ION GEOPHYSICAL CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 8.125% SENIOR SECURED SECOND PRIORITY NOTES DUE 2018Indenture • May 13th, 2013 • Ion Geophysical Corp • Oil & gas field exploration services • New York
ION GEOPHYSICAL CORPORATION $175,000,000 8.125% Senior Secured Second Priority Notes due 2018 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 13th, 2013 • Ion Geophysical Corp • Oil & gas field exploration services • New York
ION Geophysical Corporation, a Delaware corporation (the “Company”), is issuing and selling to Citigroup Global Markets Inc. and Wells Fargo Securities, LLC (the “Representatives”), as representatives of the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated May 8, 2013, by and among the Company, the Representatives, on behalf of the Initial Purchasers, and the subsidiary guarantors named therein (the “Purchase Agreement”), $175,000,000 aggregate principal amount of 8.125% Senior Secured Second Priority Notes due 2018 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the subsidiary guarantors listed in the signature pages hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as
ION Geophysical Corporation (Delaware corporation) $175,000,000 8.125% Senior Secured Second Priority Notes due 2018 PURCHASE AGREEMENT Dated: May 8, 2013Purchase Agreement • May 13th, 2013 • Ion Geophysical Corp • Oil & gas field exploration services • New York
ION Geophysical Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $175,000,000 aggregate principal amount of its 8.125% Senior Secured Second Priority Notes due 2018 (the “Notes”). The Notes will be fully and unconditionally guaranteed (the “Guarantees”) on a senior secured basis, jointly and severally by (i) the guarantors named in Schedule 2 hereto (collectively, the “Guarantors”) and (ii) any subsidiary of the Company or the Guarantors formed or acquired after the Closing Date (as defined herein) that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns, pursuant to their guarantees. The Notes and the Guarantees are herein collectively referred to as the “Securities.” The Securities will be issued pursuant to an Indenture to be
SECOND LIEN INTERCREDITOR AGREEMENT Dated as of May 13, 2013 among CHINA MERCHANTS BANK CO., LTD., NEW YORK BRANCH as First Lien Representative and First Lien Collateral Agent for the First Lien Secured Parties, WILMINGTON TRUST, NATIONAL ASSOCIATION,...Second Lien Intercreditor Agreement • May 13th, 2013 • Ion Geophysical Corp • Oil & gas field exploration services • New York
SECOND LIEN INTERCREDITOR AGREEMENT dated as of May 13, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among CHINA MERCHANTS BANK CO., LTD., NEW YORK BRANCH (“CMB”), as administrative agent, as first lien representative for the First Lien Secured Parties (in such capacity and together with its successors in such capacity, and together with any Replacement First Lien Representative, the “First Lien Representative”) and collateral agent, (or the equivalent) for the First Lien Secured Parties (in such capacity and together with its successors in such capacity, and together with any Replacement First Lien Collateral Agent, the “First Lien Collateral Agent”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee, as second lien representative for the Second Lien Secured Parties (in such capacity and together with its successors in such capacity, the “Second Lien Representative”), U.S. Bank National Association, as coll
