Page 20 of 45 Pages
EXHIBIT U
AMENDMENT NO. 1 TO SENIOR LOAN AGREEMENT
DATED AS OF APRIL 4, 1996
BETWEEN
GEOTEK COMMUNICATIONS, INC., AS BORROWER
AND
S-C RIG INVESTMENTS-III, L.P., AS LENDER
THIS AMENDMENT NO. 1 TO SENIOR LOAN AGREEMENT (this "Amendment") is made as
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of the 22nd day of April, 1997, by and among GEOTEK COMMUNICATIONS, INC., a
Delaware Corporation (the "Borrower"), and S-C RIG INVESTMENTS-III, L.P., a
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Delaware limited partnership (the "Lender").
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B A C K G R O U N D:
The parties hereto entered into a Senior Loan Agreement dated as of the 4th
day of April, 1996 (the "Loan Agreement") pursuant to which the Lender agreed to
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extend credit in order to enable the Borrower, under the terms and subject to
the conditions set forth in the Loan Agreement, to borrow up to the sum of Forty
Million Dollars ($40,000,000).
The parties have agreed to amend certain provisions of the Loan Agreement
as set forth herein.
A G R E E M E N T:
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to such terms in the Loan Agreement.
Section 1.15 of the Loan Agreement is amended and restated in its entirety
to read as follows:
"Funding Cutoff Date" means the earlier of (i) April 4, 1999 or (ii) the
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date on which the Commitment is otherwise terminated in accordance with the
terms hereof.
Section 1.50 of the Loan Agreement is amended and restated in its entirety
to read as follows:
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"Warrant" means that certain Amended and Restated Warrant to Purchase
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Common Stock dated as of April 22, 1997, amending and restating that certain
Warrant to Purchase Common Stock dated as of April 4, 1996, pursuant to which
the Lender shall have the right to purchase up to 4,210,526 (subject to
adjustments as therein provided) shares of common stock of the Borrower.
Section 2.1 of the Loan Agreement is amended by replacing the entire third
sentence thereof with the following:
"The unpaid principal balance and any accrued but unpaid interest owing on
all Loans shall be payable in full on the earliest of (i) April 4, 2004, (ii)
the fifth anniversary of the date on which the last Loan is made hereunder, or
(iii) the date on which the Loans are accelerated pursuant to Section 7.1 hereof
(such earliest date, the "Maturity Date")."
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Sections 2.2 of the Loan Agreement is amended by replacing "ten percent
(10%)" with "eight percent (8%)".
Simultaneous with the execution of this Amendment, Lender shall deliver to
Borrower the Warrant to purchase Common Stock of the Company, dated April 4,
1996, issued to Lender in connection with the original execution of the Loan
Agreement for cancellation and Borrower shall deliver to Lender a duly executed
Warrant in the form attached hereto as Exhibit A.
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The Borrower represents and warrants to the Lender as follows:
Corporate Existence and Standing. The Borrower is a corporation duly
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incorporated, validly existing and in good standing under the laws of its
jurisdiction of incorporation and has all requisite authority to conduct its
business in each jurisdiction in which its business is conducted, except where
the failure to so qualify would not have a Material Adverse Effect.
Authorization and Validity. The Borrower has the corporate power and
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authority to execute and deliver this Amendment and the Warrant and to perform
its obligations thereunder. The execution and delivery by the Borrower of this
Amendment and the Warrant and the performance of its obligations thereunder have
been duly authorized by all proper corporate proceedings. The Obligations
constitute the legal, valid and binding obligations of the Borrower, enforceable
in accordance with their respective terms. The full number of Warrant Shares (as
defined in the Warrant) initially issuable upon exercise of the Warrant have
been properly reserved by the Borrower and, upon exercise of the Warrant, all
such Warrant Shares shall be duly and validly issued and shall constitute fully
paid and non-assessable shares of Common Stock of the Borrower.
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Except as expressly supplemented and/or modified herein, the terms of the
Loan Agreement shall continue in full force and effect.
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IN WITNESS WHEREOF, the Borrower and Lender have executed this Amendment as
of this 22nd day of April, 1997.
Borrower:
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GEOTEK COMMUNICATIONS, INC.
By:
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Name:
Title:
Lender:
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S-C RIG INVESTMENTS-III, L.P.
By: S-C Rig Co.
its general partner
By:
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Name:
Title:
