exv10w2






Exhibit 10.2








December 14, 2009




ViaSat, Inc.

6155 El Camino Real

Carlsbad, CA 92009

Attention: Paul Konopka, Esq.




Re: WildBlue Acquisition/Calculation of EBITDA – Third Amendment




Gentlemen:




     We refer to that certain Fourth Amended and Restated Revolving Loan Agreement dated as of July
1, 2009 among ViaSat, Inc., a Delaware corporation (the “Borrower”), each lender from time to time
party thereto, Union Bank, N.A., as Administrative Agent (in such capacity, “Administrative
Agent”), Bank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., as Documentation
Agent, Banc of America Securities LLC and Union Bank, N.A., as Joint Lead Arrangers and Joint Book
Runners and Union Bank, N.A., as Collateral Agent, as amended (the “Credit Agreement”).
Capitalized terms used herein and not defined shall have the meanings assigned to them in the
Credit Agreement. Reference is also made to the WildBlue Acquisition.



     The Borrower, the Lenders and the Agents hereby agree, effective as of the date first set
forth above and for all periods ending on or after such date, that the definition of “EBITDA”
contained in Section 1.1 of the Credit Agreement is amended as follows:




     (a) the word “and” at the end of clause (b)(v) is deleted; and new clauses (vii) and
(viii) are added immediately after the phrase “statement of operations,” to read as follows:




     “(vii) non-recurring expenses for professional services, regulatory clearances and
filings, transfer fees, severance payments and other similar closing costs (to the extent
such expenses are not capitalized by the Borrower) incurred in connection with the WildBlue
Acquisition, provided that such non-recurring expenses shall not exceed an aggregate amount
of $27,500,000; and (viii) non-recurring expenses for professional services, regulatory
clearances and filings, transfer fees, severance payments and other similar closing costs
(to the extent such expenses are not capitalized by the Borrower) incurred in connection
with Permitted Acquisitions (other than the WildBlue Acquisition) and reasonably approved by
the Administrative Agent”; and




     (b) the following sentence is added to the end of such definition:




     “For the avoidance of doubt, for purposes of calculating EBITDA with respect to any
period in which the WildBlue Acquisition occurred, such Acquisition shall be deemed to have
occurred on the first day of such period. Accordingly, as to any such period Net Income,
Interest Expense, expense for taxes paid or accrued and each other component contained in
the definition of “EBITDA” shall be deemed to include the actual results of WildBlue on a
pro forma consolidated basis with the Borrower as if such Acquisition had occurred on the
first day of such period.”



 









 





     The governing law and venue provisions of Section 11.17 of the Credit Agreement are
incorporated herein by this reference mutatis mutandis. This letter amendment may be executed in
two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one instrument. Delivery of an executed counterpart hereof by facsimile or
electronic transmission shall be effective as delivery of a manually executed counterpart. Except
as amended hereby, all of the provisions of the Credit Agreement and the other Loan Documents shall
remain unmodified and in full force and effect except that each reference to the “Agreement”, or
words of like import in any Loan Document, shall mean and be a reference to the Credit Agreement as
amended hereby. This letter amendment shall be deemed a “Loan Document” as defined in the Credit
Agreement.



- 2 - 









 





     If you are in agreement with the foregoing, please execute this letter is the space provided
below.




	 	 	 





	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	UNION BANK, N.A.,	 	 
	 	 	as Administrative Agent and as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark Adelman	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Mark Adelman	 	 
	 

	 	Title:
	 	Vice President	 	 






Agreed to as of the date first set forth above:




VIASAT,
INC.,

a Delaware corporation




	 	 	 	 	 
	By:

	 	/s/ Keven K. Lippert
	 	 
	 

	 	 	 	 
	Name: Keven K. Lippert	 	 
	Title: Vice President and Secretary	 	 






 









 






	 	 	 	 	 
	Bank of America, N.A.,	 	 
	as a Lender	 	 
	 
	 	 	 	 
	By:

	 	/s/ Christopher D. Pannacciulli	 	 
	 

	 	 	 	 
	Name: Christopher D. Pannacciulli	 	 
	Title: Senior Vice President	 	 






 









 






	 	 	 	 	 
	BANK OF THE WEST,	 	 
	as a Lender	 	 
	 
	 	 	 	 
	By:

	 	/s/ Ed Ong	 	 
	 

	 	 	 	 
	Name: Ed Ong	 	 
	Title: Vice President	 	 






 









 






	 	 	 	 	 
	California Bank & Trust,	 	 
	as a Lender	 	 
	 
	 	 	 	 
	By:

	 	/s/ Steve DeLong	 	 
	 

	 	 	 	 
	Name: Steve DeLong	 	 
	Title: Senior Vice President & Manager	 	 






 









 






	 	 	 	 	 
	COMERICA BANK,	 	 
	as a Lender	 	 
	 
	 	 	 	 
	By:

	 	/s/ Steve D. Clear	 	 
	 

	 	 	 	 
	Name: Steve D. Clear	 	 
	Title: Vice President	 	 






 









 






	 	 	 	 	 
	JPMorgan Chase Bank, N.A.,	 	 
	as a Lender	 	 
	 
	 	 	 	 
	By:

	 	/s/ Anna C. Ruiz	 	 
	 

	 	 	 	 
	Name: Anna C. Ruiz	 	 
	Title: Vice President	 	 






 









 






	 	 	 	 	 
	Wells Fargo Bank, National Association,	 	 
	as a Lender	 	 
	 
	 	 	 	 
	By:

	 	/s/ Donald S. Green	 	 
	 

	 	 	 	 
	Name: Donald S. Green	 	 
	Title: Vice President