SECOND
AMENDMENT
TO FOURTH AMENDED AND RESTATED REVOLVING LOAN
AGREEMENT
This
Second Amendment to Fourth Amended and Restated Revolving Loan
Agreement (this “Amendment”) is entered into as of
October 6, 2009, by and between ViaSat, Inc., a Delaware
corporation (“Borrower”), each lender party to the
Credit Agreement (as defined below) (collectively, the
“Lenders” and individually, a “Lender”)
that is a signatory hereto, 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.,
as Documentation Agent, 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 (in such capacity,
“Collateral Agent;” collectively, the
“Agents”) and WELLS FARGO BANK, NATIONAL ASSOCIATION
(“New Lender”).
Borrower,
Agents and the Lenders are parties to that certain Fourth Amended
and Restated Revolving Loan Agreement dated as of July 1, 2009
(as amended from time to time, including by that certain First
Amendment to Fourth Amended and Restated Revolving Loan Agreement
dated as of September 30, 2009, collectively, the
“Credit Agreement”). New Lender wishes to become a
Lender under the Credit Agreement, and the parties desire to so
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. New
Lender hereby is added to the Credit Agreement as
“Co-Agent” and as a Lender (provided that, the title of
“Co-Agent” shall not connote a co-agency role as
Administrative Agent or Collateral Agent). References in the Loan
Documents to “Agents” shall hereby include New Lender
in its capacity as Co-Agent. References in the Loan Documents to
“Lender” or “Lenders” shall hereby mean and
include New Lender. New Lender shall be deemed to be a Lender under
the Credit Agreement for all intents and purposes. All loans made
by New Lender under the Credit Agreement shall be
“Loans” under, and as defined in, the Credit
Agreement.
2. New
Lender hereby has all of the rights and obligations of a
“Lender” under the Loan Documents. New Lender hereby
(x) agrees to be bound by all of the terms and conditions of
the Credit Agreement and (y) appoints and authorizes the
Administrative Agent and the Collateral Agent to take such actions
on New Lender’s behalf and to exercise such powers as
delegated to the Administrative Agent and the Collateral Agent,
respectively, under the Loan Documents, subject to all the terms
and conditions of the Loan Documents, including Article 10 of
the Credit Agreement.
3. Borrower,
Agents and the Lenders hereby agree to increase the Commitment, and
the Lenders’ respective Pro Rata Shares, in accordance with
the terms of Section 2.8 of the Credit Agreement (as in
effect prior to the date of this Amendment; compliance with which
hereby is acknowledged by Administrative Agent), and in the amounts
and percentages set forth in Schedule 1.1 to the Credit
Agreement, as amended hereby. Borrower, Agents and the Lenders
hereby agree to waive the requirement under
Section 2.8(c) of the Credit Agreement that New Lender
execute and deliver to Administrative Agent and Borrower a
Commitment Assignment and Acceptance.
4. The
following defined term hereby is amended and restated in
Section 1.1 of the Credit Agreement to read as
follows:
“
Commitment ” means, subject to
Sections 2.5 and 2.8 , $210,000,000. The
respective Pro Rata Shares of the Lenders with respect to the
Commitment are set forth in Schedule 1.1
.”
1
5. The
first sentence of Section 2.8(a) of the Credit
Agreement hereby is amended and restated in its entirety to read as
follows:
“(a)
If no Default or Event of Default shall have occurred and be
continuing, Borrower may at any time prior to the Revolving Loan
Maturity Date request no more than one (1) increase of the
Commitment by notice to the Administrative Agent in writing of the
amount of such proposed increase (such notice, a “
Commitment Increase Notice ”); provided, however, that
the aggregate amount of the increase in the Commitment shall not
exceed $15,000,000 and shall be in the minimum amount of
$10,000,000.”
6.
Schedule 1.1 to the Credit Agreement hereby is replaced
in its entirety with Schedule 1.1 attached
hereto.
7. 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 b
|
