LOAN MODIFICATION AGREEMENT
This LOAN MODIFICATION AGREEMENT is entered into as of March 10, 2000, by and between
SILICON VALLEY BANK, a California-chartered bank with its principal place of business at 3003 Tasman
Drive, Santa Clara, CA 95054 and with a loan production office located at Wellesley Office Park, 40 William
Street, Wellesley, MA 02481, doing business under the name "Silicon Valley East" ("Bank"), and NETSCOUT
SYSTEMS, INC., a Delaware corporation with its principal place of business at 4 Technology Park Drive,
Westford, MA 01886 ("Borrower").
Borrower has borrowed money from Bank pursuant to certain Existing Loan Documents, as defined below. In
consideration of certain financial accommodations from Bank, and Borrower's continuing obligations under the
Existing Loan Documents, Borrower and Bank agree as follows:
1. DESCRIPTION OF EXISTING INDEBTEDNESS. Among other indebtedness which may be owing by
Borrower to Bank, Borrower is indebted to Bank pursuant to, among other documents, an Amended and
Restated Loan and Security Agreement dated as of March 12, 1998, between Borrower and Bank, as amended
by a Loan Modification Agreement dated as of March 11, 1999, providing for a revolving credit facility up to a
maximum principal amount of FIVE MILLION AND NO/100THS DOLLARS ($5,000,000), as such Loan
and Security Agreement may be further amended from time to time (the "Loan Agreement").
Hereinafter, all indebtedness owing by Borrower to Bank shall be referred to as the "Indebtedness."
2. DESCRIPTION OF COLLATERAL. Repayment of the Indebtedness is secured pursuant to the Loan
Agreement. Hereinafter, the Loan Agreement, together with all other documents securing payment of the
Indebtedness, shall be referred to as the "Existing Loan Documents."
3. DESCRIPTION OF CHANGES IN TERMS.
3.1 MODIFICATIONS TO DEFINITIONS. Section 13.1 of the Loan Agreement is hereby amended by
substituting the following definitions for those set forth therein for the s