GUARANTY AGREEMENT
WHEREAS, the execution of this
Guaranty Agreement is a condition to REGIONS BANK (F/K/A UNION BANK
PLANTERS, N.A.) ("Lender") making certain loans to GEOSPACE
TECHNOLOGIES, LP, a Texas limited partnership ("Geospace"), OYO
INSTRUMENTS, LP, a Texas limited partnership ("Instruments"),
GEOSPACE ENGINEERING RESOURCES INTERNATIONAL, LP, a Texas limited
partnership ("Engineering"), CONCORD TECHNOLOGIES, LP, a Texas
limited partnership ("Concord"), and OYOG OPERATIONS, LP, a Texas
limited partnership ("Operations" and together with Geospace,
Instruments, Engineering and Concord, collectively hereinafter
referred to as the "Borrowers"), pursuant to that certain Loan
Agreement dated as of November 22, 2004, between Borrowers and
Lender, as amended by First Amendment to Loan Agreement dated as of
September 19, 2005, Second Amendment to Loan Agreement dated as of
June 16, 2006 and Third Amendment to Loan Agreement dated as of
January 10, 2007 (such Loan Agreement as amended and as it may
hereafter be further amended or modified from time to time, is
hereinafter referred to as the "Loan Agreement");
NOW, THEREFORE, for valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the undersigned, OYO GEOSPACE CORPORATION, a Delaware
corporation (the "Guarantor"), hereby irrevocably and
unconditionally guarantees to Lender the full and prompt payment
and performance of the Guaranteed Indebtedness (hereinafter
defined). This Guaranty Agreement shall be upon the following
terms:
The term "Guaranteed Indebtedness", as used herein means all of the
"Obligations", as defined in the Loan Agreement. The term
"Guaranteed Indebtedness" shall include any and all post-petition
interest and expenses (including attorneys' fees) whether or not
allowed under any bankruptcy, insolvency, or other similar law. As
of the date of this Guaranty Agreement, the Obligations include,
but are not limited to the indebtedness evidenced by (a) that
certain promissory note in the original principal amount of
$25,000,000.00, dated as of January 10, 2007, executed by Borrowers
and payable to the order of Lender, and (b) all renewals,
extensions, amendments, increases, decreases or other modifications
of any of the foregoing and all promissory notes given in renewal,
extension, amendment, increase, decrease or other modification
thereof.
This instrument shall be an absolute, continuing, irrevocable, and
unconditional guaranty of payment and performance, and not a
guaranty of collection, and Guarantor shall remain liable on its
obligations hereunder until the payment and performance in full of
the Guaranteed Indebtedness. No set-off, counterclaim, recoupment,
reduction, or diminution of any obligation, or any defense of any
kind or nature (other than actual payment) which any Borrower may
have against Lender or any other party, or which Guarantor may have
against any Borrower, Lender, or any other party, shall be
available to, or shall be asserted by, Guarantor against Lender or
any subsequent holder of the Guaranteed Indebtedness or any part
thereof or against payment of the Guaranteed Indebtedness or any
part thereof.
If Guarantor becomes liable for any indebtedness owing by Borrowers
to Lender by endorsement or otherwise, other than under this
Guaranty Agreement, such liability shall not be in any manner
impaired or affected hereby, and the rights of Lender hereunder
shall be cumulative of any and all other rights that Lender may
ever have against Guarantor. The exercise by Lender of any right or
remedy hereunder or under any other instrument, or at law or in
equity, shall not preclude the concurrent or subsequent exercise of
any other right or remedy.
In the event of default by any Borrower in payment or performance
of the Guaranteed Indebtedness, or any part thereof, when such
Guaranteed Indebtedness becomes due, whether by its terms, by
acceleration, or otherwise, Guarantor shall promptly pay the amount
due thereon to Lender without notice or demand in lawful currency
of the United States of America and it shall not be necessary for
Lender, in order to enforce such payment by Guarantor, first to
institute suit or exhaust its remedies against any Borrower or
others liable on such Guaranteed Indebtedness, or to enforce any
rights against any collateral which shall ever have been given to
secure such Guaranteed Indebtedness. Until the Guaranteed
Indebtedness is paid in full and a period of ninety (90) days has
passed following such payment, Guarantor waives any and all rights
it may now or hereafter have under any agreement or at law or in
equity (including, without limitation, any law subrogating the
Guarantor to the rights of Lender) to assert any claim against or
seek contribution, indemnification or any other form of
reimbursement from any Borrower or any other party liable for
payment of any or all of the Guaranteed Indebtedness for any
payment made by Guarantor under or in connection with this Guaranty
Agreement or otherwise.
If acceleration of the time for payment of any amount payable by
any Borrower under the Guaranteed Indebtedness is stayed upon the
insolvency, bankruptcy, or reorganization of any Borrower, all such
amounts otherwise subject to acceleration under the terms of the
Guaranteed Indebtedness shall nonetheless be payable by Guarantor
hereunder forthwith on demand by Lender.
Guarantor hereby agrees that its obligations under this Guaranty
Agreement shall not be released, discharged, diminished, impaired,
reduced, or affected for any reason or by the occurrence of any
event, including, without limitation, one or more of the following
events, whether or not with notice to or the consent of Guarantor:
(a) the taking or accepting of collateral as security for any or
all of the Guaranteed Indebtedness or the release, surrender,
exchange, or subordination of any collateral now or hereafter
securing any or all of the Guaranteed Indebtedness; (b) any partial
release of the liability of Guarantor hereunder, or the full or
partial release of any other guarantor from liability for any or
all of the Guaranteed Indebtedness; (c) any disability of any
Borrower, or the dissolution, insolvency, or bankruptcy of any
Borrower, Guarantor, or any other party at any time liable for the
payment of any or all of the Guaranteed Indebtedness; (d) any
renewal, extension, modification, waiver, amendment, or
rearrangement of any or all of the Guaranteed Indebtedness or any
instrument, document, or agreement evidencing, securing, or
otherwise relating to any or all of the Guaranteed Indebtedness;
(e) any adjustment, indulgence, forbearance, waiver, or compromise
that may be granted or given by Lender to any Borrower, Guarantor,
or any other party ever liable for any or all of the Guaranteed
Indebtedness; (f) any neglect, delay, omission, failure, or refusal
of Lender to take or prosecute any action for the collection of any
of the Guaranteed Indebtedness or to foreclose or take or prosecute
any action in connection with any instrument, document, or
agreement evidencing, securing, or otherwise relating to any or all
of the Guaranteed Indebtedness; (g) the unenforceability or
invalidity of any or all of the Guaranteed Indebtedness or of any
instrument, document, or agreement evidencing, securing, or
otherwise relating to any or all of the Guaranteed Indebtedness;
(h) any payment by any Borrower or any other party to Lender is
held to constitute a preference under applicable bankruptcy or
insolvency law or if for any other reason Lende
