Eighth Amendment to Fourth Amended and Restated Revolving Loan Agreement



 Exhibit 10.1 
 October 31, 2011 
 ViaSat, Inc. 
 6155 El Camino Real 
 Carlsbad, California 92009 

Attention: Paul Castor, Esq. 
  

	 	Re:	Eighth Amendment to Fourth Amended and Restated Revolving Loan Agreement (this “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, Bank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Compass Bank and Wells Fargo Bank, National Association, as Co-Documentation Agents, Credit Suisse AG, Cayman Islands Branch and Bank of the West, as Co-Agents, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Union Bank, N.A., as Joint Lead Arrangers and Joint Book Runners, and Union Bank, N.A., as Collateral Agent (as amended, modified or supplemented from time to time, the “Credit
Agreement”). Capitalized terms used herein and not defined shall have the meanings assigned to them in the Credit Agreement. 
 The Borrower has requested, and the Requisite Lenders have agreed, effective as of September 30, 2011, to amend the Credit Agreement in certain respects in accordance with the terms of this
Amendment. Accordingly, the Credit Agreement is amended so that the definition of “EBITDA” is amended and restated in its entirety to read as follows: 
 “EBITDA” means the sum of (a) Net Income plus (b) to the extent deducted in determining Net Income, (i) Interest Expense, (ii) expense for taxes paid or accrued,
(iii) depreciation, (iv) amortization, (v) non-cash losses as a result of the disposition of customer premises equipment, (vi) any extraordinary non-cash or nonrecurring non-cash charges or losses, (vii) any non-cash charges
arising from compensation expense as a result of the adoption of Financial Accounting Standards Board Statement 123 (Revised 2004), “Share-Based Payment”, which requires certain stock-based compensation to be recorded as expense within the
Borrower’s consolidated statement of operations, (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 and reasonably approved by the Administrative Agent and (ix) with respect to the operating costs related to the ViaSat-1 Project, (A) up to $300,000
incurred during Borrower’s Fiscal Quarter ended April 1, 2011, (B) up to $5,650,000 incurred during Borrower’s Fiscal Quarter ended July 1, 2011, (C) up to $5,650,000 incurred during Borrower’s Fiscal Quarter ended
September 30, 2011 and (D) up to $7,500,000 incurred 







 
during Borrower’s Fiscal Quarter ended December 30, 2011; minus (c) to the extent included in Net Income, (i) non-cash gains as a result of the disposition of customer
premises equipment, (ii) any extraordinary non-cash or nonrecurring non-cash gains, (iii) the amount of any subsequent cash payments in respect of any non-cash charges described in the preceding clause (b)(vii), and (iv) Interest
income; all calculated for the Borrower and its Subsidiaries on a consolidated basis. 
 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. 

[Remainder of page intentionally left blank.] 







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

			
	Very truly yours,
	
	VIASAT, INC.
		
	By:	 	 /s/ Ronald G. Wangerin

	Name:	 	Ronald G. Wangerin
	Title:	 	Chief Financial Officer



  
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	UNION BANK, N.A., as Administrative Agent
		
	By:	 	 /s/ Mark Adelman

	Name:	 	Mark Adelman
	Title:	 	Vice President
	
	 UNION BANK, N.A.,

as Collateral Agent

		
	By:	 	 /s/ Mark Adelman

	Name:	 	Mark Adelman
	Title:	 	Vice President
	
	 UNION BANK, N.A.,

as a Lender and Swing Line Lender

		
	By:	 	 /s/ Mark Adelman

	Name:	 	Mark Adelman
	Title:	 	Vice President



  
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	 BANK OF AMERICA, N.A.,
 as a Lender

		
	By:	 	 /s/ Christopher D. Pannacciulli

	Name:	 	Christopher D. Pannacciulli
	Title:	 	Senior Vice President



  
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	 BANK OF THE WEST,

as a Lender

		
	By:	 	 /s/ Jason Antrim

	Name:	 	Jason Antrim
	Title:	 	Vice President



  
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	 CALIFORNIA BANK & TRUST,
 as a Lender

		
	By:	 	 /s/ Steve DeLong

	Name:	 	Steve DeLong
	Title:	 	Senior Vice President, Manager



  
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	 COMERICA BANK,
 as
a Lender

		
	By:	 	 /s/ Don Carruth

	Name:	 	Don Carruth
	Title:	 	Vice President



  
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	 COMPASS BANK,
 as a
Lender

		
	By:	 	 /s/ Erik Velastegui

	Name:	 	Erik Velastegui
	Title:	 	Senior Vice President



  
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	 CREDIT SUISSE AG, CAYMAN ISLANDS
 BRANCH, as a Lender

		
	By:	 	 /s/ Mikhail Faybusovich

	Name:	 	Mikhail Faybusovich
	Title:	 	Director
		
	By:	 	 /s/ Vipul Dhadda

	Name:	 	Vipul Dhadda
	Title:	 	Associate



  
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	 JPMORGAN CHASE BANK, N.A.,
 as a Lender

		
	By:	 	 /s/ Anna C. Araya

	Name:	 	Anna C. Araya
	Title:	 	Vice President



  
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	 WELLS FARGO BANK, NATIONAL
 ASSOCIATION,
 as a Lender

		
	By:	 	 /s/ Kimberly J. Striegl

	Name:	 	Kimberly J. Striegl
	Title:	 	Senior Vice President



  
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