8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  06/16/2006

OYO GEOSPACE CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number:  333-36727

DE	76-0447780
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

7007 Pinemont Drive, Houston, TX 77040

(Address of principal executive offices, including zip code)

(713) 986-4444

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   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))

Information to be included in the report

Item 1.01.    Entry into a Material Definitive Agreement

Concord Technologies, L.P., Geospace Engineering Resources International, LP, Geospace Technologies, LP, OYO Instruments, LP, and OYOG Operations, LP, all Texas limited partnerships (collectively, the "Borrowers"), all of which are subsidiaries of OYO Geospace Corporation, a Delaware corporation (the "Company"), entered into a Second Amendment to Loan Agreement dated June 16, 2006 with Regions Bank (f/k/a Union Planters Bank, N.A.). The Second Amendment to Loan Agreement amends the existing Loan Agreement dated November 22, 2004, among the Borrowers and Union Planters Bank, N.A. (previously filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2004, filed with the Securities and Exchange Commission on December 7, 2004), as amended by the First Amendment to Loan Agreement dated September 19, 2005 (previously filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 21, 2005) (collectiv ely, the "Loan Agreement").

The Second Amendment to Loan Agreement amends the Loan Agreement by, among other things, (i) amending the definition of "Ratio of Total Liabilities to Tangible Net Worth" to exclude certain funds allocated to the Company's Deferred Revenue account from the calculation and (ii) excluding funds allocated to the Company's expansion project, as described in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, from the calculation of the capital expenditure limitation. The Company, along with two of its other subsidiaries, are still guarantors of the Borrowers' obligations under the Loan Agreement, as amended by the Second Amendment to Loan Agreement.

The foregoing description of the Second Amendment to Loan Agreement is qualified in its entirety by reference to the Second Amendment to Loan Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated into this report by reference.

Item 9.01.    Financial Statements and Exhibits

Exhibit 10.1 Second Amendment to Loan Agreement dated June 16, 2006, between the Borrowers and Regions Bank (f/k/a Union Planters Bank, N.A.).

Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		OYO GEOSPACE CORPORATION
Date: June 30, 2006	By:	/s/    Thomas T. McEntire
		Thomas T. McEntire
		Chief Financial Officer

Exhibit Index

Exhibit No.	Description
EX-10.1	Second Amendment to Loan Agreement dated June 16, 2006, between the Borrowers and Regions Bank (f/k/a Union Planters Bank, N.A.).

EX-10.1 2 rrd123165_14610.htm SECOND AMENDMENT TO LOAN AGREEMENT DATED JUNE 16, 2006, BETWEEN THE BORROWERS AND REGIONS BANK (F/K/A UNION PLANTERS BANK, N.A.).

SECOND AMENDMENT TO LOAN AGREEMENT

This SECOND AMENDMENT TO LOAN AGREEMENT ("Amendment"), dated as of June 16, 2006, is among CONCORD TECHNOLOGIES, L.P., a Texas limited partnership ("Concord"), GEOSPACE ENGINEERING RESOURCES INTERNATIONAL, LP, a Texas limited partnership ("Engineering"), GEOSPACE TECHNOLOGIES, LP, a Texas limited partnership ("Geospace"), OYO INSTRUMENTS, LP, a Texas limited partnership ("Instruments"), and OYOG OPERATIONS, LP, a Texas limited partnership ("Operations", and together with Concord, Engineering, Geospace and Instruments, the "Borrowers"), jointly and severally, and REGIONS BANK (F/K/A UNION PLANTERS BANK, N.A.) ("Lender").

RECITALS:

WHEREAS, Borrowers and Lender entered into that certain Loan Agreement dated as of November 22, 2004, as amended by First Amendment to Loan Agreement dated as of September 19, 2005 (the "Loan Agreement").

WHEREAS, pursuant to the Agreement, OYO Geospace Corporation, OYOG, LLC and OYOG Limited Partner, LLC ("Guarantors") executed those certain Guaranty Agreements dated as of September 19, 2005 (the "Guaranty Agreements") pursuant to which Guarantors guaranteed to Lender the payment and performance of the Obligations (as defined in the Agreement).

WHEREAS, Borrower and Lender now desire to amend the Agreement as herein set forth.

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Certain Definitions. Effective as of date hereof, the definition of "Ratio of Total Liabilities to Tangible Net Worth" contained in Section 1.1 of the Agreement is amended to read in its entirety as follows:

"Ratio of Total Liabilities to Tangible Net Worth" means, as of any date, (a)(i) Total Liabilities (provided, however, that the Deferred Revenue account described in Parent's financial statements shall be excluded from Total Liabilities) minus (ii) Subordinated Debt divided by (b)(i) Tangible Net Worth plus (ii) Subordinated Debt.

2. Amendment to Section 8.12. Effective as of the date hereof, Section 8.12 of the Agreement shall be revised to read in its entirety as follows:

Section 8.12. Capital Expenditures. No Borrower will permit the aggregate capital expenditures of Borrowers, Guarantors and their Subsidiaries to exceed $8,000,000.00 during any fiscal year; provided, however, that the $10,000,000 expansion project at Borrowers' facility at 7007 Pinemont, Houston, Texas described in Parent's Form 10-Q, dated March 31, 2006, shall be excluded for the purposes of determining capital expenditures.

3. Acknowledgment by Borrower. Except as otherwise specified herein, the terms and provisions hereof shall in no manner impair, limit, restrict or otherwise affect the obligations of Borrowers or any third party to Lender under any Loan Document (as defined in the Loan Agreement).
4. Continued Effectiveness. Except as expressly modified by the terms and provisions hereof, each of the terms and provisions of the Loan Agreement and the other Loan Documents are hereby ratified and confirmed, and shall remain in full force and effect.
5. Governing Law. THE TERMS AND PROVISIONS HEREOF SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
6. No Oral Agreements. This Amendment, the Loan Agreement and the other Loan Documents embody the final, entire agreement among the parties hereto. There are no oral agreements among the parties hereto.

EXECUTED as of the date first above written.

BORROWERS:

CONCORD TECHNOLOGIES, LP

By: OYOG, LLC, its general partner



By: /s/ Thomas T. McEntire
Thomas T. McEntire
Vice President and Chief Financial Officer

GEOSPACE ENGINEERING RESOURCES INTERNATIONAL, LP

By: OYOG, LLC, its general partner



By: /s/ Thomas T. McEntire
Thomas T. McEntire
Vice President and Chief Financial Officer

GEOSPACE TECHNOLOGIES, LP

By: OYOG, LLC, its general partner



By: /s/ Thomas T. McEntire
Thomas T. McEntire
Vice President and Chief Financial Officer

OYO INSTRUMENTS, LP

By: OYOG, LLC, its general partner



By: /s/ Thomas T. McEntire
Thomas T. McEntire
Vice President and Chief Financial Officer

OYOG OPERATIONS, LP

By: OYOG, LLC, its general partner



By: /s/ Thomas T. McEntire
Thomas T. McEntire
Vice President and Chief Financial Officer

LENDER:

REGIONS BANK



By: /s/ Ron Pfeiffer
Ron Pfeiffer
Senior Vice President

Each of the undersigned Guarantors hereby consents and agrees to this Amendment and agrees that the Guaranty Agreement executed by such Person shall remain in full force and effect and shall continue to be the legal, valid and binding obligations of such Guarantor, enforceable against such Guarantor in accordance with its terms and shall evidence such Guarantor's guaranty of the Note as renewed and extended from time to time.

OYOG, LLC



By: /s/ Thomas T. McEntire
Thomas T. McEntire
Vice President and Chief Financial Officer

OYOG LIMITED PARTNER, LLC



By: /s/ Thomas T. McEntire
Thomas T. McEntire
Manager

OYO GEOSPACE CORPORATION



By: /s/ Thomas T. McEntire
Thomas T. McEntire
Vice President and Chief Financial Officer

-----END PRIVACY-ENHANCED MESSAGE-----

EX-10.1

SECOND AMENDMENT TO LOAN AGREEMENT

This SECOND AMENDMENT TO LOAN AGREEMENT ("Amendment"), dated as of June 16, 2006, is among CONCORD TECHNOLOGIES, L.P., a Texas limited partnership ("Concord"), GEOSPACE ENGINEERING RESOURCES INTERNATIONAL, LP, a Texas limited partnership ("Engineering"), GEOSPACE TECHNOLOGIES, LP, a Texas limited partnership ("Geospace"), OYO INSTRUMENTS, LP, a Texas limited partnership ("Instruments"), and OYOG OPERATIONS, LP, a Texas limited partnership ("Operations", and together with Concord, Engineering, Geospace and Instruments, the "Borrowers"), jointly and severally, and REGIONS BANK (F/K/A UNION PLANTERS BANK, N.A.) ("Lender").

RECITALS:

WHEREAS, Borrowers and Lender entered into that certain Loan Agreement dated as of November 22, 2004, as amended by First Amendment to Loan Agreement dated as of September 19, 2005 (the "Loan Agreement").

WHEREAS, pursuant to the Agreement, OYO Geospace Corporation, OYOG, LLC and OYOG Limited Partner, LLC ("Guarantors") executed those certain Guaranty Agreements dated as of September 19, 2005 (the "Guaranty Agreements") pursuant to which Guarantors guaranteed to Lender the payment and performance of the Obligations (as defined in the Agreement).

WHEREAS, Borrower and Lender now desire to amend the Agreement as herein set forth.

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendment to Certain Definitions. Effective as of date hereof, the definition of "Ratio of Total Liabilities to Tangible Net Worth" contained in Section 1.1 of the Agreement is amended to read in its entirety as follows:

"Ratio of Total Liabilities to Tangible Net Worth" means, as of any date, (a)(i) Total Liabilities (provided, however, that the Deferred Revenue account described in Parent's financial statements shall be excluded from Total Liabilities) minus (ii) Subordinated Debt divided by (b)(i) Tangible Net Worth plus (ii) Subordinated Debt.

2. Amendment to Section 8.12. Effective as of the date hereof, Section 8.12 of the Agreement shall be revised to read in its entirety as follows:

Section 8.12. Capital Expenditures. No Borrower will permit the aggregate capital expenditures of Borrowers, Guarantors and their Subsidiaries to exceed $8,000,000.00 during any fiscal year; provided, however, that the $10,000,000 expansion project at Borrowers' facility at 7007 Pinemont, Houston, Texas described in Parent's Form 10-Q, dated March 31, 2006, shall be excluded for the purposes of determining capital expenditures.

3. Acknowledgment by Borrower. Except as otherwise specified herein, the terms and provisions hereof shall in no manner impair, limit, restrict or otherwise affect the obligations of Borrowers or any third party to Lender under any Loan Document (as defined in the Loan Agreement).
4. Continued Effectiveness. Except as expressly modified by the terms and provisions hereof, each of the terms and provisions of the Loan Agreement and the other Loan Documents are hereby ratified and confirmed, and shall remain in full force and effect.
5. Governing Law. THE TERMS AND PROVISIONS HEREOF SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
6. No Oral Agreements. This Amendment, the Loan Agreement and the other Loan Documents embody the final, entire agreement among the parties hereto. There are no oral agreements among the parties hereto.

EXECUTED as of the date first above written.

BORROWERS:

CONCORD TECHNOLOGIES, LP

By: OYOG, LLC, its general partner



By: /s/ Thomas T. McEntire
Thomas T. McEntire
Vice President and Chief Financial Officer

GEOSPACE ENGINEERING RESOURCES INTERNATIONAL, LP

By: OYOG, LLC, its general partner



By: /s/ Thomas T. McEntire
Thomas T. McEntire
Vice President and Chief Financial Officer

GEOSPACE TECHNOLOGIES, LP

By: OYOG, LLC, its general partner



By: /s/ Thomas T. McEntire
Thomas T. McEntire
Vice President and Chief Financial Officer

OYO INSTRUMENTS, LP

By: OYOG, LLC, its general partner



By: /s/ Thomas T. McEntire
Thomas T. McEntire
Vice President and Chief Financial Officer

OYOG OPERATIONS, LP

By: OYOG, LLC, its general partner



By: /s/ Thomas T. McEntire
Thomas T. McEntire
Vice President and Chief Financial Officer

LENDER:

REGIONS BANK



By: /s/ Ron Pfeiffer
Ron Pfeiffer
Senior Vice President

Each of the undersigned Guarantors hereby consents and agrees to this Amendment and agrees that the Guaranty Agreement executed by such Person shall remain in full force and effect and shall continue to be the legal, valid and binding obligations of such Guarantor, enforceable against such Guarantor in accordance with its terms and shall evidence such Guarantor's guaranty of the Note as renewed and extended from time to time.

OYOG, LLC



By: /s/ Thomas T. McEntire
Thomas T. McEntire
Vice President and Chief Financial Officer

OYOG LIMITED PARTNER, LLC



By: /s/ Thomas T. McEntire
Thomas T. McEntire
Manager

OYO GEOSPACE CORPORATION



By: /s/ Thomas T. McEntire
Thomas T. McEntire
Vice President and Chief Financial Officer