CREDIT AGREEMENT dated as of July 14, 2015, among NETSCOUT SYSTEMS, INC., as Borrower The LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent as Joint Lead Arranger and Joint Bookrunner KEYBANC CAPITAL...Credit Agreement • July 15th, 2015 • Netscout Systems Inc • Services-computer integrated systems design • New York
CREDIT AGREEMENT dated as of July 14, 2015 (this “Agreement”), among NETSCOUT SYSTEMS, INC., as Borrower, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
EMPLOYEE MATTERS AGREEMENT by and among DANAHER CORPORATION, POTOMAC HOLDING LLC and NETSCOUT SYSTEMS, INC. dated as of July 14, 2015Employee Matters Agreement • July 15th, 2015 • Netscout Systems Inc • Services-computer integrated systems design • Delaware
This Employee Matters Agreement (this “Agreement”) is dated as of July 14, 2015, by and among Danaher Corporation, a Delaware corporation (“Danaher”), Potomac Holdings LLC, a Delaware limited liability company and presently a wholly owned Subsidiary of Danaher (“Newco”), and NetScout Systems, Inc., a Delaware corporation (“NetScout”) (each a “Party” and together, the “Parties”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 15th, 2015 • Netscout Systems Inc • Services-computer integrated systems design • Delaware
This Transition Services Agreement (together with the Service Schedules hereto, the “TSA”) is made as of July 14, 2015 (the “Effective Date”) by and among Danaher Corporation, a Delaware corporation (“Service Provider”), Potomac Holding LLC, a Delaware limited liability company (together with its successors and assigns, “Service Recipient”), and, for purposes of Section 12.11, NetScout Systems, Inc., a Delaware corporation (“NetScout”).
TAX MATTERS AGREEMENT by and among Danaher Corporation, Potomac Holding LLC and NetScout Systems, Inc. Dated as of July 14, 2015Tax Matters Agreement • July 15th, 2015 • Netscout Systems Inc • Services-computer integrated systems design • Delaware
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of July 14, 2015, is by and among Danaher Corporation, a Delaware corporation (“Danaher”), Potomac Holding LLC, a Delaware limited liability company (“Newco”), and NetScout Systems, Inc., a Delaware corporation (“NetScout”). Each of Danaher, Newco and NetScout is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
CLOSING AGREEMENTClosing Agreement • July 15th, 2015 • Netscout Systems Inc • Services-computer integrated systems design • Delaware
THIS CLOSING AGREEMENT (this “Agreement”) is entered into as of July 14, 2015, by and among Danaher Corporation (the “Seller”), Potomac Holding LLC (“Newco”), NetScout Systems, Inc. (the “Purchaser”), RS Merger Sub I, Inc., and RS Merger Sub II, LLC. Capitalized terms used in this Agreement but not otherwise defined herein have the meanings ascribed thereto in the Acquisition Agreements (as defined herein).
INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENTIntellectual Property Cross-License Agreement • July 15th, 2015 • Netscout Systems Inc • Services-computer integrated systems design
THIS INTELLECTUAL PROPERTY CROSS-LICENSE AGREEMENT (this “Agreement”) is entered into as of July 14, 2015 (the “Effective Date”) by and between Danaher Corporation, a Delaware corporation (“Danaher”) and Potomac Holding LLC, a Delaware limited liability company (the “Newco” and, collectively with Danaher, the “Parties”). Capitalized terms used herein without being defined in this Agreement shall have the respective meanings given such terms in the Separation and Distribution Agreement, dated as of October 12, 2014 (as amended, modified or supplemented from time to time in accordance with its terms, the “Distribution Agreement”), by and between Danaher and Newco.
