BRIDGE LOAN AGREEMENT

Exhibit 10.5

$40,816,327.53

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 Arranger

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SCHEDULES :

Schedule 1.01A — Existing Letters of Credit

Schedule 1.01B — Permitted Liens

Schedule 2.01 — Commitments

Schedule 3.01 — Organization

Schedule 3.03 — No Violations

Schedule 3.05 — No Undisclosed Liabilities

Schedule 3.06 — Litigation

Schedule 3.07 — Compliance with Law

Schedule 3.10 — Intellectual Property

Schedule 3.12 — Environmental Compliance

Schedule 3.15 — Insurance

Schedule 3.19 — Subsidiaries

Schedule 4.01(m) — Payoffs to Other Lenders

Schedule 6.01 — Existing Indebtedness

Schedule 6.05 — Permitted Investments

Schedule 6.08 — Affiliate Transactions

Schedule 6.09 — Restrictive Agreements

Schedule 6.12 — Sales and Leasebacks

Schedule 10.04 — Competitors

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EXHIBITS:

          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.

PRELIMINARY STATEMENT:

          WHEREAS, the Borrower has previously issued that certain senior increasing rate note, dated September 18, 2008 (the “ Short-Term Bridge Note ”), in the aggregate principal amount of $40,816,327.53 in favor of Jefferies Finance CP Funding LLC, which Short-Term Bridge Note is maturing on December 31, 2008; and

          WHEREAS, the Borrower has requested that the Lenders make loans to it to repay the outstanding principal amount of the Short-Term Bridge Note, and the Lenders are willing, on the terms and subject to the conditions hereinafter set forth (including Article IV ), to extend the Commitments and make the Loans described herein to the Borrower for such purpose.

          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth herein, the Borrower, Guarantors, the Administrative Agent and the Lenders agree as follows:

ARTICLE I

Definitions

     SECTION 1.01 Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

          “ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

          “ Adjusted LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to (a) the applicable LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

          “ Administrative Agent ” means Jefferies Finance LLC, in its capacity as administrative agent for the Lenders hereunder.

          “ Administrative Questionnaire ” means an administrative questionnaire in a form supplied by the Administrative Agent.

          “ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

          “ Agreement ” has the meaning set forth in the introductory paragraph hereof.

          “ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ¹ / 2 of 1% and (c) 2.75%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively, if applicable.

          “ Applicable Margin ” means, on any day, when used in reference to any Loan the rate of interest of which is determined by reference to (i) the Adjusted LIBO Rate, a per annum percentage equal to 13.25% and (ii) the Alternate Base Rate, a per annum percentage equal to 12.25%.

          “ Approved Fund ” has the meaning assigned to such term in Section 10.04 .

          “ ARAM ” means ARAM Systems Ltd., an Alberta corporation, and its permitted successors and assigns.

          “ ARAM Acquisition ” means the acquisition of ARAM and certain of its subsidiaries or Affiliates, including Canadian Seismic Rentals, Inc., an Alberta corporation, pursuant to the terms of the ARAM Purchase Agreement.

          “ ARAM Financial Statements ” has the meaning set forth in Section 3.04(b) .

          “ ARAM Purchase Agreement ” means that certain Amended and Restated Share Purchase Agreement, dated as of September 18, 2008, by and among the Borrower, ARAM, Canadian Seismic Rentals Inc. and the “Sellers” named therein, as amended, restated, or otherwise modified from time to time.

          “ Asset Sale ” means the sale, transfer, lease or disposition by the Borrower or any of its Subsidiaries to any Person other than the Borrower or any of its Subsidiaries of (i) any of the Equity Interests in any of the Borrower’s Subsidiaries, (ii) substantially all of the assets of any division or line of business of the Borrower or any of its Subsidiaries, or (iii) any other assets (whether tangible or intangible) of the Borrower or any of its Subsidiaries (including, without limitation, any accounts receivable but excluding (a) inventory sold in the ordinary course of business, (b) Permitted Investments, (c) Margin Stock, and (d) obsolete, worn out or surplus equipment).

          “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of the Administrative Agent, if required by Section 10.04 ), and accepted by the Administrative Agent, in substantially the form of Exhibit 1.01(A) or any other form approved by the Administrative Agent.

          “ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

          “ Borrower ” has the meaning given in the preamble hereto.

          “ Borrowing ” means Loans of the same Type, made, converted or continued on the same date and, in the case of any Loan to which the LIBO Rate is applicable, as to which a single Interest Period is in effect.

          “ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City, New York or Houston, Texas are authorized or required by Law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

          “ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

          “ Change in Law ” means (a) the adoption of any Law after the date of this Agreement, (b) any change in any Law or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.13(b) , by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of Law) of any Governmental Authority made or issued after the date of this Agreement.

          “ Change of Control ” means (a) any Person or group (within the meaning of Rule 13d-5 of the Commission under the Securities Exchange Act of 1934 as in effect on the date hereof) shall become the beneficial owner (as defined in Rule 13d-3 of the Commission under the Securities Exchange Act of 1934 as in effect on the date hereof) of issued and outstanding Equity Interests of the Borrower representing more than 35% of the aggregate voting power in elections for directors of the Borrower on a fully diluted basis; or (b) a majority of the members of the board of directors of the Borrower shall cease to be either (i) Persons who were members of the board of directors on the Effective Date or (ii) Persons who became members of such board of directors after the Effective Date and whose election or nomination was approved by a vote or consent of the majority of the members of the board of directors that are either described in clause (i) above or who were elected under this clause (ii).

          “ Change of Control Offer ” has the meaning set forth in Section 2.09(b) .

          “ Change of Control Payment ” has the meaning set forth in Section 2.09(b) .

          “ Change of Control Payment Date ” has the meaning set forth in Section 2.09(b) .

          “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

          “ Commission ” means the Securities and Exchange Commission as constituted under the Securities Exchange Act of 1934, or, if at any time such Commission is not existing and performing the duties now assigned to it, then the body performing such duties at such time.

          “ Commitment ” means with respect to each Lender, the commitment of such Lender to make its Loan. The amount of each Lender’s Commitment is set forth on Schedule 2.01 , or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The aggregate amount of the Lenders’ Commitments is $40,816,327.53.

          “ Confidential Release and Termination Agreement ” means the Release and Termination Agreement, dated the date hereof, by and among the Borrower, Jefferies and Jefferies & Company, Inc.

          “ Consolidated Capital Expenditures ” means, for any period, the expenditures for additions to property, plant and equipment and other capital expenditures for such period, as the same are or would be set forth in a consolidated statement of cash flows of the Borrower and its Subsidiaries for such period.

          “ Consolidated Capital Lease Obligations ” means, for any period, the Capital Lease Obligations for such period, as the same are or would be set forth in a consolidated statement of cash flows of the Borrower and its Subsidiaries for such period.

          “ Consolidated EBITDA ” means, for any period and for any Person, Consolidated Net Income of such Person for such period plus, to the extent deducted in determining Consolidated Net Income for such period, the aggregate of (i) Consolidated Interest Expense, (ii) income tax expense and (iii) depreciation, amortization and other similar non-cash charges. The Consolidated EBITDA of any Person acquired subsequent to July 3, 2008 shall be, as of the date of acquisition, without duplication, said Person’s Consolidated EBITDA calculated for the most recently completed twelve month period ended prior to such acquisition and, thereafter, its Consolidated EBITDA calculated on a rolling four quarter basis.

          “ Consolidated Indebtedness ” means, for any period, the consolidated Indebtedness of the Borrower and its Subsidiaries determined on a consolidated basis for such period.

          “ Consolidated Interest Expense ” means, for any period and for any Person, the sum of aggregate interest expense of such Person and its Subsidiaries determined on a consolidated basis for such period.

          “ Consolidated Net Income ” means, for any period and for any Person, the net income of such Person and its subsidiaries, determined on a consolidated basis for such period, exclusive of the effect of any extraordinary gains or losses.

          “ Control ” means the power, direct or indirect, to vote 35% or more of the voting power for the election of directors (or the individuals performing similar functions) of such Person.

          “ Convertible Notes ” means any senior unsecured convertible notes, subordinated unsecured convertible notes or senior subordinated unsecured convertible notes, in each case, issued by the Borrower in one or more transactions after the Effective Date that are mandatorily convertible on a stated date into a fixed number of the Borrower’s common shares and not otherwise convertible.

          “ Convertible Preferred Stock ” means (i) the Existing Convertible Preferred Stock and (ii) any other capital stock of the Borrower, in each case, issued by the Borrower in one or more transactions after the Effective Date that are mandatorily convertible on a stated date into a fixed number of the Borrower’s common shares and not otherwise convertible.

          “ Credit Exposure ” means, with respect to any Lender at any time (i) prior to the termination or expiration of the Commitments, such Lender’s Commitment at such time and (ii) thereafter, the outstanding principal amount of such Lender’s Loans at such time.

          “ Default ” means any event or condition that constitutes an Event of Default or that upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

          “ Default Rate ” means (a) with respect to the Loans, the per annum rate of interest otherwise applicable to such Loans plus 4.00%, and (b) with respect to all other amounts, the per annum rate of interest otherwise applicable to ABR Loans plus 4.00%.

          “ Dollars ” or “$” refers to lawful money of the United States of America.

          “ Domestic Subsidiary ” means a Subsidiary organized or formed under the laws of the United States of America or any state, jurisdiction or territory thereof.

          “ Effective Date ” has the meaning given in the preamble hereto.

          “ Environmental Laws ” means all Laws, notices or agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material.

          “ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or, to the knowledge of the Borrower, threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

          “ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

          “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

          “ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

          “ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

          “ Eurodollar ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

          “ Event of Default ” has the meaning assigned to such term in Section 7.01 .

          “ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender, Issuing Lender or any other recipient of a payment to be made by or on account of any Obligation, (a) taxes imposed on or measured by its overall net income, however denominated, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located; and (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which a Lender is located.

          “ Existing ARAM Sellers’ Note ” means that certain unsecured promissory note, dated September 18, 2008, in the aggregate principal amount of $35,000,000, issued by 3226509 Nova Scotia Company, a Nova Scotia unlimited liability company and successor by assignment to the Borrower under the ARAM Purchase Agreement, made to the favor of Maison Mazel Ltd. (formerly known as 1236929 Alberta Ltd.), an Alberta corporation.

          “ Existing ARAM Sellers’ Note Guaranty ” means that certain guaranty, dated September 18, 2008, made by the Borrower to the favor of Maison Mazel Ltd. (formerly known as 1236929 Alberta Ltd.), an Alberta corporation.

          “ Existing Convertible Preferred Stock ” means those certain (i) Series D-1 Cumulative Convertible Preferred Stock issued pursuant to the terms of the Certificate of Rights and Preferences of Series D-1 Cumulative Convertible Preferred Stock dated February 16, 2005, (ii) Series D-2 Cumulative Convertible Preferred Stock issued pursuant to the terms of the Certificate of Rights and Preferences of Series D-2 Cumulative Convertible Preferred Stock dated December 6, 2007, (iii) Series D-3 Cumulative Convertible Preferred Stock issued pursuant to the terms of the Certificate of Rights and Preferences of Series D-3 Cumulative Convertible Preferred Stock dated effective as of February 21, 2008 and (iv) shares issued in accordance with the terms of Section 1(c) of that certain Agreement dated as of February 15, 2005 between the Borrower and Fletcher International, Ltd.

          “ Existing Letters of Credit ” means those certain letters of credit described on Schedule 1.01A .

          “ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

          “ Financial Officer ” means the chief financial officer, principal accounting officer, treasurer or controller of the Borrower or any authorized signatory of the Borrower.

          “ Fixed Charge Coverage Ratio ” means, at any date, the ratio of (i) Consolidated EBITDA less the sum of: (A) cash income tax expense, (B) non-financed Consolidated Capital Expenditures (it being understood and agreed that Consolidated Capital Expenditures that are financed with loans made under the Senior Credit Facility shall not constitute non-financed Consolidated Capital Expenditures) and (C) capitalized research and development costs; to (ii) the sum of (A) scheduled payments of (x) lease payments and (y) payments of principal Indebtedness, (B) Consolidated Interest Expense actually paid and (C) dividends paid in cash, in each case for the period of four consecutive fiscal quarters most recently ended on or prior to such date for which financial information is available.

          “ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

          “ Foreign Subsidiary ” means any Subsidiary of the Borrower that is not organized or incorporated in the United States or any State or territory thereof.

          “ Fourth Amendment ” means that certain Fourth Amendment to Amended and Restated Credit Agreement and Foreign Security Agreement, Limited Waiver and Release, dated

the date hereof, by and among the Borrower, ION International S.à r.l., the guarantors party thereto, the lenders party thereto and the Senior Credit Facility Administrative Agent.

          “ GAAP ” means generally accepted accounting principles in the United States of America in effect from time to time.

          “ Governmental Approval ” means (i) any authorization, consent, approval, license, waiver, ruling, permit, tariff, rate, certification, exemption, filing, variance, claim, order, judgment, decree, sanction or publication of, by or with; (ii) any notice to; (iii) any declaration of or with; or (iv) any registration by or with, or any other action or deemed action by or on behalf of, any Governmental Authority.

          “ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

          “ guarantee ” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or other obligation; provided , that the term guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

          “ Guarantees ” means the guarantees issued pursuant to this Agreement as contained in Article IX hereof.

          “ Guarantors ” means (i) ION Exploration Products (U.S.A.), Inc., a Delaware corporation, (ii) I/O Marine Systems, Inc., a Louisiana corporation, (iii) GX Technology Corporation, a Texas corporation and (iv) each of the Borrower’s existing and subsequently acquired or organized Material Domestic Subsidiaries.

          “ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law, and any petroleum, petroleum products or petroleum distillates and associated oil or natural gas exploration, production and development wastes that are not exempted or excluded from being defined as “hazardous substances”, “hazardous materials”, “hazardous wastes” and “toxic substances” under such Environmental Laws.

          “ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind (excluding deposits from customers of the Borrower or its Subsidiaries in the ordinary course of business), (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business that are not more than ninety (90) days past due), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all guarantees by such Person of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (j) any other items required to be listed as a liability under GAAP. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

          “ Indemnified Taxes ” means Taxes other than Excluded Taxes.

          “ Intangible Assets ” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs provided that Intangible Assets shall expressly exclude the multi-client data library.

          “ Intellectual Property ” has the meaning given in Section 3.10 .

          “ Interest Payment Date ” means (a) with respect to any ABR Loan, the last Business Day of each calendar month, commencing with the last Business Day of January, 2009 and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part.

          “ Interest Period ” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one month thereafter; provided , that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day; (ii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding

day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period and (iii) if any Interest Period shall end on a date that is subsequent to the Maturity Date, the last day of such Interest Period shall be deemed to be the Maturity Date regardless of whether such Interest Period shall be for a period of less than one month. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

          “ ION Financial Statements ” has the meaning set forth in Section 3.04(a) .

          “ Investment ” means (i) any direct or indirect purchase or other acquisition by the Borrower or any of its Subsidiaries of, or of a beneficial interest in, any Equity Interests of any other Person (including any Subsidiary of the Borrower) and (ii) any loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the ordinary course of business) or capital contribution by the Borrower or any of its Subsidiaries to any other Person (other than, in the case of the Borrower, to a Subsidiary of the Borrower or, in the case of a Subsidiary of the Borrower, to the Borrower or another such Subsidiary). The amount of any investment shall be the original cost of such investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

          “ Jefferies ” has the meaning given in the preamble hereto.

          “ Joinder Agreement ” means a Joinder Agreement substantially in the form of Exhibit 1.01(C) or such other form as the Administrative Agent shall approve executed by any new Material Domestic Subsidiary or any Domestic Subsidiary that previously was not is required under Section 5.09 to become a Guarantor, in each case, making such Subsidiary a Guarantor.

          “ Law ” means all laws, statutes, treaties, ordinances, codes, acts, rules, regulations, Government Approvals and Orders of all Governmental Authorities, whether now or hereafter in effect.

          “ Lenders ” means the Persons listed on the signature pages hereto as “Lenders” and any other Person that shall have become a Lender hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

          “ Leverage Ratio ” means, at any date, for the Borrower and its Subsidiaries, the ratio of (i) Total Funded Debt as of such date to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date for which financial information is available.

          “ LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, the greater of (i) 1.75% and (ii) the rate appearing on Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of

providing quotations of interest rates applicable to deposits in the relevant currency in the London interbank market) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, as the rate for deposits in Dollars with a maturity comparable to such Interest Period. In the event that such rate referred to in clause (ii) of the immediately preceding sentence is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the greater of (i) 1.75% and (ii) the rate at which the Administrative Agent is offered deposits in Dollars in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period for the number of days comprised therein and in an amount comparable to its portion of the amount of such Eurodollar Borrowing to be outstanding during such Interest Period.

          “ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset to secure or provide for the payment of any obligation of any Person, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

          “ Loan Documents ” means this Agreement, any promissory notes executed in connection herewith, any Joinder Agreements and any other agreements and documents executed and delivered in connection with this Agreement.

          “ Loan ” means any Loan made pursuant to Section 2.01 hereof.

          “ Margin Stock ” shall have the meaning given to such term in Board Regulation U.

          “ Material Adverse Effect ” means a material adverse effect on (i) the business, assets, operations, property or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of any of the Obligors to perform its obligations under the Loan Documents to which such Obligor is a party, (iii) the validity or enforceability of any of the Loan Documents, or (iv) the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents.

          “ Material Contract ” means any contract or agreement, written or oral, to which the Borrower or any of its Subsidiaries is a party (other than the Loan Documents) that is listed as a “Material Contract” in the most recently filed Annual Report of the Borrower on Form 10-K, or in any Quarterly Report of the Borrower on Form 10-Q or Current Report of the Borrower on Form 8-K filed thereafter (each as may be amended) until the Form 10-K for the immediately succeeding fiscal year is filed, as each such contract or agreement may be amended, supplemented or otherwise modified from time to time.

          “ Material Domestic Subsidiary ” means a Subsidiary of the Borrower that (i) is a Domestic Subsidiary and (ii) holds assets having a book value of $50,000,000 or more.

          “ Material Indebtedness ” means Indebtedness (other than the Loans) or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $20,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any of its Subsidiaries in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

          “ Maturity Date ” means January 31, 2010.

          “ Moody’s ” means Moody’s Investors Service, Inc.

          “ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

          “ Net Worth ” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (i) Shareholders’ Equity of the Borrower and its Subsidiaries (ii) outstanding Convertible Preferred Stock and (iii) the outstanding Convertible Notes; provided that if the Convertible Preferred Stock and the Convertible Notes ever account for more than fifty percent (50%) of the aggregate Net Worth, any such excess over fifty percent (50%) shall not be considered in calculating Net Worth.

          “ New ARAM Sellers’ Note ” means that certain amended and restated unsecured subordinated promissory note, dated the Effective Date, in the aggregate principal amount of $35,000,000, issued by 3226509 Nova Scotia Company, a Nova Scotia unlimited liability company and successor by assignment to the Borrower under the ARAM Purchase Agreement, made to the favor of Maison Mazel Ltd. (formerly known as 1236929 Alberta Ltd.), an Alberta corporation, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

          “ New ARAM Sellers’ Note Documents ” means, collectively, the New ARAM Sellers’ Note and the New ARAM Sellers’ Note Guaranty.

          “ New ARAM Sellers’ Note Guaranty ” means that certain amended and restated subordinated guaranty, dated the Effective Date, made by the Borrower to the favor of Maison Mazel Ltd. (formerly known as 1236929 Alberta Ltd.), as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

          “ Note ” has the meaning set forth in Section 2.08(f) .

          “ Obligations ” means all of the duties, obligations (including the payment of the principal of or premium, if any, or interest on the Loans) and liabilities of any kind of the Borrower and each Guarantor hereunder or under any of the Loan Documents.

          “ Obligors ” means the Borrower and each Guarantor.

          “ Order ” means an order, writ, judgment, award, injunction, decree, ruling or decision of any Governmental Authority or arbitrator.

          “ Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any of the other Loan Documents.

          “ Participant ” has the meaning set forth in Section 10.04 .

          “ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

          “ Petition Date ” has the meaning set forth in Section 9.02 .

          “ Permitted Investments ” means:

          (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed or insured by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

          (b) investments in commercial paper maturing within one year from the date of acquisition thereof and having, at such date of acquisition, a credit rating of at least A-1 from Standard & Poor’s Rating Service and P-1 from Moody’s Investor’s Service, Inc.;

          (c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within three (3) years from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the Laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000, any Lender or any Senior Credit Facility Lender;

          (d) fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

          (e) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated or invest solely in the assets described in clauses (a) through (d) above and (iii) have portfolio assets of at least $500,000,000;

          (f) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within three (3) years after the date of acquisition and having, at such date, the highest rating obtainable from either S&P or Moody’s;

          (g) any interest bearing account at, or certificate of deposit maturing not more than three (3) years after such time issued by, a U.S. savings and loan association which has a rating of “A-” or better from S&P or a rating of “A3” or better from Moody’s on its long term unsecured debt and which has combined capital and surplus and undivided profits of not less than $500,000,000;

          (h) any interest bearing account at, or certificate of deposit maturing not more than one year after such time, payable in U.S. Dollars and issued by, (i) a foreign banking institution or foreign branch of a U.S. banking institution, which banking institution has a rating of “A-” or better from S&P or a rating of “A3” or better from Moody’s on its long-term unsecured debt and combined capital and surplus and undivided profits of not less than $500,000,000, or (ii) any foreign subsidiary of a U.S. banking institution, which U.S. banking institution has a rating of “A-” or better from S&P or a rating of “A3” or better from Moody’s and which subsidiary has combined capital and surplus and undivided profits of not less than $500,000,000 or (iii) by any Lender or any Senior Facility Lender;

          (i) any evidence of Indebtedness (including variable rate demand notes), maturing not more than three (3) years after such time, issued by any State of the United States, by any county or municipality organized or incorporated under the laws of any State of the United States or by any agency or subdivision of any of the foregoing, in each case rated “A-” or better by S&P or rated “A3” or better by Moody’s;

          (j) [Intentionally omitted];

          (k) any mutual funds or similar investment vehicles investing primarily in Investments of the types set forth in the foregoing clauses (a) through (j), provided that ratings requirements shall be applicable to the mutual fund rather than the underlying Investments, as follows: such mutual funds shall, in each case, have a rating of “A-” or better from S&P or a rating of “A3” from Moody’s or a rating satisfactory to the Administrative Agent from another recognized rating agency satisfactory to the Administrative Agent, provided , however , that it is agreed that (i) any Investment which when made complies with the requirements of any of the foregoing clauses (e), (f), (g), (h), (i) or (j) may continue to be held notwithstanding that such Investment if made thereafter would not comply with such requirements; and (ii) no Investment otherwise permitted by clauses (j) or (k) shall be permitted to be made directly or indirectly through a mutual fund if, immediately before or after giving effect thereto, any Default shall have occurred and be continuing; and

          (l) with respect to the Borrower’s Foreign Subsidiaries only, any Investments outside of the United States that are the functional foreign equivalents in all material respects to the investments described in the foregoing clauses (a) through (k) of this definition.

          “ Permitted Liens ” means:

          (a) Liens that secure Indebtedness incurred under the Senior Credit Facility pursuant to clause (e) of Section 6.01 ;

          (b) any Lien on any property or asset of the Borrower or any Subsidiary of the Borrower existing on July 3, 2008 and identified on Schedule 1.01B hereto;

          (c) Liens that secure Indebtedness permitted by clause (c) of Section 6.01 ;

          (d) any Liens arising out of the refinancing, extension, renewal or refunding of any Indebtedness secured by any Lien permitted by any of the foregoing clauses, provided that such Indebtedness is not increased except for increases in an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, renewal, refinancing, or replacement and in an amount equal to any existing commitments unutilized thereunder, and is not secured by any additional assets;

          (e) Liens imposed by Law for taxes that are not yet due or are being contested in compliance with Section 5.04 ;

          (f) Statutory Liens of landlords, statutory liens of banks and rights of setoff, carriers’, warehousemen’s, mechanics’, materialmen’s, workmen’s, repairmen’s, employees’ and other like Liens imposed by Law, arising in the ordinary course of business and securing obligations that are not overdue by more than sixty (60) days or are being contested in compliance with Section 5.04 ;

          (g) Liens, pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance, other social security Laws or regulations and by other similar Laws;

          (h) Liens, deposits or pledges to secure the performance of bids, tenders, trade contracts, leases, statutory obligations, government contracts, surety and appeal bonds, performance bonds, return-of-money-bonds and other obligations of a like nature, in each case in the ordinary course of business;

          (i) easements, zoning restrictions, rights-of-way, licenses, restrictions on the use of property or other minor imperfections in title and similar encumbrances on real property and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower and its Subsidiaries;

          (j) leases or subleases granted to third parties in accordance with any applicable terms of the Loan Documents and not interfering in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries;

          (k) Liens in favor of customs and revenue authorities arising as a matter of Law to secure payment of customs duties in connection with the importation of goods;

          (l) any zoning or similar Law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

          (m) Liens securing obligations (other than obligations representing Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements (but not Swap Agreements) entered into in the ordinary course of business of the Borrower and its Subsidiaries;

          (n) licenses of patents, trademarks and other intellectual property rights granted by the Borrower or any of its Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of the business of the Borrower and its Subsidiaries;

          (o) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business;

          (p) any obligations or duties affecting any of the property of any Person to any municipality or public authority with respect to any franchise, grant, license or permit which do not materially impair the use of such property for the purposes for which it is held;

          (q) Liens on cash deposits in the nature of a right of setoff, banker’s lien, counterclaim or netting of cash amounts owed arising in the ordinary course of business on deposit accounts;

          (r) Liens on cash collateral or Permitted Investments for the Existing Letters of Credit and letters of credit permitted under Section 6.01(h) , not to exceed the face amount thereof;

          (s) Liens reserved in leases for rent and for compliance with the terms of the lease in the case of leasehold estates;

          (t) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary of the Borrower or existing on any property or asset of any Person that becomes a Subsidiary after July 3, 2008 prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other Property or assets of the Borrower or any Subsidiary of the Borrower, (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and (iv) such Lien, unless otherwise permitted hereunder, is terminated within ninety (90) days of such Person’s becoming a Subsidiary;

          (u) any Liens on capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such Liens secure Indebtedness permitted by clause (j) of Section 6.01 , (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 80% of the cost of acquiring, constructing or improving such fixed or capital assets, and (iv) such Liens shall not apply to any other property of the Borrower or any of its Subsidiaries;

          (v) any Liens created pursuant to any Swap Agreement (i) with any Senior Credit Facility Lender or any Affiliate of such Senior Credit Facility Lender, or (ii) with any other Person, provided that the aggregate value of the obligation secured by all such Liens permitted by this clause (v)(ii) shall not exceed $3,000,000 in the aggregate at any one time outstanding;

          (w) Liens to secure Capital Lease Obligations permitted under Sections 6.01(g) and 6.01(s) ; provided that such Liens attach only to the Property that is the subject of such Capital Lease Obligation;

          (x) any Liens securing purchase money indebtedness;

          (y) any extension, renewal or replacement of the foregoing, provided that the Liens permitted hereunder shall not secure any additional Indebtedness (other than any refinancing thereof) or encumber any additional property (other than a substitution of like property); and

          (z) liens on Margin Stock.

          “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

          “ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

          “ Prime Rate ” means the prime lending rate of interest per annum publicly announced from time to time by HSBC Bank USA, N.A., as its prime rate in effect at its principal office located in New York, New York as set forth on the British Bankers’ Association Telerate Page 5 for such day (or such other page as may replace such page for the purpose of displaying such rate); each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective. !

          “ Register ” has the meaning set forth in Section 10.04 .

          “ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

          “ Required Lenders ” means, at any time, Lenders having Credit Exposures representing more than 50.0% of the aggregate amount of all Credit Exposures at such time.

          “ Response ” means (a) “response” as such term is defined in CERCLA, 42 U.S.C. §9601(24), and (b) all other actions required by any Governmental Authority or voluntarily undertaken to: (i) clean up, remove, treat, abate, or in any other way address any Hazardous Material in the environment; (ii) prevent the release or threatened release of any Hazardous Material; or (iii) perform studies and investigations in connection with, or as a precondition to, clause (i) or (ii) above.

          “ Restricted Payment ” means: (i) any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any

sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower, or any of its Subsidiaries or any option, warrant or other right to acquire any such Equity Interests in the Borrower or any of its Subsidiaries, or (ii) any principal repayment, defeasance, sinking fund or similar deposit, whether in cash, securities or other property, of the New ARAM Sellers’ Note.

          “ Sale/Leaseback Agreement ” means a five-year amortizing equipment lease financing facility in an original principal amount not exceeding $41,000,000, entered into by the Borrower or one or more of its Subsidiaries, pursuant to which the Borrower or such Subsidiaries shall sell and lease back equipment or inventory, primarily located in Canada, on terms reasonably satisfactory to (i) if the Senior Credit Facility is then outstanding, the Senior Credit Facility Administrative Agent or (ii) if the Senior Credit Facility is not then outstanding, the Administrative Agent.

          “ S&P ” means Standard & Poor’s Rating Services, a division of the McGraw Hill Companies, Inc.

          “ Senior Credit Facility ” means that certain Amended and Restated Credit Agreement, dated as of July 3, 2008, among, inter alios , the Borrower, ION International S.à r.l., a Luxembourg private limited company (société à responsabilité limitée), as the foreign borrower, the other Subsidiaries of the Borrower that are party thereto, as guarantors, the lenders party thereto, HSBC Bank USA, N.A., as administrative agent (in such capacity, the “ Senior Credit Facility Administrative Agent ”), and the other agents party thereto, as amended by that certain First Amendment to Amended and Restated Credit Agreement and Domestic Security Agreement, dated as of September 17, 2008, that certain Second Amendment to Amended and Restated Credit Agreement, dated as of October 17, 2008, the Third Amendment and the Fourth Amendment and the same as may be further amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

          “ Senior Credit Facility Lender ” means a Lender (as defined in the Senior Credit Facility).

          “ Senior Credit Facility Lender Swap Agreement ” means a Lender Swap Agreement (as defined in the Senior Credit Facility).

          “ Senior Credit Facility Loan Documents ” means the Senior Credit Facility and the Loan Documents (as defined therein), in each case, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

          “ Shareholders’ Equity ” means, as of any date of determination, consolidated shareholders’ equity of the Borrower and its Subsidiaries as of the last day of the most recently ended fiscal quarter of the Borrower and its Subsidiaries for which financial statements are available determined in accordance with GAAP.

          “ Short-Term Bridge Note ” has the meaning set forth in the recitals hereto.

          “ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus

the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

          “ Subordinated Indebtedness ” means unsecured Indebtedness of the Borrower and its Subsidiaries, provided such Indebtedness (a) is subordinate in payment to the Obligations pursuant to subordination provisions approved in writing by the Administrative Agent, (b) does not have a maturity date shorter than one (1) year following the Maturity Date and (c) has terms that are no more restrictive than the terms of the Loan Documents and which provide they may not be amended in any manner less favorable to the Borrower or any of its Subsidiaries party thereto without the consent of the Administrative Agent and the Required Lenders, provided that, after giving effect to the issuance of such Indebtedness, no Default or Event of Default shall have occurred or be continuing or would occur as a result thereof.

          “ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, Controlled or held, or (b) that is, as of such date, otherwise Controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

          “ Subsidiary ” means any direct or indirect subsidiary of the Borrower.

          “ Super Majority Lenders ” means, at any time, Lenders having Credit Exposures representing more than 66-2/3% of the sum of the total Credit Exposures at such time.

          “ Swap Agreement ” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that, no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or its Subsidiaries shall be a Swap Agreement.

          “ Tangible Net Worth ” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, Net Worth on that date minus the Intangible Assets of the Borrower and its Subsidiaries on such date.

          “ Tax Deferred Asset Assignment Agreement ” means that certain Assignment Agreement, dated the date hereof, by and among 3226509 Nova Scotia Company, ARAM, Canadian Seismic Rentals Inc., Maison Mazel Ltd. (formerly known as 1236929 Alberta Ltd.) and the Borrower, in form and substance reasonably satisfactory to the Administrative Agent.

          “ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

          “ Third Amendment ” means that certain Third Amendment to Amended and Restated Credit Agreement, dated December 29, 2008, by and among the Borrower, ION International S.à r.l., the guarantors party thereto, the lenders party thereto and the Senior Credit Facility Administrative Agent.

          “ Total Funded Debt ” means all funded Consolidated Indebtedness, plus Consolidated Capital Lease Obligations and issued letters of credit net of cash collateral posted to secure any such letters of credit.

          “ Transactions ” means the execution, delivery and performance by the Borrower and the Guarantors of this Agreement and the other Loan Documents, the borrowing of the Loans and the use of the proceeds thereof as provided in Section 5.08 .

          “ Type ”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

          “ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

     SECTION 1.02 Classification of Loans and Borrowings . For purposes of this Agreement, Loans may be classified and referred to by Type ( e.g. , a “Eurodollar Loan”). Borrowings also may be classified and referred to by Type ( e.g. , a “Eurodollar Borrowing”).

     SECTION 1.03 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (c) the words “herein”, “hereof” and

“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

     SECTION 1.04 Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. References to quarters and months with respect to compliance with financial covenants and financial reporting obligations of the Borrower shall be fiscal quarters and fiscal months, except where otherwise indicated.

ARTICLE II

The Credits

     SECTION 2.01 Commitments; Funding of Loans . Subject to the terms and conditions set forth herein, each Lender agrees to make term loans (with respect to such Lender, its “ Loans ”) to the Borrower in a single Borrowing on the Effective Date in an aggregate principal amount equal to such Lender’s Commitment. Once prepaid or repaid, no Loan may be reborrowed.

     SECTION 2.02 Loans and Borrowings.

          (a) The Loans to be funded on the Effective Date shall be made as part of a single Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

          (b) The Borrowing to be funded on the Effective Date shall be in Dollars and the interest rate shall be based on the Adjusted LIBO Rate. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

     SECTION 2.03 Request for Borrowing . By its execution hereof, the Borrower hereby irrevocably requests that a Borrowing be made in accordance with Sections 2.01 and 2.02 , which Borrowing shall have the following terms:

     (i) the aggregate amount of the requested Borrowing shall be $40,816,327.53 and denominated in Dollars;

     (ii) the date of such Borrowing shall be the Effective Date, which date is a Business Day;

     (iii) such Borrowing is to be a Eurodollar Borrowing;

     (iv) the initial Interest Period to be applicable thereto is one month; and

     (v) the proceeds of the requested Borrowing shall be applied by the Administrative Agent on behalf of the Borrower to the payment of all outstanding principal of the Short-Term Bridge Note.

     SECTION 2.04 [Intentionally omitted].

     SECTION 2.05 Funding of Borrowing.

          (a) Each Lender shall make the Loan to be made by it hereunder on the Effective Date by wire transfer of immediately available funds by 1:00 p.m., Eastern time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will promptly apply such Loans on behalf of the Borrower in the amounts so received, in like funds, to the payment of all outstanding principal of the Short-Term Bridge Note.

          (b) The Administrative Agent may assume that each Lender will fund the Loans to be funded by it on the Effective Date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, plus any customary charges paid by the Administrative Agent to its correspondent bank, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest rate applicable to such Borrowings. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

     SECTION 2.06 Applicable Interest Period.

          On the last day of the Interest Period applicable to each Borrowing, such Borrowing shall, subject to Section 2.12 , be continued as a Eurodollar Borrowing having an

Interest Period of one month; provided , however , that if pursuant to Section 2.12 , such Borrowing is converted into an ABR Borrowing, such Eurodollar Borrowing shall be converted into an ABR Borrowing.

          If the Administrative Agent shall have given notice to the Borrower and the Lenders that the circumstances described in clause (a) or (b) under Section 2.12 , as the case may be, no longer exist, then the ABR Borrowing then outstanding shall be converted on the day such notice is given into a Eurodollar Borrowing having an Interest Period of one month’s duration; provided that if such day is not a Business Day, such conversion shall occur on the first Business Day following such day.

          Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

     SECTION 2.07 Termination of Commitments.

          The Commitments shall terminate at the earlier of (i) the making of the Loans and (ii) 5:00pm, Eastern time, on the Effective Date.

     SECTION 2.08 Repayment of Loans; Evidence of Debt.

          (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Maturity Date.

          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal of or premium, if any, or interest on such Loan payable and paid to such Lender from time to time hereunder.

          (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type, the currency in which said Loan was made thereof and the Interest Period applicable thereto, (ii) the amount of any principal of or premium, if any, or interest on such Loan due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

          (d) Repayments of any Loan or any Borrowing shall only be made in Dollars.

          (e) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

          (f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note (each, a “ Note ”) payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) substantially in the form of Exhibit 2.08(f) hereto. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.04 ) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

     SECTION 2.09 Prepayment of Loans.

          (a) Optional Prepayments . The Borrower shall have the right at any time and from time to time to prepay the Loans in whole or in part, subject to prior notice in accordance with the last sentence of this clause (a). Each prepayment pursuant to this clause (a) shall be made with accrued and unpaid interest thereon to the date of such prepayment and applied to reduce pro rata all of the Loans. The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment under this clause (a) not later than 1:00 p.m., Eastern time, three (3) Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount of at least $1,000,000 and increments of $1,000,000.

          (b) Change of Control Offer . (i) Upon the occurrence of a Change of Control, the Borrower will make an irrevocable written offer (a “ Change of Control Offer ”) to each Lender to prepay all or any part (equal to $1,000 or an integral multiple of $1,000) of the principal of such Lender’s Loans in an amount equal to 100% of such principal amount to be prepaid plus a premium of 1.00% thereon, together with accrued and unpaid interest on such principal amount to the date of such prepayment purchase (the “ Change of Control Payment ”). Within two Business Days following any Change of Control, the Company will mail a notice to each Lender and the Administrative Agent describing the transaction or transactions that constitute the Change of Control and stating:

          (A) that the Change of Control Offer is being made pursuant to this Section 2.09(b) and that all principal with respect to which any Lender designates for prepayment will be prepaid;

          (B) the Change of Control Payment and the purchase date, which shall be no earlier than 15 days and no later than 30 days from the date such notice is mailed (the “ Change of Control Payment Date ”);

          (C) that each Lender electing to have all or any part of the principal of its Loans prepaid pursuant to a Change of Control Offer will be required to so notify the Administrative Agent (with a copy to the Borrower) in writing of the principal amount of such Loans to be prepaid in connection with the Change of Control Offer prior to the close of business on the third Business Day preceding the Change of Control Payment Date; and

          (D) that each Lender who has given the written notice described in clause (D) above will be entitled to withdraw its election if the Administrative Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of such Lender, the principal amount of its Loans with respect to which it has designated for prepayment, and a statement that such Lender is withdrawing its election to have such principal amount so prepaid. If the Administrative Agent receives any such withdrawal notice, it shall promptly provide a copy of the same to the Borrower.

     (ii) On the Change of Control Payment Date, the Borrower will pay to the Administrative Agent an amount equal to the Change of Control Payment in respect of the aggregate principal amount of all Loans with respect to which the Lenders thereof have designated for prepayment pursuant to written notices delivered in accordance with clause (i)(D) above (and with respect to which no such Lender subsequently withdrew such written notice pursuant to a withdrawal notice delivered in accordance with clause (i)(E) above). The Administrative Agent shall, to the extent of the funds received by the Borrower, promptly deliver to each such Lender the Change of Control Payment in respect of the aggregate principal amount of all Loans with respect to which such Lender thereof had designated for prepayment pursuant to a written notice delivered in accordance with clause (i)(D) above (and with respect to which such Lender did not subsequently withdraw such written notice pursuant to a withdrawal notice delivered in accordance with clause (i)(E) above).

     SECTION 2.10 Fees.

          (a) On the Effective Date, the Borrower shall pay to the Administrative Agent, for the account of each Lender, an upfront fee equal to five percent (5.00%) on the aggregate principal amount of the Loans to be made by such Lender on the Effective Date.

          (b) On June 30, 2009, the Borrower shall pay to the Administrative Agent, for the account of each Lender, an initial duration fee in an amount equal to three percent (3.00%) of the aggregate principal amount of the Loans of such Lender outstanding on such date.

          (c) On September 30, 2009, the Borrower shall pay to the Administrative Agent, for the account of each Lender, an additional duration fee in an amount equal to two percent (2.00%) of the aggregate principal amount of the Loans of such Lender outstanding on such date.

          (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution to the Lenders. Fees paid shall not be refundable under any circumstances.

     SECTION 2.11 Interest.

          (a) Subject to Section 10.13 , the Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin.

          (b) Subject to Section 10.13 , the Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

          (c) Notwithstanding anything to the contrary in Section 2.11(a) or (b) but, in any event, subject to Section 10.13 , at no time will the per annum interest rates specified in Sections 2.11(a) and (b) be less than the rate of 15.00% per annum or exceed the rate of 17.00% per annum, provided , that such limitation on the maximum rate of interest provided in this Section 2.11(c) shall not limit any increase in any rate of interest as a result of the provisions contained in Section 2.11(d) .

          (d) Notwithstanding the foregoing, but subject to Section 10.13 , if any Default or Event of Default shall have occurred, all outstanding principal of or unpaid premium, if any, or accrued or unpaid interest on any Loan or any unpaid fee or other amount shall bear interest at the Default Rate while such Default or Event of Default is continuing.

          (e) Subject to Section 10.13 , accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and on the Maturity Date; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

          (f) Subject to Section 10.13 , all interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

     SECTION 2.12 Alternate Rate of Interest . If prior to the commencement of any Interest Period for a Borrowing based on the Adjusted LIBO Rate:

          (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or

          (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period,

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any outstanding Eurodollar Borrowing shall be converted on the last day of the Interest

Period thereof into an ABR Borrowing, and (ii) no Eurodollar Borrowing may be continued as, nor may any ABR Borrowing be converted into, a Eurodollar Borrowing.

     SECTION 2.13 Increased Costs.

          (a) If any Change in Law shall:

     (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or

     (ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, premium, if any, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered in connection with the Loans made to the Borrower.

          (b) If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered in connection with the Loans made to the Borrower.

          (c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due from the Borrower on any such certificate within 10 days after receipt thereof.

          (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof; provided , further , that no Lender shall seek compensation from the Borrower unless such Lender is actively seeking compensation from other similarly situated borrowers as well.

     SECTION 2.14 Break Funding Payments . In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto or (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate that such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the Eurodollar market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

     SECTION 2.15 Taxes.

          (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Law.

          (b) [Intentionally omitted].

          (c) The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15 ) and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, except as a result of the finding by a court of competent jurisdiction in a final, non-appealable order that said sums were imposed as a result of the willful misconduct or gross negligence of the Administrative Agent or such Lender, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a

Lender, shall be conclusive absent manifest error. No Administrative Agent or Lender shall be entitled to receive any payment with respect to Indemnified Taxes or Other Taxes that are incurred or accrued more than 180 days prior to the date the Administrative Agent or such Lender, as the case may be, gives notice and demand thereof to the Borrower.

          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

          (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the Law of the jurisdiction in which the Borrower is located, or any treaty to which such j