EXHIBIT 10.1
AMENDMENT NO. 1 TO
REVOLVING/TERM LOAN AGREEMENT
THIS AMENDMENT NO. 1 TO REVOLVING/TERM LOAN AGREEMENT (this
"Amendment"), dated as of March 29, 2002, 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 "Agent"), and ViaSat, Inc., a
Delaware corporation (the "Borrower"), with reference to the following facts:
RECITALS
A. The Borrower, the Lenders and the Agent are parties to that
certain Revolving/Term Loan Agreement, dated as of June 21, 2001 (the "Loan
Agreement"), pursuant to which the Lenders have provided the Borrower with
certain credit facilities.
B. The Borrower, the Agent and the Lenders wish to amend the
Loan Agreement on the terms and conditions 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. Extension of Term of Loan Agreement. Section 1.1 of the Loan
Agreement is hereby amended such that the reference to "April 30, 2002" set
forth in the definition of "Revolving Loan Maturity Date" is hereby deleted and
a reference to "April 30, 2003" substituted therefor.
3. Amendment to Capital Expenditures Covenant. Section 6.17 of the Loan
Agreement is hereby amended to read in full as follows:
"6.17 Capital Expenditures. Make any Capital Expenditure in any
Fiscal Year, if to do so would result in the aggregate Capital Expenditures made
in such Fiscal Year (exclusive of Capital Expenditures made in connection with
Permitted Acquisitions) to exceed $18,000,000.
4. Amendment to Schedule of Commitments. Schedule 1.1 to the Loan
Agreement is hereby amended and replaced by Schedule 1.1 to this Amendment.
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5. Return of Original Wamu Note. Within 15 days of the execution of this
Agreement, Wamu shall have returned its original Revolving Note to Borrower
marked "cancelled," "paid in full" or bearing a similar indication that such
note no longer is valid.
6. Conditions Precedent. The effectiveness of this Amendment shall be
subject to the prior satisfaction of each of the following conditions:
(a) This Amendment. The Agent shall have received an
original of this Amendment, duly executed by the
Borrower and each of the Lenders;
(b) Certificate. The Assistant Secretary of Borrower shall
have executed the Certificate of Resolution attached to
this Amendment;
(c) Commitment Assignment. Washington Mutual Bank, dba WM
Business Bank ("Wamu") and U.S. Bank National
Association ("U.S. Bank") shall have entered into a
Commitment Assignment and Acceptance, by which Wamu
shall have assigned to U.S. Bank all of Wamu's Pro Rata
Share of the Revolving Commitment;
(d) Revolving Note to U.S. Bank. Borrower shall have
executed a Revolving Note, in the original principal
amount of $12,500,000, to the order of U.S. Bank;
(e) Other Documents. The Borrower shall have executed and
delivered to the Agent such other documents and
instruments as the Agent may reasonably require.
7. 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 Agent or the Lenders or any closing
shall affect the representations and warranties or the
right of the Agent or any Lender to rely thereon.
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(b) 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.
(c) 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.
(d) 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.
(e) 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.
(f) Successors and Assigns. This Amendment is binding upon
and shall inure to the benefit of the Lenders and
Borrower and their respective successors and assigns;
provided, however, that Borrower may not assign or
transfer any of its rights or obligations hereunder
without the prior written consent of the Lenders.
(g) 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.
(h) Headings. The headings, captions and arrangements used
in this Amendment are for convenience only and shall not
affect the interpretation of this Amendment.
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(i) 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:
---------------------------------
Rick Baldridge
Executive Vice President, Chief
Operating Officer and Chief
Financial Officer
Address:
ViaSat, Inc.
6155 El Camino Real
Carlsbad, California 92009
Attn: Rick Baldridge
Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
Telecopier: (760) 476-2200
Telephone: (760) 929-3926
UNION BANK OF CALIFORNIA, N.A.,
as Administrative Agent
By:
---------------------------------
Rick Young
Vice President
Address:
Union Bank of California, N.A.
San Diego Commercial Banking Office
530 "B" Street, 4th Floor, S-420
San Diego, California 92101-4407
Attn: Mr. Rick Young
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Telecopier: (619) 230-3766
Telephone: (619) 230-3756
UNION BANK OF CALIFORNIA, N.A., as
a Lender
By:
---------------------------------
Rick Young
Vice President
Address:
Union Bank of California, N.A.
San Diego Commercial Banking Office
530 "B" Street, 4th Floor, S-420
San Diego, California 92101-4407
Attn: Mr. Rick Young
Telecopier: (619) 230-3766
Telephone: (619) 230-3756
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By:
---------------------------------
Maureen Sullivan
Vice President
Address:
U.S. Bank National Association
4180 La Jolla Village Drive,
Suite 125
La Jolla, California 92037
Attn: Maureen Sullivan
Telecopier: (858) 597-6651
Telephone: (858) 597-1055
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Acknowledged and Agreed as to
Paragraph 5 of the Waiver and
Amendment:
WASHINGTON MUTUAL BANK,
dba WM Business Bank, as ASSIGNOR
By:
---------------------------------
Richard Petrie
Vice President
WM Business Bank
San Diego Business Banking Center
101 West Broadway, Suite 110
San Diego, California 92101
Attn: Richard Petrie
Telecopier: (619) 702-9157
Telephone: (619) 702-9208
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SCHEDULE 1.1
LENDER COMMITMENTS
Revolving Commitment Amount Pro Rata Share
--------------------------- --------------
Union Bank of California, N.A. $12,500,000 50%
U.S. Bank National Association $12,500,000 50%
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Total: 25,000,000 100%
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