First Amendment to Loan Agreement


 Exhibit 10.2 
 FIRST AMENDMENT TO LOAN AGREEMENT 
 THIS
FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of the 2nd day of March, 2011, by and among OYO GEOSPACE CORPORATION, a Delaware corporation (“Borrower”), EACH OF THE DOMESTIC SUBSIDIARIES OF THE BORROWER identified on
Schedule 1 hereto (collectively, “Guarantor”), and THE FROST NATIONAL BANK, a national banking association (“Lender”). 
 RECITALS 
 A. On March 2, 2011, Borrower, Guarantor and Lender entered
into that certain Loan Agreement (together with all amendments, modifications and restatements, the “Loan Agreement”), concerning, among other things, the terms, conditions and covenants of those certain Loans (as defined in the
Loan Agreement). The Loans are evidenced by that certain Revolving Promissory Note dated March 2, 2011 in the original principal amount of $25,000,000.00 executed by Borrower and payable to the order of Lender. 

B. Borrower has requested and Lender has also agreed to modify certain covenants contained in the Loan Agreement and further amend the
Loan Agreement as contained herein. 
 C. All capitalized terms not otherwise defined in this Amendment shall have the same
meanings as are set forth in the Loan Agreement. 
 NOW, THEREFORE, for and in consideration of the premises and mutual
covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree as follows: 
 AGREEMENTS 
 1. Amendments. 

(a) The following paragraph is added as Section 6.14 to the Loan Agreement: 

Section 6.14. Lender as Principal Depository. To maintain with Lender the primary operating account of Borrower and its
Domestic Subsidiaries, including maintaining with Lender all business, cash management, operating and administrative deposit accounts, subject to compliance with Borrower’s investment policy as in effect from time to time. 

(b) Section 7.11 of the Loan Agreement is hereby deleted in its entirety. 

2. No Other Amendment. Except as specifically modified or amended herein, all terms, provisions and requirements of the Loan
Agreement shall remain as written. 
 3. Reaffirmation. Borrower hereby reaffirms all covenants, conditions,
representations and warranties contained in the Loan Agreement, as amended by this Amendment. 






 4. Counterparts. This Amendment may be executed in counterpart originals, no one of
which need contain the signature of all parties, but all of which together shall constitute one and the same instrument. 
 5.
Governing Law. This Amendment and all other Loan Documents shall be governed by, and construed in accordance with, the laws of the State of Texas, excluding those laws relating to the resolution of conflicts between laws of different
jurisdictions. 
 6. Headings. The headings preceding the text of the paragraphs of this Amendment have been inserted
solely for convenience of reference and shall neither constitute a part of this Amendment nor affect its meaning, interpretation, or effect. 
 NOTICE TO COMPLY WITH STATE LAW 
 For the purpose of this Notice, the term
“WRITTEN AGREEMENT” shall mean this Amendment, the Loan Agreement, and the other Loan Documents, together with each and every other document relating to and/or securing the Loans, regardless of the date of execution. 

NOTICE OF FINAL AGREEMENT 
 THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. 

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

[Signatures on the following pages] 

  
 2 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the date first above written. 
  

					
	LENDER:
	
	THE FROST NATIONAL BANK, a national banking association
		
	By:	 	 /s/ Larry Hammonds

	Name:	 	Larry Hammonds
	Title:	 	Marketing President
	
	BORROWER:
	
	OYO GEOSPACE CORPORATION, a Delaware corporation
		
	By:	 	 /s/ Thomas T. McEntire

		 	Thomas T. McEntire, Chief Financial Officer and Secretary
	
	GUARANTORS:
	
	OYOG OPERATIONS, LP
	GEOSPACE TECHNOLOGIES, LP
	OYO INSTRUMENTS, LP
	CONCORD TECHNOLOGIES, LP
	GEOSPACE ENGINEERING RESOURCES INTERNATIONAL, LP
		
	By:	 	OYOG, LLC, a Delaware limited liability company, its general partner
			
		 	By:	 	 /s/ Thomas T. McEntire

		 		 	Thomas T. McEntire, Vice President, Chief Financial Officer and Secretary



  
 Signature
Page 
 to First Amendment to Loan Agreement 







 
			
	GEOSPACE TECHNOLOGIES CORPORATION
	GEOSPACE FINANCE CORP.
	OYOG, LLC
	OYOG LIMITED PARTNER, LLC
		
	By:	 	 /s/ Thomas T. McEntire

		 	Thomas T. McEntire, Vice President, Chief Financial Officer and Secretary of each of the Guarantors named above



  
 Signature
Page 
 to First Amendment to Loan Agreement 







 SCHEDULE 1 
 TO 
 FIRST AMENDMENT TO LOAN AGREEMENT 

Guarantors 
  

	(1)	OYOG Operations, LP, a Texas limited partnership 

  

	(2)	Geospace Technologies, LP, a Texas limited partnership 

  

	(3)	OYO Instruments, LP, a Texas limited partnership 

  

	(4)	Geospace Engineering Resources International, LP, a Texas limited partnership 


 

	(5)	Concord Technologies, LP, a Texas limited partnership 

  

	(6)	Geospace Technologies Corporation, a Delaware corporation 

  

	(7)	Geospace Finance Corp., a Texas corporation 

  

	(8)	OYOG, LLC, a Delaware limited liability company 

  

	(9)	OYOG Limited Partner, LLC, a Texas limited liability company 


  
 Schedule 1

 to First Amendment to Loan Agreement