Amended And Restated Asset Contribution Agreement

Exhibit 2.5
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AMENDED AND RESTATED ASSET CONTRIBUTION AGREEMENT


THIS AMENDED AND RESTATED ASSET CONTRIBUTION AGREEMENT (this "Agreement") is entered into and is effective as of June 3, 2000 (the "Effective --------- --------- Date") by and between CABLETRON SYSTEMS, INC., a Delaware corporation ("CSI"), ---- --- and RIVERSTONE NETWORKS, INC., a Delaware corporation and a wholly owned subsidiary of CSI (the "Company").
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RECITALS


WHEREAS, the parties desire to enter into this Agreement in order to cause the transfer of certain assets related to the Company Business (as defined herein) to the Company and the assumption by the Company of certain liabilities including those related to the Company Business on the Transformation Date (as defined herein), giving effect to such transfer and assumption as of the Effective Date;


WHEREAS, CSI and the Company are entering into this Agreement pursuant to that certain Transformation Agreement (the "Transformation Agreement") dated
------------------------ as of the date hereof by and among CSI, the Company and the other Newcos (as defined herein);


WHEREAS, CSI and the Company desire such transfer of assets and liabilities to qualify as a tax free contribution under Section 351 of the Internal Revenue Code of 1986, as amended; and


WHEREAS, CSI and the Company desire to amend and restate this Agreement as of the Effective Date to correct certain mutual mistakes of the Parties and to clarify their rights and obligations under this Agreement;


NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, provisions and covenants contained herein, and for other good and valuable consideration, the receipt and legal sufficiency whereof are hereby acknowledged, the parties hereto further agree as follows:


1. Definitions. For the purposes of this Agreement, the following terms
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shall have the following meanings:


1.1. "Action" shall mean any claim, action, cause of action or suit
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by or before any Governmental Authority.


1.2. "Agreement" has the meaning assigned to such term in the
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preamble.


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1.3. "Ancillary Agreements" has the meaning assigned to such term
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in the Transformation Agreement.


1.4. "Aprisma" means Aprisma Management Technologies, Inc.
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1.5. "Assignment and Assumption Agreement" has the meaning assigned
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to such term in Section 6.3.


1.6. "Assumed Liabilities" has the meaning assigned to such term in
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Section 4.


1.7. "Bill of Sale" has the meaning assigned to such term in
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Section 6.3.


1.8. "Closing" has the meaning assigned to such term in the
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Transformation Agreement.


1.9. "Company" has the meaning assigned to such term in the
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preamble.


1.10. "Company Business" means the business described in Exhibit A.
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1.11. "Company Transferred Subsidiaries" means each of the
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subsidiaries of CSI listed on Schedule 2.3 hereto and each
direct and indirect subsidiary of such entities.


1.12. "Contracts" means any contract, agreement, lease, license,
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sales order, purchase order, instrument or other commitment.


1.13. "Contributed Assets" has the meaning assigned to such term in
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Section 2.


1.14. "Contributed Contracts" has the meaning assigned to such term
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in Section 2.9.


1.15. "Contributed Intellectual Property" means, collectively,
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Contributed Registered Intellectual Property, Contributed
Non-Registered Intellectual Property, and Contributed Third
Party Tools.


1.16. "Contributed Non-Registered Intellectual Property" has the
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meaning assigned to such term in Section 2.7.1.


1.17. "Contributed Registered Intellectual Property" has the meaning
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assigned to such term in Section 2.8.1.


1.18. "Contributed Third Party Tools" has the meaning assigned to
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such term in Section 2.6.


1.19. "Contribution Agreements" has the meaning assigned to such
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term in the Transformation Agreement.


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1.20. "CSI" has the meaning assigned to such term in the preamble.
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1.21. "Effective Date" has the meaning assigned to such term in the
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preamble


1.22. "Enterasys" means Enterasys Networks, Inc.
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1.23. "Enterasys Contribution Agreement" has the meaning assigned to
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such term in the Transformation Agreement.


1.24. "Excluded Assets" has the meaning assigned to such term in
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Section 3.


1.25. "Excluded Liabilities" has the meaning assigned to such term
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in Section 5.


1.26. "GNTS" means GlobalNetwork Technology Services, Inc.
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1.27. "Governmental Authority" means any domestic or foreign
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federal, state or local government, regulatory or
administrative agency or court.


1.28. "Initial Intercompany Amount" has the meaning assigned to such
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term in Section 8.5.


1.29. "Intellectual Property" means any or all of the following and
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all rights in, arising out of, or associated therewith: (i)
all United States and foreign patents and applications
therefor and all reissues, divisions, renewals, extensions,
provisionals, continuations and continuations-in-part thereof;
(ii) all inventions (whether patentable or not), invention
disclosures, improvements, trade secrets, proprietary
information, know how, technology, technical data and customer
lists; (iii) all copyrights, copyright registrations and
applications therefor and all other rights corresponding
thereto throughout the world; (iv) all semiconductor and
semiconductor circuit designs; (v) all rights to all mask
works and reticles, mask work registrations and applications
therefor; (vi) all industrial designs and any registrations
and applications therefor throughout the world; (vii) all
trade names, logos, common law trademarks and service marks,
trademark and service mark registrations and applications
therefor and all goodwill associated therewith throughout the
world; (viii) all databases and data collections and all
rights therein throughout the world; (ix) all computer
software including all source code, object code, firmware,
development tools, files, records and data, all media on which
any of the foregoing is recorded; (x) all Web addresses, sites
and domain names; (xi) any similar, corresponding or
equivalent rights to any of the foregoing; and (xii) all
documentation related to any of the foregoing.


1.30. "Intercompany Account" has the meaning assigned to such term
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in Section 2.4.2.


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1.31. "Intercompany Amount" shall mean an amount, which may be
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positive or negative, equal to (i) the Initial Intercompany
Amount plus (ii) the net amount (which amount may be negative)
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of any cash received by CSI with respect to the Company
Business during the period from June 3, 2000 through the
Transformation Date minus any cash spent by CSI with respect
to the Company Business during the period from June 3, 2000
through the Transformation Date minus (iii) any obligations in
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respect of accounts payable and other current liabilities
incurred by CSI with respect to the Company Business during
the period from June 3, 2000 through the Transformation Date
not assumed by the Company pursuant to this Agreement.


1.32. "Inventory" means inventories, raw materials, supplies,
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manufactured and purchased parts, works in progress and
finished goods.


1.33. "June 3 Balance Sheet" has the meaning assigned to such term
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in Section 8.5.


1.34. "June 3 Net Working Capital" has the meaning assigned to such
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term in Section 8.5.


1.35. "June 3 Target Net Working Capital" means $60,000,000.
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1.36. "Liability" means any debt, liability or obligation whether
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known or unknown, whether asserted or unasserted, whether
absolute or contingent, whether accrued or unaccrued, whether
liquidated or unliquidated, whether incurred directly or
consequential and whether due or to become due, including,
without limitation, any liability arising out of applicable
statutory, regulatory or common law, any contractual
obligation and any obligation arising out of tort.


1.37. "NEC ASIC Technology" means the Intellectual Property of CSI
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related to the ASIC family manufactured as of the Effective
Date by NEC, and certain related, incidental Intellectual
Property, including Intellectual Property that supports that
ASIC family and subsystems into which those ASICs are
incorporated.


1.38. "Net Working Capital" means (a) the total combined current
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assets of the Company minus (b) the total combined current
liabilities of the Company.


1.39. "Newcos" means, collectively, Aprisma, Enterasys, GNTS and
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the Company.


1.40. "Office Equipment" means furniture and other office equipment,
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including without limitation desks, tables, chairs, computers,
servers and related peripherals and copiers, but excluding
fixtures.


1.41. "Permits" means permits, licenses, authorizations and
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certifications issued by a Governmental Authority or other
standard setting organization.


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1.42. "Product Segment" means networking products that (a) are
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designed specifically for use in high traffic, wide area
networks operated by telecommunications service providers and
(b) have advanced routing features, optical or other high
bandwidth interfaces and comply with standards that are a
prerequisite for deployment in telecommunications service
provider networks; provided, however, that such products do
not include products specifically designed for use in local
area network applications.


1.43. "Products" means the Products described on Exhibit A hereto.
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1.44. "Riverstone" means Riverstone Networks, Inc.
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1.45. "Service Provider ASIC Technology" means the Service Provider
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ASIC Technology described in Exhibit A.


1.46. "Shared Services Agreement" means the one of the Shared
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Services Agreements (as defined in the Transformation
Agreement) to which the Company is party.


1.47. "Shares" has the meaning assigned to such term in Section 6.1.
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1.48. "Statement" has the meaning assigned to such term in Section
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8.5.


1.49. "Tax Sharing Agreement" has the meaning assigned to such term
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in the Transformation Agreement.


1.50. "Third Party Tools" means rights with respect to third party
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computer applications, programs, other software, and other
design tools, including operating software, network software,
firmware, middleware, design software, systems documentation
and instructions.


1.51. "Transfer Impediment" has the meaning assigned to such term
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in Section 8.3.1.


1.52. "Transformation Agreement" has the meaning assigned to such
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term in the recitals.


1.53. "Transformation Date" has the meaning assigned to such term
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in the Transformation Agreement.


1.54. "Vehicles" means automobiles, trucks, tractors, trailers and
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other vehicles.


2. Contributed Assets. Upon and subject to the terms and conditions of
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this Agreement, and except as provided in Sections 3, 8.3 and 8.4
hereof, effective as of the Transformation Date, CSI hereby agrees to
assign, transfer, convey and deliver and to cause all of its


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direct and indirect subsidiaries other than the Company Transferred
Subsidiaries to assign, transfer, convey and deliver to the Company (or
the applicable subsidiary of the Company pursuant to Section 8.2
hereof) all of their respective rights, title and interest in the
following properties and assets (the "Contributed Assets") to the
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extent not already held by the Company:


2.1. Tangible Personal Property. All Office Equipment, Vehicles and
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other tangible personal property which is used primarily by
the Company Business at the Transformation Date, in any event,
including without limitation such tangible personal property
specifically identified on Schedule 2.1 hereto, but excluding
fixtures.


2.2. Inventory. Except as otherwise provided on Schedule 2.2
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hereto, all inventory associated with the Products at the
Transformation Date.


2.3. Stock of CSI Subsidiaries. All of the capital stock of the
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subsidiaries of CSI set forth on Schedule 2.3 hereto
(including, except as otherwise provided on Schedule 2.3, the
subsidiaries thereof).


2.4. Certain Current Assets.
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2.4.1. All accounts receivable (including intercompany
receivables) and prepaid expenses relating primarily
to the Company Business as of the Transformation
Date.


2.4.2. An intercompany account (the "Intercompany Account")
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to be maintained and administered by CSI as provided
in the Shared Services Agreement with a balance equal
to the Intercompany Amount as finally determined
pursuant to Section 8.5, such Intercompany Account
representing an amount (as adjusted from time to time
for receivables collected and payables paid and other
appropriate credits and debits) which is payable on
demand by CSI to the Company in cash.


2.5. Permits, etc. All rights under the Permits described on
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Schedule 2.5 hereto.


2.6. Third Party Tools. All rights with respect to Third Party
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Tools used exclusively by the Company Business at the
Transformation Date, including without limitation those Third
Party Tools set forth on Schedule 2.6 hereof (collectively,
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the "Contributed Third Party Tools").
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2.7. Other Intellectual Property.
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