DE | 76-0447780 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation) | Identification No.) |
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
The Fifth Amendment to Loan Agreement amends the Loan Agreement by, among other things, (i) increasing the permitted amount of the promissory note with Compass Bank, (ii) allowing for $18,000,000.00 of capital expenditures in fiscal year 2008 and $18,000,000.00 of capital expenditures in fiscal year 2009 and any fiscal year thereafter, and (iii) enabling an overdraft line of credit not to exceed $500,000.00 with a local Russian bank for OYO-GEO Impulse International, LLC, a Russian subsidiary of OYO Geospace Corporation.
The foregoing description of the Fifth Amendment to Loan Agreement is qualified in its entirety by reference to the Fifth Amendment to Loan Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated into this report by reference.
In the Promissory Note, OYOG Operations, LP, promises payment of $8,800,000.00, exclusive of interest, to Compass Bank in 239 monthly payments beginning on April 1, 2008. A final installment payment of the oustanding principal and accrued and unpaid interest is payable on March 13, 2028.
The Promissory Note is secured by a Deed of Trust, Security Agreement, Assignment of Rents and Financing Statement dated and effective as of March 13, 2008, entered into by and between OYOG Operations, LP and Compass Bank (the "Deed of Trust").
Pursuant to the Promissory Note, the Company and Geospace Technologies, LP, a Texas limited partnership and subsidiary of the Company, have each entered into separate Guarantee Agreements, both dated March 13, 2008, with Compass Bank (collectively, the "Guarantee Agreements").
The Guarantee Agreements provide for irrevocable and unconditional guarantees of full and prompt payment and performance of the guaranteed indebtednes as defined therein.
The foregoing de scriptions of the Promissory Note, Deed of Trust, and Guarantee Agreements are qualified in their entirety by reference to the Promissory Note, the Deed of Trust, the Guarantee Agreement of OYO Geospace Corporation, and the Guarantee Agreement of Geospace Technologies, LP, filed as Exhibits 10.2, 10.3, 10.4, and 10.5, respectively, to this Current Report on Form 8-K, and are incorporated into this report by reference.
10.2 Promissory Note dated March 13, 2008, made by OYOG Operations, LP payable to Compass Bank.
10.3 Deed of Trust, Security Agreement, Assignment of Rents and Financing Statement, dated March 13, 2008, by and between OYOG Operations, LP and Compass Bank.
10.4 Guaranty Agreement dated March 13, 2008, by and between OYO Geospace Corporation and Compass Bank.
10.5 Guaranty Agreement dated March 13, 2008, by and between Geospace Technologies, LP, and Compass Bank.
OYO GEOSPACE CORPORATION | ||||||||
Date: March 17, 2008 | By: | /s/ Thomas T. McEntire | ||||||
Thomas T. McEntire | ||||||||
Chief Financial Officer | ||||||||
Exhibit No. | Description | |
EX-10.1 | Fifth Amendment to Loan Agreement dated March 12, 2008, among Borrowers and Regions Bank (f/k/a Union Planters Bank, N.A.) | |
EX-10.2 | Promissory Note dated March 13, 2008, made by OYOG Operations, LP payable to Compass Bank | |
EX-10.3 | Deed of Trust, Security Agreement, Assignment of Rents and Financing Statement, dated March 13, 2008, by and between OYOG Operations, LP and Compass Bank | |
EX-10.4 | Guaranty Agreement dated March 13, 2008, by and between OYO Geospace Corporation and Compass Bank | |
EX-10.5 | Guaranty Agreement dated March 13, 2008, by and between Geospace Technologies, LP, and Compass Bank |