Viasat Inc DEFA14A, filed Nov 30, 2021

VIASAT, INC.

Date: November 30, 2021

/s/ Brett Church

Brett Church

Associate General Counsel

Viasat Inc (VSAT)

DEFA14A 2021-11-30

View Original

Added on October 17, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Exhibit Number		Description of Exhibit

10.1		Fifth Amendment to Credit Agreement, dated as of November 23, 2021, by and among Viasat, Inc., MUFG Union Bank, N.A. (as administrative agent and collateral agent), and the other lenders party thereto.

104		Cover Page Interactive Data File (embedded with the Inline XBRL document)


VIASAT, INC.

By:		/s/ Paul Castor
Name: Paul Castor
Title: Vice President


MUFG UNION BANK, N.A., as Agent

By:		/s/ Edmund Ozorio
Name: Edmund Ozorio
Title: Vice President


MUFG UNION BANK, N.A., as a Lender

By:		/s/ Edmund Ozorio
Name: Edmund Ozorio
Title: Vice President


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

By:		/s/ Jennifer Yan
Name: Jennifer Yan
Title: Senior Vice President


JPMORGAN CHASE BANK, N.A., as a Lender

By:		/s/ Anna C. Araya
Name: Anna C. Araya
Title: Executive Director


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

By:		/s/ Vipul Dhadda
Name: Vipul Dhadda
Title: Authorized Signatory

By:		/s/ Daniel Kogan
Name: Daniel Kogan
Title: Authorized Signatory


TRUIST BANK, as a Lender

By:		/s/ Brian Lewis
Name: Brian Lewis
Title: Managing Director


CITIZENS BANK, N.A., as a Lender

By:		/s/ Daniel J. Darnell, Jr.
Name: Daniel J. Darnell, Jr. Title: Managing Director


MORGAN STANLEY SENIOR FUNDING INC., as a Lender

By:		/s/ Jack Kuhns
Name: Jack Kuhns
Title: Vice President


		Page
Article 1 DEFINITIONS AND ACCOUNTING TERMS			1
1.1	Defined Terms		1
1.2	Use of Defined Terms		42
1.3	Accounting Terms		43
1.4	Rounding		43
1.5	Exhibits and Schedules		43
1.6	References to “Borrower and its Restricted Subsidiaries”		44
1.7	Miscellaneous Terms		44
1.8	Times of Day; Rates		44
1.9	Limited Condition Transactions		44

Article 2 LOANS AND LETTERS OF CREDIT			45
2.1	Loans – General		45
2.2	Alternate Base Rate Loans		46
2.3	Eurodollar Rate Loans		46
2.4	Letters of Credit		46
2.5	Termination or Reduction of Revolving Commitment		51
2.6	Agent’s Right to Assume Funds Available for Advances		52
2.7	Collateral		52
2.8	Increase of Commitment		52
2.9	Swing Line Advances		55
2.10	Defaulting Lenders		57
2.11	Cash Collateral		60
2.12	Request for Extended Facilities		61

Article 3 PAYMENTS AND FEES			63
3.1	Principal and Interest		63
3.2	Closing Date Fees		64
3.3	Commitment Fee		64
3.4	Letter of Credit Fees		64
3.5	Increased Commitment Costs		65
3.6	Eurodollar Costs and Related Matters		65
3.7	Late Payments		69
3.8	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate		69
3.9	Non-Banking Days		70
3.10	Manner and Treatment of Payments		70
3.11	Taxes		71
3.12	Funding Sources		74
3.13	Failure to Charge Not Subsequent Waiver		74
3.14	Agent’s Right to Assume Payments Will be Made		74
3.15	Fee Determination Detail		75
3.16	Survivability		75

Article 4 REPRESENTATIONS AND WARRANTIES			75
4.1	Existence and Qualification; Power; Compliance With Laws		75
4.2	Authority; Compliance With Other Agreements and Instruments and Government Regulations		75
4.3	No Governmental Approvals Required		76
4.4	Subsidiaries		76
4.5	Financial Statements		77
4.6	No Other Liabilities; No Material Adverse Changes		77


4.7	Intentionally Deleted	77
4.8	Intangible Assets	77
4.9	Use of Proceeds	77
4.10	Litigation	77
4.11	Binding Obligations	77
4.12	EEA Financial Institutions	78
4.13	ERISA	78
4.14	Regulation U; Investment Company Act	78
4.15	Disclosure	78
4.16	Tax Liability	78
4.17	Projections	79
4.18	Hazardous Materials	79
4.19	Security Interests	79
4.20	Solvency	79
4.21	Anti-Corruption Laws, AML Laws and Sanctions	79
4.22	Patriot Act	79
4.23	Communications Licenses	79

Article 5 AFFIRMATIVE COVENANTS		80
5.1	Payment of Taxes and Other Potential Liens	80
5.2	Preservation of Existence	80
5.3	Maintenance of Properties	81
5.4	Maintenance of Insurance	81
5.5	Compliance With Laws	82
5.6	Inspection Rights	82
5.7	Keeping of Records and Books of Account	82
5.8	Compliance With Agreements	83
5.9	Use of Proceeds	83
5.10	Hazardous Materials Laws	83
5.11	Designation of Subsidiaries	83
5.12	Future Restricted Subsidiaries; Additional Security Documentation	84
5.13	Certain ECA Revenue	85

Article 6 NEGATIVE COVENANTS		85
6.1	Payment of Subordinated Obligations	85
6.2	Disposition of Property	86
6.3	Mergers	87
6.4	Hostile Acquisitions	87
6.5	Acquisitions	87
6.6	Distributions	87
6.7	ERISA	88
6.8	Change in Nature of Business	88
6.9	Liens	88
6.10	Indebtedness and Guaranty Obligations	90
6.11	Transactions with Affiliates	92
6.12	Negative Pledges	92
6.13	Total Leverage Ratio	92
6.14	Interest Coverage Ratio	93
6.15	Use of Proceeds; Sanctions; Anti-Corruption Laws	93
6.16	Investments	93
6.17	Capital Expenditures	95
6.18	Amendments to Subordinated Obligations	95
6.19	Changes in Name, Location of Chief Executive Offices, Etc	95
6.20	Hedging Agreements	95
6.21	ECA Borrower Equity Interests	96


Article 7 INFORMATION AND REPORTING REQUIREMENTS		96
7.1	Financial and Business Information	96
7.2	[Reserved]	98
7.3	Compliance Certificates	98
7.4	Electronic Communications; Platform	98

Article 8 CONDITIONS		99
8.1	Initial Credit Issuance	99
8.2	Any Advance	101

Article 9 EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT		102
9.1	Events of Default	102
9.2	Remedies Upon Event of Default	104

Article 10 THE AGENT		106
10.1	Appointment and Authority	106
10.2	Rights as a Lender	107
10.3	Exculpatory Provisions	107
10.4	Reliance by Agent	108
10.5	Delegation of Duties	108
10.6	Resignation of the Agent	108
10.7	Non-Reliance on the Agent and Other Lenders	110
10.8	No Other Duties, Etc	110
10.9	The Agent May File Proofs of Claim	110
10.10	Collateral and Guaranty Matters	111
10.11	Secured Hedging Agreements; Bank Products	111
10.12	Reimbursement by Lenders	112
10.13	ERISA Matters	112

Article 11 MISCELLANEOUS		113
11.1	Cumulative Remedies; No Waiver	113
11.2	Amendments; Consents	113
11.3	Costs and Expenses	115
11.4	Nature of Lenders’ Obligations	116
11.5	Survival of Representations and Warranties	116
11.6	Notices	116
11.7	Execution of Loan Documents	116
11.8	Binding Effect; Assignment	116
11.9	Right of Setoff	121
11.10	Sharing of Setoffs	121
11.11	Indemnity by Borrower	122
11.12	Nonliability of the Lenders	123
11.13	No Third Parties Benefited	123
11.14	Confidentiality	123
11.15	Further Assurances	124
11.16	Integration	124
11.17	GOVERNING LAW; VENUE	124
11.18	Severability of Provisions	125
11.19	Headings	125
11.20	Time of the Essence	125
11.21	Hazardous Material Indemnity	125
11.22	DISPUTES	126
11.23	Purported Oral Amendments	126
11.24	Patriot Act	126
11.25	[Reserved]	127


11.26	Replacement of Lenders	127
11.27	Judgment Currency	127
11.28	Keepwell	128
11.29	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	128


A	—	Form of Assignment and Acceptance
B	—	Form of Compliance Certificate
C	—	Form of Pricing Certificate
D	—	Form of Request for Loan
E-1	—	Form of Revolving Note
E-2	—	Form of Swing Line Note
F-1	—	Form of Affiliate Subordination Agreement
F-2	—	Form of Subordination Agreement
G-1	—	Intercreditor Terms (Pari Passu)
G-2	—	Intercreditor Terms (Junior)
H	—	Form of Increased Commitment Letter
I	—	Form of Joinder Agreement
J	—	Form of New Term Facility Supplement
K	—	Form of Extended Revolving Credit Facility Agreement
L	—	Form of Extended Term Facility Agreement
M	—	Form of Secured Party Designation Notice
N-1	—	Form of U.S. Tax Compliance Certificate
N-2	—	Form of U.S. Tax Compliance Certificate
N-3	—	Form of U.S. Tax Compliance Certificate
N-4	—	Form of U.S. Tax Compliance Certificate
O	—	Form of Subsidiary Guaranty
P	—	Form of Subsidiary Pledge Agreement
Q	—	Form of Subsidiary Security Agreement


1.1		Lender Commitments
2.4		Existing Letters of Credit
4.4		Subsidiaries
4.8		Trade Names
4.10		Material Litigation
4.18		Hazardous Materials Matters
4.23		Communications Licenses
5.4		Insurance
6.9		Existing Liens
6.10		Existing Indebtedness and Guaranty Obligations