DEFAULT AND ACCELERATION OF TIME FOR PAYMENT. Default shall include, but not be limited to, any of the following: (a) Debtor shall fail to pay within three (3) days of the date when due any principal, interest or other payment required under the terms of this note, that certain Loan Agreement between Debtor and Bank, dated as of September 15, 1995, and any amendments, modifications, extensions, supplements or replacements thereof (the "Loan Agreement") or any of the other Loan Documents (as defined in the Loan Agreement); (b) Debtor shall fail to observe or perform any covenant, obligation, condition or agreement set forth in Section 5, or in paragraphs 4.5(i), 4.6, 4.7, 4.8 or 4.9, of the Loan Agreement; (c) Debtor shall fail to observe or perform any other covenant, obligation, condition or agreement contained in the Loan Agreement or the other Loan Documents, and such failure shall continue for twenty (20) days after written notice thereof to Debtor from Bank; (d) any representation, warranty, certificate or other statement (financial or otherwise) made or furnished by or on behalf of Debtor to Bank in or in connection with this note, the Loan Agreement or any of the other Loan Documents, or as an inducement to Bank to enter into the Loan Agreement and the other Loan Documents, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; (e) Debtor, any guarantor, co-maker, endorser, or any person or entity other than Debtor providing security for this note (hereinafter individually and collectively referred to as the "Obligor") shall fail to pay when due any principal or interest payment required under the terms of any bond, debenture, note or other evidence of indebtedness required to be paid by such Obligor (except for payments required hereunder, under the Loan Agreement or under the other Loan Documents) beyond any period of grace provided with respect thereto, or shall default in the observance or performance of any other agreement, term or condition contained in any such bond, debenture, note or other evidence of indebtedness, and the effect of such failure or default is to cause, or permit the holder or holders thereof to cause, the indebtedness evidenced by such bond, debenture, note or other evidence of indebtedness to become due prior to its stated date of maturity; (f) any Obligor shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated (or an Obligor who is a natural person shall die), (v) commence a voluntary case or other proceedings seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vi) take any corporate action for the purpose of effecting any of the foregoing; (g) proceedings for the appointment of a receiver, trustee, liquidator or custodian of any Obligor or of all or a substantial part of its property, or an involuntary case or other proceedings seeking liquidation, reorganization or other similar relief with respect to any Obligor or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, shall be commenced and shall not be dismissed or discharged within thirty (30) days of commencement; or (h) a final judgment or order for the payment of money in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) (exclusive of amounts covered by insurance) shall be rendered against any Obligor and the same shall remain undischarged for a period of thirty (30) days during which execution shall not be effectively stayed, or any judgment, writ, warrant of attachment, or execution or similar process shall be issued or levied against a substantial part of any Obligor's property and such judgment, writ or similar process shall not be released, stayed, vacated, bonded or otherwise dismissed within twenty (20) days after its issue or levy. Upon the occurrence of any such default, Bank, in its discretion, may cease to advance funds hereunder and may declare all obligations under this note immediately due and payable; provided, however, upon the occurrence of a default under (f) or (g), all principal and interest shall automatically become immediately due and payable. VIASAT, INC. By: /s/ [Illegible] ------------------------ Title: Vice President --------------------- CALIFORNIA AUTHORIZATION ----------------------------------------------------------------------------------------------------------------------------------- Borrower Name VIASAT, INC. ----------------------------------------------------------------------------------------------------------------------------------- Borrower Address Office Loan Number 40061 9449886233 0004-00-0-000 --------------------------------------------------------------------------------- 2290 XXXXXX XX. Xxxxxxxx Xxxx Xxxxxx XXXXXXXX, XX 00000-0000 SEPTEMBER 15, 1998 $6,000,000.00 ----------------------------------------------------------------------------------------------------------------------------------- Union Bank of California, N.A. ("Bank") is hereby authorized and instructed to disburse the proceeds of that certain Note referenced above in the following manner: Deposit the proceeds of my/our revolving note into my/our account # 4000142625 from tine to tine and in such amounts as say be requested verbally or in writing. RENEWAL OF OBLIGATION #0004-00-0-000, WHICH MATURES 9/15/97 $ 6,000,000.00 ----------------------------------------------------------------------------------------------------------------------------------- Fees itemized below are payable as follows (check one): [ ] Charge account #__________________________ [ ] Check enclosed ----------------------------------------------------------------------------------------------------------------------------------- TERMS AND CONDITIONS ----------------------------------------------------------------------------------------------------------------------------------- 1. Bank is authorized to charge account number 4000142625 in the name(s) of ViaSat. INC. for payments of interest (or principal/interest) when due in connection with this Note and all renewals or extensions thereof. 2. Bank shall disburse proceeds in the amounts stated above in accordance with the foregoing authorization or when Bank receives verbal or written authorization from Borrower(s) to do so, or any one of the Borrowers, if there are joint Borrowers, but not later than SEPTEMBER 15, 1998. The Bank, at its discretion, may elect to extend this date without notice to or acknowledgement by borrower(s). This Authorization and the above mentioned Note will remain in full force and effect until the obligations in connection with this Note have been fulfilled. 3. Unless dated by Bank prior to execution, the Note shall be dated by Bank as of the date on which Bank disburses proceeds. 4. Notwithstanding anything to the contrary herein, Bank reserves the right to decline to advance the proceeds of the above described Note if there is a filing as to the Borrower(s), or any of them of a voluntary or involuntary petition under the provisions of the Federal Bankruptcy Act or any other insolvency law; the issuance of any attachment, garnishment, execution or levy of any asset of the Borrower(s), or any endorser or guarantor which results in Bank deeming itself, in good faith insecure. 5. The borrower(s) authorizes Bank to release information concerning the borrower(s) financial condition to suppliers, other creditors, credit bureaus and other credit reporters; and also authorizes Bank to obtain such information from any third party at any time. The Borrower(s) by their execution of this Authorization accept the foregoing terms, conditions and instructions. Executed on 5/23/97 ------------------ VIASAT, INC. By: /s/ [Illegible] Vice President ------------------------------------------------------------ ---------------------------------------------------- TITLE ------------------------------------------------------------ ---------------------------------------------------- EQUIPMENT LOAN II UNION BANK OF CALIFORNIA ================================================================================================================================== Borrower Name VIASAT, INC. ---------------------------------------------------------------------------------------------------------------------------------- Borrxxxx Xxxxxxx Xxxxxx 00000 Loan Number 9449886233 2290 XXXXXX XX. ----------------------------------------------------------------- CARLSBAD, CA. 92009 Maturity Date SEPTEMBER 15, 2000 Amount $2,000,000.00 ================================================================================================================================== $2,000,000.00 Date_________ FOR VALUE RECEIVED, on SEPTEMBER 15, 2000, the undersigned ("Debtor") promises to pay to the order of UNION BANK OF CALIFORNIA, N.A. ("Bank"), as indicated below, the principal sum of TWO MILLION AND NO/100 Dollars ($2,000,000.00), or so much thereof as is disbursed, together with interest on the balance of such principal from time to time outstanding, at the per annum rate or rates and at the times set forth below.
Appears in 1 contract
Samples: Loan Agreement (Viasat Inc)
DEFAULT AND ACCELERATION OF TIME FOR PAYMENT. Default shall include, but not be limited to, any of the following: (a) Debtor shall fail to pay within three (3) days of the date when due any principal, interest or other payment required under the terms of this note, that certain Loan Agreement between Debtor and Bank, dated as of September 15, 1995even date herewith, and any amendments, modifications, extensions, supplements or replacements thereof (the "Loan Agreement") or any of the other Loan Documents (as defined in the Loan Agreement); (b) Debtor shall fail to observe or perform any covenant, obligation, condition or agreement set forth in Section 5, or in paragraphs 4.5(i), 4.6, 4.7, 4.8 or 4.9, of the Loan Agreement; (c) Debtor shall fail to observe or perform any other covenant, obligation, condition or agreement contained in the Loan Agreement or the other Loan Documents, and such failure shall continue for twenty (20) days after written notice thereof to Debtor from Bank; (d) any representation, warranty, certificate or other statement (financial or otherwise) made or furnished by or on behalf of Debtor to Bank in or in connection with this note, the Loan Agreement or any of the other Loan Documents, or as an inducement to Bank to enter into the Loan Agreement and the other Loan Documents, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; (e) Debtor, any guarantor, co-maker, endorser, or any person or entity other than Debtor providing security for this note (hereinafter individually and collectively referred to as the "Obligor") shall fail to pay when due any principal or interest payment required under the terms of any bond, debenture, note or other evidence of indebtedness required to be paid by such Obligor obligor (except for payments required hereunder, under the Loan Agreement or under the other Loan Documents) beyond any period of grace provided with respect thereto, or shall default in the observance or performance of any other agreement, term or condition contained in any such bond, debenture, note or other evidence of indebtedness, and the effect of such failure or default is to cause, or permit the holder or holders thereof to cause, the indebtedness evidenced by such bond, debenture, note or other evidence of indebtedness to become due prior to its stated date of maturity; (f) any Obligor obligor shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated (or an Obligor obligor who is a natural person shall die), (v) commence a voluntary case or other proceedings seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or Shareholders holding at least fifteen (vi15%) take any corporate action for the purpose of effecting any percent of the foregoing; (gissued and outstanding common stock of ViaSat, Inc. are: Mark Xxxxxxxx Stevxx Xxxx EXHIBIT "C" Litigation: None 20 VIASAT(R) proceedings for the appointment of a receiver, trustee, liquidator or custodian of any Obligor or of all or a substantial part of its property, or an involuntary case or other proceedings seeking liquidation, reorganization or other similar relief with respect to any Obligor or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, shall be commenced and shall not be dismissed or discharged within thirty (30) days of commencement; or (h) a final judgment or order for the payment of money in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) (exclusive of amounts covered by insurance) shall be rendered against any Obligor and the same shall remain undischarged for a period of thirty (30) days during which execution shall not be effectively stayed, or any judgment, writ, warrant of attachment, or execution or similar process shall be issued or levied against a substantial part of any Obligor's property and such judgment, writ or similar process shall not be released, stayed, vacated, bonded or otherwise dismissed within twenty (20) days after its issue or levy. Upon the occurrence of any such default, Bank, in its discretion, may cease to advance funds hereunder and may declare all obligations under this note immediately due and payable; provided, however, upon the occurrence of a default under (f) or (g), all principal and interest shall automatically become immediately due and payable. VIASAT, INC. By: /s/ [IllegibleLOGO] ------------------------ Title: Vice President --------------------- CALIFORNIA AUTHORIZATION ----------------------------------------------------------------------------------------------------------------------------------- Borrower Name VIASAT, INC. ----------------------------------------------------------------------------------------------------------------------------------- Borrower Address Office Loan Number 40061 9449886233 0004-00-0-000 --------------------------------------------------------------------------------- 2290 XXXXXX XX. Xxxxxxxx Xxxx Xxxxxx XXXXXXXXXxxxx Xxxxxxxx, XX 00000-0000 SEPTEMBER 15, 1998 $6,000,000.00 ----------------------------------------------------------------------------------------------------------------------------------- Xxx: (619) 000-0000 Xxx: (619) 000-0000 FORM OF COMPLIANCE CERTIFICATE 13 September 1995 Mr. Xxxxxxx X. Xxxxxx Vice President Union Bank Xxxx Xxxxxx Xxx 00000 Xxx Xxxxx, XX 00000-0000 Dear Dick: For the quarter ended _____, ViaSat, Inc. has performed and observed each and every covenant to be performed by it as contained in the Loan Agreement dated _____. ViaSat, Inc. does hereby certify that the Company is in compliance with all stated covenants and that no event of Californiadefault has occurred and no condition exists which constitutes an event of default thereunder, N.A. or would constitute an event of default upon giving notice, the lapse of time or both. Sincerely, Gregxxx X. Xxxxxxx Xice President, Administration and General Counsel EXHIBIT "D" 21 DATE: BORROWING BASE CERTIFICATE for ______________________ ("BankBORROWER") As defined in and pursuant to that Loan Agreement by and between Borrower and Union Bank dated ______________ ("LOAN AGREEMENT") Date of aging:
1. Total Accounts(A/R) _____________________
2. Less Ineligible A/R.
a.) Cross Aged _____% _____________________
b.) Concentration % _____________________
c.) Offer/Emp/Inter-Co. _____________________
d.) Foreign/Gov't Accts _____________________
e.) Retentions _____________________
f.) Contra Accts _____________________
g.) Insolvent Accts _____________________
h.) Consignments/CODs _____________________
i.) Credit Balances >90 _____________________
j.) Other _____________________ Total Ineligible A/R _____________________
3. Total Eligible A/R (1-2) _____________________
4. Advance Rate on A/R (%) _____________________
5. Funds Available ON A/R (3*4) _____________________
6. Inventory:
a.) Raw Materials _____________________
b.) Advance Rate on Raw Materials (%) _____________________
c.) Finished Goods _____________________
d.) Advance Rate on Finished Goods (%) _____________________
e.) Ineligible Inventory _____________________
f.) Inventory Availability _____________________ Calculation [(A*B)+(C*D)-E]
g.) Inventory Sublimit
h.) Funds Available on Inventory (Not to exceed 3g)
7. Borrowing Base (5+6) _____________________
8. Loan Balance _____________________
9. Outstanding Letters of Credit _____________________
10. Availability/(OverAdvanced) (7-8-9) _____________________ The undersigned represents and warrants that i.) the foregoing information is hereby authorized true, correct and instructed to disburse complete, ii.) that the proceeds accompanying accounts receivable aging, accounts payable aging, and inventory report provided in support of that certain Note referenced above this certificate are true, correct and complete, and iii.) Borrower is in compliance with the terms, conditions, warranties, representations and covenants as set forth in the following manner: Deposit the proceeds of my/our revolving note into my/our account # 4000142625 from tine to tine and in such amounts as say be requested verbally or in writingLoan Agreement. RENEWAL OF OBLIGATION #0004-00-0-000, WHICH MATURES 9/15/97 $ 6,000,000.00 ----------------------------------------------------------------------------------------------------------------------------------- Fees itemized below are payable as follows (check one): [ ] Charge account #________________________________ [ ] Check enclosed ----------------------------------------------------------------------------------------------------------------------------------- TERMS AND CONDITIONS -----------------------------------------------------------------------------------------------------------------------------------
1. Bank is authorized to charge account number 4000142625 in the name(s) Signature of ViaSat. INC. for payments of interest (or principal/interest) when due in connection with this Note and all renewals or extensions thereof.
2. Bank shall disburse proceeds in the amounts stated above in accordance with the foregoing authorization or when Bank receives verbal or written authorization from Borrower(s) to do soofficer, title Exhibit E 22 at least $500,000, or any one (iii) the conversion of more than 50% of the Borrowers, if there are joint Borrowers, but not later than SEPTEMBER 15, 1998. The Bank, at its discretion, may elect to extend this date without notice to or acknowledgement by borrower(s). This Authorization and the above mentioned Note will remain in full force and effect until the obligations in connection with this Note have been fulfilled.
3. Unless dated by Bank prior to execution, the Note shall be dated by Bank as shares of the date on which Bank disburses proceeds.
4. Notwithstanding anything Preferred Stock issued to the contrary herein, Bank reserves the right to decline to advance the proceeds of the above described Note if there is a filing as Investors pursuant to the Borrower(s), or any of them of a voluntary or involuntary petition under the provisions of the Federal Bankruptcy Act or any other insolvency law; the issuance of any attachment, garnishment, execution or levy of any asset of the Borrower(s), or any endorser or guarantor which results in Bank deeming itself, in good faith insecurePurchase Agreement.
5. The borrower(s) authorizes Bank to release information concerning the borrower(s) financial condition to suppliers, other creditors, credit bureaus and other credit reporters; and also authorizes Bank to obtain such information from any third party at any time. The Borrower(s) by their execution of this Authorization accept the foregoing terms, conditions and instructions. Executed on 5/23/97 ------------------ VIASAT, INC. By: /s/ [Illegible] Vice President ------------------------------------------------------------ ---------------------------------------------------- TITLE ------------------------------------------------------------ ---------------------------------------------------- EQUIPMENT LOAN II UNION BANK OF CALIFORNIA ================================================================================================================================== Borrower Name VIASAT, INC. ---------------------------------------------------------------------------------------------------------------------------------- Borrxxxx Xxxxxxx Xxxxxx 00000 Loan Number 9449886233 2290 XXXXXX XX. ----------------------------------------------------------------- CARLSBAD, CA. 92009 Maturity Date SEPTEMBER 15, 2000 Amount $2,000,000.00 ================================================================================================================================== $2,000,000.00 Date_________ FOR VALUE RECEIVED, on SEPTEMBER 15, 2000, the undersigned ("Debtor") promises to pay to the order of UNION BANK OF CALIFORNIA, N.A. ("Bank"), as indicated below, the principal sum of TWO MILLION AND NO/100 Dollars ($2,000,000.00), or so much thereof as is disbursed, together with interest on the balance of such principal from time to time outstanding, at the per annum rate or rates and at the times set forth below.
Appears in 1 contract
Samples: Loan Agreement (Viasat Inc)
DEFAULT AND ACCELERATION OF TIME FOR PAYMENT. Default shall include, but not be limited to, any of the following: (a) Debtor shall fail to pay within three (3) days of the date when due any principal, interest or other payment required under the terms of this note, that certain Loan Agreement between Debtor and Bank, dated as of September 15, 1995, and any amendments, modifications, extensions, supplements or replacements thereof (the "Loan Agreement") or any of the other Loan Documents (as defined in the Loan Agreement); (b) Debtor shall fail to observe or perform any covenant, obligation, condition or agreement set forth in Section 5, or in paragraphs 4.5(i), 4.6, 4.7, 4.8 or 4.9, of the Loan Agreement; (c) Debtor shall fail to observe or perform any other covenant, obligation, condition or agreement contained in the Loan Agreement or the other Loan Documents, and such failure shall continue for twenty (20) days after written notice thereof to Debtor from Bank; (d) any representation, warranty, certificate or other statement (financial or otherwise) made or furnished by or on behalf of Debtor to Bank in or in connection with this note, the Loan Agreement or any of the other Loan Documents, or as an inducement to Bank to enter into the Loan Agreement and the other Loan Documents, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; (e) Debtor, any guarantor, co-maker, endorser, or any person or entity other than Debtor providing security for this note (hereinafter individually and collectively referred to as the "Obligor") shall fail to pay when due any principal or interest payment required under the terms of any bond, debenture, note or other evidence of indebtedness required to be paid by such Obligor (except for payments required hereunder, under the Loan Agreement or under the other Loan Documents) beyond any period of grace provided with respect thereto, or shall default in the observance or performance of any other agreement, term or condition contained in any such bond, debenture, note or other evidence of indebtedness, and the effect of such failure or default is to cause, or permit the holder or holders thereof to cause, the indebtedness evidenced by such bond, debenture, note or other evidence of indebtedness to become due prior to its stated date of maturity; (f) any Obligor shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated (or an Obligor who is a natural person shall die), (v) commence a voluntary case or other proceedings seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vi) take any corporate action for the purpose of effecting any of the foregoing; (g) proceedings for the appointment of a receiver, trustee, liquidator or custodian of any Obligor or of all or a substantial part of its property, or an involuntary case or other proceedings seeking liquidation, reorganization or other similar relief with respect to any Obligor or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, shall be commenced and shall not be dismissed or discharged within thirty (30) days of commencement; or (h) a final judgment or order for the payment of money in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) (exclusive of amounts covered by insurance) shall be rendered against any Obligor and the same shall remain undischarged for a period of thirty (30) days during which execution shall not be effectively stayed, or any judgment, writ, warrant of attachment, or execution or similar process shall be issued or levied against a substantial part of any Obligor's property and such judgment, writ or similar process shall not be released, stayed, vacated, bonded or otherwise dismissed within twenty (20) days after its issue or levy. Upon the occurrence of any such default, Bank, in its discretion, may cease to advance funds hereunder and may declare all obligations under this note immediately due and payable; provided, however, upon the occurrence of a default under (f) or (g), all principal and interest shall automatically become immediately due and payable. VIASAT, INC. By: /s/ [Illegible] ------------------------ Title: Vice President --------------------- CALIFORNIA AUTHORIZATION ----------------------------------------------------------------------------------------------------------------------------------- Borrower Name VIASAT, INC. ----------------------------------------------------------------------------------------------------------------------------------- Borrower Address Office Loan Number 40061 9449886233 0004-00-0-000 --------------------------------------------------------------------------------- 2290 XXXXXX XX. Xxxxxxxx Xxxx Xxxxxx XXXXXXXX, XX 00000-0000 SEPTEMBER 15, 1998 $6,000,000.00 ----------------------------------------------------------------------------------------------------------------------------------- Union Bank of California, N.A. ("Bank") is hereby authorized and instructed to disburse the proceeds of that certain Note referenced above in the following manner: Deposit the proceeds of my/our revolving note into my/our account # 4000142625 from tine to tine and in such amounts as say be requested verbally or in writing. RENEWAL OF OBLIGATION #0004-00-0-000, WHICH MATURES 9/15/97 $ 6,000,000.00 ----------------------------------------------------------------------------------------------------------------------------------- Fees itemized below are payable as follows (check one): [ ] Charge account #__________________________ [ ] Check enclosed ----------------------------------------------------------------------------------------------------------------------------------- TERMS AND CONDITIONS -----------------------------------------------------------------------------------------------------------------------------------
1. Bank is authorized to charge account number 4000142625 in the name(s) of ViaSat. INC. for payments of interest (or principal/interest) when due in connection with this Note and all renewals or extensions thereof.
2. Bank shall disburse proceeds in the amounts stated above in accordance with the foregoing authorization or when Bank receives verbal or written authorization from Borrower(s) to do so, or any one of the Borrowers, if there are joint Borrowers, but not later than SEPTEMBER 15, 1998. The Bank, at its discretion, may elect to extend this date without notice to or acknowledgement by borrower(s). This Authorization and the above mentioned Note will remain in full force and effect until the obligations in connection with this Note have been fulfilled.
3. Unless dated by Bank prior to execution, the Note shall be dated by Bank as of the date on which Bank disburses proceeds.
4. Notwithstanding anything to the contrary herein, Bank reserves the right to decline to advance the proceeds of the above described Note if there is a filing as to the Borrower(s), or any of them of a voluntary or involuntary petition under the provisions of the Federal Bankruptcy Act or any other insolvency law; the issuance of any attachment, garnishment, execution or levy of any asset of the Borrower(s), or any endorser or guarantor which results in Bank deeming itself, in good faith insecure.
5. The borrower(s) authorizes Bank to release information concerning the borrower(s) financial condition to suppliers, other creditors, credit bureaus and other credit reporters; and also authorizes Bank to obtain such information from any third party at any time. The Borrower(s) by their execution of this Authorization accept the foregoing terms, conditions and instructions. Executed on 5/23/97 ------------------ VIASAT, INC. By: /s/ [Illegible] Vice President ------------------------------------------------------------ ---------------------------------------------------- TITLE ------------------------------------------------------------ ---------------------------------------------------- EQUIPMENT LOAN II UNION BANK OF CALIFORNIA ================================================================================================================================== Borrower Name VIASAT, INC. ---------------------------------------------------------------------------------------------------------------------------------- Borrxxxx Xxxxxxx Xxxxxx 00000 Loan Number 9449886233 2290 XXXXXX XX. ----------------------------------------------------------------- CARLSBAD, CA. 92009 Maturity Date SEPTEMBER 15, 2000 Amount $2,000,000.00 ================================================================================================================================== $2,000,000.00 Date_________ FOR VALUE RECEIVED, on SEPTEMBER 15, 2000, the undersigned ("Debtor") promises to pay to the order of UNION BANK OF CALIFORNIA, N.A. ("Bank"), as indicated below, the principal sum of TWO MILLION AND NO/100 Dollars ($2,000,000.00), or so much thereof as is disbursed, together with interest on the balance of such principal from time to time outstanding, at the per annum rate or rates and at the times set forth below.
Appears in 1 contract
Samples: Loan Agreement (Viasat Inc)
DEFAULT AND ACCELERATION OF TIME FOR PAYMENT. Default shall include, but not be limited to, any of the following: (a) Debtor shall fail to pay within three (3) days of the date when due any principal, interest or other payment required under the terms of this note, that certain Loan Agreement between Debtor and Bank, dated as of September 15, 1995, and any amendments, modifications, extensions, supplements or replacements thereof (the "Loan Agreement") or any of the other Loan Documents (as defined in the Loan Agreement); (b) Debtor shall fail to observe or perform any covenant, obligation, condition or agreement set forth in Section 5, or in paragraphs 4.5(i), 4.6, 4.7, 4.8 or 4.9, of the Loan Agreement; (c) Debtor shall fail to observe or perform any other covenant, obligation, condition or agreement contained in the Loan Agreement or the other Loan Documents, and such failure shall continue for twenty (20) days after written notice thereof to Debtor from Bank; (d) any representation, warranty, certificate or other statement (financial or otherwise) made or furnished by or on behalf of Debtor to Bank in or in connection with this note, the Loan Agreement or any of the other Loan Documents, or as an inducement to Bank to enter into the Loan Agreement and the other Loan Documents, shall be false, incorrect, incomplete or misleading in any material respect when made or furnished; (e) Debtor, any guarantor, co-maker, endorser, or any person or entity other than Debtor providing security for this note (hereinafter individually and collectively referred to as the "Obligor") shall fail to pay when due any principal or interest payment required under the terms of any bond, debenture, note or other evidence of indebtedness required to be paid by such Obligor (except for payments required hereunder, under the Loan Agreement or under the other Loan Documents) beyond any period of grace provided with respect thereto, or shall default in the observance or performance of any other agreement, term or condition contained in any such bond, debenture, note or other evidence of indebtedness, and the effect of such failure or default is to cause, or permit the holder or holders thereof to cause, the indebtedness evidenced by such bond, debenture, note or other evidence of indebtedness to become due prior to its stated date of maturity; (f) any Obligor shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated (or an Obligor who is a natural person shall die), (v) commence a voluntary case or other proceedings seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, or (vi) take any corporate action for the purpose of effecting any of the foregoing; (g) proceedings for the appointment of a receiver, trustee, liquidator or custodian of any Obligor or of all or a substantial part of its property, or an involuntary case or other proceedings seeking liquidation, reorganization or other similar relief with respect to any Obligor or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, shall be commenced and shall not be dismissed or discharged within thirty (30) days of commencement; or (h) a final judgment or order for the payment of money in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) (exclusive of amounts covered by insurance) shall be rendered against any Obligor and the same shall remain undischarged for a period of thirty (30) days during which execution shall not be effectively stayed, or any judgment, writ, warrant of attachment, or execution or similar process shall be issued or levied against a substantial part of any Obligor's property and such judgment, writ or similar process shall not be released, stayed, vacated, bonded or otherwise dismissed within twenty (20) days after its issue or levy. Upon the occurrence of any such default, Bank, in its discretion, may cease to advance funds hereunder and may declare all obligations under this note immediately due and payable; provided, however, upon the occurrence of a default under (f) or (g), all principal and interest shall automatically become immediately due and payable. VIASAT, INC. By: /s/ [Illegible] ------------------------ -------------------------- Title: Vice President --------------------- ----------------------- Page 2 of 2 27 CALIFORNIA AUTHORIZATION ----------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------- Borrower Name VIASAT, INC. ----------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------- Borrower Address Office Loan Number 40061 9449886233 00040005-00-0-000 --------------------------------------------------------------------------------- --------------------------------------------------------------- 2290 XXXXXX XX. Xxxxxxxx Xxxx Xxxxxx XXXXXXXX, XX 00000-0000 SEPTEMBER 15, 1998 2000 $6,000,000.00 ----------------------------------------------------------------------------------------------------------------------------------- 2,000,000.00 --------------------------------------------------------------------------------------------------------------------------------- Union Bank of California, N.A. ("Bank") is hereby authorized and instructed to disburse the proceeds of that certain Note referenced above in the following manner: Deposit the proceeds of my/our revolving note into my/our account # 4000142625 from tine to tine and in such amounts as say may be requested verbally or in writing. RENEWAL CHANGE IN TERMS OF OBLIGATION #00040005-00-0-000, WHICH MATURES 9/15/97 000 $ 6,000,000.00 ----------------------------------------------------------------------------------------------------------------------------------- 2,000,000.00 TOTAL LOAN PROCEEDS: $ 2,000,000.00 --------------------------------------------------------------------------------------------------------------------------------- Fees itemized below are payable as follows (check one): [ ] Charge account #________________________________ [ ] Check enclosed ----------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------- TERMS AND CONDITIONS --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
1. Bank is authorized to charge account number 4000142625 in the name(s) of ViaSat. VIASAT, INC. for payments of interest (or principal/interest) when due in connection with this Note and all renewals or extensions thereof.
2. Bank shall disburse proceeds in the amounts stated above in accordance with the foregoing authorization or when Bank receives verbal or written authorization from Borrower(s) to do so, or any one of the Borrowers, if there are joint Borrowers, but not later than SEPTEMBER 15, 19982000. The Bank, at its discretion, may elect to extend this date without notice to or acknowledgement by the borrower(s). This Authorization and the above mentioned Note will remain in full force and effect until the obligations in connection with this Note have been fulfilled.
3. Unless dated by Bank prior to execution, the Note shall be dated by Bank as of the date on which Bank disburses proceeds.
4. Notwithstanding anything to the contrary herein, Bank reserves the right to decline to advance the proceeds of the above described Note if there is a filing as to the Borrower(s), or any of them of a voluntary or involuntary petition under the provisions of the Federal Bankruptcy Act or any other insolvency law; the issuance of any attachment, garnishment, execution or levy of any asset of the Borrower(s), or any endorser or guarantor which results in Bank deeming itself, in good faith insecure.
5. The borrower(s) authorizes Bank to release information concerning the borrower(s) financial condition to suppliers, other creditors, credit bureaus and other credit reporters; and also authorizes Bank to obtain such information from any third party at any time. The Borrower(s) by their execution of this Authorization accept the foregoing terms, conditions and instructions. Executed on 5/23/97 ------------------ --------------------- VIASAT, INC. ByBY: /s/ [IllegibleILLEGIBLE] Vice President ------------------------------------------------------------ ---------------------------------------------------- ------------------------------------------- ----------------------------------------------------------------------- ------------------------------------------- ----------------------------------------------------------------------- TITLE ------------------------------------------------------------ ---------------------------------------------------- EQUIPMENT LOAN II III EFFECTIVE 9/15/97 UNION BANK OF CALIFORNIA =PROMISSORY NOTE (BASE RATE) ================================================================================================================================= Borrower Name VIASAT, INC. ---------------------------------------------------------------------------------------------------------------------------------- Borrxxxx Xxxxxxx --------------------------------------------------------------------------------------------------------------------------------- Xxxxxx 00000 Loan Number 9449886233 ------------------------------------------------------------------- Borrower Address 2290 XXXXXX XX. ----------------------------------------------------------------- CARLSBADXXXXXXXX, CAXX. 92009 00000 Maturity Date SEPTEMBER 15, 2000 2001 Amount $2,000,000.00 =2.500,000.00 ================================================================================================================================= $2,000,000.00 2,500,000.00 Date____________ FOR VALUE RECEIVED, on SEPTEMBER 15, 20002001, the undersigned ("Debtor") promises to pay to the order of UNION BANK OF CALIFORNIA, N.A. ("Bank"), as indicated below, the principal sum of TWO MILLION FIVE HUNDRED THOUSAND AND NO/100 Dollars ($2,000,000.002,500,000,00), or so much thereof as is disbursed, together with interest on the balance of such principal from time to time outstanding, at the per annum rate or rates and at the times set forth below.
Appears in 1 contract
Samples: Loan Agreement (Viasat Inc)
