LOAN AND SECURITY AGREEMENT
THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of
November 20th, 2008, by and between Partners for Growth II, L.P. (“PFG”), and each of Xata Corporation, a
Minnesota corporation (“Xata”) whose address is 965 Prairie Center Drive, Eden Prairie, Minnesota 55344, and
Geologic Solutions, Inc., a Delaware corporation (“Geologic”) whose address is 965 Prairie Center Drive, Eden
Prairie, Minnesota 55344, (Xata and Geologic are each individually and collectively referred to as “Borrower”).
A. PFG and Borrower have entered into that certain Loan and Security Agreement dated as of January 31,
2008 (as the same may from time to time be further amended, modified, supplemented or restated, the “Loan
Agreement”), PFG has extended credit to Borrower for the purposes permitted in the Loan Agreement, as and
when required under the terms of the Loan Agreement.
B. Contemporaneously with the execution of the Loan Agreement, Borrower entered into a Loan and
Security Agreement with Silicon Valley Bank (referred to as the “Senior Lender” under the Loan Agreement, and
such Senior Lender Loan and Security Agreement, the “Senior Loan Agreement”).
C. The terms of certain financial covenants in the Loan Agreement were drafted (by intent) to be
substantially the same as corresponding financial covenants in the Senior Loan Agreement, and Borrower and the
Senior Lender now propose to amend certain financial covenants and corresponding definitions in one or more
amendments to the Senior Loan Agreement to be dated on or about the date hereof (regardless of the effective
date thereof, the “Senior Loan Amendments”).
E. Borrower has requested that PFG amend the Loan Agreement to anticipate corresponding amendments
in the Senior Loan Amendments and otherwise, as set forth herein, and PFG has agreed to the same, but only to
the extent, in accordance with the terms, subject t