exv10w1






Exhibit 10.1




FOURTH AMENDMENT

TO SECOND AMENDED AND RESTATED REVOLVING LOAN AGREEMENT




     This Fourth Amendment to Second Amended and Restated Revolving Loan Agreement (this
“Amendment”) is entered into as of July 31, 2008, by and between ViaSat, Inc., a Delaware
corporation (“Borrower”), each lender from time to time party to the Credit Agreement (as defined
below) (collectively, the “Lenders” and individually, a “Lender”), UNION BANK OF CALIFORNIA, N.A.,
as Administrative Agent (in such capacity, “Administrative Agent”) and COMERICA BANK, as Collateral
Agent (in such capacity, “Collateral Agent;” collectively with Administrative Agent, the “Agents”).



RECITALS




     Borrower, Agents and the Lenders are parties to that certain Second Amended and Restated
Revolving Loan Agreement dated as of January 31, 2005, as amended from time to time, including by
that certain First Amendment to Second Amended and Restated Revolving Loan Agreement dated as of
December 22, 2006, that certain Second Amendment to Second Amended and Restated Revolving Loan
Agreement dated as of January 25, 2008 and that certain Third Amendment to Second Amended and
Restated Revolving Loan Agreement dated as of April 24, 2008 (collectively, the “Credit
Agreement”). The parties desire to amend the Credit Agreement in accordance with the terms of this
Amendment. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as
defined in the Credit Agreement.



     NOW, THEREFORE, the parties agree as follows:



     1. The following defined term in Section 1.1 of the Credit Agreement hereby is amended to read
as follows:



          “Revolving Loan Maturity Date” means August 29, 2008.



     2. No course of dealing on the part of Lenders, Agents or their officers, nor any failure or
delay in the exercise of any right by any Agent or any Lender, shall operate as a waiver thereof,
and any single or partial exercise of any such right shall not preclude any later exercise of any
such right. Agents’ or Lenders’ failure at any time to require strict performance by Borrower of
any provision of any Loan Document shall not affect any right of Lenders or Agents thereafter to
demand strict compliance and performance. Any suspension or waiver of a right must be in writing
signed by an officer of Administrative Agent, in accordance with the terms of the Credit Agreement.



     3. The Credit Agreement, as amended hereby, shall be and remain in full force and effect in
accordance with its respective terms and hereby is ratified and confirmed in all respects. Except
as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not
operate as a waiver of, or as an amendment of, any right, power, or remedy of Agents or Lenders
under the Credit Agreement, as in effect prior to the date hereof.



     4. All Representations and Warranties contained in the Credit Agreement or in any other
document or documents relating thereto shall survive the execution and delivery of this Amendment.
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 Credit Agreement.



     5. As a condition to the effectiveness of this Amendment, Administrative Agent shall have
received, in form and substance satisfactory to Administrative Agent, the following:



               (a) this Amendment, duly executed by Borrower, Collateral Agent and each Lender;



 









 





               (b) Affirmation of Subsidiary Guaranty and Security Agreement, duly executed by Guarantor;



               (c) all reasonable attorneys’ fees and costs incurred through the date of this Amendment,
which may be debited from any of Borrower’s accounts; and



               (d) such other documents, and completion of such other matters, as Agent may reasonably deem
necessary or appropriate.



     6. This 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.



[Balance of Page Intentionally Left Blank]




 









 







     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above
written.



	 	 	 	 	 
	 	VIASAT, INC,

 	 
	 	/s/ Ronald G. Wangerin
 
	 	By:  	Ronald G. Wangerin
 	 
	 	Title:  	Chief Financial Officer
 	 



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

 	 
	 	By:  	/s/ Mark Adelman
 	 
	 	 	Name:  	Mark Adelman
 	 
	 	 	Title:  	Vice President
 	 



	 	 	 	 	 
	 	COMERICA BANK, as Collateral Agent

 	 
	 	By:  	/s/ Tomas J. Schmidt
 	 
	 	 	Name:  	Tomas
J. Schmidt
 	 
	 	 	Title:  	Vice President
 	 
	 



[Signature Page to Fourth Amendment

to Second Amended and Restated Revolving Loan Agreement]




[Signatures Continued Next Page]




 









 










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

 	 
	 	By:  	/s/ Mark Adelman
 	 
	 	 	Name:  	Mark Adelman
 	 
	 	 	Title:  	Vice President
 	 
	 



	 	 	 	 	 
	 	COMERICA BANK, as a Lender

 	 
	 	By:  	/s/ Tomas J. Schmidt
 	 
	 	 	Name:  	Tomas J. Schmidt
 	 
	 	 	Title:  	Vice President	 
	 



	 	 	 	 	 
	 	WACHOVIA BANK, N.A., as a Lender

 	 
	 	By:  	/s/ Robert G. McGill Jr.
 	 
	 	 	Name:  	Robert G. McGill Jr.
 	 
	 	 	Title:  	Director
 	 
	 



[Signature Page to Fourth Amendment

to Second Amended and Restated Revolving Loan Agreement]