2nd Amendment Credit

Exhibit 10.21
SECOND AMENDMENT TO CREDIT AGREEMENT


This Second Amendment to Credit Agreement (the "Amendment"), dated as of January 25, 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, as amended by that certain Amendment to Credit Agreement dated as of January 11, 1994 (the "First Amendment") (the Original Agreement, as amended by the First Amendment, 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 7.08 of the Credit Agreement shall be amended by replacing the amount"$200,000,000" with the amount "$161,000,000".


(b) The reference to "section 7.10(b)" in Section 3(f) of the First Amendment shall first be replaced with "Section 7.10(a)" and Section 7.10(a) of the Credit Agreement shall then be amended by replacing the amount "$90,000,000" with the amount "$129,000,000".


3. Representations and Warranties. The Company hereby represents and warrants to the Bank as follows:


(a) No Default or Event of Default has occurred and is continuing.


(b) The execution, delivery, and performance by the Company of this Amendmen ...