COMMERCIAL PORTFOLIO ADMINISTRATION
[UNION BANK OF CALIFORNIA LETTERHEAD]
WAIVER AND FIRST AMENDMENT
TO LOAN AGREEMENT
THIS WAIVER AND FIRST AMENDMENT TO LOAN AGREEMENT (this "First Amendment"), dated as
of March 31, 1997, is made and entered into by and between ViaSat, Inc., a Delaware corporation formerly
known as ViaSat, Inc., a California corporation ("Borrower"), and UNION BANK OF CALIFORNIA, N.A.
(successor in interest to Union Bank), a national banking association ("Bank").
A. Borrower and Bank are parties to that certain Loan Agreement, dated September 15, 1995 (the
"Agreement"), pursuant to which Bank agreed to extend credit to Borrower.
B. Borrower and Bank desire to amend the Agreement subject to the terms and conditions of this First
In consideration of the above recitals and of the mutual covenants and conditions contained herein, Borrower and
Bank agree as follows:
1. Defined Terms. Initially capitalized terms used herein which are not otherwise defined shall have the meanings
assigned thereto in the Agreement.
2. Waivers to the Agreement.
(a) The Bank hereby waives Section 4.5 (a), for the calendar months ended July 1996 through February 1997,
and only for such months, and agrees that such noncompliance shall not constitute an Event of Default under the
Loan Agreement or under the Loan Agreement as amended by this First Amendment. The waiver here given is
specific to the covenants, and for the calendar months referred to above and shall not operate as a waiver of
compliance by the Company with any other covenants set forth by this First Amendment, or with the covenants
referred to above for any other calendar month.
(b) The Bank hereby waives Section 4.5(h), for the fiscal quarters ended September 1996 through December
1996, and only for such months, and agrees that such noncompliance shall not constitute an Event of Default
under the Loan Agreement or under the Loan Agreement as amended by this First Amen