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.
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 AJuly 15, 1998" in the second line thereof,
and replacing them with the words AJuly 21, 1998"; and (b) deleting the words
"August 15, 1998" in the fourth line thereof, and replacing them with the words
AAugust 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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