<HTML>
<HEAD>
     <!-- Created by EDGAR Ease Plus (EDGAR Ease+ 1.1a) -->
     <!-- Project:        C:\Documents and Settings\dforsyth.KVHINTERNAL\My Documents\WINWORD\SEC\eightk.eep -->
     <!-- Control Number:                                                                  -->
     <!-- Rev Number:                                                                      -->
     <!-- Client Name:                                                                     -->
     <!-- Project Name:   eightk                                                           -->
     <!-- Firm Name:                                                                       -->
     <TITLE>Form 8-K</TITLE>
</HEAD>
<BODY>


<A NAME=A001></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>KVH INDUSTRIES, INC. </B></FONT></P>

<!-- MARKER FORMAT-SHEET="Head Right" FSL="Default" -->
<A NAME=A002></A>
<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>as of March 7, 2003 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A003></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FLEET CAPITAL CORPORATION </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A004></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>One Federal Street

<BR>Boston, Massachusetts 02110 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Sub 2 Left" FSL="Default" -->
<A NAME=A005></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Re:
First Amendment to Loan Agreement</U></I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Project" -->
<A NAME=A006></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Ladies and Gentlemen: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para In 0" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Reference
is made to the Loan and Security Agreement dated March&nbsp;27, 2000, as amended
from time to time (the &#147;Loan Agreement&#148;), and all promissory notes,
mortgages, guaranties, agreements, documents and instruments entered into by KVH
Industries, Inc. (the &#147;Borrower&#148;) and any other person or obligor
pursuant thereto (collectively, the &#147;Loan Documents&#148;) with or for the
benefit of Fleet Capital Corporation (&#147;Lender&#148;). Except as otherwise
defined herein, capitalized terms used herein shall have the meanings given them
in the Loan Agreement. This First Amendment to Loan Agreement is referred to as
the &#147;First Amendment&#148;. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Background</U>. The Borrower has requested that Lender agree to extend the Original
          Term to June&nbsp;30, 2003. The Lender has agreed to extend the Original Term to
          June&nbsp;30, 2003 subject to the terms and conditions hereof. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Amendment to Loan Agreement.</U> Section&nbsp;4.1 of the Loan Agreement hereby is
          deleted in its entirety and the following is substituted in lieu thereof: </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Sub 3 Left" FSL="Project" -->
<A NAME=A007></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;"4.1
<U>Term of Agreement.</U></I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para In 3" FSL="Default" -->
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=85%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Subject
to Lender&#146;s right to cease making Loans to Borrower upon or after the
occurrence of any Default or Event of Default, this Agreement shall be in effect
through and including June 30, 2003 (the &#147;Original Term&#148;), unless
terminated as provided in Section&nbsp;4.2 hereof."&#148; </FONT>
</TD>
</TR>
</TABLE>
<BR>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Representations and Warranties.</U> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
induce Lender to enter into this First Amendment, the Borrower warrants, represents and
covenants to the Lender that: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Organization and Qualification.</U> The Borrower is a corporation duly incorporated,
          validly existing and in good standing under the laws of the jurisdiction of its
          incorporation. The Borrower is duly qualified or is authorized to do business
          and is in good standing as a foreign corporation in all states and jurisdictions
          in which the failure of the Borrower to be so qualified would have a material
          adverse effect on the financial condition, business or properties of the
          Borrower. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Corporate Power and Authority.</U> The Borrower is duly authorized and empowered to
          enter into, execute, deliver and perform this First Amendment and each of the
          Loan Documents to which it is a party. The execution, delivery and performance
          of this First Amendment and each of the other Loan Documents have been duly
          authorized by all necessary corporate action and do not and will not (i) require
          any consent or approval of the shareholders or members of the Borrower; (ii)
          contravene the Borrower&#146;s charter, by-laws or operating agreement; (iii)
          violate, or cause Borrower to be in default under, any provision of any law,
          rule, regulation, order, writ, judgment, injunction, decree, determination or
          award in effect having applicability to the Borrower; (iv) result in a breach of
          or constitute a default under any indenture or loan or credit agreement or any
          other agreement, lease or instrument to which the Borrower is a party or by
          which Borrower&#146;s Property may be bound or affected; or (v) result in, or
          require, the creation or imposition of any Lien (other than Permitted Liens)
          upon or with respect to any of the Property now owned or hereafter acquired by
          Borrower. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Legally Enforceable Agreement.</U> This First Amendment is, and each of the other
          Loan Documents to be executed and delivered under this First Amendment will be,
          a legal, valid and binding obligation of the Borrower, enforceable against the
          Borrower in accordance with its respective terms. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>No Default or Material Adverse Change.</U> No Default or Event of Default has
          occurred and is continuing. Since the date of the last financial statements
          provided by the Borrowers to the Lender, there has been no material adverse
          change in the condition, financial or otherwise, of the Borrower as shown on the
          balance sheet as of such date and no change in the aggregate value of the
          Collateral, except changes in the ordinary course of business, none of which
          individually or in the aggregate has been materially adverse. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         <U> Continuous Nature of Representations and Warranties. </U>Each representation and
          warranty contained in the Loan Agreement and the other Loan Documents remains
          accurate, complete and not misleading in any material respect on the date of
          this First Amendment, except for representations and warranties that explicitly
          relate to an earlier date and changes in the nature of the Borrower&#146;s
          business or operations that would render the information in any exhibit attached
          thereto either inaccurate, incomplete or misleading, so long as such changes are
          disclosed in the amended Exhibits attached hereto or Lender has consented to
          such changes or such changes are expressly permitted by the Loan Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A008></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4. <U>Conditions Precedent.</U> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding
any other provision of this First Amendment or any of the other Loan Documents, and
without affecting in any manner the rights of Lender under the other sections of this
First Amendment, this First Amendment shall not be effective as to Lender unless and until
each of the following conditions has been and continues to be satisfied (the &#147;First
Amendment Closing Date&#148;): </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Documentation.</U> Lender shall have received, in form and substance satisfactory to
          Lender and its counsel, duly executed copies of this First Amendment and all
          instruments, documents and agreements entered into in connection therewith,
          together with such additional documents, instruments, opinions of
          Borrower&#146;s counsel and certificates as Lender and its counsel shall require
          in connection therewith, all in form and substance satisfactory to Lender and
          its counsel. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>No Default.</U> No Default or Event of Default shall exist except as previously
          disclosed to and consented to by Lender. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          <U>No Litigation.</U> Except as previously disclosed to and consented to by Lender, no
          action, proceeding, investigation, regulation or legislation shall have been
          instituted, threatened or proposed before any court, governmental agency or
          legislative body to enjoin, restrain or prohibit, or to obtain damages in
          respect of, or which is related to or arises out of the Loan Agreement, this
          First Amendment, any other Loan Documents or the consummation of the
          transactions contemplated thereby or hereby. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Acknowledgment of Obligations.</U> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Borrower hereby (i) reaffirms and ratifies all of the promises, agreements, covenants and
obligations to Lender under or in respect of the Loan Agreement and other Loan Documents
as amended hereby and (ii) acknowledges that it is unconditionally liable for the punctual
and full payment of all Obligations, including, without limitation, all charges, fees,
expenses and costs (including reasonable attorneys&#146; fees and expenses) under the Loan
Documents, as amended hereby, and that it has no defenses, counterclaims or setoffs with
respect to full, complete and timely payment and performance of all Obligations. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Confirmation of Liens.</U> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Borrower acknowledges, confirms and agrees that the Loan Documents, as amended hereby, are
effective to grant to Lender duly perfected, valid and enforceable first priority security
interests and liens in the Collateral described therein, subject only to Permitted Liens,
and that the locations for such Collateral specified in the Loan Documents have not
changed. The Borrower further acknowledges and agrees that all Obligations of the Borrower
are and shall be secured by the Collateral. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7.&nbsp;&nbsp;&nbsp;&nbsp;
          <U>Miscellaneous.</U> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Borrower confirms and agrees that the Loan Documents as amended hereby remain in full
force and effect without amendment or modification of any kind. The Borrower hereby
acknowledges its obligation to pay to Lender&#146;s reasonable attorneys&#146; fees and
costs incurred in connection with this First Amendment, as set forth in the Loan
Agreement. The execution and delivery of this First Amendment by Lender shall not be
construed as a waiver by Lender of any Default or Event of Default under the Loan
Documents. This First Amendment, together with the Loan Agreement and other Loan
Documents, constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior dealings, correspondence, conversations or
communications between the parties with respect to the subject matter hereof. This First
Amendment and the transactions hereunder shall be deemed to be consummated in the
Commonwealth of Massachusetts and shall be governed by and interpreted in accordance with
the laws of that state. This First Amendment and the agreements, instruments and documents
entered into pursuant hereto or in connection herewith shall be &#147;Loan Documents&#148;
under and as defined in the Loan Agreement. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center" FSL="Default" -->



<!-- MARKER PAGE="sheet: 4; page: 4" -->
<HR SIZE=5 COLOR=GRAY NOSHADE>


<!-- MARKER FORMAT-SHEET="Head Left" FSL="Default" -->
<A NAME=A010></A>


<!-- MARKER FORMAT-SHEET="Para Indent"  -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executed
under seal on the date set forth above. </B></FONT></P><br><br><br><br>




<TABLE WIDTH="100%" BORDER="0" CELLPADDING="0" CELLSPACING="0">
<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="10%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD WIDTH="60%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">LENDER:<BR>
<BR><BR>
BORROWER:<BR><BR>
<BR><BR>
ATTEST:&nbsp;&nbsp;KVH INDUSTRIES, INC.<BR><BR>
<BR>
By: Name: ___________________ <BR><BR><BR><BR>
Title: ____________________<BR>
<BR>
<BR>
<BR>
Accepted in Boston, Massachusetts<BR>
As the date first above written <BR>
<BR>
<BR>
FLEET CAPITAL CORPORATION <BR>
<BR>
<BR>
By:  ____________________<BR>
<BR>
<BR>
Name:&nbsp;Andrew D. Wierman<BR>
Title:&nbsp;Assistant Vice President
</FONT></TD>
     <TD WIDTH="30%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD></TR>
</TABLE>

</BODY>

</HTML>
[{"type": "8-K", "sequence": "1", "filename": "fleetloan.htm", "description": "CURRENT REPORT ON FORM 8-K", "secsgml_size_bytes": 17052}]
{"company-data": {"conformed-name": "KVH INDUSTRIES INC \\DE\\", "cik": "0001007587", "assigned-sic": "3663", "irs-number": "050420589", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-28082", "film-number": "03599988"}, "business-address": {"street1": "110 ENTERPRISE CENTER", "city": "MIDDLETOWN", "state": "RI", "zip": "02842", "phone": "4018473327"}, "mail-address": {"street1": "110 ENTERPRISE CENTER", "city": "MIDDLETOWN", "state": "RI", "zip": "02842"}}
Form 8-K
KVH INDUSTRIES, INC.
as of March 7, 2003
FLEET CAPITAL CORPORATION
One Federal Street
Boston, Massachusetts 02110
Re:
First Amendment to Loan Agreement
Ladies and Gentlemen:
Reference
is made to the Loan and Security Agreement dated March 27, 2000, as amended
from time to time (the "Loan Agreement"), and all promissory notes,
mortgages, guaranties, agreements, documents and instruments entered into by KVH
Industries, Inc. (the "Borrower") and any other person or obligor
pursuant thereto (collectively, the "Loan Documents") with or for the
benefit of Fleet Capital Corporation ("Lender"). Except as otherwise
defined herein, capitalized terms used herein shall have the meanings given them
in the Loan Agreement. This First Amendment to Loan Agreement is referred to as
the "First Amendment".
1.
Background
. The Borrower has requested that Lender agree to extend the Original
          Term to June 30, 2003. The Lender has agreed to extend the Original Term to
          June 30, 2003 subject to the terms and conditions hereof.
2.
Amendment to Loan Agreement.
Section 4.1 of the Loan Agreement hereby is
          deleted in its entirety and the following is substituted in lieu thereof:
""4.1
Term of Agreement.
"Subject
to Lender's right to cease making Loans to Borrower upon or after the
occurrence of any Default or Event of Default, this Agreement shall be in effect
through and including June 30, 2003 (the "Original Term"), unless
terminated as provided in Section 4.2 hereof.""
3.
Representations and Warranties.
To
induce Lender to enter into this First Amendment, the Borrower warrants, represents and
covenants to the Lender that:
(a)
Organization and Qualification.
The Borrower is a corporation duly incorporated,
          validly existing and in good standing under the laws of the jurisdiction of its
          incorporation. The Borrower is duly qualified or is authorized to do business
          and is in good standing as a foreign corporation in all states and jurisdictions
          in which the failure of the Borrower to be so qualified would have a material
          adverse effect on the financial condition, business or properties of the
          Borrower.
(b)
Corporate Power and Authority.
The Borrower is duly authorized and empowered to
          enter into, execute, deliver and perform this First Amendment and each of the
          Loan Documents to which it is a party. The execution, delivery and performance
          of this First Amendment and each of the other Loan Documents have been duly
          authorized by all necessary corporate action and do not and will not (i) require
          any consent or approval of the shareholders or members of the Borrower; (ii)
          contravene the Borrower's charter, by-laws or operating agreement; (iii)
          violate, or cause Borrower to be in default under, any provision of any law,
          rule, regulation, order, writ, judgment, injunction, decree, determination or
          award in effect having applicability to the Borrower; (iv) result in a breach of
          or constitute a default under any indenture or loan or credit agreement or any
          other agreement, lease or instrument to which the Borrower is a party or by
          which Borrower's Property may be bound or affected; or (v) result in, or
          require, the creation or imposition of any Lien (other than Permitted Liens)
          upon or with respect to any of the Property now owned or hereafter acquired by
          Borrower.
(c)
Legally Enforceable Agreement.
This First Amendment is, and each of the other
          Loan Documents to be executed and delivered under this First Amendment will be,
          a legal, valid and binding obligation of the Borrower, enforceable against the
          Borrower in accordance with its respective terms.
(d)
No Default or Material Adverse Change.
No Default or Event of Default has
          occurred and is continuing. Since the date of the last financial statements
          provided by the Borrowers to the Lender, there has been no material adverse
          change in the condition, financial or otherwise, of the Borrower as shown on the
          balance sheet as of such date and no change in the aggregate value of the
          Collateral, except changes in the ordinary course of business, none of which
          individually or in the aggregate has been materially adverse.
(e)
Continuous Nature of Representations and Warranties.
Each representation and
          warranty contained in the Loan Agreement and the other Loan Documents remains
          accurate, complete and not misleading in any material respect on the date of
          this First Amendment, except for representations and warranties that explicitly
          relate to an earlier date and changes in the nature of the Borrower's
          business or operations that would render the information in any exhibit attached
          thereto either inaccurate, incomplete or misleading, so long as such changes are
          disclosed in the amended Exhibits attached hereto or Lender has consented to
          such changes or such changes are expressly permitted by the Loan Agreement.
4.
Conditions Precedent.
Notwithstanding
any other provision of this First Amendment or any of the other Loan Documents, and
without affecting in any manner the rights of Lender under the other sections of this
First Amendment, this First Amendment shall not be effective as to Lender unless and until
each of the following conditions has been and continues to be satisfied (the "First
Amendment Closing Date"):
(a)
Documentation.
Lender shall have received, in form and substance satisfactory to
          Lender and its counsel, duly executed copies of this First Amendment and all
          instruments, documents and agreements entered into in connection therewith,
          together with such additional documents, instruments, opinions of
          Borrower's counsel and certificates as Lender and its counsel shall require
          in connection therewith, all in form and substance satisfactory to Lender and
          its counsel.
(b)
No Default.
No Default or Event of Default shall exist except as previously
          disclosed to and consented to by Lender.
(c)
No Litigation.
Except as previously disclosed to and consented to by Lender, no
          action, proceeding, investigation, regulation or legislation shall have been
          instituted, threatened or proposed before any court, governmental agency or
          legislative body to enjoin, restrain or prohibit, or to obtain damages in
          respect of, or which is related to or arises out of the Loan Agreement, this
          First Amendment, any other Loan Documents or the consummation of the
          transactions contemplated thereby or hereby.
5.
Acknowledgment of Obligations.
The
Borrower hereby (i) reaffirms and ratifies all of the promises, agreements, covenants and
obligations to Lender under or in respect of the Loan Agreement and other Loan Documents
as amended hereby and (ii) acknowledges that it is unconditionally liable for the punctual
and full payment of all Obligations, including, without limitation, all charges, fees,
expenses and costs (including reasonable attorneys' fees and expenses) under the Loan
Documents, as amended hereby, and that it has no defenses, counterclaims or setoffs with
respect to full, complete and timely payment and performance of all Obligations.
6.
Confirmation of Liens.
The
Borrower acknowledges, confirms and agrees that the Loan Documents, as amended hereby, are
effective to grant to Lender duly perfected, valid and enforceable first priority security
interests and liens in the Collateral described therein, subject only to Permitted Liens,
and that the locations for such Collateral specified in the Loan Documents have not
changed. The Borrower further acknowledges and agrees that all Obligations of the Borrower
are and shall be secured by the Collateral.
7.
Miscellaneous.
The
Borrower confirms and agrees that the Loan Documents as amended hereby remain in full
force and effect without amendment or modification of any kind. The Borrower hereby
acknowledges its obligation to pay to Lender's reasonable attorneys' fees and
costs incurred in connection with this First Amendment, as set forth in the Loan
Agreement. The execution and delivery of this First Amendment by Lender shall not be
construed as a waiver by Lender of any Default or Event of Default under the Loan
Documents. This First Amendment, together with the Loan Agreement and other Loan
Documents, constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior dealings, correspondence, conversations or
communications between the parties with respect to the subject matter hereof. This First
Amendment and the transactions hereunder shall be deemed to be consummated in the
Commonwealth of Massachusetts and shall be governed by and interpreted in accordance with
the laws of that state. This First Amendment and the agreements, instruments and documents
entered into pursuant hereto or in connection herewith shall be "Loan Documents"
under and as defined in the Loan Agreement.
Executed
under seal on the date set forth above.
LENDER:
BORROWER:
ATTEST:  KVH INDUSTRIES, INC.
By: Name: ___________________
Title: ____________________
Accepted in Boston, Massachusetts
As the date first above written
FLEET CAPITAL CORPORATION
By:  ____________________
Name: Andrew D. Wierman
Title: Assistant Vice President