THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
D-19
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered by their duly authorized officers as of the date first above
written.
BORROWER: OYO GEOSPACE CORPORATION, a Delaware corporation By:
Thomas T. McEntire, Chief Financial Officer and Secretary GRANTORS: 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:
Thomas T. McEntire, Vice President, Chief
Financial Officer and Secretary
GEOSPACE TECHNOLOGIES CORPORATION GEOSPACE FINANCE CORP. OYOG, LLC OYOG LIMITED
PARTNER, LLC By:
Thomas T. McEntire, Vice President, Chief Financial Officer and Secretary of
each of the Grantors named above
Signature Page
to Pledge and Security Agreement
LENDER: THE FROST NATIONAL BANK, a national banking association By:
Name:
Title:
Signature Page
to Pledge and Security Agreement
EXHIBITS AND SCHEDULES
Exhibits
Exhibit A - Grantor Joinder Agreement
Schedules
Schedule 1 - Subsidiaries
Schedule 3.3 - Places of Business, Jurisdiction Where Organized, Locations of
Collateral, etc.
Exhibits and Schedules
EXHIBIT A
TO
PLEDGE AND SECURITY AGREEMENT
Form of Grantor Joinder Agreement
GRANTOR JOINDER AGREEMENT
THIS GRANTOR JOINDER AGREEMENT dated as of
, 20
, is by
and among
, a
("New Guarantor"), OYO GEOSPACE
CORPORATION, a Delaware corporation ("Borrower"), EACH OF THE PERSONS IDENTIFIED
ON SCHEDULE 1 HERETO (collectively, "Grantors") and THE FROST NATIONAL BANK, a
national banking association ("Lender").
A. Grantors executed a Pledge and Security Agreement, dated as of March 2, 2011
(as amended, modified or supplemented, the "Security Agreement").
B. The parties hereto desire to join New Grantor as a Grantor (as such term is
defined in the Security Agreement) under the Security Agreement.
NOW THEREFORE, the parties hereto hereby agree as follows:
1. Definitions. Capitalized terms used in this Grantor Joinder Agreement, unless
otherwise defined herein, shall have the meaning ascribed to such terms in that
certain Loan Agreement, dated as of March 2, 2011, among Borrower, Guarantors
(as defined therein) and Lender (as amended, modified or supplemented, the "Loan
Agreement").
2. Joinder. Subject to the terms and conditions of this Grantor Joinder
Agreement, New Grantor is hereby joined in the Security Agreement as a Grantor,
and New Grantor hereby agrees to be bound by the terms and conditions (including
without limitation all of the representations and warranties and covenants) of
each Loan Document to which a Grantor is a party, including without limitation
the Security Agreement, as Grantor, in each case as if New Grantor were a direct
signatory thereto.
3. Effectiveness. This Grantor Joinder Agreement shall be effective upon the
execution and delivery hereof by the parties hereto.
4. Representations and Warranties. New Grantor represents and warrants to Lender
that both before and after giving effect to the consummation of this Grantor
Joinder Agreement (a) each of the representations and warranties set forth in
Loan Agreement and the other Loan Documents are, and