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                                                                    Exhibit 10.2

                               AMENDMENT NO. 2 TO
                  AMENDED AND RESTATED REVOLVING LOAN AGREEMENT

            THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED REVOLVING LOAN
AGREEMENT (this "Amendment"), effective as of March 31, 2003 and dated as of May
21, 2003, 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"), Comerica Bank-California, as Collateral
Agent, and ViaSat, Inc., a Delaware corporation (the "Borrower"), with reference
to the following facts:

                                    RECITALS

A. The Borrower, the Lenders, the Administrative Agent and the Collateral Agent
are parties to the Amended and Restated Revolving Loan Agreement, dated as of
December 31, 2002, as amended (the "Loan Agreement"), pursuant to which the
Lenders have provided the Borrower with a Revolving Loan facility and a
subfacility for Letters of Credit.

B. The parties 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. Amendment to Maximum Leverage Ratio Covenant. Section 6.12 of the
Loan Agreement is hereby amended to read in full as follows:

                  "6.12 Leverage Ratio. Permit the Leverage Ratio to be greater
            than 2.30 to 1.0 as of December 31, 2002, greater than 2.40 to 1.0
            as of March 31, 2003 and greater than 2.25 to 1.0 as of June 30,
            2003."

            3. 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 any Fiscal Quarter, commencing
            with the Fiscal Quarter ending December 31, 2002 to be less than the
            correlative amount set forth below for such Fiscal Quarter:

                  Fiscal Quarter Ending              Minimum EBITDA

                  December 31, 2002                  $1,500,000

                  March 31, 2003                     $400,000


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                  June 30, 2003                      $3,500,000."

            4. Amendment Fee. In consideration of this Amendment and the other
accommodations described herein, on the effective date of this Amendment,
Borrower shall pay to the Administrative Agent, for the ratable benefit of
Lenders, a one-time amendment fee of $25,000 (the "Amendment Fee"). 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 Borrower's Revolving Loan account or to
Borrower's checking account at Union Bank of California, N.A.

            5. Condition Precedent. The effectiveness of this Amendment shall be
subject to the condition that the Administrative Agent shall have received an
original of this Amendment, duly executed by the Borrower, the Collateral Agent
and each of the Lenders

            6. 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.



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                  (e)   Severability. Any provision of this Amendment held by a
                        court of competent jurisdiction to be invalid or
                        unenforceable 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:____________________________
                                                        Ronald G. Wangerin
                                                        Vice President and Chief
                                                        Financial Officer

                                               UNION BANK OF CALIFORNIA, N.A.,
                                               as the Administrative Agent


                                               By:____________________________
                                                        Douglas S. Lambell
                                                        Vice President

                                               COMERICA BANK-CALIFORNIA,
                                               as the Collateral Agent

                                               By: _____________________________
                                                        Stephen M. Cusato
                                                        Senior Vice President

                                               UNION BANK OF CALIFORNIA, N.A.,
                                               as a Lender


                                               By:____________________________
                                                        Douglas S. Lambell
                                                        Vice President

                                               COMERICA BANK - CALIFORNIA,
                                               as a Lender

                                               By:____________________________
                                                        Stephen M. Cusato
                                                        Senior Vice President


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