ViaSat that guarantees the Credit Facility, and will be collateralized on a second-lien priority basis by substantially all of the assets of ViaSat and the guarantors.
Pursuant to the Bridge Loan Agreement, interest on the Bridge Notes, if any, will be payable quarterly in arrears at the following rates: (a) for the period from the date of issuance until the first quarterly payment date, at 12.00% per annum, (b) for the period from the first quarterly payment date until the second quarterly payment date, at 12.75% per annum, (c) for the period from the second quarterly payment date until the third quarterly payment date, at 13.50% per annum, (d) for the period from the third quarterly payment date until the fourth quarterly payment date, at 14.25% per annum, (e) for the period from the fourth quarterly payment date until the eighth quarterly payment date, at 15.00% per annum, and (f) for the period from the eighth quarterly payment date until the maturity date, at 16.00% per annum. Outstanding indebtedness under the Bridge Notes will be prepayable in whole or in part at any time at ViaSat's option without premium or penalty.
The Bridge Loan Agreement will contain covenants similar to those contained in ViaSat's Fourth Amended and Restated Revolving Loan Agreement, as amended, which governs the Credit Facility. Such covenants will apply for so long as any outstanding amount under the Bridge Notes remains unpaid. These covenants will include financial covenants regarding maximum leverage ratio, maximum senior secured leverage ratio and minimum interest coverage ratio, and covenants that restrict, among other things, ViaSat's ability to incur additional debt, sell assets, make investments and acquisitions, make capital expenditures, grant liens, pay dividends and make certain other restricted payments.
ViaSat and WildBlue have made various representations and warranties and agreed to certain covenants in the Merger Agreement, including covenants related to WildBlue's conduct of its business between signing and closing, governmental filings, third party consents and other matters. Consummation of the Merger is subject to regulatory approval by the Federal Communications Commission, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, absence of any material adverse change in ViaSat's or WildBlue's business or financial condition, and other customary closing conditions.
The Merger Agreement contains certain termination rights for both ViaSat and WildBlue and further provides that, upon termination of the Merger Agreement under certain circumstances, ViaSat may be required to either enter into a capacity lease agreement with WildBlue or pay WildBlue a fee of $22,500,000. In the event the Merger Agreement is terminated and the parties enter into the capacity lease agreement, ViaSat would grant WildBlue an exclusive right to lease approximately 50% of the capacity of the U.S. payload of the ViaSat-1 satellite for the operational life of the satellite, for an agreed upon price, under the terms of such agreement.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Amendment to Loan Agreement
On September 30, 2009, ViaSat entered into an amendment to its Fourth Amended and Restated Revolving Loan Agreement (the "Amendment") with Banc of America Securities LLC, Bank of America, N.A., JPMorgan Chase Bank, N.A., Union Bank, N.A. and other lenders party thereto. The Amendment amends ViaSat's existing Credit Facility to permit the issuance of unsecured or secured senior indebtedness under an indenture up to an aggregate principal amount of $300 million, the issuance of second-lien secured indebtedness up to an aggregate principal amount of $350 million (less the principal amount of any unsecured or secured senior indebtedness issued under an indenture), to permit the consummation of the Merger, to insert a new financial covenant regarding maximum senior secured leverage ratio, to amend financial covenants regarding maximum leverage ratio and minimum interest coverage ratio and to make other conforming changes required with respect to the Bridge Loan Agreement, if applicable.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Cautionary Note Regarding Merger Agreement The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about ViaSat or WildBlue. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by ViaSat and WildBlue in connection with the signing of the Merger Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement may be subject to a standard of materiality provided for in the Merger Agreement and have been used for the purpose of allocating risk between ViaSat and WildBlue, rather than establishing matters of fact. Accordingly, the representations and warranties in the Merger Agreement may not constitute the actual state of facts about ViaSat or WildBlue. Item 3.02. Unregistered Sales of Equity Securities The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
As described above, pursuant to the terms of the Merger Agreement, WildBlue equity holders will, subject to the satisfaction or waiver of the conditions set forth therein, receive Shares at the closing of the Merger. The Shares will be issued without registration in reliance on the private offering exemption provided by Section 4(2) of the Securities Act and Rule 506 of Regulation D thereunder. In relying on such exemption, ViaSat will rely on representations from each of the recipients of the Shares that they are accredited investors as defined under Rule 501(a) of Regulation D; that each of the recipients is acquiring the Shares for investment purposes and not with a view to distribution; and that the Shares will bear a legend restricting their further transfer or sale until they have been registered under the Securities Act or an exemption from registration thereunder is available. Item 8.01. Other Events.
On October 1, 2009, ViaSat issued a press release, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference, announcing the execution of the Merger Agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit
Number                             Description of Exhibit
2.1       Agreement and Plan of Merger, dated as of September 30, 2009, by and
          among ViaSat, WildBlue and Merger Sub.

10.1      First Amendment to Fourth Amended and Restated Revolving Loan Agreement,
          dated as of September 30, 2009, by and among ViaSat, Banc of America
          Securities LLC, Bank of America, N.A., JPMorgan Chase Bank, N.A., Union
          Bank, N.A., and other lenders party thereto.

99.1      Press release issued by ViaSat on October 1, 2009.