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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 Lender
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