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Exhibit 10.30  


 
 

LOAN MODIFICATION AGREEMENT    
    


        This Loan Modification Agreement (this "Loan Modification Agreement") is entered into as of March 19, 2003, by and between SILICON
VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at
One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name "Silicon Valley East" ("Bank") and NETSCOUT
SYSTEMS, INC., a Delaware corporation with offices at 310 Littleton Road, Westford, Massachusetts 01886-4105 ("Borrower"). 



        1.    DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS.    Among other indebtedness and obligations which may be
owing by Borrower to Bank, Borrower is indebted to Bank pursuant to a certain loan arrangement dated as of March 12, 1998, evidenced by, among other documents, a certain Amended and Restated
Loan and Security Agreement dated as of March 12, 1998 between Borrower and Bank, as amended by certain Loan Modification Agreements between Borrower and Bank dated March 11, 1999,
March 10, 2000, June 27, 2000, March 9, 2001, August 14, 2001, September 7, 2001, March 10, 2002, and November 7, 2002 (as may be amended from time to
time, the "Loan Agreement"). The Loan Agreement established a working capital line of credit in favor of Borrower in the maximum principal amount of Ten Million Dollars ($10,000,000.00) (the
"Committed Revolving Line"). Capitalized terms used but not otherwise defined herein shall have the same meaning as in the Loan Agreement. 


        Hereinafter,
all indebtedness and obligations owing by Borrower to Bank shall be referred to as the "Obligations". 


        2.    DESCRIPTION OF COLLATERAL.    Repayment of the Obligations is secured by the Collateral as described in the Loan
Agreement (together with any other collateral security granted to Bank, the "Security Documents"). 



        Hereinafter,
the Security Documents, together with all other documents evidencing or securing the Obligations shall be referred to as the "Existing Loan Documents". 


        3.    DESCRIPTION OF CHANGE IN TERMS.    



        A.    Modifications to Loan Agreement.    



	1.
	The
Loan Agreement shall be amended by deleting the following definition appearing in Section 13.1 thereof: 






"Revolving
Maturity Date" means March 8, 2003. 




and
inserting in lieu thereof the following: 



"Revolving
Maturity Date" means June 8, 2003. 







        4.    FEES.    Borrower shall pay to Bank a modification fee for this Amendment in an amount equal to Six Thousand Two
Hundred Fifty Dollars ($6,250.00), which fee shall be due on the date hereof and shall be deemed fully earned as of the date hereof. The Borrower shall also reimburse Bank for all legal fees and
expenses incurred in connection with this amendment to the Existing Loan Documents. 


        5.    ADDITIONAL COVENANTS:    Borrower shall not, without providing the Bank with thirty (30) days prior
written notice: (i) relocate its principal executive office or keep any Collateral in any additional locations, or (ii) change its jurisdiction of organization, or (iii) change
its organizational structure or type, (iv) change its legal name, or (v) change any organizational number (if any) assigned by its jurisdiction of organization. 



        6.    AUTHORIZATION TO FILE.    Borrower hereby authorizes Bank to file financing statements without notice to
Borrower, with all appropriate jurisdictions, as Bank deems appropriate, in order to further perfect or protect Bank's interest in the Collateral. 





 



        7.    CONSISTENT CHANGES.    The Existing Loan Documents are hereby amended wherever necessary to reflect the changes
described above. 


        8.    RATIFICATION OF LOAN DOCUMENTS.    Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of
all security or other collateral granted to the Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations. 


        9.    NO DEFENSES OF BORROWER.    Borrower agrees that, as of this date, it has no defenses against the obligations to
pay any amounts under the Obligations. 


        10.    CONTINUING VALIDITY.    Borrower understands and agrees that in modifying the existing Obligations, Bank is
relying upon Borrower's representations, warranties, and agreements, as set forth in the Existing Loan Documents. Except as expressly modified pursuant to this Loan Modification Agreement, the terms
of the Existing Loan Documents remain unchanged and in full force and effect. Bank's agreement to modifications to the existing Obligations pursuant to this Loan Modification Agreement in no way shall
obligate Bank to make any future modifications to the Obligations. Nothing in this Loan Modification Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and
Borrower to retain as liable parties all makers of Existing Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by virtue of this Loan Modification
Agreement. 


        11.    RIGHT OF SET-OFF.    In consideration of Bank's agreement to enter into this Loan Modification Agreement,
Borrower and any guarantor hereby reaffirm and hereby grant to Bank, a lien, security interest and right of setoff as security for all Obligations to Bank, whether now existing or hereafter arising
upon and against all deposits, credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Bank or any entity under the control of Silicon Valley Bank or
in transit to any of them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Bank may set off the same or any part thereof and apply the
same to any liability or obligation of Borrower and any guarantor even though unmatured and regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE
BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER
PROPERTY OF THE BORROWER OR ANY GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. 


        12.    JURISDICTION/VENUE.    Borrower accepts for itself and in connection with its properties, unconditionally, the
exclusive jurisdiction of any state or federal court of competent jurisdiction in the Commonwealth of Massachusetts in any action, suit, or proceeding of any kind against it which arises out of or by
reason of this Loan Modification Agreement; provided, however, that if for any reason Bank cannot avail itself of the Courts of The Commonwealth of Massachusetts, then venue shall lie in Santa Clara
County, California. NOTWITHSTANDING THE FOREGOING, THE BANK SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION WHICH
THE BANK DEEMS NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR TO OTHERWISE ENFORCE THE BANK'S RIGHTS AGAINST THE BORROWER OR ITS PROPERTY. 



        13.    COUNTERSIGNATURE.    This Loan Modification Agreement shall become effective only when it shall have been
executed by Borrower and Bank (provided, however, in no event shall this Loan Modification Agreement become effective until signed by an officer of Bank in California). 


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        This
Loan Modification Agreement is executed as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first written above. 



	BORROWER:	 	BANK:
	
NETSCOUT SYSTEMS, INC.	
 	

SILICON VALLEY BANK, doing business as SILICON VALLEY EAST
	

By:	
 	

/s/  LISA FIORENTINO      
	
 	

By:	
 	

/s/  JONATHAN GRAY      

	

Name:	
 	

Lisa Fiorentino
	
 	

Name:	
 	

Jonathan Gray

	

Title:	
 	

Vice President Finance and Administration
	
 	

Title:	
 	

Senior Vice President

	

 	
 	

 	
 	
SILICON VALLEY BANK
	

 	
 	

 	
 	

By:	
 	

/s/  MICHELLE GIANNINI      

	 	 	 	 	Name:	 	Michelle Giannini

	 	 	 	 	Title:	 	Area Vice President
 (signed in Santa Clara County, California)




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LOAN MODIFICATION AGREEMENT