Form 8-K GEOSPATIAL TECHNOLOGIES Due: May 06

Section 3.02 Cross default. If the Borrower, the Guarantor(s) or any Affiliate of the Borrower (defined below) is in default under any other loan or credit advance (including any guarantee agreement or factoring) held by a Lender (each a “Other obligation“), or if there is a breach of any of the terms, covenants, agreements, conditions or provisions set forth in this Agreement, the Notes, any other credit document or any other instrument relating to this Agreement or the Notes , or should one of the Lenders conclude, in its sole discretion, that the prospect of payment of all or part of the Obligations, as modified by this Agreement, or any Other Obligations, is impaired for any reason, then the Lenders, at their option, may declare all of the Obligations, as modified by this Agreement, and any Other Obligations, together with all accrued but unpaid interest, immediately due and payable without notice, demand or presentation, or notice of intention to accelerate to the Borrower or any other person or party, all of which are hereby waived. Failure or delay in exercising said option by the Lenders shall not constitute a waiver on the part of the Borrower. ‘Amerisource has the right to exercise such option at any other time. In the event of default or event of default, the Administrative Agent, acting on the written instructions of the Lenders, shall also be entitled to exercise all other rights, remedies and remedies now or hereafter existing in equity, at law, under by law or otherwise, including, but not limited to, the right to seize all liens and security securing the Bonds. “Borrower Affiliatesmeans Geospace Engineering Resources International Inc., a Texas corporation, Geospace Finance Corp., a Texas corporation, Geospace JV, Inc., a Texas corporation, GTC, Inc., a Texas corporation, Geospace Technologies, Sucursal Sudamericana LLC, a Texas limited liability company, or any entity 20% or more owned by, or in which 20% or more voting control is held by, Maker, Geospace Engineering Resources International Inc., a Texas corporation, Geospace Finance Corp. , a Texas corporation, Geospace JV, Inc., a Texas corporation, GTC, Inc., a Texas corporation, Geospace Technologies, Sucursal Sudamericana LLC, a Texas limited liability company whether now or in the ‘coming.

Section 3.03 Cross collateralization. Except to the extent that it may be limited or prohibited by applicable law, the Borrower, the Guarantor(s) and the Affiliates of the Borrower agree and acknowledge that the Credit Documents guarantee (a) the Obligations, as extended and/or amended, including interest, late fees, charges, expenses and other amounts provided for in the Notes, other credit documents and this Agreement, (b) all other debts, obligations and liabilities of the Borrower, the Guarantor(s) and/or the Borrower’s Affiliates to each of the Lenders or Amerisource of whatever nature or character, whether existing or future, secured or unsecured, direct or indirect , fixed or contingent, primary or secondary, joint or several, or both, including, without limitation, all present and future debts, obligations and liabilities of the borrower, the guarantor(s) and/or the companies affiliates of the borrower (i) as principal, guarantor, endorser, guarantor, accommodating party or otherwise, (ii) whether by operation of law or otherwise, (iii) as a member of any partnership, joint venture, corporation, corporation, trust or other association, (iv) payable to or in favor of third parties and subsequently acquired by one of the lenders with or without the knowledge, consent or insistence of the borrower, guarantor(s), and/or Affiliates of the Borrower, or (v) relating to any service rendered by Amerisource or any Lender for the benefit of the Borrower, the Guarantor(s) and/or the Affiliates of the Borrower, including, without limit, credit cards, cash or cash management services all borrowings of which are secured by credit documents, and (c) all renewals, rearrangements, modifications and extensions of any of the foregoing.