VIASAT INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>a82906exv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
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                                                                    EXHIBIT 10.2

*** CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.


                          WAIVER AND AMENDMENT NO. 2 TO
                          REVOLVING/TERM LOAN AGREEMENT

                THIS WAIVER AND AMENDMENT NO. 2 TO REVOLVING/TERM LOAN AGREEMENT
(this "Waiver and Amendment"), dated as of June 28, 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 "Administrative
Agent"), and ViaSat, Inc., a Delaware corporation (the "Borrower"), with
reference to the following facts:


                                    RECITALS

                A. The Borrower, the Lenders and the Administrative Agent are
parties to that certain Revolving/Term Loan Agreement, dated as of June 21,
2001, as amended (the "Loan Agreement"), pursuant to which the Lenders have
provided the Borrower with certain credit facilities.

                B. Borrower is currently in default under Section 9.1(c) of the
Loan Agreement given Borrower's failure to comply with each of the following
provisions of the Loan Agreement:

                                (i) Section 6.13 of the Loan Agreement, due to
                Borrower's breach of the minimum quarterly EBITDA covenant for
                Borrower's Fiscal Quarter ended March 31, 2002 (Borrower is
                required by Section 6.13 of the Loan Agreement to have EBITDA
                for each of Borrower's Fiscal Quarters of at least $***, and
                Borrower's actual EBITDA for its Fiscal Quarter ended March 31,
                2002 was only $2,707,000); and

                                (ii) Section 6.14 of the Loan Agreement, due to
                Borrower's breach of the minimum Tangible Net Worth Covenant for
                Borrower's Fiscal Quarter ended March 31, 2002 (Borrower is
                required by Section 6.14 of the Loan Agreement to have Tangible
                Net Worth as of the last day of each Fiscal Quarter of at least
                ***, and Borrower's actual Tangible Net Worth as of March 31,
                2002 was only $128,491,000).



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The above-mentioned Events of Default hereinafter shall be referred to as the
"Existing Events of Default".

                C. Borrower has requested that Lenders waive the occurrence of
the Existing Events of Default and amend Section 6.14 of the Loan Agreement to
facilitate Borrower's future compliance with the minimum Tangible Net Worth
covenant, and make certain other modifications to the Loan Agreement.

                D. Lenders are willing to grant such accommodations to Borrower
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
Waiver and Amendment (including, without limitation, in the recitals hereto)
without definition shall have the respective meanings specified in the Loan
Agreement.

        2. Waiver. Lenders hereby waive the occurrence of the Existing Events of
Default. Lenders' waiver hereby of the Existing Events of Default shall
constitute a waiver of only the Existing Events of Default and shall not
constitute a waiver of any other violation of the Loan Agreement other than the
Existing Events of Default.

        3. Additional Definitions. Section 1.1 of the Loan Agreement is hereby
amended and supplemented by adding the following new definitions in appropriate
alphabetical order:

                        "'Accounts Receivable' means any accounts of Borrower
        that are treated as accounts receivable under GAAP.

                        'Accounts Receivable Aging Report' has the meaning
        specified in Section 7.1(e).

                        'Accounts Receivable Reconciliation Report' has the
        meaning specified in Section 7.1(e).

                        'Borrowing Base' means, as of any date of determination,
        an amount determined by the Administrative Agent, in its reasonable
        discretion, with reference to the most recent Borrowing Base Certificate
        delivered by Borrower to the Administrative Agent pursuant to Section
        7.3, to be equal to the sum of (a) the Eligible Accounts Component plus
        (b) the Eligible Inventory Component.



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*** CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.

                        'Borrowing Base Certificate' means a certificate in the
        form of Exhibit 7.3, properly completed and signed by a Senior Officer
        of Borrower.

                        'Eligible Accounts Component' means *** times Accounts
        Receivable that are not more than ninety (90) days past invoice date;

                        'Eligible Inventory Component' means the lesser of (i)
        *** times Inventory, or (ii) $***.

                        'Immeon' means Immeon Networks LLC, a joint venture
        between Loral Skynet and Borrower.

                        'Inventory' means any inventory of Borrower that is
        treated as inventory under GAAP.

                        'Maximum Revolving Credit Amount' means, as of any date
        of determination, the lesser of (i) the then applicable Borrowing Base
        or (ii) the then applicable aggregate Revolving Commitments."

        4. Addition of Borrowing Base Limitation as Condition to Advances.
Section 2.1(a) of the Loan Agreement is hereby amended to read in full as
follows:

                        "(a) Subject to the terms and conditions set forth in
        this Agreement, at any time and from time to time from the Closing Date
        through the Revolving Loan Maturity Date, each Lender shall, pro rata
        according to that Lender's Pro Rata Share of the then applicable
        Revolving Commitment, make Advances to Borrower under the Revolving
        Commitment in such amounts as Borrower may request that do not result in
        the sum of (i) the aggregate principal amount outstanding under the
        Revolving Notes and (ii) the Aggregate Effective Amount of all
        outstanding Letters of Credit to exceed the Maximum Revolving Credit
        Amount. Subject to the limitations set forth herein, Borrower may
        borrow, repay and reborrow under the Revolving Commitment without
        premium or penalty."

        5. Amendment of Tangible Net Worth Covenant. Section 6.14 of the Loan
Agreement is hereby amended to read in full as follows:

                        "6.14 Tangible Net Worth. Permit Tangible Net Worth as
        of March 31, 2002 to be less than $*** or permit Tangible Net Worth as
        of the last day of each Fiscal Quarter ending thereafter during the term
        of this Agreement to be less than the sum of: (a) $***; (b) 90% of the
        cumulative Net Income for the Fiscal Quarter ending June 30, 2002 and
        for each Fiscal Quarter ending thereafter (with no deduction for a net
        loss in any such Fiscal Quarter); and (c) 100% of the proceeds of any
        issuance by Borrower



                                      -3-
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        of equity securities (except to employees or former employees of
        Borrower pursuant to an employee stock option plan maintained by
        Borrower) subsequent to the Closing Date."

        6. Requirement of Management Letter with Fiscal Year End Financial
Statements. Section 7.1(c) of the Loan Agreement is hereby amended to read in
full as follows:

                        "(c) As soon as practicable, and in any event within one
        hundred twenty (120) days after the end of each Fiscal Year, the
        consolidated and consolidating balance sheet of Borrower and its
        Subsidiaries as at the end of such Fiscal Year and the consolidated and
        consolidating statements of operations, stockholders' equity and cash
        flows, in each case of Borrower and its Subsidiaries for such Fiscal
        Year, all in reasonable detail. Such financial statements shall be
        prepared in accordance with GAAP, consistently applied, and such
        consolidated financial statements shall be accompanied by a management
        letter and report of PricewaterhouseCoopers LLP or other independent
        public accountants of recognized standing selected by Borrower and
        reasonably satisfactory to the Requisite Lenders, which report shall be
        prepared in accordance with generally accepted auditing standards as at
        such date, and shall not be subject to any qualifications or exceptions
        as to the scope of the audit nor to any other qualification or exception
        determined by the Requisite Lenders in their good faith business
        judgment to be adverse to the interests of the Lenders;"

        7. Amendment of Annual Projection Requirement. Section 7.1(d) of the
Loan Agreement is hereby amended to read in full as follows:

                        "(d) As soon as practicable, and in any event not later
        than December 31 of each Fiscal Year, a budget and projection by Fiscal
        Quarter for the following Fiscal Year (the 'First Year') and by Fiscal
        Year for the next succeeding Fiscal Year (the 'Second Year'), including
        for the First Year, projected consolidated balance sheets, statements of
        operations and statements of cash flow of Borrower and its Subsidiaries,
        forecast assumptions, and a budget for Capital Expenditures, and for the
        Second Year, projected consolidated condensed balance sheets and
        statements of operations and cash flows of Borrower and its
        Subsidiaries, forecast assumptions, and a budget for Capital
        Expenditures, all in reasonable detail;"

        8. Delivery of Accounts Receivable Reconciliation Report . Section
7.1(e) of the Loan Agreement is hereby amended to read in full as follows:



                                      -4-
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                        "(e) As soon as practicable, and in any event not later
        than thirty (30) days after the end of each month, an aging of
        Borrower's accounts receivable in form and substance reasonably
        acceptable to the Administrative Agent ("Accounts Receivable Aging
        Report"); and as soon as practicable, and in any event not later than
        thirty (30) days after the end of each fiscal quarter of Borrower, a
        reconciliation report to reconcile Accounts Receivable aged balances to
        the Accounts Receivable listed on the general ledger of Borrower
        ("Accounts Receivable Reconciliation Report"), provided, that for any
        Account Receivable that is (i) more than ninety (90) days past invoice
        date and (ii) in an amount in excess of $100,000, Borrower shall provide
        the Administrative Agent with a report detailing the business location
        of the account debtor that generated the Account Receivable, the type of
        Account Receivable (e.g. domestic commercial, domestic governmental,
        foreign commercial, etc.) and any other information that the
        Administrative Agent may require, in its sole and absolute discretion;"

        9. Delivery of Financial Statements of Immeon . The Loan Agreement is
hereby further amended and supplemented by adding therein the following new
Section 7.1(m):

                        "(m) As soon as practicable, and in any event within
        sixty (60) days after the end of each fiscal quarter of Immeon, the
        balance sheet of Immeon as at the end of such fiscal quarter of Immeon
        and the statements of operations and cash flows for such fiscal quarter
        of Immeon, and the portion of the fiscal year of Immeon ended with such
        fiscal quarter of Immeon, all in reasonable detail. Such financial
        statements shall be certified by the financial officer of Immeon or his
        or her designated representative as fairly presenting the financial
        condition, results of operations and cash flows of Immeon in accordance
        with GAAP (other than footnote disclosures), consistently applied, as at
        such date and for such periods, subject only to normal year-end accruals
        and audit adjustments;"

        10. Delivery of Projections for Immeon . The Loan Agreement is hereby
further amended and supplemented by adding the following new Section 7.1(n):

                        "(n) As soon as practicable, and in any event not later
        than December 31 of each fiscal year of Immeon, a budget and projection
        by fiscal quarter of Immeon for the next succeeding fiscal year of
        Immeon, including projected balance sheets, statements of operations and
        statements of cash flow, forecast assumptions, and a budget for Capital
        Expenditures all in reasonable detail;"



                                      -5-
<PAGE>

        11. Delivery of Borrowing Base Certificate. The Loan Agreement is hereby
further amended and supplemented by adding the following new Section 7.3 as
follows:

                        "7.3 Borrowing Base Certificate. So long as any Advance
        remains unpaid, or any other Obligation remains unpaid or unperformed,
        or any portion of the Commitments remains outstanding, Borrower shall,
        at Borrower's sole expense, deliver to the Administrative Agent for
        distribution by it to the Lenders concurrently with the Accounts
        Receivable Aging Report and the Accounts Receivable Reconciliation
        Report required by Section 7.1(e), a Borrowing Base Certificate signed
        by a Senior Officer or his or her designated representative."

        12. Waiver and Amendment Fee. In consideration of Lenders' agreement to
waive the Existing Event of Default and in consideration of the other
accommodations described herein, on the effective date of this Waiver and
Amendment, Borrower shall pay to the Administrative Agent, for the ratable
benefit of Lenders, a one-time amendment fee of $15,000 (the "Waiver and
Amendment Fee"). Borrower acknowledges and agrees that, at the Administrative
Agent's option, the Administrative Agent may effect payment of the Waiver and
Amendment Fee by charging the full amount of such fee, when due, to Borrower's
Revolving Loan account or to Borrower's checking account at Union Bank of
California, N.A.

        13. Borrowing Base Certificate. The Loan Agreement is hereby further
amended and supplemented by adding thereto a new Exhibit 7.3 in the form of
Exhibit A to this Waiver and Amendment.

        14. Conditions Precedent. The effectiveness of this Waiver and Amendment
shall be subject to the prior satisfaction of each of the following conditions:

                (a)     This Waiver and Amendment. The Administrative Agent
                        shall have received an original of this Waiver and
                        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 Waiver and Amendment;

                (c)     Borrowing Base Certificate, Accounts Receivable Aging
                        Report and Accounts Receivable Reconciliation Report.
                        The Chief Financial Officer of Borrower shall have
                        delivered to the Administrative Agent a certified copy
                        of the Borrowing



                                      -6-
<PAGE>

                        Base Certificate containing Borrowing Base information
                        for Borrower as of May 30, 2002, and an Accounts
                        Receivable Aging Report and Accounts Receivable
                        Reconciliation Report as of the same date.

                (d)     Other Documents. The Borrower shall have executed and
                        delivered to the Administrative Agent such other
                        documents and instruments as the Administrative Agent
                        may reasonably require.


        15. 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 Waiver and
                        Amendment, shall survive the execution and delivery of
                        this Waiver and Amendment and the other Loan Documents,
                        and no investigation by the Administrative Agent or the
                        Lenders or any closing shall affect the representations
                        and warranties or the right of the Administrative Agent
                        or any Lender to rely thereon.

                (b)     No Events of Default. Except for the Existing Event of
                        Default, 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 Loan Agreement.

                (c)     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.

                (d)     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



                                      -7-
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                        that, after giving effect to this Waiver and Amendment,
                        no Event of Default or Default exists as of such date.

                (e)     Severability. Any provision of this Waiver and Amendment
                        held by a court of competent jurisdiction to be invalid
                        or unenforceable shall not impair or invalidate the
                        remainder of this Waiver and Amendment and the effect
                        thereof shall be confined to the provision so held to be
                        invalid or unenforceable.

                (f)     APPLICABLE LAW. THIS WAIVER AND 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.

                (g)     Successors and Assigns. This Waiver and 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.

                (h)     Counterparts. This Waiver and 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.

                (i)     Headings. The headings, captions and arrangements used
                        in this Waiver and Amendment are for convenience only
                        and shall not affect the interpretation of this Waiver
                        and Amendment.

                (j)     NO ORAL AGREEMENTS. THIS WAIVER AND 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.



                                      -8-
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                IN WITNESS WHEREOF, the parties have entered into this Waiver
and 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
                                               [Executed: 7/10/02]

                                            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
                                            the 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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