AMENDED AND RESTATED SHARE PURCHASE AGREEMENT by and among ION GEOPHYSICAL CORPORATION, ARAM SYSTEMS LTD., CANADIAN SEISMIC RENTALS INC. and SELLERS Dated: September 17, 2008Share Purchase Agreement • September 23rd, 2008 • Ion Geophysical Corp • Measuring & controlling devices, nec • Alberta
This AMENDED AND RESTATED SHARE PURCHASE AGREEMENT (the “Agreement”) is made and entered into on this 17th day of September, 2008, by and among (i) ION GEOPHYSICAL CORPORATION, a Delaware corporation (“Buyer”), (ii) ARAM SYSTEMS LTD., an Alberta corporation (“ARAM”), (iii) CANADIAN SEISMIC RENTALS INC., an Alberta corporation (“CSRI” and, together with ARAM, the "Acquired Entities”), and (iv) each holder of shares of the Acquired Entities named in Exhibit A (individually, a “Seller” and collectively, “Sellers” and, together with the Acquired Entities, the “Seller Parties”). Buyer and the Seller Parties are sometimes referred to herein as the “Parties”. Certain capitalized terms used herein are defined in Article 9.
SENIOR INCREASING RATE NOTESenior Increasing Rate Note • September 23rd, 2008 • Ion Geophysical Corp • Measuring & controlling devices, nec • New York
For value received, ION Geophysical Corporation a Delaware corporation (the “Borrower”), promises to pay to the order of Jefferies Finance CP Funding LLC or its assigns (the “Lender”) the principal sum of FORTY MILLION EIGHT HUNDRED SIXTEEN THOUSAND THREE HUNDRED TWENTY-SEVEN UNITED STATES DOLLARS AND FIFTY-THREE CENTS ($40,816,327.53) and to pay interest on the outstanding principal of this Senior Increasing Rate Note (this “Note”), in accordance with the terms of this Note.
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND DOMESTIC SECURITY AGREEMENTCredit Agreement • September 23rd, 2008 • Ion Geophysical Corp • Measuring & controlling devices, nec • New York
Each change in the Applicable Margin shall take effect on each date on which such financial statements and Compliance Certificate are required to be delivered pursuant to Section 5.01, commencing with the date on which such financial statements and Compliance Certificate are required to be delivered for the four-quarter period ending June 30, 2008. Notwithstanding the foregoing, for the two (2) quarterly periods following the date of the initial Term Loan Borrowing, the Applicable Margin shall be determined at Level IV. In the event that any financial statement delivered pursuant to Section 5.01 is shown to be inaccurate when delivered (regardless of whether this Agreement or the Revolving Loan Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, and only in such case, then the
