advance or supply funds

ANNEX A9

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for the purchase or payment of the guaranteed obligations or to maintain a working capital or other balance sheet condition; or (c) to lease property or to purchase any debt or equity
securities or other property or services.

"Hedge Agreement" means, with respect to any Person, any and all transactions, agreements or documents now existing or hereafter
entered into, which provides for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option,
or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging such Person's exposure to fluctuations in interest or exchange rates, loan, credit exchange,
security or currency valuations or commodity prices.

"Initial Funding Date" means the date of the funding of the Term Loans and the initial Revolving Loans hereunder.

"Instruments" means, as to any Person, all instruments as such term is defined in the UCC, now owned or hereafter acquired by such
Person.

"Intercompany Subordination Agreement" has the meaning set forth in the U.S. Credit Agreement.

"Interest Period" means, as to any LIBOR Rate Loan, the period commencing on the Funding Date of such Loan or on the
Continuation/Conversion Date on which the Loan is converted into or continued as a LIBOR Rate Loan, and ending on the date one, two, or three months thereafter as selected by any Borrower in its
Notice of Borrowing, in the form attached hereto asExhibit D, or Notice of Continuation/Conversion, in the form attached hereto as Exhibit E,
provided that:



"Interest Rate" means each or any of the interest rates, including the Default Rate, set forth in Section 2.1.

"Inventory" means, as to any Person, all of such Person's now owned and hereafter acquired inventory,
stock-in-trade, goods and merchandise, wherever located, to be furnished under any contract of service or held for sale or lease, all returned goods, raw materials,
work-in-process, finished goods (including embedded software), other materials and supplies of any kind, nature or description which are used or consumed in such Person's
business or used in connection with the packing, shipping, advertising, selling or finishing of such goods, merchandise, and all documents of title or other Documents representing them.

"Investment" means, as to any Person, any acquisition of property by such Person in exchange for cash or other property, whether in the
form of an acquisition of stock, debt, or other indebtedness or obligation, or the purchase or acquisition by such Person of any other property, or a loan, advance, capital contribution, or
subscription by such Person, except the following:



ANNEX A10

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"Investment Property" means, as to any Person, all of such Person's right title and interest in and to any and all:
(a) securities whether certificated or uncertificated; (b) securities entitlements; (c) securities accounts; (d) commodity contracts; or (e) commodity accounts.

"Ireland Debenture" means the Syndicated Composite Guarantee and Debenture of even date herewith among 3Com Technologies, 3Com Europe
Limited and Security Trustee, for the benefit of Lenders.

"IRS" means the Internal Revenue Service and any Governmental Authority succeeding to any of its principal functions under the Code.

"Lender" and "Lenders" have the meanings specified in the introductory paragraph hereof
and shall include the Agent to the extent of any Agent Advance outstanding and the Bank to the extent of any Non-Ratable Loan outstanding; providedthat no such Agent Advance or Non-Ratable Loan shall
be taken into account in determining any Lender's Pro Rata Share.

"Lenders' Liens" means the Liens in the Collateral granted to the Agent and/or Security Trustee, for the benefit of the Lenders, Bank,
and Agent pursuant to this Agreement and the other Loan Documents.

"Letter of Credit" has the meaning specified inSection 1.4(a).

"Letter of Credit Fee" has the meaning specified inSection 2.6.

"Letter of Credit Issuer" means the Bank, any affiliate of the Bank or any other financial institution that issues any Letter of Credit
pursuant to this Agreement.

"LIBOR Rate" means, for any Interest Period, with respect to LIBOR Rate Loans, the rate of interest per annum determined pursuant to
the following formula:

| |  | LIBOR Rate = |  | Offshore Base Rate1.00 - Eurodollar Reserve Percentage
| |  | ------------ |  | ------------------------------------------------------

Where,



ANNEX A11

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"LIBOR Rate Loans" means, collectively, the LIBOR Revolving Loans and the LIBOR Term Loans.

"LIBOR Revolving Loan" means a Revolving Loan during any period in which it bears interest based on the LIBOR Rate.

"LIBOR Term Loan" means any portion of a Term Loan during any period in which such portion bears interest based on the LIBOR Rate.

"Lien" means: (a) any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the
property, whether such interest is based on the common law, statute, or contract, and including a security interest, charge, claim, or lien arising from a mortgage, charge, deed of trust, encumbrance,
pledge, hypothecation, assignment, deposit arrangement, agreement, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes; (b) to the
extent not included underclause (a), any reservation, exception, encroachment, easement, right-of-way, covenant,
condition, restriction, lease or other title exception or encumbrance affecting property; and (c) any contingent or other agreement to provide any of the foregoing.

"Liquidity" means, at any time of measurement, the sum of: (a) the lesser of (y) $105,000,000 and (z) aggregate
Availability hereunder and under the U.S. Credit Agreement, plus (b) the amount of Qualified Cash Management Investments, valued at current market values and as most recently reported to Agent
in accordance withSection 5.2(k).

"Liquidity Trigger Event" means the first to occur of (1) an Event of Default (y) arising out of a breach of Section 7.25or (z) underSection 9.1 (a), or (2)acceleration of the Loans pursuant toSection 9.2 (a)(B).

"Loan Account" means the loan account of each Borrower, which account shall be maintained by the Agent.

"Loan Documents" means this Agreement, the Notes, the Security Documents, all Guaranties, the Intercompany Subordination Agreement, any
Hedge Agreements entered into by any Borrower or its Subsidiaries with Bank, and any other agreements, instruments, and documents heretofore, now or hereafter evidencing, securing, guaranteeing or
otherwise relating to the Obligations, the Collateral, or any other aspect of the transactions contemplated by this Agreement;provided, however,in no
event shall the Loan Documents include, or be deemed to include, the U.S. Loan Documents.

"Majority Lenders" means at any date of determination Lenders whose Pro Rata Shares aggregate more than 50%, but in no event fewer than
two (2) Lenders if there exist at least two (2) Lenders at such time.

"Margin Stock" means "margin stock" as such term is defined in Regulation T, U or X of the Federal Reserve Board.

"Material Adverse Effect" means (a) a material adverse change in, or a material adverse effect upon, the operations, business,
properties, or condition (financial or otherwise) of the Borrowers and the Restricted Subsidiaries (taken as a whole), or the Collateral (taken as a whole); (b) a material impairment of the
ability of any Borrower or any of its Restricted Subsidiaries to perform under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding
effect or enforceability against the Borrowers of any Loan Document to which it is a party.

ANNEX A12

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"Maximum Inventory Loan Amount" means, as of any date of measurement (a) $50,000,000, less (b) the U.S. Aggregate
Revolver Outstandings advanced against Eligible Inventory of the U.S. Borrower.

"Maximum Revolver Amount" means, as of any date of measurement (a) $105,000,000, less (b) the U.S. Aggregate Revolver
Outstandings.

"Minimum Price" for any parcel of Real Estate, has the meaning set forth on Schedule 3.4(b).

"Mortgages" means and includes any and all of the mortgages, charges, deeds of trust, deeds to secure debt, assignments and other
instruments executed and delivered by any Borrower to or for the benefit of the Security Trustee or the Agent by which the Security Trustee or the Agent, on behalf of the Lenders, acquires a Lien on
the Real Estate of any Borrower or a collateral assignment of any Borrower's interest under leases of Real Estate, and all amendments, modifications and supplements thereto.

"Net Amount of Eligible Accounts" means, at any time, the gross amount of Eligible Accounts, calculated in Dollars, less sales, excise
or similar taxes, and less returns, discounts, claims, credits and allowances, accrued rebates, offsets, deductions, unapplied cash, counterclaims, disputes and other defenses of any nature at any
time issued, owing, granted, outstanding, available or claimed.

"Net Proceeds" has the meaning specified inSection 3.4(b).

"Non-Ratable Loan" and "Non-Ratable Loans" have the meanings
specified inSection 1.2(h).

"Notes" means, collectively, the Revolving Loan Notes and Term Loan Notes.

"Notice of Borrowing" has the meaning specified inSection 1.2(b).

"Notice of Continuation/Conversion" has the meaning specified inSection 2.2(b).

"Obligations" means all present and future loans, advances, liabilities, obligations, covenants, duties, and debts owing by any
Borrower to the Agent, the Security Trustee and/or any Lender, arising under or pursuant to this Agreement or any of the other Loan Documents, whether or not evidenced by any note, or other instrument
or document, whether arising from an extension of credit, opening of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, whether direct or indirect, absolute or contingent,
due or to become due, primary or secondary, as principal or guarantor, and including all principal, interest (including any interest which accrues after the filing of a proceeding under the Bankruptcy
Code or which would have accrued but for such filing), charges, expenses, fees, attorneys' fees, filing fees and any other sums chargeable to any Borrower hereunder or under any of the other Loan
Documents. "Obligations" includes, without limitation, (a) all debts, liabilities, and obligations now or hereafter arising from or in connection with the Letters of Credit and (b) all
debts, liabilities and obligations now or hereafter arising from or in connection with Bank Products. In no event shall Obligations include, or be deemed to include, any Debt, indebtedness,
liabilities or obligations of 3Com Corporation, a Delaware corporation, or any of its subsidiaries or affiliates incorporated or organized under the laws of any jurisdiction within the United States
of America.

"Other Taxes" means any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies
which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Documents.

"Parent" has the meaning specified in the recitals hereof.

"Participant" means any Person who shall have been granted the right by any Lender to participate in the financing provided by such
Lender under this Agreement, and who shall have entered into a participation agreement in form and substance satisfactory to such Lender.

ANNEX A1

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"Payment Account" means each bank account established pursuant to clause 7.3 of the U.K. Debenture, to which the proceeds of
Accounts and other Collateral are deposited or credited, and which is maintained in the name of any Borrower, as the Agent may determine, on terms acceptable to the Agent.

"PBGC" means the Pension Benefit Guaranty Corporation or any Governmental Authority succeeding to the functions thereof.

"Pending Revolving Loans" means, at any time, the aggregate principal amount of all Revolving Loans requested in any Notice of
Borrowing received by the Agent which have not yet been advanced.

"Pension Plan" means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA which any Borrower
sponsors, maintains, or to which it makes, is making, or is obligated to make contributions, or in the case of a Multi-employer Plan has made contributions at any time during the immediately preceding
five (5) plan years.

"Permitted Liens" means:



ANNEX A2

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"Person" means any individual, sole proprietorship, partnership, limited liability company, unlimited liability company, body
corporate, joint venture, trust, unincorporated organization, association, corporation, Governmental Authority, or any other entity.

"Priority Payable Reserve" means any reserve that the Agent may from time to time may establish (in its sole discretion after the
occurrence of a Default or an Event of Default) for Eligible Inventory located in a jurisdiction where (y) unpaid suppliers are entitled to a Lien, claim, or trust against such Inventory that
would be prior to orpari passuwith, Agent's Lien thereon, which reserve shall be in an amount determined by the Agent to be sufficient to repay any
amounts payable to such supplier to release such supplier's claim with respect to such Inventory, or (z) such Inventory is subject to prior claims for value added taxes, amounts payable to
inland revenue, social security, occupational and state pension schemes, or unpaid employee salaries.

"Proprietary Rights" means, as to any Person, all of such Person's now owned and hereafter arising or acquired: licenses, franchises,
permits, patents, patent rights, copyrights, registered designs, works which are the subject matter of copyrights, trademarks, service marks, trade names, trade styles, patent, trademark and service
mark applications, and all licenses and rights related to any of the foregoing,

ANNEX A3

---

and all other rights under any of the foregoing, all extensions, renewals, reissues, divisions, continuations, and continuations-in-part of any of the foregoing, and all rights
to sue for past, present and future infringement of any of the foregoing.

"Pro Rata Share" means, with respect to a Lender, a fraction (expressed as a percentage), the numerator of which is the amount of such
Lender's Commitment and the denominator of which is the sum of the amounts of all of the Lenders' Commitments, or if no Commitments are outstanding, a fraction (expressed as a percentage), the
numerator of which is the amount of Obligations owed to such Lender and the denominator of which is the aggregate amount of the Obligations owed to the Lenders, in each case giving effect to a
Lender's participation in Non-Ratable Loans and Agent Advances.

"Qualified Cash Management Investments" means, at any time of measurement, the aggregate Cash Management Investments that are:
(a) owned by Parent or its Subsidiaries, (b) in conformity with the investment policy approved by the audit committee of Parent's Board of Directors, (c) unencumbered by any Lien
(other than any Lien in favor of Agent or in favor of any depositary institution or financial intermediary on whose books the Cash Management Investment is carried, and in the latter case only to
secure fees and costs arising out of carrying such Cash Management Investment), and (d) if owned by Borrowers, Restricted Subsidiaries or U.S. Restricted Subsidiaries, immediately distributable
to Parent, directly or indirectly, without restriction (including any legal restrictions of any relevant jurisdiction on such Person's distributable assets) and without the need to obtain the consent
of any third Person or the approval of any Governmental Authority. Not more than $50,000,000 at any one time of Cash Management Investments owned by Unrestricted Subsidiaries may be considered
Qualified Cash Management Investments.

"Qualified Custodial Account" means any of 3Com Tech's custodial or other investment accounts designated by 3Com Tech that meet the
following criteria: (i) such account is a securities account (as defined in Section 8501 of the UCC); (ii) such account is maintained by a securities intermediary whose
jurisdiction (as defined in Section 8110 of the UCC) is in the United States; (iii) such securities intermediary has entered into a control agreement with Agent, on terms satisfactory to
Agent, which among other things is sufficient to give Agent, for the benefit of the Lenders, control (as defined in Section 8106 of the UCC) over the securities account, any security
entitlements therein, and any securities therein. As of the Closing Date, the following accounts are Qualified Custodial Accounts: Custodial Account Number CMYF 2000002 maintained at Mellon Bank, N.A.

"Real Estate" means, as to any Person, all of such Person's now or hereafter owned or leased estates in real property, including,
without limitation, all fees, leaseholds and future interests, together with all of such Person's now or hereafter owned or leased interests in the improvements thereon, the fixtures attached thereto
and the easements appurtenant thereto.

"Release" means a release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration
of a Contaminant into the indoor or outdoor environment or into or out of any Real Estate or other property, including the movement of Contaminants through or in the air, soil, surface water,
groundwater or Real Estate or other property.

"Reportable Event" means, any of the events set forth in Section 4043(b) of ERISA or the regulations thereunder, other than any
such event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the PBGC.

"Required Lenders" means at any time Lenders whose Pro Rata Shares aggregate more than 662/3%, but, in any event no
fewer than two (2) Lenders if there exist at least two (2) Lenders at such time.

"Requirement of Law" means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of an
arbitrator or of a Governmental Authority, in each case applicable to

ANNEX A4

---

or binding upon the Person or any of its property or to which the Person or any of its property is subject.

"Reserves" means reserves that limit the availability of credit hereunder, consisting of reserves against Availability, Eligible
Accounts or Eligible Inventory, established by Agent from time to time in Agent's reasonable credit judgment. Without limiting the generality of the foregoing, the following reserves shall be deemed
to be a reasonable exercise of Agent's credit judgment: (a) Bank Product Reserves, (b) a reserve for accrued, unpaid interest on the Obligations, (c) reserves for not less than
three months rent at leased locations subject to statutory or contractual landlord liens or where Agent has not received an acceptable agreement from the landlord; (d) Inventory shrinkage;
(e) Environmental Compliance Reserves; (f) Royalty Reserves; (g) customs charges; (h) Priority Payable Reserves; (i) Deferred Revenue Reserves; (j) Warranty /
Technical Support Reserves; (k) Dilution Reserves; and (l) warehousemen's or bailees' charges.

"Responsible Officer" means the chief executive officer or the president of the Borrower, or any other officer having substantially the
same authority and responsibility; or, with respect to compliance with financial covenants, designation of any replacement accounts to the Designated Accounts pursuant to Section 1.2(c)and the
preparation of the Borrowing Base Certificate, the chief financial officer, the treasurer, the assistant treasurer, and
corporate controller of the Borrower, or any other officer having substantially the same authority and responsibility.

"Restricted Subsidiary" means 3Com UK Holdings Ltd.; and 3Com IFSC (Ireland); and any Subsidiary acquired or created after the
Closing Date and designated to the Agent as a Restricted Subsidiary by Administrative Borrower.

"Revolving Loans" has the meaning specified inSection 1.2and includes each
Agent Advance and Non-Ratable Loan.

"Revolving Loan Note" and "Revolving Loan Notes" have the meanings specified in
Section 1.2(a)(ii).

"Royalty Reserve" means any reserve that the Agent may from time to time establish (in its sole discretion after the occurrence of a
Default or an Event of Default) for Inventory subject to license agreements with third parties, in an amount determined by the Agent to be sufficient to make any required royalty payments owing by
Borrowers with respect to such Inventory.

"Securities Act" means the Securities Act of 1933 and the rules and regulations promulgated thereunder.

"Security Documents" means, collectively, the UK Mortgage, the UK Debenture, the Ireland Debenture, and the Cayman Debenture.

"Security Trustee" means the Bank, solely in its capacity as trustee for the Agent and the Lenders, and any successor trustee thereto.

"Settlement" and "Settlement Date" have the meanings specified in Section 12.15(a)(ii).

"Short-term Investments" means investments with maturities exceeding three months but less than three years.

"Solvent" means, when used with respect to any Person, that at the time of determination:



ANNEX A5

---



For
purposes of determining whether a Person is Solvent, the amount of any contingent liability shall be computed as the amount that, in light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. At all times after the Initial Funding Date, the definition of the term "Solvent"
shall be limited to subsections (c) and (d) above.

"Stated Termination Date" means November 28, 2004.

"Subsidiary" of a Person means any corporation, association, partnership, limited liability company, unlimited liability company, body
corporate, joint venture or other business entity of which more than fifty percent (50%) of the voting stock or other equity interests (in the case of Persons other than corporations), is owned or
controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof. Unless the context otherwise clearly requires, references herein to a
"Subsidiary" refer to a Subsidiary of each Borrower.

"Taxes" means any and all present or future taxes, levies, imposts, deductions, charges or withholdings which arise from any payment
made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Documents, or arising out of the transactions evidenced hereunder or
thereunder, and all liabilities with respect thereto, excluding, in the case of each Lender and the Agent, such taxes (including income taxes or franchise taxes) as are imposed on or measured by the
Agent's or each Lender's net income in any the jurisdiction (whether federal, state or local and including any political subdivision thereof) under the laws of which such Lender or the Agent, as the
case may be, is organized or maintains a lending office.

"Term Loan" and "Term Loans" have the meanings specified in Section 1.3(a).

"Term Loan Note" and "Term Loan Notes" have the meanings specified in Section 1.3(c).

"Termination Date" means the earliest to occur of (i) the Stated Termination Date, (ii) the date the Total Facility is
terminated either by all the Borrowers pursuant toSection 3.2or by the Required Lenders pursuant to Section 9.2, and (iii) the date this
Agreement is otherwise terminated for any reason whatsoever pursuant to the terms of this Agreement.

"Total Facility" has the meaning specified inSection 1.1.

"Trust Property" all or any of the assets, rights, powers authorities and discretions at any time subject to or expressed to be subject
to the security from time to time constituted by or arising pursuant to the Security Documents or vested in the Security Trustee or given under or pursuant to the Security Documents including all
income and other sums at any time received or receivable by the Security Trustee in respect thereof;

"UCC" means the Uniform Commercial Code, as in effect from time to time, of the State of California or of any other state the laws of
which are required as a result thereof to be applied in connection with the issues of perfection, continuation, or enforcement of security interests; provided, that to the extent that the UCC is used to
define any term herein or in any other documents and such term is defined differently in different
Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern.

"UK Debenture" means the Syndicated Composite Guarantee and Debenture of even date herewith among 3Com Technologies, 3Com Europe
Limited, 3Com U.K. Holdings Limited and Security Trustee, for the benefit of Lenders.

ANNEX A6

---

"UK Mortgage" means the legal mortgage of even date herewith between 3Com Europe Limited and the Security Trustee, for the benefit of
Lenders, relating to land situated in Hemel Hempstead, Hertfordshire, England.

"Unrestricted Subsidiary" means any Subsidiary of Parent that is not a Restricted Subsidiary or a U.S. Restricted Subsidiary.

"Unused Letter of Credit Subfacility" means an amount equal to (a) $25,000,000minus(b) the sum of (i) the aggregate undrawn amount of all outstanding
Letters of Credit and U.S. Letters of Credit plus, without duplication, (ii) the aggregate unpaid reimbursement obligations with respect to all Letters of Credit and U.S. Letters of Credit.

"U.S. Aggregate Revolver Outstandings" means, as of any date of measurement, the "Aggregate Revolver Outstandings" (as that term is
defined in the U.S. Credit Agreement).

"U.S. Borrower" means 3Com Corporation.

"U.S. Commitments" means, with respect to any Lender, such Lender's "Commitments" (as that term is defined in the U.S. Credit
Agreement").

"U.S. Credit Agreement" means that certain Credit Agreement, of even date herewith, among Agent, Lenders, and U.S. Borrower."

"U.S. Facility" means, collectively, the revolving and term loan facilities in favor of the U.S. Borrower, making up the "Total
Facility" (as that term is defined in the U.S. Credit Agreement).

"U.S. Letters of Credit" means "Letters of Credit" (as that term is defined in the U.S. Credit Agreement) issued for the benefit of
U.S. Borrower.

"U.S. Loan Documents" means "Loan Documents," as that term is defined in the U.S. Credit Agreement.

"U.S. Loans" means, with respect to any Lender, such Lender's "Loans" (as that term is defined in the U.S. Credit Agreement).

"U.S. Loan Obligations" means, as of any date of measurement, the then outstanding "Obligations" (as that term is defined in the U.S.
Credit Agreement) of U.S. Borrower.

"U.S. Restricted Subsidiary" means a "Restricted Subsidiary" under the U.S. Credit Agreement that is not a Restricted Subsidiary
hereunder.

"U.S. Term Loans" means the "Term Loans" (as that term is defined in the U.S. Credit Agreement).

"Unused Line Fee" has the meaning specified inSection 2.5.

"Warranty/Technical Support Reserve" means the reserve that the Agent may from time to time establish (in its sole discretion after the
occurrence of a Default or an Event of Default) for the potential offset against the Borrower's Accounts arising from obligations the Borrowers may have to an Account Debtor for warranty and technical
support services.

2.Accounting Terms.Any accounting term used in the Agreement shall have, unless otherwise
specifically provided herein, the meaning customarily given in accordance with GAAP, and all financial computations in the Agreement shall be computed, unless otherwise specifically provided therein,
in accordance with GAAP as consistently applied and using the same method for inventory valuation as used in the preparation of the Financial Statements.

3.Interpretive Provisions.

ANNEX A7

---



ANNEX A8

---



EXHIBIT A-1        FORM OF REVOLVING LOAN NOTE

Exhibit A1

---

EXHIBIT A-2        FORM OF TERM LOAN NOTE

Exhibit A2

---



EXHIBIT B        FORM OF BORROWING BASE CERTIFICATE

Exhibit B1

---



EXHIBIT C        FINANCIAL STATEMENTS

Exhibit C1

---



EXHIBIT D        NOTICE OF BORROWING

Date:            ,
200

|To: |  | Bank of America, N.A. as Agent for the Lenders who are parties to the Credit Agreement dated as of            , 2001 (as extended, renewed, amended or restated
from time to time, the "Credit Agreement") among 3Com Europe Limited, 3Com Technologies, certain Lenders which are signatories thereto and Bank of America, N.A., as Agent
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Ladies
and Gentlemen:

The
undersigned, 3COM TECHNOLOGIES, an exempted limited liability company incorporated in the Cayman Islands ("3Com Tech"), with offices at Ballycoolin Business Park, Blanchardstown,
Dublin 15, Ireland, and 3COM EUROPE LIMITED., a company incorporated in England and Wales with registered number 2600346 ("3Com Europe"), with offices at Boundary Way, Hemel Hempstead HP2 7YU, England
(each of 3Com Tech and 3Com Europe individually, a "Borrower" and collectively, the "Borrowers"), refer to the Credit Agreement, the terms defined therein being used herein as therein defined, and
hereby give you notice irrevocably of the Borrowing specified below:



The
undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Borrowing, before and after giving effect
thereto and to the application of the proceeds therefrom:



| |  | [NAME OF ADMINISTRATIVE BORROWER]
| |  | ---------------------------------
| |  | By:                              
| |  | Title:                           

EXHIBIT D1

---



EXHIBIT E        NOTICE OF CONTINUATION/CONVERSION

Date:            ,
200

|To: |  | Bank of America, N.A. as Agent for the Lenders to the Credit Agreement dated as of            , 200 (as extended, renewed, amended or restated from time to
time, the "Credit Agreement") among 3Com Europe Limited, 3Com Technologies, certain Lenders which are signatories thereto and Bank of America, N.A., as Agent
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Ladies
and Gentlemen:

The
undersigned, 3Com Europe Limited, 3Com Technologies (each, a "Borrower" and collectively, the
"Borrowers"), refers to the Credit Agreement, the terms defined therein being used herein as therein defined, and hereby gives you notice irrevocably of
the [conversion] [continuation] of the Loans specified herein, that:



The
undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the proposed Continuation/Conversion Date, before and after giving
effect thereto and to the application of the proceeds therefrom:



| |  | [NAME OF ADMINISTRATIVE BORROWER]
| |  | ---------------------------------
| |  | By:                              
| |  | Title:                           

EXHIBIT E1

---



EXHIBIT F        [FORM OF] ASSIGNMENT AND ACCEPTANCE AGREEMENT

This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and Acceptance") dated as of            ,
200    is made between            (the "Assignor")
and            (the
"Assignee").

RECITALS

WHEREAS, the Assignor is party to that certain Credit Agreement dated as of            , 200    (as amended, amended and restated,
modified, supplemented or renewed, the "Credit Agreement") among            , a[n]
            corporation and
            , a[n]            corporation (each, a "Borrower" and collectively, the
"Borrowers"), the several financial institutions from time to time party thereto (including the Assignor, the
"Lenders"), and Bank of America, N. A., as agent for the Lenders (the "Agent"). Any terms defined in the
Credit Agreement and not defined in this Assignment and Acceptance are used herein as defined in the Credit Agreement;

WHEREAS,
as provided under the Credit Agreement, the Assignor has committed to making Loans (the "Committed Loans") to the Borrowers in
an aggregate amount not to exceed $         (the "Commitment");

WHEREAS,
the Assignor has made Committed Loans in the aggregate principal amount of $         to the Borrowers

WHEREAS,
[the Assignor has acquired a participation in its pro rata share of the Lenders' liabilities under Letters of Credit in an aggregate principal amount of
$         (the "L/C Obligations")] [no Letters of Credit are outstanding under the Credit Agreement]; and

WHEREAS,
the Assignor wishes to assign to the Assignee [part of the] [all] rights and obligations of the Assignor under the Credit
Agreement in respect of its Commitment, together with a corresponding portion of each of its outstanding Committed Loans and L/C Obligations, in an amount equal to $         (the
"Assigned Amount") on the terms and subject to the conditions set forth herein and the Assignee wishes to accept assignment of such rights and to assume
such obligations from the Assignor on such terms and subject to such conditions;

NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:

1.Assignment and Acceptance.



EXHIBIT F1

---



2.Payments.



3.Reallocation of Payments.

Any
interest, fees and other payments accrued to the Effective Date with respect to the Commitment, and Committed Loans and L/C Obligations shall be for the account of the Assignor.
Any interest, fees and other payments accrued on and after the Effective Date with respect to the Assigned Amount shall be for the account of the Assignee. Each of the Assignor and the Assignee agrees
that it will hold in trust for the other party any interest, fees and other amounts which it may receive to which the other party is entitled pursuant to the preceding sentence and pay to the other
party any such amounts which it may receive promptly upon receipt.

4.Independent Credit Decision.

The
Assignee (a) acknowledges that it has received a copy of the Credit Agreement and the Schedules and Exhibits thereto, together with copies of the most recent financial
statements of each Borrower, and such other documents and information as it has deemed appropriate to make its own credit and legal analysis and decision to enter into this Assignment and Acceptance;
and (b) agrees that it will, independently and without reliance upon the Assignor, the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit and legal decisions in taking or not taking action under the Credit Agreement.

5.Effective Date; Notices.



EXHIBIT F2

---



6.[Agent.[INCLUDE ONLY IF ASSIGNOR IS
AGENT]



7.Withholding Tax.

[Conform
to Credit Agreement]

8.Representations and Warranties.



EXHIBIT F3

---



9.Further Assurances.

The
Assignor and the Assignee each hereby agree to execute and deliver such other instruments, and take such other action, as either party may reasonably request in connection with
the transactions contemplated by this Assignment and Acceptance, including the delivery of any notices or other documents or instruments to the Borrowers or the Agent, which may be required in
connection with the assignment and assumption contemplated hereby.

10.Miscellaneous.



NOTE: ASSIGNMENTS HEREUNDER MAY ONLY BE EFFECTED IN CONJUNCTION WITH A PROPORTIONAL ASSIGNMENT OF ASSIGNOR'S U.S. LOANS AND U.S. COMMITMENTS AS SET FORTH INSECTION 11.2(g)OF THE CREDIT
AGREEMENT.

EXHIBIT F4

---

IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Assignment and Acceptance to be executed and delivered by their duly authorized officers as of the date first above
written.

| |  | [ASSIGNOR]
| |  | ----------
| |  | By:       
| |  | Title:    
| |  | Address:  
| |  | [ASSIGNEE]
| |  | By:       
| |  | Title:    
| |  | Address:  

EXHIBIT F5

---



SCHEDULE 1  to  ASSIGNMENT AND ACCEPTANCE        NOTICE OF ASSIGNMENT AND ACCEPTANCE

, 200

|Bank of America, N.A |  | 
|-------------------- |  | 
|                     |  | 
|                     |  | 
|Attn:                |  | 

Re: [Name and Address of Borrowers]

Ladies
and Gentlemen:

We
refer to the Credit Agreement dated as of            , 200  (as amended, amended and restated, modified, supplemented or renewed from time to time the
"Credit Agreement") among            and            (each, a "Borrower" and
collectively, the "Borrowers"), the Lenders referred to therein and Bank of America, N. A., as agent for the Lenders (the
"Agent"). Terms defined in the Credit Agreement are used herein as therein defined.

1.  We
hereby give you notice of, and request your consent to, the assignment by            (the "Assignor") to
            (the "Assignee") of      % of the right, title and interest of the Assignor in and to the Credit
Agreement (including the
right, title and interest of the Assignor in and to the Commitments of the Assignor, all outstanding Loans made by the Assignor and the Assignor's participation in the Letters of Credit pursuant to
the Assignment and Acceptance Agreement attached hereto (the "Assignment and Acceptance"). We understand and agree that the Assignor's Commitment, as of
            , 200 , is $         , the aggregate amount of its outstanding Loans is
$            , and its participation in L/C Obligations is $            .

2.  The
Assignee agrees that, upon receiving the consent of the Agent and, if applicable, the Borrowers to such assignment, the Assignee will be bound by the terms of
the Credit Agreement as fully and to the same extent as if the Assignee were the Lender originally holding such interest in the Credit Agreement.

3.  The
following administrative details apply to the Assignee:

| |  | (A) | Notice Address:       |    |  |  | 
| |  | --- | --------------------- | -- |  |  | 
| |  |     | Assignee name:        |    |  |  | 
| |  |     | Address:              |    |  |  | 
| |  |     |                       |    |  |  | 
| |  |     |                       |    |  |  | 
| |  |     | Attention:            |    |  |  | 
| |  |     | Telephone: (          | )  |  |  | 
| |  |     | Telecopier: (         | )  |  |  | 
| |  |     | Telex (Answerback     | ): |  |  | 
| |  | (B) | Payment Instructions: |    |  |  | 
| |  |     | Account No.:          |    |  |  | 
| |  |     | At:                   |    |  |  | 
| |  |     |                       |    |  |  | 
| |  |     |                       |    |  |  | 
| |  |     | Reference:            |    |  |  | 
| |  |     | Attention:            |    |  |  | 

4.  You
are entitled to rely upon the representations, warranties and covenants of each of the Assignor and Assignee contained in the Assignment and Acceptance.

SCHEDULE 111

---

IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Notice of Assignment and Acceptance to be executed by their respective duly authorized officials, officers or agents
as of the date first above mentioned.

| |  | Very truly yours, 
| |  | ------------------
| |  | [NAME OF ASSIGNOR]
| |  | By:               
| |  | Title:            
| |  | [NAME OF ASSIGNEE]
| |  | By:               
| |  | Title:            

|ACKNOWLEDGED AND ASSIGNMENT
CONSENTED TO: |  | 
|----------------------------------------- |  | 
|Bank of America, N. A.,
as Agent          |  | 
|By:                                       |  | 
|Title:                                    |  | 

SCHEDULE 112

---



SCHEDULE 1.2        COMMITMENTS

|Lender                                   |  | Revolving Loan Commitment |  | Term Loan Commitment |  | Pro Rata Share
|---------------------------------------- |  | ------------------------- |  | -------------------- |  | --------------
|Bank of America, N.A.                    |  | $25,000,000               |  | $3,571,428.57        |  | 23.81%        
|Foothill Capital Corporation             |  | $25,000,000               |  | $3,571,428.57        |  | 23.81%        
|The CIT Group/Business Credit, Inc.      |  | $12,500,000               |  | $1,785,714.29        |  | 11.90%        
|Congress Financial Corporation (Western) |  | $15,000,000               |  | $2,142,857.14        |  | 14.29%        
|General Electric Capital Corporation     |  | $15,000,000               |  | $2,142,857.14        |  | 14.29%        
|PNC Bank, National Association           |  | $12,500,000               |  | $1,785,714.29        |  | 11.90%        

SCHEDULE 1.21

---



SCHEDULE 3.4(B)

|3Com Centre                   |  |   |              
|----------------------------- |  | - | -------------
|Boundary Way                  |  |   |              
|Hemel Hempstead Hertfordshire |  |   |              
|United Kingdom                |  | $ | 25,500,000.00

SCHEDULE 3.4(B)1

---

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