1
[ UNION EXHIBIT 10.34
BANK OF
CALIFORNIA LOGO] [Commercial Markets Group Letterhead]
October 28, 1996
Xxxx Xxxxxxxx
Xxxx Xxxxxxx
ViaSat, Inc.
0000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Via Telecopier
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Dear Messrs. Xxxxxxxx and Xxxxxxx:
This letter will evidence the commitment of Union Bank of California ("Bank")
to provide the following credit facilities to ViaSat, Inc. ("Borrower")
substantially upon the terms and conditions listed in this letter. This letter
does not attempt to define all the terms and conditions of the credit
facilities offered herein, rather, it is intended only to outline, in a summary
format, the major points which will be used to draft and structure the final
loan documentation (all of which are collectively referred to as the "Loan
Documents"). The Loan Documents will contain many more terms and conditions
than those listed in this letter such as without limitation, conditions
precedent, representations and warranties, affirmative and negative covenants,
events of default, definition of terms and other provisions, terms and
conditions customary to financing by Bank.
This commitment letter is subject to the following terms and conditions:
Borrower: ViaSat, Inc.
Facilities: 1) $6,000,000 Revolving Line of Credit for working capital
requirements. Outstanding loans in excess of $2,000,000
would be subject to an 80% advance against eligible domestic
accounts receivable.
2) $4,500,000 Equipment Acquisition Line. A maximum of
$2,000,000 (Tranche A) available during the period through
9/15/97. The remaining 2,500,000 (Tranche B) will become
available during the subsequent 12 month period. Advances on
equipment and software purchases will be limited to 80% net
of cost of insurance, freight and taxes.
Sublimit: Advances on finished goods-inventory of 50% to a maximum of
$2,000,000.
2
Term: 1) Interest only monthly, all due at maturity of 9/15/98
2) Tranche A interest only monthly to 9/15/97, with the
outstanding balance then converting to a 36 month, fully
amortizing term loan. Tranche B, available on 9/15/97, will
be interest only monthly to 9/15/98, with its outstanding
balance then converting to a 36 month fully amortizing term
loan.
CONDITIONS
PRECEDENT: Please understand that the above credit facilities outlined in
this commitment letter are SUBJECT TO the following additional
conditions precedent and should not be relied upon by a third
party:
1. No adverse change, as determined by Bank in its sole and
absolute discretion, in the condition or operations,
financial or otherwise, of the Borrower has occurred.
2. Satisfactory Collateral Audit of Borrower books and records
as determined by Union Bank of California. Finalization of
borrowing base terms as a result of completion of audit.
2. Satisfactory review of SEC S-1 Registration Statement for
Borrower dated October 1, 1996.
3. Completion of Loan Documents, satisfactory in form and
substance to Bank and its legal counsel, that have been
agreed to and executed by Xxxxxxxx.
CLOSING DATE
Bank reserves the right, in its sole and absolute discretion, to cancel this
commitment letter if the conditions precedent listed in this letter are not
satisfied prior to November 29, 1996.
Sincerely,
/s/ XXXXXXX X. XXXXXX /s/ XXXXXXX XXXXXX
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Xxxxxxx X. Xxxxxx Xxxxxxx Xxxxxx
Vice President Vice President
