<PAGE>
                                                                    Exhibit 10.1


                       GOLDMAN SACHS CREDIT PARTNERS L.P.
                                 85 BROAD STREET
                            NEW YORK, NEW YORK 10004



PERSONAL AND CONFIDENTIAL

December 20, 2006

3Com Technologies
c/o 3Com Corporation
350 Campus Drive
Marlborough, MA 01752

Attention: Don Halsted

                                Commitment Letter

Ladies and Gentlemen:

We are pleased to confirm the arrangements under which Goldman Sachs Credit
Partners L.P. ("GSCP") is exclusively authorized by 3Com Technologies (the
"COMPANY") to act as sole lead arranger, sole bookrunner and sole syndication
agent in connection with, and commits to provide the financing for, certain
transactions described herein, in each case on the terms and subject to the
conditions set forth in this letter and the attached Annexes A, B and C hereto
(collectively, the "COMMITMENT LETTER").

You have informed GSCP that the Company, an indirect wholly-owned subsidiary of
3Com Corporation, intends to form a newly created entity (the "BORROWER") and
contribute to the Borrower all of the equity the Company owns in Huawei-3Com
Co., Limited ("H3C" and together with its subsidiaries, the "ACQUIRED BUSINESS")
and no less than $382.0 million in cash (the creation of Borrower and equity and
cash contribution referred to as the "BORROWER CAPITALIZATION"). You have
informed us that, after the Borrower Capitalization, the Company (or the
Borrower, if proper consents can be obtained from the Seller) intends to acquire
(the "ACQUISITION") all of the equity in H3C that it does not then currently own
such that H3C shall be a wholly-owned subsidiary of the Borrower (after a
concurrent contribution of such acquired shares of H3C to the Borrower if
acquired by the Company). You have also informed us that the Acquisition will be
financed from the following sources:

     -   up to $500.0 million under a senior secured term loan facility (the
         "SENIOR FACILITY") having the terms substantially as set forth on Annex
         B and which may be funded prior to completion of a successful
         syndication subject to the terms and conditions herein and in the Fee
         letter (as defined below); and

     -   the $382.0 million cash contribution from the Company in the Borrower
         (the "EQUITY CONTRIBUTION") on terms and conditions reasonably
         satisfactory to GSCP and cash and cash equivalents on hand at the
         Acquired Business of no less than $150.0 million (the "CASH
         CONTRIBUTION").

GSCP is pleased to confirm its commitment to act, and you hereby appoint GSCP to
act, as sole lead arranger, sole bookrunner and sole syndication agent in
connection with the Senior Facility, and to


<PAGE>

3Com Technologies
December 20, 2006
Page 2


provide the Borrower the full $500.0 million of the Senior Facility on the terms
and subject to the conditions contained in this Commitment Letter and the Fee
Letter (as defined below). Our fees for services related to the Senior Facility
are set forth in a separate fee letter (the "FEE LETTER") entered into by the
Company and GSCP on the date hereof.

GSCP's commitment is subject, in its reasonable discretion, to the following
conditions: (i) there shall not have been, since December 31, 2005, any material
adverse change, or any development involving a prospective material adverse
change, in or affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company or the Acquired
Business and their respective subsidiaries; and (ii) there shall not have been,
after the date of this Commitment Letter, any disruption, adverse change or
condition in the financial, banking or capital markets generally, or in the
market for loan syndications or high yield debt in particular which, in GSCP's
reasonable judgment, has materially impaired, or would reasonably be likely to
materially impair, the successful syndication of the Senior Facility. GSCP's
commitment is also subject, in its reasonable discretion, to the satisfactory
negotiation, execution and delivery of appropriate loan documents relating to
the Senior Facility including, without limitation, a credit agreement,
guarantees, security agreements, pledge agreements, real property security
agreements, opinions of counsel and other related definitive documents
(collectively, the "LOAN DOCUMENTS") to be based upon and substantially
consistent with the terms set forth in this Commitment Letter. Our commitment is
also conditioned upon and made subject to our not becoming aware after the date
hereof of any new or inconsistent information or other matter not previously
disclosed to us relating to the Acquired Business or the Acquisition or the
transactions contemplated by this Commitment Letter which GSCP, in its
reasonable judgment, deems material and adverse relative to the information or
other matters disclosed to us prior to the date hereof taken in the aggregate.

GSCP intends and reserves the right to syndicate the Senior Facility to the
Lenders (as defined in Annex B), and you acknowledge and agree that GSCP intends
to commence syndication efforts promptly following your acceptance of this
Commitment Letter. GSCP will select the Lenders after consultation with the
Company. GSCP will lead the syndication, including determining the timing of all
offers to potential Lenders, any title of agent or similar designations or roles
awarded to any Lender and the acceptance of commitments, the amounts offered and
the compensation provided to each Lender from the amounts to be paid to GSCP
pursuant to the terms of this Commitment Letter and the Fee Letter. GSCP will
determine the final commitment allocations and will notify the Company of such
determinations. The Company agrees to use all commercially reasonable efforts to
ensure that GSCP's syndication efforts benefit from the existing lending
relationships of the Company and the Acquired Business and their respective
subsidiaries. To facilitate an orderly and successful syndication of the Senior
Facility, you agree that, until the earlier of the termination or successful
completion of the syndication as determined by GSCP and 90 days following the
date of initial funding under the Senior Facility, neither 3Com Corporation (for
so long as it is a Guarantor (as defined in Annex B)) nor the Company (for so
long as it is a Guarantor) will, and the Company will use commercially
reasonable efforts to obtain contractual undertakings from the Acquired Business
that it will not, syndicate or issue, attempt to syndicate or issue, announce or
authorize the announcement of the syndication or issuance of, or engage in
discussions concerning the syndication or issuance of, any debt facility or debt
security of the Acquired Business, 3Com Corporation or the Company or any of
their respective subsidiaries or affiliates (other than the Senior Facility and
other indebtedness contemplated hereby to remain outstanding after the Closing
Date), including any renewals or refinancings of any existing debt facility or
debt security, without the prior written consent of GSCP.


<PAGE>

3Com Technologies
December 20, 2006
Page 3


The Company agrees to cooperate with GSCP, and agrees to use its commercially
reasonable efforts to cause the Acquired Business to cooperate with GSCP, in
connection with (i) the preparation of an information package regarding the
business, operations, financial projections and prospects of the Company and the
Acquired Business including, without limitation, the delivery of all information
relating to the transactions contemplated hereunder prepared by or on behalf of
the Company, 3Com Corporation or the Acquired Business deemed reasonably
necessary by GSCP to complete the syndication of the Senior Facility and (ii)
the presentation of an information package reasonably acceptable in format and
content to GSCP in meetings and other communications with prospective Lenders in
connection with the syndication of the Senior Facility (including, without
limitation, direct contact between senior management and representatives of the
3Com Corporation, the Company and the Acquired Business with prospective Lenders
and participation of such persons in meetings). The Company further agrees that
the commitment of GSCP hereunder is conditioned upon the Company's satisfaction
of the requirements of the foregoing provisions of this paragraph by a date
sufficient to afford the Arranger a period of at least 30 consecutive days
following the launch of the general syndication of the Senior Facility to
syndicate the Senior Facility prior to the Closing Date (as defined in Annex B);
provided that such period shall not include any day from and including December
20, 2006 through and including January 7, 2007; provided, further, that such
condition may be waived by GSCP in its sole discretion or as provided for in the
Fee Letter (and GSCP agrees, subject to the terms and conditions set forth
herein, to use its commercially reasonable efforts to fund the Senior Facility
within six or more Hong Kong business days notice). The Company will be solely
responsible for the contents of any such information package and presentation
and acknowledge that GSCP will be using and relying upon the information
contained in such information package and presentation without independent
verification thereof. The Company agrees that information regarding the Senior
Facility and information provided by the Company, the Acquired Business or their
respective representatives to GSCP in connection with the Senior Facility
(including, without limitation, draft and execution versions of the Loan
Documents, publicly filed financial statements, and draft or final offering
materials relating to contemporaneous or prior securities issuances by the
Company or the Acquired Business) may be disseminated to potential Lenders and
other persons through one or more internet sites (including an IntraLinks,
SyndTrak or other electronic workspace (the "PLATFORM")) created for purposes of
syndicating the Senior Facility or otherwise, in accordance with GSCP's standard
syndication practices (including hard copy and via electronic transmissions),
and you acknowledge that neither GSCP nor any of its affiliates will be
responsible or liable to you or any other person or entity for damages arising
from the use by others of the information or other materials obtained on the
Platform.

At the request of GSCP, the Company agrees to prepare a version of the
information package and presentation that does not contain material non-public
information concerning 3Com Corporation, the Company or the Acquired Business,
their respective affiliates or their securities. In addition, the Company agrees
that unless specifically labeled "Private -- Contains Non-Public Information,"
no information, documentation or other data disseminated to prospective Lenders
in connection with the syndication of the Senior Facility, whether through an
internet site (including, without limitation, the Platform), electronically, in
presentations at meetings or otherwise, will contain any material non-public
information concerning the Company or the Acquired Business, their respective
affiliates or their securities.

The Company represents and covenants that (i) all information (other than
financial projections) provided directly or indirectly by the Acquired Business,
the Company or 3Com Corporation to GSCP or the Lenders in connection with the
transactions contemplated hereunder is and will be, when taken as a whole,
complete and correct in all material respects and does not and will not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements contained

<PAGE>

3Com Technologies
December 20, 2006
Page 4


therein not misleading and (ii) the financial projections that have been or will
be made available to GSCP or the Lenders by or on behalf of the Acquired
Business or the Company have been and will be prepared in good faith based upon
assumptions that are believed by the preparer thereof to be reasonable at the
time made, it being understood and agreed that financial projections are not a
guarantee of financial performance and actual results may differ from financial
projections and such differences may be material. You agree that if at any time
prior to the Closing Date, any of the representations in the preceding sentence
would be incorrect in any material respect if the information and financial
projections were being furnished, and such representations were being made, at
such time, then you will promptly supplement, or cause to be supplemented, the
information and financial projections so that such representations will be
correct in all material respects under those circumstances.

In connection with arrangements such as this, it is our firm's policy to receive
indemnification. The Company agrees to the provisions with respect to our
indemnity and other matters set forth in Annex A, which is incorporated by
reference into this Commitment Letter.

This Commitment Letter may not be assigned by you without the prior written
consent of GSCP (and any purported assignment without such consent will be null
and void), is intended to be solely for the benefit of the parties hereto and is
not intended to confer any benefits upon, or create any rights in favor of, any
person other than the parties hereto. GSCP may assign its commitment hereunder,
in whole or in part, to any of its affiliates or, as provided above, to any
Lender prior to the Closing Date, and upon such assignment, GSCP will be
released from the portion of its commitment hereunder that has been assigned.
Neither this Commitment Letter nor the Fee Letter may be amended or any term or
provision hereof or thereof waived or modified except by an instrument in
writing signed by each of the parties hereto and thereto, and any term or
provision hereof or thereof may be amended or waived only by a written agreement
executed and delivered by all parties hereto.

GSCP hereby notifies the Company and the Acquired Business that pursuant to the
requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the "PATRIOT ACT") it and each Lender may be required to
obtain, verify and record information that identifies the Company and the
Acquired Business, which information includes the name and address of, the
Borrower and each of the Guarantors (as defined on Annex B) and other
information that will allow GSCP and each Lender to identify the Company and the
Acquired Business in accordance with the Patriot Act. This notice is given in
accordance with the requirements of the Patriot Act and is effective for GSCP
and each Lender.

Please note that this Commitment Letter, the Fee Letter and any written or oral
advice provided by GSCP in connection with this arrangement are exclusively for
the information of 3Com Corporation and the Company and may not be disclosed to
any third party or circulated or referred to publicly without our prior written
consent except, after providing written notice to GSCP, pursuant to a subpoena
or order issued by a court of competent jurisdiction or by a judicial,
administrative or legislative body or committee; provided that we hereby consent
to your disclosure of (i) this Commitment Letter, the Fee Letter and such advice
to 3Com Corporation's and the Company's respective officers, directors, agents
and advisors who are directly involved in the consideration of the Senior
Facility and who have been informed by you of the confidential nature of such
advice and the Commitment Letter and Fee Letter and who have agreed to treat
such information confidentially, (ii) this Commitment Letter or the information
contained herein (but not the Fee Letter or the information contained therein)
to the Acquired Business to the extent you notify such persons of their
obligations to keep such material confidential, and to the Acquired Business's
respective officers, directors, agents and advisors who are directly involved in
the consideration of the Senior Facility to the extent such persons agree to
hold the same in confidence, (iii) this Commitment Letter or the information
contained herein (but not the Fee Letter or the information


<PAGE>

3Com Technologies
December 20, 2006
Page 5


contained therein) as required by applicable regulatory or stock exchanges
rules, (iv) this Commitment Letter and the Fee Letter as required by applicable
law or compulsory legal process (in which case you agree to inform us promptly
thereof) and (v) as otherwise mutually agreed. The provisions of this paragraph
shall survive any termination or completion of the arrangement provided by this
Commitment Letter.

As you know, Goldman, Sachs & Co. ("GOLDMAN SACHS") is a full service securities
firm engaged, either directly or through its affiliates in various activities,
including securities trading, investment management, financing and brokerage
activities and financial planning and benefits counseling for both companies and
individuals. In the ordinary course of these activities, Goldman Sachs or its
affiliates may actively trade the debt and equity securities (or related
derivative securities) of the Company and other companies which may be the
subject of the arrangements contemplated by this letter for their own account
and for the accounts of their customers and may at any time hold long and short
positions in such securities. Goldman Sachs or its affiliates may also co-invest
with, make direct investments in, and invest or co-invest client monies in or
with funds or other investment vehicles managed by other parties, and such funds
or other investment vehicles may trade or make investments in securities or
other debt obligations of the Company or other companies which may be the
subject of the arrangements contemplated by this letter.

GSCP and its affiliates, including Goldman Sachs (collectively "GS") may have
economic interests that conflict with those of the Company. You agree that GS
will act under this letter as an independent contractor and that nothing in this
Commitment Letter or the Fee Letter or otherwise will be deemed to create an
advisory, fiduciary or agency relationship or fiduciary or other implied duty
between GS and the Company, its stockholders or its affiliates. You acknowledge
and agree that (i) the transactions contemplated by this Commitment Letter and
the Fee Letter are arm's-length commercial transactions between GS, on the one
hand, and the Company, on the other, (ii) in connection therewith and with the
process leading to such transaction GS is acting solely as a principal and not
the agent or fiduciary of the Company, its management, stockholders, creditors
or any other person, (iii) GS has not assumed an advisory (except as provided in
the letter dated August 11, 2006 (the "ADVISORY LETTER")) or fiduciary
responsibility in favor of the Company with respect to the transactions
contemplated hereby or the process leading thereto (irrespective of whether GS
or any of its affiliates has advised or is currently advising the Company on
other matters) or any other obligation to the Company except the obligations
expressly set forth in this Commitment Letter and the Fee Letter and (iv) the
Company has consulted its own legal and financial advisors to the extent it
deemed appropriate. The Company further acknowledges and agrees that it is
responsible for making its own independent judgment with respect to such
transactions and the process leading thereto. The Company agrees that it will
not claim that GS has rendered advisory services (except as provided in the
Advisory Letter) of any nature or respect, or owes a fiduciary or similar duty
to the Company, in connection with such transaction or the process leading
thereto. In addition, GSCP may employ the services of its affiliates in
providing certain services hereunder and may exchange with such affiliates
information concerning the Company, 3Com Corporation, the Acquired Business and
other companies that may be the subject of this arrangement, and such affiliates
shall be entitled to the benefits afforded to GSCP hereunder.

In addition, please note that GSCP, Goldman Sachs and their affiliates do not
provide accounting, tax or legal advice. Notwithstanding anything herein to the
contrary, the Company (and each employee, representative or other agent of the
Company) may disclose to any and all persons, without limitation of any kind,
the tax treatment and tax structure of the offering and all materials of any
kind (including opinions or other tax analyses) that are provided to the Company
relating to such tax treatment and tax structure. However, any information
relating to the tax treatment or tax structure shall remain subject to


<PAGE>

3Com Technologies
December 20, 2006
Page 6


the confidentiality provisions hereof (and the foregoing sentence shall not
apply) to the extent reasonably necessary to enable the parties hereto, their
respective affiliates, and their and their respective affiliates' directors and
employees to comply with applicable securities laws. For this purpose, "tax
treatment" means U.S. federal or state income tax treatment, and "tax structure"
is limited to any facts relevant to the U.S. federal income tax treatment of the
transactions contemplated by this Commitment Letter but does not include
information relating to the identity of the parties hereto or any of their
respective affiliates.

Consistent with GSCP's policies to hold in confidence the affairs of its
customers, GSCP will not furnish confidential information obtained from you by
virtue of the transactions contemplated by this Commitment Letter to any of its
other customers. Furthermore, you acknowledge that neither GSCP nor any of its
affiliates has an obligation to use in connection with the transactions
contemplated by this Commitment Letter, or to furnish to you, confidential
information obtained or that may be obtained by them from any other person.

GSCP's commitments hereunder and this Commitment Letter (except for those
provisions which survive by their terms) will terminate upon the first to occur
of (i) the consummation of the Acquisition, (ii) the abandonment of or
termination of the definitive documentation for the Acquisition (including the
relevant provisions of the shareholder agreement or other agreement governing
the terms of the Acquisition, the "ACQUISITION AGREEMENT"), (iii) a material
breach by the Company under this Commitment Letter or the Fee Letter and (iv)
March 30, 2007 (which date shall be automatically extended up to May 31, 2007 to
the extent the Acquisition has not closed prior to such date solely due to not
having obtained required regulatory approvals from the People's Republic of
China), unless the closing of the Senior Facility on the terms and subject to
the conditions contained herein, shall have been consummated on or before such
date.

THE COMPANY AGREES THAT ANY SUIT OR PROCEEDING ARISING IN RESPECT TO THIS LETTER
OR OUR COMMITMENT WILL BE TRIED EXCLUSIVELY IN THE U.S. DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK OR, IF THAT COURT DOES NOT HAVE SUBJECT MATTER
JURISDICTION, IN ANY STATE COURT LOCATED IN THE CITY OF NEW YORK, AND THE
COMPANY AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF, AND TO VENUE IN, SUCH
COURT. THE COMPANY HEREBY APPOINTS CT CORPORATION SYSTEM, 111 EIGHTH AVENUE, NEW
YORK, NY 10011, AS ITS AGENT FOR SERVICE OF PROCESS FOR PURPOSES OF THE
FOREGOING SENTENCE ONLY. ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY ACTION
OR PROCEEDING ARISING IN CONNECTION WITH OR AS A RESULT OF EITHER OUR COMMITMENT
OR ANY MATTER REFERRED TO IN THIS LETTER IS HEREBY WAIVED BY THE PARTIES HERETO.
THIS COMMITMENT LETTER AND THE FEE LETTER SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

This Commitment Letter may be executed in any number of counterparts, each of
which when executed will be an original, and all of which, when taken together,
will constitute one agreement. Delivery of an executed counterpart of a
signature page of this Commitment Letter by facsimile transmission or electronic
transmission (in pdf format) will be effective as delivery of a manually
executed counterpart hereof. This Commitment Letter and the Fee Letter are the
only agreements that have been entered into among the parties hereto with
respect to the Senior Facility and set forth the entire understanding of the
parties with respect thereto and supersede any prior written or oral agreements
among the parties hereto with respect to the Senior Facility.

                  [Remainder of page intentionally left blank]



<PAGE>

3Com Technologies
December 20, 2006
Page 7


Please confirm that the foregoing is in accordance with your understanding by
signing and returning to GSCP the enclosed copy of this Commitment Letter,
together, if not previously executed and delivered, with the Fee Letter on or
before the close of business on December 20, 2006, whereupon this Commitment
Letter and the Fee Letter will become binding agreements between us. If not
signed and returned as described in the preceding sentence by such date, this
offer will terminate on such date. We look forward to working with you on this
assignment.


                                       Very truly yours,

                                       GOLDMAN SACHS CREDIT PARTNERS L.P.



                                       By: /s/ WALT JACKSON
                                           ------------------------------------
                                           Authorized Signatory

ACCEPTED AS OF DECEMBER 20, 2006:

3COM TECHNOLOGIES



By: /s/ DONALD M. HALSTED, III
    -----------------------------------------
Name:  Donald M. Halsted, III
Title: Executive Vice President and Chief Financial Officer


<PAGE>


                                     ANNEX A

In the event that GSCP becomes involved in any capacity in any action,
proceeding or investigation brought by or against any person, including
stockholders, partners or other equity holders of the Company, 3Com Corporation
or the Acquired Business in connection with or as a result of either this
arrangement or any matter referred to in this Commitment Letter or the Fee
Letter (together, the "LETTERS"), the Company agrees to periodically reimburse
GSCP for its reasonable legal and other expenses (including the cost of any
investigation and preparation) incurred in connection therewith. The Company
also agrees to indemnify and hold GSCP harmless against any and all losses,
claims, damages or liabilities to any such person in connection with or as a
result of either this arrangement or any matter referred to in the Letters,
except to the extent that such loss, claim, damage or liability has been found
by a final, non-appealable judgment of a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of GSCP in performing
the services that are the subject of the Letters. If for any reason the
foregoing indemnification is unavailable to GSCP or insufficient to hold it
harmless, then the Company shall contribute to the amount paid or payable by
GSCP as a result of such loss, claim, damage or liability in such proportion as
is appropriate to reflect the relative economic interests of (i) the Company,
3Com Corporation and the Acquired Business and their respective affiliates,
stockholders, partners or other equity holders on the one hand and (ii) GSCP on
the other hand in the matters contemplated by the Letters as well as the
relative fault of (i) the Company, 3Com Corporation and the Acquired Business
and their respective affiliates, stockholders, partners or other equity holders
and (ii) GSCP with respect to such loss, claim, damage or liability and any
other relevant equitable considerations. The reimbursement, indemnity and
contribution obligations of the Company under this paragraph shall be in
addition to any liability which the Company may otherwise have, shall extend
upon the same terms and conditions to any affiliate of GSCP and the partners,
directors, agents, employees and controlling persons (if any), as the case may
be, of GSCP and any such affiliate, and shall be binding upon and inure to the
benefit of any successors, assigns, heirs and personal representatives of the
Company, GSCP, any such affiliate and any such person. The Company also agrees
that neither any indemnified party nor any of such affiliates, partners,
directors, agents, employees or controlling persons shall have any liability to
the Company, 3Com Corporation or the Acquired Business or any person asserting
claims on behalf of or in right of the Company, 3Com Corporation or the Acquired
Business or any other person in connection with or as a result of either this
arrangement or any matter referred to in the Letters; except in the case of the
Company to the extent that any losses, claims, damages, liabilities or expenses
incurred by the Company or its affiliates, stockholders, partners or other
equity holders have been found by a final, non-appealable judgment of a court of
competent jurisdiction to have resulted from the gross negligence or willful
misconduct of such indemnified party in performing the services that are the
subject of the Letters; provided, however, that in no event shall such
indemnified party or such other parties have any liability for any indirect,
consequential or punitive damages in connection with or as a result of such
indemnified party's or such other parties' activities related to the Letters.
THE PROVISIONS OF THIS ANNEX A SHALL SURVIVE ANY TERMINATION OR COMPLETION OF
THE ARRANGEMENT PROVIDED BY THE LETTERS.


                                    Annex A-1

<PAGE>


                                     ANNEX B

                            HUAWEI-3COM CO., LIMITED

             SUMMARY OF TERMS AND CONDITIONS OF THE SENIOR FACILITY


This Summary of Terms and Conditions outlines certain terms of the Senior
Facility referred to in the Commitment Letter, of which this Annex B is a part.
Certain capitalized terms used herein are defined in the Commitment Letter.

BORROWER:                  A newly created entity which will be a direct
                           wholly-owned Subsidiary of the Company (the
                           "BORROWER").

GUARANTORS:                Subject to the compliance with all applicable
                           corporate benefit and financial assistance laws and
                           regulations in those jurisdictions where applicable,
                           each of the Borrower's existing and subsequently
                           acquired or organized subsidiaries (including,
                           without limitation, the Acquired Business) and, only
                           if required by GSCP to the extent and for so long as
                           the Company has not reasonably satisfied conditions
                           relating to corporate and cash flow structure, any
                           parent holding companies (each, a "HOLDCO") of the
                           Borrower (collectively, the "GUARANTORS") shall
                           guarantee (the "GUARANTEE") all obligations under the
                           Senior Facility; provided that any subsidiaries
                           located in the Peoples Republic of China (the "PRC
                           SUBSIDIARIES") shall not be required to provide a
                           Guarantee and shall not be a Guarantor. For these
                           purposes, each Guarantor (other than the Holdco
                           Guarantors) shall undertake whitewash procedures as
                           directed by the Arranger immediately on being
                           directed to do so.

PURPOSE/USE OF PROCEEDS:   The proceeds of the Senior Facility will be used to
                           fund, in part, the Acquisition (including paying
                           fees, commissions and expenses in connection with the
                           Acquisition).

SOLE LEAD ARRANGER, SOLE
BOOKRUNNER AND SOLE
SYNDICATION AGENT:         Goldman Sachs Credit Partners L.P. ("GSCP"; in its
                           capacities as Sole Lead Arranger, Sole Bookrunner and
                           Sole Syndication Agent, the "ARRANGER").

ADMINISTRATIVE AGENT:      GSCP or another financial institution reasonable
                           acceptable to GSCP (the "ADMINISTRATIVE AGENT").

LENDERS:                   GSCP and/or other financial institutions selected by
                           GSCP (each, a "LENDER" and, collectively, the
                           "LENDERS").

AMOUNT OF SENIOR FACILITY: Up to $500.0 million of a senior secured term loan
                           (the "SENIOR FACILITY").

AVAILABILITY:              One drawing may be made under the Senior Facility on
                           the Closing Date or as otherwise mutually agreed.


                                    Annex B-1


<PAGE>

MATURITIES:                5.5 year anniversary of the Closing Date.

CLOSING                    DATE: The date on which the borrowings under the
                           Senior Facility are made and the Acquisition is
                           consummated (the "CLOSING DATE").

AMORTIZATION:              The outstanding principal amount of the Senior
                           Facility will be payable on the anniversary dates of
                           the Closing Date and in the correlating installment
                           amount as follows:

<TABLE>
<CAPTION>
                           ---------------------------------------------------
                                   YEAR AFTER CLOSING    AMORTIZATION
                                          DATE            PERCENTAGE
                           ---------------------------------------------------
                                   <S>                    <C>
                                          0.5                7.50%
                           ---------------------------------------------------
                                          1.5                 15%
                           ---------------------------------------------------
                                          2.5                 15%
                           ---------------------------------------------------
                                          3.5                 20%
                           ---------------------------------------------------
                                          4.5                 20%
                           ---------------------------------------------------
                                          5.5               22.50%
                           ---------------------------------------------------
</TABLE>

INTEREST RATE:             All amounts outstanding under the Senior Facility
                           will bear interest, at the Borrower's option, (i) at
                           the Base Rate or (ii) at the reserve adjusted
                           Eurodollar Rate, in each case plus the Applicable
                           Margin based according to the grid set forth below
                           which is based on the ratio of consolidated
                           indebtedness of the Borrower and its subsidiaries as
                           of the date of such financial statements to EBITDA
                           (calculated to exclude certain one-time nonrecurring
                           charges and with such additional adjustments as the
                           Arranger agrees are appropriate) of the Borrower and
                           its subsidiaries for the twelve-month period ended on
                           such date (the "LEVERAGE RATIO"):

<TABLE>
<CAPTION>
                           -----------------------------------------------------
                                 LEVERAGE RATIO      EURODOLLAR RATE   BASE RATE
                           -----------------------------------------------------
                           <S>                       <C>               <C>
                             (greater than) 3.0:1.0       2.25%          1.25%
                           -----------------------------------------------------
                             (less than or) = 3.0
                           but (greater than) 2.0:1.0     2.00%          1.00%
                           -----------------------------------------------------
                            (less than or) = 2.0:1.0      1.75%          0.75%
                           -----------------------------------------------------
</TABLE>

                           ; provided that the Interest Rate in effect on the
                           Closing Date may not be reduced prior to the first
                           anniversary of the Closing Date.

                           As used herein, the terms "BASE RATE" and "RESERVE
                           ADJUSTED EURODOLLAR Rate" will have meanings
                           customary and appropriate for


                                    Annex B-2

<PAGE>

                           financings of this type, and the basis for
                           calculating accrued interest and the interest periods
                           for loans bearing interest at the reserve adjusted
                           Eurodollar Rate will be customary and appropriate for
                           financings of this type. Interest on amounts not paid
                           when due will accrue at a rate equal to the rate on
                           loans bearing interest at the rate determined by
                           reference to the Base Rate plus an additional two
                           percentage points (2.00%) per annum and shall be
                           payable on demand.

INTEREST PAYMENTS:         Interest shall be payable on a semi-annual basis with
                           interest periods selected by the Borrower of one,
                           two, three and six months for loans bearing interest
                           with reference to the reserve adjusted Eurodollar
                           Rate; and upon prepayment, in each case payable in
                           arrears and computed on the basis of a 360-day year
                           (365/366-day year with respect to loans bearing
                           interest with reference to the Base Rate).

INTEREST RATE PROTECTION:  At the Borrower's option, the Borrower may obtain
                           interest rate or currency protection through interest
                           rate swaps, caps, f/x agreements or other agreements
                           reasonably satisfactory to the Administrative Agent
                           against increases in the interest rates or currency
                           fluctuations.

FUNDING PROTECTION:        Customary for transactions of this type, including
                           breakage costs, gross-up for withholding,
                           compensation for increased costs and compliance with
                           capital adequacy and other regulatory restrictions.

VOLUNTARY PREPAYMENTS:     The Senior Facility may be prepaid in whole or in
                           part without premium or penalty; provided that loans
                           bearing interest with reference to the reserve
                           adjusted Eurodollar Rate will be prepayable only on
                           the last day of the related interest period unless
                           the Borrower pays any related breakage costs.
                           Voluntary prepayments of the Senior Facility will be
                           applied to scheduled amortization payments as
                           directed by the Borrower.

MANDATORY PREPAYMENTS:     The following mandatory prepayments shall be required
                           (subject to certain basket amounts and exceptions to
                           be negotiated in the definitive Loan Documents):

                           1.      Asset Sales: Prepayments in an amount equal
                                   to 100% of the net cash proceeds of the sale
                                   or other disposition of any property or
                                   assets of the Borrower or its subsidiaries
                                   (subject to certain exceptions to be
                                   determined), other than net cash proceeds of
                                   sales or other dispositions of inventory in
                                   the ordinary course of business and net cash
                                   proceeds (not in excess of an amount to be
                                   agreed upon in the aggregate) that are
                                   reinvested in other long-term assets useful
                                   in the business of the Borrower and its
                                   subsidiaries within one year of receipt
                                   thereof.

                           2.      Insurance Proceeds: Prepayments in an amount
                                   equal to 100% of the net cash proceeds of
                                   insurance paid on account of any loss of any
                                   property or assets of the Borrower or its
                                   subsidiaries, other than net cash proceeds
                                   (not in excess of an


                                    Annex B-3

<PAGE>

                                   amount to be agreed upon in the aggregate)
                                   that are reinvested in other long-term
                                   assets useful in the business of the
                                   Borrower and its subsidiaries (or used to
                                   replace damaged or destroyed assets) within
                                   one year of receipt thereof.

                           3.      Equity Offerings: Prepayments in an amount
                                   equal to 100% of the net cash proceeds
                                   received from the issuance of equity
                                   securities of the Borrower or its
                                   subsidiaries (other than issuances pursuant
                                   to employee stock plans).

                           4.      Incurrence of Indebtedness: Prepayments in an
                                   amount equal to 100% of the net cash proceeds
                                   received from the incurrence of indebtedness
                                   by the Borrower or its subsidiaries (other
                                   than indebtedness otherwise permitted under
                                   the Loan Documents), payable no later than
                                   the first Hong Kong business day following
                                   the date of receipt.

                           5.      Excess Cash Flow: Prepayments in an amount
                                   equal to 75% (subject to reductions to a
                                   lower percentage upon achievement of certain
                                   financial performance measures to be
                                   determined) of "excess cash flow" (to be
                                   defined in the applicable Loan Document),
                                   payable within 90 days of fiscal year-end.

                           All mandatory prepayments will be applied without
                           penalty or premium (except for breakage costs, if
                           any) and will be applied pro rata to remaining
                           scheduled amortization payments and the payments at
                           final maturity to the Senior Facility.

                           All prepayments referred to in paragraph 4 above are
                           subject to compliance with all applicable financial
                           assistance laws and regulations in those
                           jurisdictions where applicable and all prepayments
                           referred to above are subject to restrictions on
                           upstreaming of cash intra-group and the fiduciary and
                           statutory duties of the directors of the relevant
                           members of the Company and its subsidiaries. The
                           non-application of any prepayment amounts as a
                           consequence of the foregoing provisions will not, for
                           the avoidance of doubt, constitute an Event of
                           Default, and such amounts shall be available for
                           working capital purposes of the Company and its
                           subsidiaries as long as not required to be prepaid in
                           accordance with the following provisions. The Company
                           and its subsidiaries will undertake to use all
                           commercially reasonable efforts to overcome or
                           eliminate any such restrictions and/or minimize any
                           such costs of prepayment and/or use the other cash
                           resources of the Company and its subsidiaries
                           (subject to the considerations above) to make the
                           relevant prepayment. If at any time within one year
                           of a prepayment being forgiven due to such
                           restrictions, such restrictions are removed, any
                           relevant proceeds will at the end of the then current
                           interest period be applied in prepayment of the
                           Senior Facility. Notwithstanding the foregoing, any
                           prepayments required after application of the above
                           provision shall be net of any costs, expenses or
                           taxes incurred by the Company and its subsidiaries or
                           any of their affiliates and arising


                                    Annex B-4
<PAGE>

                           exclusively as a result of compliance with the
                           preceding sentence, and the Company and its
                           subsidiaries shall be permitted to make, directly or
                           indirectly, a dividend or distribution to its
                           affiliates in an amount sufficient to cover such tax
                           liability, costs or expenses.

SECURITY:                  The Senior Facility, each Guarantee (other than the
                           Holdco Guarantees) and any interest rate or currency
                           hedging obligations of the Borrower owed to a Lender
                           or its affiliates will be secured by first priority
                           security interests in all assets, including without
                           limitation, all personal, real and mixed property of
                           the Borrower and the Guarantors (other than the
                           Holdco Guarantors and except as otherwise agreed to
                           by the Arranger), subject to compliance with all
                           applicable corporate benefit and financial assistance
                           laws and regulations in those jurisdictions where
                           applicable. In addition, the Senior Facility will be
                           secured by a first priority security interest in 100%
                           of the capital stock of the Borrower and (subject to
                           compliance as set forth above) each subsidiary of the
                           Borrower and all intercompany debt. All security
                           arrangements will be in form and substance
                           satisfactory to the Arranger and each Guarantor
                           (other than the Holdco Guarantors) shall undertake
                           whitewash procedures as directed by the Arranger
                           immediately on being directed to do so.

REPRESENTATIONS AND
WARRANTIES:                The Senior Facility will contain such customary and
                           appropriate representations and warranties by the
                           Borrower (with respect to the Borrower and its
                           subsidiaries) as are usual and customary for
                           financings of this kind, including, without
                           limitation: due organization; requisite power and
                           authority; qualification; equity interests and
                           ownership; due authorization, execution, delivery and
                           enforceability of the Loan Documents; no conflicts;
                           governmental consents; historical and projected
                           financial condition; no material adverse change; no
                           restricted junior payments; absence of material
                           litigation; payment of taxes; title to properties;
                           environmental matters; no defaults under material
                           agreements; Investment Company Act and margin stock
                           matters; ERISA and other employee and pension
                           matters; absence of brokers or finders fees;
                           solvency; compliance with laws; full disclosure and
                           Patriot Act and other related matters.

COVENANTS:                 The Senior Facility will contain such financial,
                           affirmative and negative covenants by the Borrower
                           (with respect to the Borrower and its subsidiaries)
                           as are usual and customary for financings of this
                           kind, including, without limitation:

  - FINANCIAL COVENANTS:   minimum debt service coverage, minimum interest
                           coverage, maximum capital expenditures and a maximum
                           total leverage ratio.

  - AFFIRMATIVE COVENANTS: delivery of financial statements and other reports;
                           maintenance of existence; payment of taxes and
                           claims; maintenance of properties; maintenance of
                           insurance; books and records; inspections; lender
                           meetings; compliance with laws; environmental
                           matters; immediately after consummation of the
                           Acquisition, satisfaction of applicable


                                    Annex B-5

<PAGE>

                           whitewash procedure by H3C (and any other applicable
                           subsidiary) such that H3C shall immediately be able
                           to become a Guarantor and provide collateral as set
                           forth in "Security" above; additional collateral and
                           guarantors; cash management and further assurances
                           (including, without limitation, (i) if not satisfied
                           by the Closing Date, the Arranger's reasonable
                           satisfaction with the flow of cash between the
                           Holdco's, Borrower and its subsidiaries within three
                           months of the Closing Date, (ii) the setting up of an
                           account at a bank reasonably acceptable to the
                           Arranger in which all dividends from each subsidiary
                           of the Borrower shall be deposited and which account
                           shall be subject to the perfected first priority
                           security interest of the Administrative Agent on
                           behalf of the Lenders and (iii) to the extent needed
                           to service the Senior Facility, the distribution of
                           dividends from the PRC Subsidiaries no later than one
                           month prior to each interest and principal payment
                           date as set forth above in "Interest Payments" and
                           "Amortization," respectively), including, in each
                           case, exceptions and baskets to be mutually agreed
                           upon, and

  - NEGATIVE COVENANTS:    limitations with respect to other indebtedness
                           (subject to exceptions for the PRC Subsidiaries to
                           incur debt at the local level up to amounts to be
                           agreed and based on certain financial performance
                           tests); liens; negative pledges; restricted junior
                           payments (dividends, redemptions and voluntary
                           payments on certain debt); restrictions on subsidiary
                           distributions; investments, mergers and acquisitions;
                           sales of assets (including subsidiary interests);
                           sales and lease-backs; transactions with affiliates;
                           conduct of business; restrictions on the PRC
                           Subsidiaries; amendments and waivers of
                           organizational documents, subordinated indebtedness
                           and other material agreements; and changes to fiscal
                           year, including, in each case, exceptions and baskets
                           to be mutually agreed upon.

EVENTS OF DEFAULT:         The Senior Facility will include such events of
                           default (and, as appropriate, grace periods) as are
                           usual and customary for financings of this kind,
                           including, without limitation, failure to make
                           payments when due, defaults under other agreements or
                           instruments of indebtedness, noncompliance with
                           covenants, breaches of representations and
                           warranties, bankruptcy, judgments in excess of
                           specified amounts, ERISA or other pension matters,
                           impairment of security interests in collateral,
                           invalidity of guarantees, and "change of control" (to
                           be defined in a mutually agreed upon manner).

CONDITIONS PRECEDENT TO
BORROWINGS:                The several obligations of the Lenders to make, or
                           cause one of their respective affiliates to make,
                           loans under the Senior Facility will be subject to
                           customary closing conditions, including, without
                           limitation, the conditions precedent listed on Annex
                           C attached to the Commitment Letter. The conditions
                           to borrowings will also include requirements relating
                           to prior written notice of borrowing (which notice
                           shall be provided 10 Hong Kong business days prior to
                           the date of the proposed borrowing if prior to
                           December 31, 2006 and six or more Hong Kong business
                           days otherwise), the accuracy of


                                    Annex B-6

<PAGE>

                           representations and warranties and the absence of any
                           default or potential event of default.

ASSIGNMENTS AND
PARTICIPATIONS:            The Lenders may assign all or, in an amount of not
                           less than $1.0 million, any part of, their respective
                           shares of the Senior Facility to their affiliates or
                           one or more banks, financial institutions or other
                           entities that are eligible assignees (to be described
                           in the Loan Documents). Upon such assignment, such
                           affiliate, bank, financial institution or entity will
                           become a Lender for all purposes under the Loan
                           Documents; provided that assignments made to
                           affiliates and other Lenders will not be subject to
                           the above described minimum assignment amount
                           requirements. The Administrative Agent may require a
                           processing fee of up to $1000 in connection with any
                           such assignment. The Lenders will also have the right
                           to sell participations, subject to customary
                           limitations on voting rights, in their respective
                           shares of the Senior Facility.

REQUISITE LENDERS:         Lenders holding more than 50% of total commitments or
                           exposure under the Senior Facility, except that with
                           respect to matters relating to the interest rates,
                           maturity, amortization, certain collateral issues and
                           the definition of Requisite Lenders, Requisite
                           Lenders will be defined as Lenders holding 100% of
                           total commitments or exposure of the total
                           commitments affected thereby.

TAXES:                     The Senior Facility will provide that all payments
                           are to be made free and clear of any taxes (other
                           than franchise taxes and taxes on overall net
                           income), imposts, assessments, withholdings or other
                           deductions whatsoever. Lenders shall furnish to the
                           Administrative Agent appropriate certificates or
                           other evidence of exemption from U.S. federal tax
                           withholding.

INDEMNITY:                 The Senior Facility will provide customary and
                           appropriate provisions relating to indemnity and
                           related matters in a form reasonably satisfactory to
                           the Arranger, the Administrative Agent and the
                           Lenders.

                           Notwithstanding the foregoing, in respect of any
                           judgment or order given or made for any amount due
                           hereunder, that is expressed and paid in a currency
                           (the "JUDGMENT CURRENCY") other than U.S. Dollars,
                           the Borrower will indemnify the Lenders and the
                           Administrative Agent against any loss incurred by
                           them as a result of any variation as between (i) the
                           rate of exchange at which the U.S. Dollar amount is
                           converted into the judgment currency for the purpose
                           of such judgment or order and (ii) the rate of
                           exchange at which the Lenders and the Administrative
                           Agent are able to purchase U.S. Dollars with the
                           amount of the judgment currency actually received by
                           the Lenders and the Administrative Agent. The
                           foregoing indemnity shall constitute a separate and
                           independent obligation of the Borrower and shall
                           survive any termination of the Loan Documents, shall
                           continue in full force and effect notwithstanding any
                           such judgment or order as aforesaid. The term "rate
                           of exchange" shall include any


                                    Annex B-7

<PAGE>

                           premiums and costs of exchange payable in connection
                           with the purchase of or conversion into U.S. Dollars.

GOVERNING LAW AND
JURISDICTION:              The Senior Facility will provide that the Borrower
                           will submit to the non-exclusive jurisdiction and
                           venue of the federal and state courts of the State of
                           New York and shall waive any right to trial by jury.
                           New York law shall govern the Loan Documents.

COUNSEL TO THE ARRANGER:   Latham & Watkins LLP and Slaughter and May.

The foregoing is intended to summarize certain basic terms of the Senior
Facility. It is not intended to be a definitive list of all of the requirements
of the Lenders in connection with the Senior Facility.




                                    Annex B-8

<PAGE>


                                     ANNEX C

                            HUAWEI-3COM CO., LIMITED

             SUMMARY OF CONDITIONS PRECEDENT TO THE SENIOR FACILITY

This Summary of Conditions Precedent outlines certain of the conditions
precedent to the Senior Facility referred to in the Commitment Letter, of which
this Annex C is a part. Certain capitalized terms used herein are defined in the
Commitment Letter.

1.       Concurrent Transactions: The Borrower Capitalization shall have been
         completed to the reasonable satisfaction of the Arranger. The Borrower
         shall have received the proceeds of the Equity Contribution and the
         proceeds thereof, together with the proceeds from borrowings made on
         the Closing Date pursuant to the Senior Facility and the Cash
         Contribution, shall be sufficient to consummate the Acquisition and pay
         all related fees, commissions and expenses. The Acquisition shall have
         been consummated pursuant to the Acquisition Agreement. All conditions
         precedent to the consummation of the Acquisition shall have been
         satisfied or waived (with the prior consent of the Arranger if the
         Arranger reasonably determines such waiver is adverse to the Lenders).
         The terms of the Equity Contribution and the agreements relating to the
         Equity Contribution shall be reasonably satisfactory to the Arranger.
         There shall not exist (pro forma for the Acquisition and the financing
         thereof) any default or event of default under any of the Loan
         Documents, or under any other material indebtedness of the Company or
         its subsidiaries. Concurrently with the consummation of the Acquisition
         and except as may otherwise be reasonably agreed by the Arranger, all
         pre-existing indebtedness of the Company and its subsidiaries shall
         have been repaid or repurchased in full, all commitments relating
         thereto shall have been terminated, and all liens or security interests
         related thereto shall have been terminated or released, in each case on
         terms satisfactory to the Arranger.

2.       Financial Statements. At least 30 days prior to the Closing Date, the
         Arranger shall have received (i) audited financial statements of the
         Acquired Business for each of 2004, 2005 and 2006 if the Acquisition
         occurs after March 30, 2007; otherwise, 2003, 2004 and 2005; (ii)
         unaudited financial statements for any interim period or periods of the
         Acquired Business ended after the date of the most recent audited
         financial statements and at least 45 days prior to the Closing Date;
         (iii) customary additional audited and unaudited financial statements
         for all recent, probable or pending acquisitions; and (iv) customary
         pro forma financial statements, in each case as reasonably acceptable
         to the Arranger.

3.       Maximum Leverage Ratio. At the time of funding, the total amount of
         indebtedness shall be limited such that the ratio of (i) total
         indebtedness for the Borrower and its subsidiaries as of the Closing
         Date after giving effect to the Acquisition to (ii) pro forma
         consolidated adjusted EBITDA (calculated in accordance with Regulation
         S-X together with such additional adjustments as the Arranger agrees
         are appropriate) for the latest twelve-month period for which financial
         statements are then available shall not be greater than 3.5:1.00.

4.       Due Diligence. The Arranger shall be satisfied, in its reasonable
         discretion, with the results of its due diligence with respect to the
         general affairs, management, prospects, financial position,
         stockholders' equity or results of operations of the Company and the
         Acquired Business and their respective subsidiaries (it being
         understood that GSCP intends to promptly satisfy and remove the
         business diligence condition as soon as practicable and will provide
         written notice thereof to the Company) and the tax, legal, regulatory
         and other issues relevant to the Company, the Acquired Business and the
         Acquisition.


                                    Annex C-1

<PAGE>

5.       Performance of Obligations. All costs, fees, expenses (including,
         without limitation, legal fees and expenses, title premiums, survey
         charges and recording taxes and fees) and other compensation
         contemplated by the Commitment Letter and the Fee Letter payable to
         GSCP, the Arranger, the Administrative Agent or the Lenders shall have
         been paid to the extent due and the Company shall have complied in all
         material respects with all of their other obligations under the
         Commitment Letter and the Fee Letter.

6.       Customary Closing Documents. The Arranger shall be reasonably satisfied
         that the Company has complied with all other customary closing
         conditions, including, without limitation: (i) the delivery of legal
         opinions, corporate records and documents from public officials, lien
         searches and officer's certificates; (ii) evidence of authority; (iii)
         obtaining material third party and governmental consents necessary in
         connection with the Acquisition, the related transactions or the
         financing thereof; (iv) absence of litigation affecting the
         Acquisition, the related transactions or the financing thereof; (v)
         perfection of liens, pledges, and mortgages on the collateral securing
         the Senior Facility; and (vi) delivery of a solvency certificate from
         the chief financial officer of the Borrower and each Guarantor. The
         Arranger shall have received at least 10 days prior to the Closing Date
         all documentation and other information required by bank regulatory
         authorities under applicable "know-your-customer" and anti-money
         laundering rules and regulations, including the Patriot Act.

7.       Structure. The corporate structure and the flow of cash of the Holdcos,
         the Company, the Acquired Business and each of their respective
         subsidiaries shall be reasonably satisfactory to the Arranger
         (including, without limitation, with respect to a structure that will
         be able to service semi-annual interest payments). The Arranger shall
         waive satisfaction of the structure of cash flows provided such
         structure of cash flows shall be reasonably satisfactory to the
         Arranger within three months of the Closing Date and each of 3Com
         Corporation and the Company shall have provided a Guarantee.




                                    Annex C-2