Credit Agreement

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Exhibit 10.15


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 and Sole Book Manager

FOOTHILL CAPITAL CORPORATION,
as the Syndication Agent

and

3COM TECHNOLOGIES

and

3COM EUROPE LIMITED

as Borrowers


TABLE OF CONTENTS
Section

Page ARTICLE 1 LOANS AND LETTERS OF CREDIT 1 1.1 Total Facility 1 1.2 Revolving Loans. 2 1.3 Term Loans. 4 1.4 Letters of Credit. 5 1.5 Bank Products 8
ARTICLE 2 INTEREST AND FEES

9 2.1 Interest. 9 2.2 Continuation and Conversion Elections. 9 2.3 Maximum Interest Rate 10 2.4 [Intentionally Deleted] 10 2.5 Unused Line Fee 10 2.6 Letter of Credit Fee 11
ARTICLE 3 PAYMENTS AND PREPAYMENTS

11 3.1 Revolving Loans 11 3.2 Termination of Facility 11 3.3 Repayment of the Term Loans 12 3.4 Prepayments of the Term Loans. 12 3.5 LIBOR Rate Loan Prepayments 13 3.6 Payments by the Borrowers. 13 3.7 Payments as Revolving Loans 13 3.8 Apportionment, Application and Reversal of Payments 13 3.9 Indemnity for Returned Payments 14 3.10 Agent's and Lenders' Books and Records; Monthly Statements 14
ARTICLE 4 TAXES, YIELD PROTECTION AND ILLEGALITY

15 4.1 Taxes. 15 4.2 Illegality. 16 4.3 Increased Costs and Reduction of Return. 16 4.4 Funding Losses 17 4.5 Inability to Determine Rates 17 4.6 Certificates of Agent 17 4.7 Obligation to Mitigate 17 4.8 Survival 17
ARTICLE 5 BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES; COLLATERAL REPORTING

18 5.1 Books and Records 18 5.2 Financial Information 18 5.3 Notices to the Lenders 19 5.4 Collateral Reporting 20 5.5 Inventory; Perpetual Inventory. 20
ARTICLE 6 GENERAL WARRANTIES AND REPRESENTATIONS

21 6.1 Authorization, Validity, and Enforceability of this Agreement and the Loan Documents 21 6.2 Validity and Priority of Security Interest 22 6.3 Organization and Qualification 22

i 6.4 Corporate Name; Prior Transactions 22 6.5 Subsidiaries and Affiliates 22 6.6 [Intentionally Deleted]. 22 6.7 Capitalization 22 6.8 Solvency 22 6.9 Debt 22 6.10 Distributions 22 6.11 Real Estate; Leases 22 6.12 Unrestricted Subsidiaries 23 6.13 Trade Names 23 6.14 Litigation 23 6.15 Labor Disputes 23 6.16 Environmental Laws 23 6.17 No Violation of Law 24 6.18 No Default 24 6.19 Intentionally Omitted. 24 6.20 Taxes 25 6.21 Regulated Entities 25 6.22 Use of Proceeds; Margin Regulations 25 6.23 Proprietary Rights 25 6.24 No Material Adverse Change 25 6.25 [Intentionally Deleted] 25 6.26 [Intentionally Deleted] 25 6.27 Bank Accounts 25 6.28 Governmental Authorization 25 6.29 Accounts. 25
ARTICLE 7 AFFIRMATIVE AND NEGATIVE COVENANTS

27 7.1 Taxes and Other Obligations 27 7.2 Legal Existence and Good Standing 27 7.3 Compliance with Law and Agreements; Maintenance of Licenses 27 7.4 Maintenance of Property; Inspection of Property. 27 7.5 [Intentionally Deleted] 28 7.6 Insurance and Condemnation Proceeds 28 7.7 Environmental Laws. 28 7.8 [Intentionally Deleted] 29 7.9 Mergers, Consolidations or Sales 29 7.10 Distributions; Capital Change; Investments 30 7.11 [Intentionally Deleted] 30 7.12 Guaranties 30 7.13 Debt 30 7.14 Prepayment 30 7.15 Transactions with Affiliates 30 7.16 Investment Banking and Finder's Fees 31 7.17 [Intentionally Deleted] 31 7.18 Liens 31 7.19 Sale and Leaseback Transactions 31 7.20 New Subsidiaries 31 7.21 [Intentionally Deleted] 32 7.22 [Intentionally Deleted] 32

ii 7.23 [Intentionally Deleted] 32 7.24 [Intentionally Deleted] 32 7.25 Minimum Liquidity 32 7.26 [Intentionally Deleted] 32 7.27 Use of Proceeds 32 7.28 Further Assurances 32 7.29 No More Restrictive Covenants 32
ARTICLE 8 CONDITIONS OF LENDING

32 8.1 Conditions Precedent to Making of Loans on the Initial Funding Date 32 8.2 Conditions Precedent to Each Loan 34
ARTICLE 9 DEFAULT; REMEDIES

35 9.1 Events of Default 35 9.2 Remedies. 37
ARTICLE 10 TERM AND TERMINATION

38 10.1 Term and Termination 38
ARTICLE 11 AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS

39 11.1 Amendments and Waivers. 39 11.2 Assignments; Participations. 40
ARTICLE 12 THE AGENT AND THE SECURITY TRUSTEE

42 12.1 Appointment and Authorization 42 12.2 Delegation of Duties 42 12.3 Liability of Agent 42 12.4 Reliance by Agent 43 12.5 Notice of Default 43 12.6 Credit Decision 43 12.7 Indemnification 44 12.8 Agent in Individual Capacity 44 12.9 Successor Agent 44 12.10 Withholding Tax. 44 12.11 Collateral Matters. 45 12.12 Restrictions on Actions by Lenders; Sharing of Payments. 46 12.13 Agency for Perfection 47 12.14 Payments by Agent to Lenders 47 12.15 Settlement. 47 12.16 Letters of Credit; Intra-Lender Issues. 50 12.17 Concerning the Collateral and the Related Loan Documents 52 12.18 Field Audit and Examination Reports; Disclaimer by Lenders 52 12.19 Relation Among Lenders 53 12.20 Co-Agents 53 12.21 Security Trustee 53 12.22 Successor Security Trustee 53 12.23 Protection of Security Trustee 54
ARTICLE 13 JOINT AND SEVERAL LIABILITY OF BORROWERS

54 13.1 Joint and Several Liability of Borrowers 54 13.2 Contribution and Indemnification among the Borrowers 55 13.3 Waiver 56

iii 13.4 Independent Investigation. 57 13.5 Stay of Acceleration 57 13.6 Subrogation 58 13.7 Cumulative Remedies 58 13.8 Additional Waivers 58 13.9 Survival of Obligations 58
ARTICLE 14 MISCELLANEOUS

58 14.1 No Waivers; Cumulative Remedies 58 14.2 Severability 58 14.3 Governing Law; Choice of Forum; Service of Process. 59 14.4 WAIVER OF JURY TRIAL 60 14.5 Survival of Representations and Warranties 60 14.6 Other Security and Guaranties 61 14.7 Fees and Expenses 61 14.8 Notices 62 14.9 Waiver of Notices 63 14.10 Binding Effect 63 14.11 Indemnity of the Agent, the Security Trustee and the Lenders by the Borrowers. 63 14.12 Limitation of Liability 63 14.13 Final Agreement 64 14.14 Counterparts 64 14.15 Captions 64 14.16 Right of Setoff 64 14.17 Confidentiality. 64 14.18 Conflicts with Other Loan Documents 65 14.19 Non-Public Information 65 14.20 Designation of 3Com Europe as Agent of Borrowers 65

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ANNEXES, EXHIBITS AND SCHEDULES
ANNEX A DEFINED TERMS
EXHIBIT A-1


FORM OF REVOLVING LOAN NOTE
EXHIBIT A-2


FORM OF TERM NOTE
EXHIBIT B


FORM OF BORROWING BASE CERTIFICATE
EXHIBIT C


FINANCIAL STATEMENTS
EXHIBIT D


FORM OF NOTICE OF BORROWING
EXHIBIT E


FORM OF NOTICE OF CONTINUATION/CONVERSION
EXHIBIT F


FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
SCHEDULE 1.2


LENDERS' COMMITMENTS (ANNEX A DEFINED TERMS)
SCHEDULE 3.4(b)


MINIMUM PRICE FOR MORTGAGE REAL ESTATE SALE
SCHEDULE 6.3


ORGANIZATION AND QUALIFICATIONS
SCHEDULE 6.4


CORPORATE NAMES/PRIOR TRANACTIONS
SCHEDULE 6.5


SUBSIDIARIES AND AFFILIATES
SCHEDULE 6.7


CAPITLIZATION
SCHEDULE 6.9


DEBT
SCHEDULE 6.10


DISTRIBUTIONS
SCHEDULE 6.11


REAL ESTATE; LEASES
SCHEDULE 6.13


TRADE NAMES
SCHEDULE 6.14


LITIGATION
SCHEDULE 6.15


LABOR DISPUTES
SCHEDULE 6.16


ENVIRONMENTAL LAW
SCHEDULE 6.19


ERISA COMPLIANCE
SCHEDULE 6.27


BANK ACCOUNTS

v


CREDIT AGREEMENT


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 Boundary Way, Hemel Hempstead HP2 7YU, England (each of 3Com Tech and 3Com Europe individually, a "Borrower" and collectively, the "Borrowers").


W I T N E S S E T H:


WHEREAS, the Borrowers have requested the Lenders to make available to the Borrowers a revolving line of credit for loans and letters of credit and to make term loans to the Borrowers, which extensions of credit the Borrowers will use for the purposes permitted hereunder;

WHEREAS, Parent (as defined below) has requested the Lenders to make available to Parent a revolving line of credit for loans and letters of credit and to make term loans to Parent, which extensions of credit Parent will use for the purposes permitted under the U.S. Credit Agreement (as defined in Annex A);

WHEREAS, the Lenders have agreed to make available to the Borrowers and Parent revolving credit facilities upon the terms and conditions set forth in this Agreement and in the U.S. Credit Agreement, respectively, in an aggregate amount not to exceed $105,000,000, the Lenders have agreed to make term loans to Parent in the aggregate principal amount of $90,000,000 upon the terms and conditions set forth in the U.S. Credit Agreement, and the Lenders have agreed to make term loans to the Borrowers in the aggregate principal amount of $15,000,000 upon the terms and conditions set forth in this Agreement;

WHEREAS, capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed thereto in Annex A which is attached hereto and incorporated herein; the rules of construction contained therein shall govern the interpretation of this Agreement, and all Annexes, Exhibits and Schedules attached hereto are incorporated herein by reference;

WHEREAS, 3Com Tech and 3Com Europe and their respective Subsidiaries are indirect Subsidiaries of 3Com Corporation, a Delaware corporation ("Parent"), and Borrowers are engaged in an inter-related business enterprise with an identity of interests, and accordingly the financing provided hereunder will directly and indirectly benefit each of the Borrowers;

NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, the Lenders, the Agent, the Security Trustee and the Borrowers hereby agree as follows.


ARTICLE 1
LOANS AND LETTERS OF CREDIT


1.1 Total Facility. Subject to all of the terms and conditions of this Agreement, the Lenders agree to make available a total credit facility of up to $120,000,000 less any U.S. Aggregate Revolver Outstandings (the "Total Facility") to the Borrowers from time to time during the term of this

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Agreement. The Total Facility shall be composed of a revolving line of credit consisting of Revolving Loans and Letters of Credit and the Term Loans described herein.

1.2 Revolving Loans.

(a) (i) Amounts. Subject to the satisfaction of the conditions precedent set forth in Article 8 , and except for Non-Ratable Loans and Agent Advances, each Lender severally, but not jointly, agrees, upon Administrative Borrower's request from time to time on any Business Day during the period from the Closing Date to the Termination Date, to make revolving loans (the "Revolving Loans") to the applicable Borrower in aggregate amounts not to exceed such Lender's Pro Rata Share of the Availability. The Lenders, however, in their unanimous discretion, may elect to make Revolving Loans to, or issue or arrange to have issued Letters of Credit in excess of the Borrowing Base on one or more occasions, but if they do so, neither the Agent nor the Lenders shall be deemed thereby to have changed the limits of the Borrowing Base or to be obligated to exceed such limits on any other occasion. If any Borrowing would exceed Availability, the Lenders may refuse to make or may otherwise restrict the making of Revolving Loans to Borrowers, as the Lenders determine until such excess has been eliminated, subject to the Agent's authority, in its sole discretion, to make Agent Advances pursuant to the terms of Section 1.2(i) . The entire unpaid balance of the Revolving Loans and all other non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Termination Date.

(ii) Revolving Loan Notes. At the request of any Lender, Borrowers shall execute and deliver to such Lender a promissory note to evidence the Revolving Loans of that Lender. Each note shall be in the principal amount of the Lender's Pro Rata Share of the Revolving Loan Commitments, dated the date hereof and substantially in the form of Exhibit A-1 (such promissory note, together with any new note issued pursuant to Section 11.2 upon the assignment of any portion of such Lender's Loans and Commitment being hereinafter referred to as a "Revolving Loan Note" and, collectively with any other such notes, the "Revolving Loan Notes"). Each Revolving Loan Note shall represent the obligation of each Borrower to pay the amount of such Lender's Pro Rata Share of the Revolving Loan Commitments, or, if less, such Lender's Pro Rata Share of the aggregate unpaid principal amount of all Revolving Loans to Borrowers, together with interest thereon as prescribed in Section 2.1 .

(b) Procedure for Borrowing.

(1) Each Borrowing shall be made upon Administrative Borrower's irrevocable written notice delivered to the Agent's London office, in the form of a notice of borrowing ("Notice of Borrowing"), which must be received by the Agent's London office prior to (A) 12:00 noon (Los Angeles time) three Business Days prior to the requested Funding Date, in the case of LIBOR Rate Loans and (B) 10:00 a.m. (Los Angeles time) on the requested Funding Date, in the case of Base Rate Loans, specifying:

(A) the amount of the Borrowing, which in the case of a LIBOR Rate Loan must equal or exceed $1,000,000 (and increments of $1,000,000 in excess of such amount);

(B) the requested Funding Date, which must be a Business Day;

(C) whether the Revolving Loans requested are to be Base Rate Revolving Loans or LIBOR Revolving Loans (and if not specified, it shall be deemed a request for a Base Rate Revolving Loan); and

(D) the duration of the Interest Period for LIBOR Revolving Loans (and if not specified, it shall be deemed a request for an Interest Period of one month);

provided, however, that with respect to the Borrowing to be made on the Initial Funding Date, such Borrowing will consist of Base Rate Loans only.

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(2) In lieu of delivering a Notice of Borrowing, Administrative Borrower may give the Agent's London office telephonic notice of such request for advances to the Designated Account on or before the deadline set forth above. The Agent at all times shall be entitled to rely on such telephonic notice in making such Revolving Loans, regardless of whether any written confirmation is received.

(3) Borrowers shall have no right to request a LIBOR Rate Loan while a Default or Event of Default has occurred and is continuing.

(c) Reliance upon Authority. Prior to the Closing Date, Borrowers shall deliver to the Agent, a notice setting forth the account of such Borrowers (the "Designated Account") to which Agent is authorized to transfer the proceeds of the Revolving Loans requested hereunder by Administrative Borrower. The Borrowers may designate a replacement account from time to time by written notice by at least two Responsible Officers. All such Designated Accounts must be reasonably satisfactory to the Agent. The Agent is entitled to rely conclusively on any person's request for Revolving Loans on behalf of any Borrower, so long as the proceeds thereof are to be transferred to the Designated Account. The Agent has no duty to verify the identity of any individual representing himself or herself as a person authorized by any Borrower to make such requests on behalf such Borrower.

(d) No Liability. The Agent shall not incur any liability to any Borrower as a result of acting upon any notice referred to in Sections 1.2(b) and (c) , which the Agent believes in good faith to have been given by an officer or other person duly authorized by Administrative Borrower to request Revolving Loans on behalf of any Borrower. The crediting of Revolving Loans to Designated Account conclusively establishes the obligation of Borrowers to repay such Revolving Loans as provided herein.

(e) Notice Irrevocable. Any Notice of Borrowing (or telephonic notice in lieu thereof) made pursuant to Section 1.2(b) shall be irrevocable, and the applicable Borrower shall be bound to borrow the funds requested therein in accordance therewith; provided, however, that the Administrative Borrower may cancel a Notice of Borrowing prior to funding provided that the Borrowers reimburse Agent and the Lenders for any expenses actually incurred as a result of such cancellation.

(f) Agent's Election. Promptly after receipt of a Notice of Borrowing (or telephonic notice in lieu thereof), the Agent shall elect to have the terms of Section 1.2(g) or the terms of Section 1.2(h) apply to such requested Borrowing. If the Bank declines in its sole discretion to make a Non-Ratable Loan pursuant to Section 1.2(h) , the terms of Section 1.2(g) shall apply to the requested Borrowing.

(g) Making of Revolving Loans. If Agent elects to have the terms of this Section 1.2(g) apply to a requested Borrowing, then promptly after receipt of a Notice of Borrowing or telephonic notice in lieu thereof, but in any event no later than 11:00 a.m. (Los Angeles time), the Agent shall notify the Lenders by telecopy, telephone or e-mail of the requested Borrowing. Each Lender shall transfer its Pro Rata Share of the requested Borrowing available to the Agent in immediately available funds, to the account from time to time designated by Agent, not later than 1:00 p.m. (Los Angeles time) on the applicable Funding Date. After the Agent's receipt of all proceeds of such Revolving Loans, the Agent shall make the proceeds of such Revolving Loans available to the applicable Borrower on the applicable Funding Date by transferring same day funds to the Designated Account, or with respect to Revolving Loans made on the Initial Funding Date, as Administrative Borrower shall otherwise instruct in writing; provided, however , that the amount of Revolving Loans so made to any Borrower on any date shall not exceed the Availability on such date.

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(h) Making of Non-Ratable Loans.

(A) If Agent elects, with the consent of the Bank, to have the terms of this Section 1.2(h) apply to a requested Borrowing, the Bank shall make a Revolving Loan in the amount of that Borrowing available to the applicable Borrower on the applicable Funding Date by transferring same day funds to Borrowers' Designated Account. Each Revolving Loan made solely by the Bank pursuant to this Section is herein referred to as a "Non-Ratable Loan", and such Revolving Loans are collectively referred to as the "Non-Ratable Loans." Each Non-Ratable Loan shall be subject to all the terms and conditions applicable to other Revolving Loans except that all payments thereon shall be payable to the Bank solely for its own account. The aggregate amount of Non-Ratable Loans outstanding at any time shall not exceed $10,000,000. The Agent shall not request the Bank to make any Non-Ratable Loan if (1) the Agent has received written notice from any Lender that one or more of the applicable conditions precedent set forth in Article 8 will not be satisfied on the requested Funding Date for the applicable Borrowing, or (2) the requested Borrowing by a Borrower would exceed Availability on that Funding Date.

(B) The Non-Ratable Loans shall be secured by the Lenders' Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

(i) Agent Advances.

(A) Subject to the limitations set forth below, the Agent is authorized by each Borrower and the Lenders, from time to time in the Agent's sole discretion, (y) during the continuation of a Default or an Event of Default, or (z) at any time that any of the other conditions precedent set forth in Article 8 have not been satisfied, to make Base Rate Revolving Loans to one or more Borrowers on behalf of the Lenders in an aggregate amount outstanding at any time for all Borrowers not to exceed the lesser of (w) $5,000,000, or (x) 10% of the Borrowing Base which the Agent, in its reasonable business judgment, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, (2) during the continuance of a Default or an Event of Default, to enhance the likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (3) to pay any other amount chargeable to any Borrower pursuant to the terms of this Agreement, including costs, fees and expenses as described in Section 13.7 (any of such advances are herein referred to as "Agent Advances"); provided, however, that (y) in no event shall Agent make Agent Advances which would cause the Aggregate Revolver Outstandings at any time to exceed the Maximum Revolver Amount and (z) the Majority Lenders may at any time revoke the Agent's authorization to make Agent Advances. Any such revocation must be in writing and shall become effective prospectively upon the Agent's receipt thereof.

(B) The Agent Advances shall be secured by the Lenders' Liens in and to the Collateral and shall constitute Base Rate Revolving Loans and Obligations hereunder.

1.3 Term Loans.

(a) Amounts of Term Loans. Each Lender severally agrees to make a term loan (any such term loan being referred to as a "Term Loan" and such term loans being referred to collectively as the "Term Loans") to Borrowers on the Initial Funding Date, upon the satisfaction of the conditions precedent set forth in Article 8 , in an amount equal to such Lender's Pro Rata Share of $15,000,000. The Term Loans shall initially be Base Rate Term Loans; but Borrowers may elect, on the Initial Funding Date, to convert such Term Loans to LIBOR Term Loans pursuant to Section 2.2.

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(b) Making of Term Loans. Each Lender shall make the amount of such Lender's Term Loan available to the Agent in same day funds, to Agent's designated account, not later than 3:00 p.m. (Los Angeles time) on the Initial Funding Date. After the Agent's receipt of the proceeds of such Term Loans, upon satisfaction of the conditions precedent set forth in Article 8 , the Agent, through its London branch, shall make the proceeds of such Term Loans available to the Borrowers on such Funding Date by transferring same day funds equal to the proceeds of such Term Loans received by the Agent to Borrowers' Designated Account or as Borrowers shall otherwise instruct in writing.

(c) Term Loan Notes. Borrowers shall execute and deliver to the Agent on behalf of each Lender, on the Closing Date, a promissory note, substantially in the form of Exhibit A-2 attached hereto and made a part hereof (such promissory notes, together with any new notes issued pursuant to Section 11.2 upon the assignment of any portion of any Lender's Term Loan, being hereinafter referred to collectively as the "Term Loan Notes" and each of such promissory notes being hereinafter referred to individually as a "Term Loan Note"). The Term Loan Notes shall evidence each Lender's Term Loan, in an original principal amount equal to that Lender's Pro Rata Share of $15,000,000 together with interest thereon as prescribed in Section 2.1 .

1.4 Letters of Credit.

(a) Agreement to Issue or Cause To Issue. Subject to the terms and conditions of this Agreement, the Agent agrees (i) to cause the Letter of Credit Issuer to issue for the account of any Borrower one or more commercial/documentary and standby letters of credit ("Letter of Credit") and/or (ii) to provide credit support or other enhancement to a Letter of Credit Issuer acceptable to Agent, which issues a Letter of Credit for the account of any Borrower (any such credit support or enhancement being herein referred to as a "Credit Support") from time to time during the term of this Agreement.

(b) Amounts; Outside Expiration Date. The Agent shall not have any obligation to issue or cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit at any time if: (i) the maximum face amount of the requested Letter of Credit is greater than the Unused Letter of Credit Subfacility at such time; (ii) the maximum undrawn amount of the requested Letter of Credit and all commissions, fees, and charges due from the relevant Borrower in connection with the opening thereof would exceed Availability at such time; or (iii) such Letter of Credit has an expiration date less than 30 days prior to the Stated Termination Date or more than 12 months from the date of issuance for standby letters of credit and 270 days for documentary letters of credit. With respect to any Letter of Credit which contains any "evergreen" or automatic renewal provision, each Lender shall be deemed to have consented to any such extension or renewal unless any such Lender shall have provided to the Agent, written notice that it declines to consent to any such extension or renewal at least thirty (30) days prior to the date on which the Letter of Credit Issuer is entitled to decline to extend or renew the Letter of Credit. If all of the requirements of this Section 1.4 are met and no Default or Event of Default has occurred and is continuing, no Lender shall decline to consent to any such extension or renewal.

(c) Other Conditions. In addition to conditions precedent contained in Article 8 , the obligation of the Agent to issue or to cause to be issued any Letter of Credit or to provide Credit Support for any Letter of Credit is subject to the following conditions precedent having been satisfied in a manner reasonably satisfactory to the Agent:

(1) Such Borrower shall have delivered to the Letter of Credit Issuer, at such times and in such manner as such Letter of Credit Issuer may prescribe, an application in form and substance satisfactory to such Letter of Credit Issuer and reasonably satisfactory to the Agent for the issuance of the Letter of Credit and such other documents as may be required

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pursuant to the terms thereof, and the form, terms and purpose of the proposed Letter of Credit shall be reasonably satisfactory to the Agent and the Letter of Credit Issuer; and

(2) As of the date of issuance, no order of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain money center banks generally from issuing letters of credit of the type and in the amount of the proposed Letter of Credit, and no law, rule or regulation applicable to money center banks generally and no request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over money center banks generally shall prohibit, or request that the proposed Letter of Credit Issuer refrain from, the issuance of letters of credit generally or the issuance of such Letters of Credit.

(d) Issuance of Letters of Credit.

(1) Re ...