THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 5th, 2009 • Ion Geophysical Corp • Measuring & controlling devices, nec • New York
This Third Amendment to Amended and Restated Credit Agreement (this “Amendment”) is made and entered into effective as of the 29th day of December, 2008 (the “Third Amendment Effective Date”), by and among ION GEOPHYSICAL CORPORATION, a Delaware corporation (the “Domestic Borrower”), ION INTERNATIONAL S.À R.L., a Luxembourg private limited company (société à responsabilité limitée), having its registered office at 560A rue de Neudorf, L-2220 Luxembourg, with a share capital of EUR12,500, and registered with the Luxembourg Register of Commerce and Companies under the number B-135.679 (the “Foreign Borrower” and together with the Domestic Borrower, the “Borrowers”), the Guarantors party hereto (the “Guarantors”), the Lenders party hereto, and HSBC BANK USA, N.A. (“HSBC”), as Administrative Agent.
ASSIGNMENT AGREEMENTAssignment Agreement • January 5th, 2009 • Ion Geophysical Corp • Measuring & controlling devices, nec
This Assignment Agreement is entered into as of the 30th day of December 2008, by and among 3226509 Nova Scotia Company, a Nova Scotia, Canada, unlimited liability company (“Buyer”), ARAM Systems Ltd., an Alberta, Canada, corporation (“ARAM”), Canadian Seismic Rentals Inc., an Alberta, Canada, corporation (“CSRI”), Maison Mazel Ltd. (formerly known as 1236929 Alberta Ltd. (an Alberta, Canada, corporation (“Payee”), and ION Geophysical Corporation, a Delaware, U.S.A., corporation (“ION”). Buyer, ARAM, CSRI, Payee and ION are sometimes collectively referred to in this Assignment Agreement as the “Parties”.
BRIDGE LOAN AGREEMENT dated as of December 30, 2008 Among ION GEOPHYSICAL CORPORATION, The Guarantors Party Hereto, The Lenders Party Hereto, JEFFERIES FINANCE LLC, as Administrative Agent, Sole Bookrunner and Sole Lead ArrangerBridge Loan Agreement • January 5th, 2009 • Ion Geophysical Corp • Measuring & controlling devices, nec • New York
BRIDGE LOAN AGREEMENT (this “Agreement”) dated as of December 30, 2008 (the “Effective Date”), among ION GEOPHYSICAL CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, JEFFERIES FINANCE LLC (“Jefferies”), as Administrative Agent, sole bookrunner and sole lead arranger.
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND FOREIGN SECURITY AGREEMENT, LIMITED WAIVER AND RELEASECredit Agreement • January 5th, 2009 • 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 First Amendment Effective Date, the Applicable Margin shall
RELEASE AGREEMENTRelease Agreement • January 5th, 2009 • Ion Geophysical Corp • Measuring & controlling devices, nec • Alberta
This Release Agreement is entered into this 30th day of December, 2008 by and among (i) ION Geophysical Corporation, a Delaware corporation (“ION”), (ii) 3226509 Nova Scotia Company, a Nova Scotia unlimited liability company (“Buyer”), (iii) ARAM Systems Ltd., an Alberta corporation (“ARAM”), (iv) Canadian Seismic Rentals Inc., an Alberta corporation (“CSRI” and, together with ARAM, the “Acquired Entities”), (v) Maison Mazel Ltd. (formerly known as 1236929 Alberta Ltd.) an Alberta corporation (“Maison Mazel”) and (vi) the individuals and entities (including Maison Mazel) designated as “Sellers” on the signature pages of this Release Agreement (each individually, a “Seller” and collectively, “Sellers” and, together with the Acquired Entities, the “Seller Parties”). ION, Buyer and the Seller Parties are sometimes referred to herein as the “Parties.” Capitalized terms used herein, unless otherwise defined herein, shall have the respective meanings ascribed thereto in the Purchase Agreemen
