Sixth Amendment to Credit Agreement among Viasat Technologies Limited, Viasat, Inc., JPMorgan Chase Bank, and Export-Import Bank of the United States
This amendment updates the terms of a credit agreement originally dated March 12, 2015, between Viasat Technologies Limited (the borrower), Viasat, Inc. (the guarantor), JPMorgan Chase Bank (as agent), and the Export-Import Bank of the United States. The changes relate to financial definitions, leverage and interest coverage ratios, and conditions for distributions and acquisitions, particularly in connection with Viasat’s planned acquisition of Connect Topco Limited (Inmarsat). The amendment specifies when the new terms take effect and under what conditions certain financial thresholds may be temporarily adjusted.
Exhibit 10.2
SIXTH AMENDMENT TO CREDIT AGREEMENT
This Sixth Amendment to Credit Agreement (this “Amendment”) is entered into as of August 3, 2022 by any among Viasat Technologies Limited, a company incorporated under the laws of England (the “Borrower”), Viasat, Inc., a Delaware corporation (the “Guarantor”), JPMorgan Chase Bank, National Association, a national association organized and existing under the laws of the United States of America (in its capacity as agent for Ex-Im Bank, the “Ex-Im Facility Agent”), and the Export-Import Bank of the United States (“Ex-Im Bank”) and is made with reference to that certain Credit Agreement, dated as of March 12, 2015 (as amended, restated, amended and restated, modified or supplemented from time to time, the “Credit Agreement”), by and among the Borrower, the Guarantor, the Ex-Im Facility Agent and Ex-Im Bank. Capitalized terms used herein and not defined shall have the meanings assigned to them in the Credit Agreement.
RECITALS
WHEREAS, the Guarantor intends to acquire, directly or indirectly, 100% of the issued share capital in Connect Topco Limited, a private company limited by shares and incorporated in Guernsey (“Inmarsat”; such acquisition the “Inmarsat Acquisition”), pursuant to that certain Share Purchase Agreement, dated as of November 8, 2021, by the shareholders of Inmarsat, the Guarantor and the other parties party thereto (together with all schedules, exhibits and annexes thereto, the “Inmarsat Acquisition Agreement”); and
WHEREAS, the Borrower has requested to amend the Credit Agreement in certain respects in accordance with the terms of this Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:
““ECA Assets” means, collectively, (a) assets or services purchased by any ECA Borrower or ECA Guarantor with the proceeds of Permitted ECA Financing and relating to the design, installation, testing, launch, manufacture or operation of the ECA Project that is the subject of such Permitted ECA Financing and insurance relating thereto, (b) assets or services required or used to launch or operate the assets referenced in the foregoing clause (a), (c) project and construction contracts and Communications Licenses and other contracts, insurance policies, licenses, consents, permits and authorizations related to the assets or services referenced in the foregoing clause (a) (in each case in clauses (a), (b) and (c) to the extent such assets or services are required by the definitive documentation with respect to any Permitted ECA Financing to be collateral for such Permitted ECA Financing), (d) Equity Interests in ECA Borrowers and ECA Guarantors and (e) any of the foregoing assets, services or Equity Interests, to the extent such assets, services and/or Equity Interests are required by the definitive documentation with respect to any subsequent Permitted ECA Financing to be collateral for such Permitted ECA Financing (whether or not such Permitted ECA Financing is for the same ECA Project).”
“Liens securing Permitted Additional Indebtedness (and any related banking services or cash management obligations); provided that the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness (assuming the borrowing of the maximum credit thereunder) and the application of the proceeds therefrom) shall be no greater than 4.00 to 1.00;”
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“Except with the consent of Ex-Im Bank, permit the Total Leverage Ratio as of the last day of any Fiscal Quarter (i) ending on or prior to December 31, 2023 to be greater than 6.50 to 1.00, (ii) ending after December 31, 2023 and on or prior to December 31, 2024 to be greater than 6.00 to 1.00 or (iii) ending after December 31, 2024 to be greater than 5.75 to 1.00; provided, however, that (a) in the event of (x) any Permitted Acquisition for which the aggregate purchase consideration exceeds $400,000,000 and/or (y) any Satellite Trigger, in either case occurring after December 31, 2024, the maximum permitted Total Leverage Ratio shall increase by 0.50 above the applicable covenant level for the six consecutive Fiscal Quarter period beginning with the Fiscal Quarter in which each such Permitted Acquisition or Satellite Trigger occurs, so long as Guarantor is in compliance on a Pro Forma Basis with this Clause C.13 at such increased level after giving effect to such Permitted Acquisition or Satellite Trigger (the aforementioned increase in such level, the “Temporary Leverage Increase”).”
“Distributions made with the Available Basket Amount; provided that, with respect to any Distributions made with the Available Basket Amount, such Distributions shall only be permitted pursuant to this clause (e) so long as both immediately before and after giving effect to such payment on a Pro Forma Basis, the Senior Secured Leverage Ratio does not exceed 4.00 to 1.00 and no Event of Default exists.”
“Permit the Interest Coverage Ratio as of the last day of any Fiscal Quarter to be less than 3.25 to 1.00 (the “Minimum Required Interest Coverage Ratio”); provided, however, that in the event of (a) any Permitted Acquisition for which the aggregate purchase consideration exceeds $400,000,000 and/or (b) any Satellite Trigger, the Minimum Required Interest Coverage Ratio shall be 3.00 to 1.00 for the six consecutive Fiscal Quarter period beginning with the Fiscal Quarter in which each such Permitted Acquisition or Satellite Trigger occurs, so long as Guarantor is in compliance on a Pro Forma Basis with this Clause C.14 at such decreased Minimum Required Interest Coverage Ratio after giving effect to such Permitted Acquisition or Satellite Trigger.”
““Inmarsat” shall mean Connect Topco Limited, a private company limited by shares and incorporated in Guernsey.”
“For purposes of any financial calculation, leases of Inmarsat and its subsidiaries shall be accounted for in a manner consistent with the Guarantor’s lease accounting (and without regard to IFRS 16).”
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provided that in no event shall the amendments to the Credit Agreement set forth in Section 2 of this Amendment become effective and binding if the Inmarsat Acquisition is not consummated on or prior to the Inmarsat Acquisition Outside Date.
“(i) Liens securing Permitted Additional Indebtedness (and any related banking services or cash management obligations); provided that the Senior Secured Leverage Ratio (calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness (assuming the borrowing of the maximum credit thereunder) and the application of the proceeds therefrom) shall be no greater than 3.50 to 1.00;”
“Except with the consent of Ex-Im Bank, permit the Total Leverage Ratio as of the last day of any Fiscal Quarter to be greater than 4.75 to 1.00; provided, however, that in the event of (a) any Permitted Acquisition for which the aggregate purchase consideration exceeds $200,000,000 and/or (b) any Satellite Trigger, the maximum permitted Total Leverage Ratio shall increase to 5.25 to 1.00 for the six consecutive Fiscal Quarter period beginning with the Fiscal Quarter in which each such Permitted Acquisition or Satellite Trigger occurs, so long as the Guarantor is in compliance on a Pro Forma Basis with this Clause C.13 at such 5.25 to 1.00 level after giving effect to such Permitted Acquisition or Satellite Trigger (the aforementioned increase in such level, the “Temporary Leverage Increase”).”
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized representatives on the day and year first above written.
VIASAT TECHNOLOGIES LIMITED
By: /s/ Paul Froelich
Name: Paul Froelich
Title: Authorized Signatory
VIASAT, INC.
By: /s/ Shawn Duffy
Name: Shawn Duffy
Title: Senior Vice President and Chief Financial Officer
[Signature Page to Sixth Amendment to Ex-Im Credit Agreement]
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Ex-Im Facility Agent
By: /s/ Paul Coleman
Name: Paul Coleman
Title: Vice President
[Signature Page to Sixth Amendment to Ex-Im Credit Agreement]
EXPORT-IMPORT BANK OF THE UNITED STATES
By: /s/ Jadranka Gerrety
Name: Jadranka Gerrety
Title: Authorized Signatory
Ex-Im Bank Transaction No. AP088346XX - United Kingdom
[Signature Page to Sixth Amendment to Ex-Im Credit Agreement]