First Amendmnet Credit

Exhibit 10.20
AMENDMENT TO CREDIT AGREEMENT


THIS AMENDMENT TO CREDIT AGREEMENT (the "Amendment"), dated as of January 11, 1994, is entered into by and between 3COM CORPORATION (the "Company") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (the "Bank").


RECITALS


A. The Bank and the Company are parties to a Credit Agreement dated as of April 21, 1993 (the "Credit Agreement") pursuant to which the Bank has extended certain credit facilities to and for the benefit of the Company.


B. The Company has requested that the Bank agree to certain amendments of the Credit Agreement.


C. The Bank is willing to amend the Credit Agreement, subject to the terms and conditions of this Amendment.


NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:


1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the meanings, if any, assigned to them in the Credit Agreement.


2. Amendments to Credit Agreement.


(a) Section 1.01 of the Credit Agreement shall be amended as follows:


(i) The definition of "Assessment Rate" as set forth in the definition of "CD Rate" shall be amended by deleting the word "Agent" in the third line thereof and inserting "Bank" in lieu thereof, and by adding the following to the end of such definition: "or, in the event that the FDIC shall at any time hereafter cease to assess time deposits based upon such classifications or successor classifications, equal to the maximum annual assessment rate in effect on such day that is payable to the FDIC by commercial banks (whether or not applicable to the Bank) for insuring time deposits at offices of such banks in the United States".


(ii) The definition of "Commitment" shall be replaced in its entirety with the following:


""Commitment" means Forty Million Dollars ($40,000,000)."


(iii) The definition of "Revolving Termination Date" shall be replaced in its entirety with the following:


""Revolving Termination Date means the last Business Day on or preceding December 31, 1996."


(b) Subsection 6.01(a) of the Credit Agreement shall be amended by inserting "(i)" after "Company," in the second line thereof, and by inserting the following after the word "years" in the last line of such subsection:


", and (ii) a copy of an unaudited consolidating balance sheet of the Company and each of its Subsidiaries as at the end of such fiscal year and the related consolidating statement of income for such fiscal year, all in reasonable detail, certified by an appropriate Responsible Officer of the Company as having been used in connection with the preparation of the financial statements refereed to in clause (i) of this subsection 6.01(a)".


(c) Subsection 7.03(c) of the Credit Agreement shall be amended by deleting the proviso thereto and inserting in lieu thereof the following: "provided that immediately prior to and immediately after giving effect thereto, no Default or Event of Default exists or would exist.".


(d) Section 7.07 of the Credit A ...