**1.2** **Amendments to Section 5.1****.**     (a) Section 5.1(a) is hereby amended and restated in its entirety asfollows:     “(a) Summary Financial Information. (i) Upon the earlier to occur of(1) 90 days after the end of each of the first three Fiscal Quarters of each FiscalYear or (2) 3Com’s public release of its financial statements which would includethe financial results of Borrower for the applicable Fiscal Quarter (other than thefourth Fiscal Quarter), Borrower shall deliver Summary Financial Information forBorrower and its Subsidiaries with respect to such Fiscal Quarter to the Public-SideLenders and (ii) on the same day Borrower delivers financial statements to thePrivate-Side Lenders pursuant to Section 5.1(c) below, Borrower shall also deliverSummary Financial Information for Borrower and its Subsidiaries with respect to thesame relevant period to the Public-Side Lenders;”     (b) Section 5.1 is hereby further amended by inserting a new subclause (p)as follows:     “(p) Delivery. To the extent any notices, financial information orother information required to be delivered hereunder is due on a day that is not aBusiness Day, such information shall be required to be delivered on the immediatelynext succeeding Business Day thereafter.”     **SECTION II. CONDITIONS TO EFFECTIVENESS**          This Amendment shall become effective as of the date hereof only upon the satisfaction of allof the following conditions precedent (the date of satisfaction of such conditions being referredto herein as the **“First Amendment Effective Date”**):          **A. Execution**. The Administrative Agent shall have received (i) a counterpart signaturepage of this Amendment duly executed by each of the Credit Parties and (ii) consent andauthorization (in a duly executed reply form) from the Requisite Lenders to execute this Amendmenton their behalf.          **B. Necessary Consents.**Each Credit Party shall have obtained all material consentsnecessary or advisable in connection with the transactions contemplated by this Amendment.          **C. Other Documents.**The Administrative Agent and the Lenders shall have received suchother documents, information or agreements regarding the Credit Parties as the Administrative Agentor the Collateral Agent may reasonably request.     **SECTION III. REPRESENTATIONS AND WARRANTIES**          In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement inthe manner provided herein, each Credit Party which is a party hereto represents
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and warrants to each Lender that the following statements are true and correct in all materialrespects:          **A. Corporate Power and Authority.**Each Credit Party, which is party hereto, has allrequisite power and authority to enter into this Amendment and to carry out the transactionscontemplated by, and perform its obligations under, the Credit Agreement as amended by thisAmendment (the **“Amended Agreement”**) and the other Credit Documents.          **B. Authorization of Agreements.**The execution and delivery of this Amendment and theperformance of the Amended Agreement and the other Credit Documents have been duly authorized byall necessary action on the part of each Credit Party that is a party thereto.          **C. No Conflict.**The execution and delivery by each Credit Party of this Amendment and theperformance by each Credit Party of the Amended Agreement and the other Credit Documents do not andwill not (i) violate (A) any provision of any law, statute, rule or regulation applicable to eachCredit Party, or of the certificate or articles of incorporation or partnership agreement, otherconstitutive documents or by-laws of the Borrower or any Credit Party or (B) any applicable orderof any court or order of any Governmental Authority binding on any Credit Party, (ii) be inconflict with, result in a breach of or constitute (alone or with notice or lapse of time or both)a default under any Contractual Obligation of the applicable Credit Party, where any such conflict,violation, breach or default referred to in clause (i) or (ii) of this Section III.C., individuallyor in the aggregate could reasonably be expected to have a Material Adverse Effect, (iii) except aspermitted under the Amended Agreement, result in or require the creation or imposition of any Lienupon any of the properties or assets of each Credit Party (other than any Liens created under anyof the Credit Documents in favor of Administrative Agent on behalf of Lenders), or (iv) require anyapproval of stockholders or partners or any approval or consent of any Person under any ContractualObligation of each Credit Party, except for such approvals or consents which will be obtained on orbefore the First Amendment Effective Date and except for any such approvals or consents the failureof which to obtain will not have a Material Adverse Effect.          **D. Governmental Consents.**No action, consent or approval of, registration or filing withor any other action by any Governmental Authority is or will be required in connection with theexecution and delivery by each Credit Party of this Amendment and the performance by the Borrowerand H3C of the Amended Agreement and the other Credit Documents, except for such actions, consentsand approvals the failure to obtain or make which could not reasonably be expected to result in aMaterial Adverse Effect or which have been obtained and are in full force and effect.          **E. Binding Obligation.**This Amendment and the Amended Agreement have been duly executedand delivered by each of the Credit Parties party thereto and each constitutes a legal, valid andbinding obligation of such Credit Party to the extent a party thereto, enforceable against suchCredit Party in accordance with its terms, except as enforceability may be limited by bankruptcy,insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generallyand except as enforceability may be limited by general principles of equity (regardless of whethersuch enforceability is considered in a proceeding in equity or at law).
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          **F. Incorporation of Representations and Warranties from Credit Agreement.**Therepresentations and warranties contained in Section 4 of the Amended Agreement are and will be trueand correct in all material respects on and as of the First Amendment Effective Date (after givingeffect to the amendments and waivers contained herein) to the same extent as though made on and asof that date, except to the extent such representations and warranties specifically relate to anearlier date, in which case they were true and correct in all material respects on and as of suchearlier date.          **G. Absence of Default.**No event has occurred and is continuing (after giving effect tothe amendments and waivers contained herein) or will result from the consummation of thetransactions contemplated by this Amendment that would constitute an Event of Default or a Default.     **SECTION IV. ACKNOWLEDGMENT AND CONSENT**          Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the CreditAgreement and this Amendment and consents to the amendment of the Credit Agreement effectedpursuant to this Amendment. Each Guarantor hereby confirms that each Credit Document to which itis a party or otherwise bound and all Collateral encumbered thereby will continue to guarantee orsecure, as the case may be, to the fullest extent possible in accordance with the Credit Documentsthe payment and performance of all “Obligations” under each of the Credit Documents to which is aparty (in each case as such terms are defined in the applicable Credit Document).          Each Guarantor acknowledges and agrees that any of the Credit Documents to which it is a partyor otherwise bound shall continue in full force and effect and that all of its obligationsthereunder shall be valid and enforceable and shall not be impaired or limited by the execution oreffectiveness of this Amendment. Each Guarantor represents and warrants that all representationsand warranties contained in the Amended Agreement and the Credit Documents to which it is a partyor otherwise bound are true and correct in all material respects on and as of the First AmendmentEffective Date to the same extent as though made on and as of that date, except to the extent suchrepresentations and warranties specifically relate to an earlier date, in which case they were trueand correct in all material respects on and as of such earlier date.          Each Guarantor acknowledges and agrees that (i) notwithstanding the conditions toeffectiveness set forth in this Amendment, such Guarantor is not required by the terms of theCredit Agreement or any other Credit Document to consent to the amendments to the Credit Agreementeffected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or anyother Credit Document shall be deemed to require the consent of such Guarantor to any futureamendments to the Credit Agreement.     **SECTION V. MISCELLANEOUS**          **A.****Reference to and Effect on the Credit Agreement and the Other Credit Documents**.     (i) On and after the First Amendment Effective Date, each reference in theCredit Agreement to “this Amendment”, “hereunder”, “hereof”, “herein” or
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words of like import referring to the Credit Agreement, and each reference inthe other Credit Documents to the “Credit Agreement”, “thereunder”, “thereof” orwords of like import referring to the Credit Agreement shall mean and be a referenceto the Credit Agreement as amended by this Amendment.     (ii) Except as specifically amended by this Amendment, the Credit Agreementand the other Credit Documents shall remain in full force and effect and are herebyratified and confirmed.     (iii) The execution, delivery and performance of this Amendment shall notconstitute a waiver of any provision of, or operate as a waiver of any right, poweror remedy of any Agent or Lender under, the Credit Agreement or any of the otherCredit Documents.          **B.****Headings****.**Section and Subsection headings in this Amendment are includedherein for convenience of reference only and shall not constitute a part of this Amendment for anyother purpose or be given any substantive effect.          **C.****Applicable Law****. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIESHEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OFTHE STATE OF NEW YORK.**          **D.****Counterparts****.**This Amendment may be executed in any number of counterparts andby different parties hereto in separate counterparts, each of which when so executed and deliveredshall be deemed an original, but all such counterparts together shall constitute but one and thesame instrument; signature pages may be detached from multiple separate counterparts and attachedto a single counterpart so that all signature pages are physically attached to the same document.[*Remainder of this page intentionally left blank.*]
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**IN WITNESS WHEREOF**, the parties hereto have caused this Amendment to be duly executed and deliveredby their respective officers thereunto duly authorized as of the date first written above.     **BORROWER: ****H3C HOLDINGS LIMITED**