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CONFORMED COPY
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT, dated as of July 15, 1998 (this "Amendment"), to the
Credit Agreement dated as of June 29, 1998 (as amended, supplemented or
otherwise modified, the "Credit Agreement"), by and between Geotek
Communications, Inc., a corporation organized under the laws of Delaware and a
debtor and debtor-in-possession and Geotek USA, Inc., a corporation organized
under the laws of Delaware and a debtor and debtor-in-possession (together, the
"Borrowers"), and S-C Rig Investments III, L.P., a Delaware limited partnership
(the "Lender").
W I T N E S S E T H:
WHEREAS, the Borrowers and the Lender are parties to the Credit
Agreement;
WHEREAS, the Borrowers have requested that the Credit Agreement be
amended as provided herein; and
WHEREAS, the Lender is willing to so amend the Credit Agreement,
subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other good and valuable consideration, the sufficiency
of which is hereby acknowledged, the Borrowers and the Lender hereby agree as
follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in
the Credit Agreement shall have such meanings when used herein.
2. Amendment of Section 6.1(b)(iii). Section 6.1(b)(iii) of the Credit
Agreement is amended in its entirety to read as follows:
(iii) the Bankruptcy Court shall have scheduled the hearing on
approval of the Disclosure Statement under section 1125 of the Bankruptcy Code
to occur no later than August 18, 1998.
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3. Amendment of Section 8.11. Section 8.11 of the Credit
Agreement is amended in its entirety to read as follows:
8.11 Fiduciary Out. On or before 3 Banking Days after the date that
the Borrowers file their Plan of Reorganization, the Borrowers shall have filed
an application for approval of the Fiduciary Out.
4. Amendment of Section 8.12. Section 8.12 of the Credit
Agreement is amended by (a) deleting the words "July 15, 1998" in the second
line thereof, and replacing them with the words "July 21, 1998"; and (b)
deleting the words "August 15, 1998" in the fourth line thereof, and replacing
them with the words "August 18, 1998".
5. Representations and Warranties. The Borrowers hereby confirm,
reaffirm and restate the representations and warranties made by them in Article
7 of the Credit Agreement, provided that each reference to the Credit Agreement
therein shall be deemed to be a reference to the Credit Agreement after giving
effect to this Amendment. The Borrowers represent and warrant that no Default or
Event of Default has occurred and is continuing.
6. Continuing Effect of Credit Agreement. This Amendment shall
not constitute a waiver, amendment or modification of any other provision of the
Credit Agreement not expressly referred to herein and shall not be construed as
a waiver or consent to any further or future action on the part of the Borrowers
that would require a waiver or consent of the Lender. Except as expressly
amended or modified herein, the provisions of the Credit Agreement are and shall
remain in full force and effect.
7. Counterparts. This Amendment may be executed by one or more of
the parties hereto on any number of separate counterparts and all such
counterparts shall be deemed to be one and the same instrument. Each party
hereto confirms that any facsimile copy of such party's executed counterpart of
this Amendment (or its signature page thereof) shall be deemed to be an executed
original thereof.
8. Effectiveness. This Amendment shall be effective upon receipt
by the Lender of counterparts hereof, duly executed and delivered by the
Borrowers.
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9. Governing Law. This Amendment shall be governed by, and
interpreted and construed in accordance with, the internal laws of the State of
New York without regard to the choice of law principles thereof, except to the
extent governed by the Bankruptcy Code.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
GEOTEK COMMUNICATIONS, INC.
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Title: SVP-CFO
GEOTEK USA, INC.
By: /s/ Xxxx X. Xxxxxx
-------------------------------
Title: SVP-CFO
S-C RIG INVESTMENTS III, L.P., by
S-C Rig Co., its general partner
By: /s/ Xxxxx Xxxxxxx
-------------------------------
Title: Vice President
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