exv10w1






Exhibit 10.1




October 12, 2010




ViaSat, Inc.

6155 El Camino Real

Carlsbad, CA 92009

Attention: Paul Konopka, Esq.



Re:
Liens Securing ViaSat Peru Intercompany Indebtedness —
Sixth 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., Compass Bank and
Wells Fargo Bank, National Association, as Co-Documentation Agents, 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, 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 informed the Lenders and the Administrative Agent that it from time to time
makes loans to its Subsidiary, ViaSat Peru S.R.L. (“ViaSat Peru”), as permitted by Section 6.10(c)
of the Credit Agreement, for purposes of purchasing equipment and now desires for those loans to be
secured.



     The Borrower has requested, and the Requisite Lenders have agreed, effective as of the date
first set forth above, to amend Section 6.9 of the Credit Agreement to allow the intercompany
Indebtedness and Guaranty Obligations permitted by Section 6.10(c) of the Credit Agreement to be
secured. Accordingly, Section 6.9 is amended as follows: (1) the word “and” is moved from the end
of clause (g) to the end of clause (h) and (2) a new clause (i) is added to read as follows:




     “(i) Liens securing Indebtedness and Guaranty Obligations permitted by Section
6.10(c).”



     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; Signature pages to follow]




 









 





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



	 	 	 	 	 	 	 

	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	VIASAT, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ronald G. Wangerin
 

Ronald G. Wangerin
	 	 
	 

	 	Title:
	 	 Vice President and Chief Financial
Officer	 	 






[VIASAT — SIXTH AMENDMENT TO FOURTH A&R REVOLVING LOAN AGREEMENT]




 









 






	 	 	 	 	 	 	 

	 	 	UNION BANK, N.A., as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mark Adelman
 

Mark Adelman
	 	 
	 

	 	Title:
	 	Vice President	 	 






	 	 	 	 	 	 	 

	 	 	UNION BANK, N.A.,	 	 
	 	 	as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mark Adelman
 

Mark Adelman
	 	 
	 

	 	Title:
	 	Vice President	 	 






	 	 	 	 	 	 	 

	 	 	UNION BANK, N.A.,	 	 
	 	 	as a Lender and Swing Line Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mark Adelman
 

Mark Adelman
	 	 
	 

	 	Title:
	 	Vice President	 	 






[VIASAT — SIXTH AMENDMENT TO FOURTH A&R REVOLVING LOAN AGREEMENT]





 









 






	 	 	 	 	 	 	 

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

	 	By:

Name:
	 	/s/ Christopher D. Pannacciulli
 

Christopher D. Pannacciulli
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






[VIASAT — SIXTH AMENDMENT TO FOURTH A&R REVOLVING LOAN AGREEMENT]






 









 






	 	 	 	 	 	 	 

	 	 	BANK OF THE WEST,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Alyssa Pearson
 

Alyssa Pearson
	 	 
	 

	 	Title:
	 	Vice President	 	 






[VIASAT — SIXTH AMENDMENT TO FOURTH A&R REVOLVING LOAN AGREEMENT]




 









 






	 	 	 	 	 	 	 

	 	 	CALIFORNIA BANK & TRUST,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Steve De Long
 

Steve De Long
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






[VIASAT — SIXTH AMENDMENT TO FOURTH A&R REVOLVING LOAN AGREEMENT]




 









 






	 	 	 	 	 	 	 

	 	 	COMPASS BANK,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Andrew M. Widmer
 

Andrew M. Widmer
	 	 
	 

	 	Title:
	 	Vice President	 	 






[VIASAT — SIXTH AMENDMENT TO FOURTH A&R REVOLVING LOAN AGREEMENT]




 









 






	 	 	 	 	 	 	 

	 	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Bill O’Da
 

Bill O’Da
	 	 
	 

	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Vipul Dhadda
 

Vipul Dhadda
	 	 
	 

	 	Title:
	 	Associate	 	 






[VIASAT — SIXTH AMENDMENT TO FOURTH A&R REVOLVING LOAN AGREEMENT]




 









 






	 	 	 	 	 	 	 

	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Donald S. Green
 

Donald S. Green
	 	 
	 

	 	Title:
	 	Vice President	 	 






[VIASAT — SIXTH AMENDMENT TO FOURTH A&R REVOLVING LOAN AGREEMENT]