Exhibit 10.1
*** CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
AMENDMENT NO. 4 TO
REVOLVING/TERM LOAN AGREEMENT
THIS AMENDMENT NO. 4 TO REVOLVING/TERM LOAN AGREEMENT (this "Amendment"),
dated as of November 14, 2002, is entered into by and among the financial
institutions listed on the signature pages hereof (individually, a "Lender" and
collectively, the "Lenders"), Union Bank of California, N.A., as Administrative
Agent (in such capacity, the "Administrative Agent"), and ViaSat, Inc., a
Delaware corporation (the "Borrower"), with reference to the following facts:
RECITALS
A. The Borrower, the Lenders and the Administrative Agent are parties to
that certain Revolving/Term Loan Agreement, dated as of June 21, 2001,
as amended (collectively, the "Loan Agreement"), pursuant to which the
Lenders have provided the Borrower with certain credit facilities.
B. The Borrower and the Lenders wish to amend the Loan Agreement as set
forth below.
NOW, THEREFORE, the parties hereby agree as follows:
1. Defined Terms. Any and all initially capitalized terms used in this
Amendment (including, without limitation, in the recitals hereto)
without definition shall have the respective meanings specified in the
Loan Agreement.
2. Extension of Revolving Loan Maturity Date. Section 1.1 of the Loan
Agreement is hereby amended such that the definition of "Revolving Loan
Maturity Date" shall read in full as follows: "Revolving Loan Maturity
Date" means June 30, 2003."
3. Amendment to Maximum Leverage Ratio Covenant. Section 6.12 of the Loan
Agreement is hereby amended to read in full as follows:
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"6.12 Leverage Ratio. Permit the Leverage Ratio as of September 30,
2002 to be greater than *** or permit the Leverage Ratio as of the
last day of any subsequent Fiscal Quarter to be greater than ***."
4. Amendment to Minimum EBITDA Covenant. Section 6.13 of the Loan
Agreement is hereby amended to read in full as follows:
"6.13 EBITDA. Permit EBITDA for the Fiscal Quarter ending September
30, 2002 to be less than *** or permit EBITDA for any subsequent
Fiscal Quarter to be less than ***."
5. Amendment to Schedule of Lender Commitments. Schedule 1.1 to the Loan
Agreement is hereby amended to read in full as set forth on Schedule 1.1
to this Amendment.
6. Amendment Fee. In consideration of the Lenders' agreement to enter
into this Amendment and provide the Borrower with the accommodations
described herein, on the effective date of this Amendment, the Borrower
shall pay to the Administrative Agent, for the ratable benefit of the
Lenders, a one-time fee of $*** (the "Amendment Fee"). The Borrower
acknowledges and agrees that, at the Administrative Agent's option, the
Administrative Agent may effect payment of the Amendment Fee by charging
the full amount of such fee, when due, to the Borrower's Revolving Loan
account or to the Borrower's checking account at Union Bank of
California, N.A.
7. Conditions Precedent. The effectiveness of this Amendment shall be
subject to the prior satisfaction of each of the following conditions:
(a) This Amendment. The Administrative Agent shall have received an
original of this Amendment, duly executed by the Borrower and each
of the Lenders;
(b) Commitment Assignment and Acceptance. The Administrative Agent
shall have received an original Commitment Assignment and
Acceptance, duly executed by U.S. Bank National Association, as
Assignor, and Comerica Bank - California, as Assignee, and duly
consented to by the Borrower;
(c) New Note for Comerica; Return of U.S. Bank Note. The Administrative
Agent shall have received a Revolving Note in the original principal
amount of $10,000,000 executed by the Borrower to the order of
Comerica Bank - California and U.S. Bank National Association shall
have delivered its
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original Revolving Note to the Administrative Agent marked "cancelled" or "paid
in full"; and
(d) Other Documents. The Borrower shall have executed and delivered to
the Administrative Agent such other documents and instruments as the
Administrative Agent may reasonably require.
8. Miscellaneous.
(a) Survival of Representations and Warranties. All representations
and warranties made in the Loan Agreement or in any other document
or documents relating thereto, including, without limitation, any
Loan Document furnished in connection with this Amendment, shall
survive the execution and delivery of this Amendment and the other
Loan Documents, and no investigation by the Administrative Agent or
the Lenders or any closing shall affect the representations and
warranties or the right of the Administrative Agent or any Lender to
rely thereon.
(b) No Events of Default. The Borrower is not aware of any events which
now constitute, or with the passage of time or the giving of notice,
or both, would constitute, an Event of Default under the Loan
Agreement.
(c) Reference to Loan Agreement. The Loan Agreement, each of the
other Loan Documents, and any and all other agreements, documents or
instruments now or hereafter executed and delivered pursuant to the
terms hereof, or pursuant to the terms of the Loan Agreement as
amended hereby, are hereby amended so that any reference therein to
the Loan Agreement shall mean a reference to the Loan Agreement as
amended hereby.
(d) Loan Agreement Remains in Effect. The Loan Agreement and the other
Loan Documents remain in full force and effect and the Borrower
ratifies and confirms its agreements and covenants contained
therein. The Borrower hereby confirms that, after giving effect to
this Amendment, no Event of Default or Default exists as of such
date.
(e) Severability. Any provision of this Amendment held by a court
of competent jurisdiction to be invalid or unenforceable
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shall not impair or invalidate the remainder of this Amendment and
the effect thereof shall be confined to the provision so held to be
invalid or unenforceable.
(f) APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS
EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE
PERFORMABLE IN THE STATE OF CALIFORNIA AND SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.
(g) Successors and Assigns. This Amendment is binding upon and shall
inure to the benefit of the Lenders and the Borrower and their
respective successors and assigns; provided, however, that the
Borrower may not assign or transfer any of its rights or obligations
hereunder without the prior written consent of the Lenders.
(h) Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be
an original, but all of which when taken together shall constitute
one and the same instrument.
(i) Headings. The headings, captions and arrangements used in this
Amendment are for convenience only and shall not affect the
interpretation of this Amendment.
(j) NO ORAL AGREEMENTS. THIS AMENDMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS AS WRITTEN, REPRESENTS THE FINAL AGREEMENT BETWEEN THE
LENDERS AND THE BORROWER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE LENDERS AND THE
BORROWER.
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IN WITNESS WHEREOF, the parties have entered into this Amendment by
their respective duly authorized officers as of the date first above written.
VIASAT, INC.
By:____________________________
Xxxxxx X. Xxxxxxxx
Vice President and Chief
Financial Officer
Address:
ViaSat, Inc.
0000 Xx Xxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: Xx. Xxxxxx X. Xxxxxxxx
Vice President and Chief
Financial Officer
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
UNION BANK OF CALIFORNIA
N.A., as the Administrative Agent
By:____________________________
Xxxxxxx X. Xxxxxxx
Vice President
Address:
Union Bank of California, N.A.
San Diego Commercial Banking Office
530 "B" Street, 0xx Xxxxx, X-000
Xxx Xxxxx, Xxxxxxxxxx 00000-0000
Attn: Xx. Xxxxxxx X. Xxxxxxx
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
0
XXXXX XXXX XX XXXXXXXXXX, X.X., as a Lender
By:____________________________
Xxxxxxx X. Xxxxxxx Vice President
Address:
Union Bank of California, N.A. San
Diego Commercial Banking Office
530 "B" Street, 0xx Xxxxx, X-000
Xxx Xxxxx, Xxxxxxxxxx 00000-0000
Attn: Xx. Xxxxxxx X. Xxxxxxx
Telecopier:(000) 000-0000
Telephone: (000) 000-0000
COMERICA BANK - CALIFORNIA,
as a Lender
By:____________________________
Name:__________________________
Title:___________________________
Address:
Comerica Bank - California
000 "X" Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000-0000
Attn: Xxxxxxx X. Xxxxxx
Telecopier:(619) _________________
Telephone: (619) _________________
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SCHEDULE 1.1
LENDER COMMITMENTS
Revolving
Commitment Amount Pro Rata Share
----------------- --------------
Union Bank of California, N.A. $10,000,000 50%
Comerica Bank - California $10,000,000 50%
=========== ====
Total: $20,000,000 100%
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