EX-10.1



 EXHIBIT 10.1 
 THIRD AMENDMENT 
 TO FIFTH AMENDED AND RESTATED REVOLVING LOAN AGREEMENT

 This Third Amendment to Fifth Amended and Restated Revolving Loan Agreement (this “Amendment”) is
entered into as of May 15, 2013 by and among VIASAT, INC., a Delaware corporation (“Borrower”), each lender to the Credit Agreement (as defined below) (collectively, the “Lenders” and individually, a
“Lender”) that is a party hereto and UNION BANK, N.A., as administrative agent (in such capacity, “Administrative Agent”) and as collateral agent (in such capacity, “Collateral Agent”). 

RECITALS 

Borrower, Administrative Agent, Collateral Agent and the Lenders are parties to that certain Fifth Amended and Restated Revolving Loan
Agreement dated as of May 9, 2012 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”). The parties desire to amend the Credit Agreement in certain respects in accordance with the terms of
this Amendment. Unless otherwise defined herein, all capitalized terms in this Amendment shall be as defined in the Credit Agreement. 
 NOW, THEREFORE, the parties hereto agree as follows: 
 1. Section 6.13 is
restated to read as follows: 
 “6.13 Total Leverage Ratio. Permit the Total Leverage Ratio as of the
last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending September 28, 2012, to be greater than the respective amount set forth opposite such Fiscal Quarter below: 

 

					
	 Fiscal Quarter Ending
	  	 Total Leverage
Ratio
	  	 
	 September 28, 2012
	  	 3.75 to 1.00
	  	
			
	 December 28, 2012,

March 29, 2013,

June 28, 2013,

October 4, 2013 and

January 3, 2014
	  	 4.00 to 1.00
	  	
			
	 April 4, 2014
	  	 3.75 to 1.00
	  	
			
	 July 4, 2014 and each Fiscal Quarter

ending thereafter
	  	 3.50 to 1.00”
	  	

 2. No course of dealing on the part of Lenders, the Administrative Agent, the Collateral Agent or their
officers, nor any failure or delay in the exercise of any right by the Administrative Agent, the Collateral Agent or any Lender, shall operate as a waiver thereof, and 

  
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any single or partial exercise of any such right shall not preclude any later exercise of any such right. Administrative Agent’s, Collateral Agent’s or any Lenders’ failure at any
time to require strict performance by Borrower of any provision of any Loan Document shall not affect any right of any Lender, Administrative Agent or Collateral Agent 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 Administrative Agent, Collateral Agent or any Lender under the Credit Agreement, as
in effect prior to the date hereof. 
 4. The Borrower represents and warrants to the Lenders that (a) except for
representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by the Credit Agreement, the representations and warranties contained in the Credit Agreement
or in any other document or documents relating thereto are true and correct in all material respects on and as of the date hereof as though made on the date hereof, and all such representations and warranties shall survive the execution and delivery
of this Amendment and (b) no Default or Event of Default has occurred and is continuing as of the date hereof. 
 5. As a
condition to the effectiveness of this Amendment Administrative Agent shall have received the following: 
 (a) this Amendment,
duly executed by Borrower, Administrative Agent, Collateral Agent and the Requisite Lenders; 
 (b) a guarantor consent and
reaffirmation duly executed by each Subsidiary Guarantor in the form of Exhibit A attached hereto; and 
 (c) (i) an
amendment fee payable to the Administrative Agent, for the benefit of those Lenders executing this Amendment on or prior to 5:00 p.m. New York City time on Wednesday, May 15, 2013 (each, a “Consenting Lender”), in an aggregate
amount equal to 0.075% of the aggregate principal amount of Revolving Commitments held by such Consenting Lenders as of such time (it being agreed that such fee is deemed earned in full upon execution of this Amendment by Requisite Lenders and shall
not be refundable); and (ii) an amendment arrangement fee payable to the Administrative Agent for the account of the Administrative Agent as contemplated by that certain fee letter dated as of April 25, 2013. 

6. The governing law and venue provisions of Section 11.17 of the Credit Agreement are incorporated herein by this reference
mutatis mutandis. 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. Delivery of an executed counterpart hereof by facsimile
transmission shall be effective as delivery of a manually executed counterpart. The Borrower agrees to promptly pay all reasonable attorneys’ fees and costs incurred by the 

  
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Administrative Agent’s and Collateral Agent’s counsel in connection with this Amendment, which may be debited from any of Borrower’s accounts (following Borrower’s
authorization of such fees and costs). 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 Amendment shall be deemed a “Loan Document” as defined in the Credit Agreement. Each party shall execute and
deliver such further documents, and perform such further acts, as may be reasonably necessary to achieve the intent of the parties as expressed in this Amendment. 
 [Balance of Page Intentionally Left Blank] 

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

			
	VIASAT, INC.
		
	By:	 	 /s/ Keven Lippert

	Name:	 	Keven Lippert
	Title:	 	Vice President, General Counsel and Secretary









 
			
	 UNION BANK, N.A.,
 as Administrative Agent

		
	By:	 	 /s/ Mark Adelman

		 	Mark Adelman
		 	Senior Vice President
	
	 UNION BANK, N.A.,

as Collateral Agent

		
	By:	 	 /s/ Mark Adelman

		 	Mark Adelman
		 	Senior Vice President
	
	 UNION BANK, N.A.,

as a Lender and Swing Line Lender

		
	By:	 	 /s/ Mark Adelman

		 	Mark Adelman
		 	Senior Vice President









 
			
	COMPASS BANK
	as a Lender
		
	By:	 	 /s/ Erik Velastegui

	Name:	 	Erik Velastegui
	Title:	 	Senior Vice President









 
			
	BANK OF THE WEST
	as a Lender
		
	By:	 	 /s/ Jason Antrim

	Name:	 	Jason Antrim
	Title:	 	Vice President









 
			
	MORGAN STANLEY BANK, N.A.
	as a Lender
		
	By:	 	 /s/ Chris Whelan

	Name:	 	Chris Whelan
	Title:	 	Authorized Signatory









 
			
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
	as a Lender
		
	By:	 	 /s/ John D. Toronto

	Name:	 	John D. Toronto
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Christopher Day

	Name:	 	Christopher Day
	Title:	 	Authorized Signatory









 
			
	JPMORGAN CHASE BANK, N.A.
	as a Lender
		
	By:	 	 /s/ Ling Li

	Name:	 	Ling Li
	Title:	 	Vice President









 
			
	CALIFORNIA BANK & TRUST
	as a Lender
		
	By:	 	 /s/ Steve DeLong

	Name:	 	Steve DeLong
	Title:	 	SVP/Manager









 
			
	BANK OF AMERICA, N.A.
	as a Lender
		
	By:	 	 /s/ Angel Sutoyo

	Name:	 	Angel Sutoyo
	Title:	 	Senior Vice President









 
			
	COMERICA BANK,
	as a Lender
		
	By:	 	 /s/ Mark C. Skrzynski

	Name:	 	Mark C. Skrzynski
	Title:	 	Vice President









 
			
	WELLS FARGO, N.A.,
	as a Lender
		
	By:	 	 /s/ Kimberly Striegl

	Name:	 	Kimberly Striegl
	Title:	 	Senior Vice President









 EXHIBIT A 
 GUARANTOR CONSENT AND REAFFIRMATION 
 The undersigned (the
“Guarantor”), for good and valuable consideration, made, executed and delivered to Union Bank, N.A., as Administrative Agent and Collateral Agent (in such capacity, the “Agent”) (i) that certain Amended and
Restated Subsidiary Guaranty dated as of May 9, 2012, (ii) that certain Amended and Restated Subsidiary Pledge Agreement dated as of May 9, 2012 and (iii) that certain Amended and Restated Subsidiary Security Agreement dated as
of May 9, 2012 (each of the foregoing, together with any documents, instruments or other agreements executed by any Guarantor in connection therewith, the “Guarantor Documents”), in each case in connection with the Fifth
Amended and Restated Revolving Loan Agreement dated as of May 9, 2012, among ViaSat, Inc. (the “Borrower”), the lenders parties thereto, and the Agent (as amended, restated, modified or supplemented from time to time, the
“Credit Agreement”). In connection herewith, the Credit Agreement is being amended by that certain Third Amendment to Fifth Amended and Restated Revolving Loan Agreement dated as of even date herewith (the
“Amendment”). The undersigned acknowledges receipt of a copy of the Amendment. The undersigned hereby consents to the Amendment and reaffirms each of the Guarantor Documents and acknowledges that the execution and delivery of the
Amendment shall have no effect on the Guarantor’s obligations under the Guarantor Documents, each of which remain the legal, valid and binding obligation of the Guarantor and are hereby reaffirmed. On and after the effective date of the
Amendment, each reference in the Guarantor Documents to “the Credit Agreement,” “thereunder,” “thereof,” “therein” or words of like import referring to the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended by the Amendment and future amendments entered into from time to time. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement. 

 

			
	May 15, 2013
	
	VIASAT COMMUNICATIONS, INC.
		
	By:	 	  

	Name:	 	Keven Lippert
	Title:	 	Vice President