0000912057-02-001094 Sample Contracts

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...
Credit Agreement • January 11th, 2002 • 3com Corp • Computer communications equipment • California

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 Bounda

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CONTINUING GUARANTY
Continuing Guaranty • January 11th, 2002 • 3com Corp • Computer communications equipment • California

This CONTINUING GUARANTY, dated as of November 28, 2001, is made by 3COM CORPORATION, a Delaware corporation ("Guarantor"), in favor of the Lenders (as defined below) and BANK OF AMERICA, N.A., as agent for the Lenders (in such capacity as agent, together with its successors and assigns, the "Agent"), in light of the following:

SECURITY AGREEMENT
Security Agreement • January 11th, 2002 • 3com Corp • Computer communications equipment • California

WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof by and among Grantor, Agent and Lenders (including all annexes, exhibits and schedules thereto, as from time to time amended, restated, supplemented or otherwise modified, the "Credit Agreement"), Lenders have agreed to make the Loans and issue Letters of Credit on behalf of Grantor;

INTERCOMPANY SUBORDINATION AGREEMENT
Intercompany Subordination Agreement • January 11th, 2002 • 3com Corp • Computer communications equipment • California

THIS INTERCOMPANY SUBORDINATION AGREEMENT (this "Agreement"), dated as of November 28, 2001, is made among the Obligors (as defined below), and BANK OF AMERICA, N.A., as agent ("Agent") for itself and the lenders ("Lenders") party to the Credit Agreements (as defined below), in light of the following:

CREDIT AGREEMENT Dated as of November 28, 2001 Among THE FINANCIAL INSTITUTIONS NAMED HEREIN as the Lenders and BANK OF AMERICA, N.A. as the Administrative Agent, BANC OF AMERICA SECURITIES, LLC as the Lead Arranger and Sole Book Manager, FOOTHILL...
Credit Agreement • January 11th, 2002 • 3com Corp • Computer communications equipment • California

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 administrative agent for the Lenders (in its capacity as administrative agent, the "Agent"), Foothill Capital Corporation, as syndication agent, and 3Com Corporation, a Delaware corporation, with offices at 5400 Bayfront Plaza, Santa Clara, California 95052 (the "Borrower").

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