EX-10.1






	 
	EXECUTION VERSION

	FACILITIES AGREEMENT

	DATED 15 August, 2014

	between
SEAMAP PTE LTD
as Company
- and -
MITCHAM INDUSTRIES, INC.
as Guarantor
- and -

	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
as Lender







relating to credit facilities

in the aggregate of US$15,000,000






1






CONTENTS




Clauses Page



	 	 	 
	THIS AGREEMENT is dated

BETWEEN:

	 	, 2014










	(1)	 	SEAMAP PTE LTD (Singapore company registration no. 198703191M), having its registered office
at 51 Changi North Crescent, Singapore 499626 (the Company);






	(2)	 	MITCHAM INDUSTRIES, INC., a company incorporated under the laws of Texas, United States of
America, having its registered address at 8141 Highway 75 South, Huntsville, Texas 77340 (the
Guarantor); and






	(3)	 	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED having its registered address at 21
Collyer Quay, #14-01, HSBC Building, Singapore 049320 as lender (the Lender).





IT IS AGREED as follows:




	1.	 	INTERPRETATION





	 	 	 
	1.1	 	Definitions
	 	 	In this Agreement:

	 	 	Account means:








	 	(a)	 	the operating accounts in the name of the Company with the Lender with account
number 260-866728-178;






	 	(b)	 	the operating accounts in the name of the Company with the Lender with account
number 052-137783-001, or






	 	(c)	 	any other account (with that or another office of the Lender or with a bank or
financial institution other than the Lender) which is designated by the Lender as an
Account for the purposes of this Agreement.






Adjusted Shareholder’s Equity means at any time the aggregate of the amounts paid up or
credited as paid up on the issued ordinary share capital of the Company and the amount
standing to the credit of the reserves of the Company, including any net loans (non-trade)
due to shareholder(s) or related party(ies) and any amount credited to the share premium
account, as reflected in the Company’s most recent financial statements delivered to the
Lender in accordance with Clause 17.1, but deducting:




	 	(a)	 	any debit balance on the profit and loss account of the Company;






	 	(b)	 	(to the extent included) any provision for deferred taxation;






	 	(c)	 	(to the extent included) any amounts arising from an upward revaluation of
assets made at any time; and






	 	(d)	 	any amount in respect of any dividend or distribution declared, recommended or
made by the Company and to the extent such distribution is not provided for in the most
recent financial statements,






and so that no amount shall be included or excluded more than once.




Affiliate means a Subsidiary or a Holding Company of a person or any other Subsidiary
of that Holding Company.




Availability Period means the period from and including the date of this Agreement to and
including:




	 	(a)	 	in respect of the Term Loan, 31 August 2014; and






	 	(b)	 	in respect of a Short Term Revolving Loan or a Banker’s Guarantee under the
Banker’s Guarantee Facilities, the Final Maturity Date (unless the relevant Facility
has been varied or cancelled by the Lender pursuant to Clause 2.5),






or such other date as may be agreed between the Company and the Lender.




Banker’s Guarantee means a banker’s guarantee in form and substance to be agreed by the
Lender.




Banker’s Guarantee Facility means Banker’s Guarantee Facility 1 or Banker’s Guarantee
Facility 2, as the context so requires.




Banker’s Guarantee Facility 1 means the banker’s guarantee facility made available
under this Agreement as set out in Clause 2.3.




Banker’s Guarantee Facility 2 means the banker’s guarantee facility made available
under this Agreement as set out in Clause 2.4.




BGF Limit means BGF Limit 1 or BGF Limit 2, as the context so requires.




BGF Limit 1 has the meaning ascribed to it in Clause 2.3.




BGF Limit 2 has the meaning ascribed to it in Clause 2.4.




Borrowings means, at any time, the outstanding principal, capital or nominal amount and
any fixed or minimum premium payable on prepayment or redemption of any indebtedness for or
in respect of Financial Indebtedness (other than in respect of paragraph (h) of that
definition) and any amount raised by the issue of redeemable shares which are redeemable
before the Final Maturity Date.




Break Costs means the amount (if any) which the Lender is entitled to receive under
Clause 23.3 (Break Costs) as compensation if any part of a Loan or overdue amount is repaid
or prepaid.




Business Day means a day (other than a Saturday, Sunday or a gazetted public holiday)
on which banks are open for general business in Singapore and in any relevant financial
centre for the currency and transaction involved.




Debenture means a deed creating security over all the assets of the Company dated on or
about the date of this Agreement in favour of the Lender.




Debt means the current portion of the aggregate amount of:




	 	(a)	 	all obligations of the Company for or in respect of Borrowings; and






	 	(b)	 	Finance Charges,






as reflected in the Company’s most recent financial statements delivered to the Lender in
accordance with Clause 17.1.




Default means:




	 	(a)	 	an Event of Default; or






	 	(b)	 	an event which would be (with the expiry of a grace period, the giving of
notice or the making of any determination under the Finance Documents or any
combination of them) an Event of Default.






EBITDA means the operating profits of the Company before taxation at any time:




	 	(a)	 	before deducting any Finance Charges;






	 	(b)	 	before taking in account any items treated as exceptional or extraordinary
items; and






	 	(c)	 	before deducting any amount attributable to amortisation of goodwill and other
intangible assets or depreciation of tangible assets,






in each case, to the extent added, deducted or taken into account, as the case may be, for
the purposes of determining the profits of the Company from ordinary activities before
taxation, as reflected in the Company’s most recent financial statements delivered to the
Lender in accordance with Clause 17.1.




Event of Default means an event or circumstance specified as such in Clause 20
(Default).




Facility means a credit facility made available under this Agreement.




Facility Office means the office(s) through which the Lender will perform its
obligations under this Agreement.




Final Maturity Date means the date falling 36 months after the Utilisation Date in
respect of the Term Loan.




Finance Charges means, at any time, the aggregate amount of interest, commission, fees,
discounts, prepayment penalties or premiums and other finance payments in respect of
Borrowings whether accrued, paid or payable and whether or not capitalised by the Company:




	 	(a)	 	including the interest element of leasing and hire purchase payments;






	 	(b)	 	including any amounts paid, payable or accrued by the Company to counterparties
under any interest rate hedging instrument;






	 	(c)	 	deducting any amounts paid, payable or accrued by counterparties to the Company
under any interest rate hedging instrument; and






	 	(d)	 	deducting any interest paid, payable to or accrued to the benefit of the
Company on any deposit or bank account.






Finance Document means:




	 	(a)	 	this Agreement;






	 	(b)	 	any Security Document; and






	 	(c)	 	any other document designated as such by the Lender and the Company.






Financial Indebtedness means (without double counting) any indebtedness for or in
respect of:




	 	(a)	 	moneys borrowed;






	 	(b)	 	any acceptance credit (including any dematerialised equivalent);






	 	(c)	 	any bond, note, debenture, loan stock or other similar instrument;






	 	(d)	 	any redeemable preference share;






	 	(e)	 	any agreement treated as a finance or capital lease in accordance with
generally accepted accounting principles in the jurisdiction of incorporation of the
Company;






	 	(f)	 	receivables sold or discounted (otherwise than on a non-recourse basis);






	 	(g)	 	the acquisition cost of any asset to the extent payable after its acquisition
or possession by the party liable where the deferred payment is arranged primarily as a
method of raising finance or financing the acquisition of that asset;






	 	(h)	 	for the purposes of Clause 20.5 (cross-default) only, any derivative
transaction protecting against or benefiting from fluctuations in any rate or price
(and, except for non-payment of an amount, the then mark to market value of the
derivative transaction will be used to calculate its amount);






	 	(i)	 	any other transaction (including any forward sale or purchase agreement)
required by the generally accepted accounting principles in the jurisdiction of
incorporation of the Company to be shown a borrowing in the consolidated financial
statements of the Company;






	 	(j)	 	any counter-indemnity obligation in respect of any guarantee, indemnity, bond,
Banker’s Guarantee or any other instrument issued by a bank or financial institution,
in each case in respect of an indebtedness of a type referred to in the above
paragraph; or






	 	(k)	 	any guarantee, indemnity or similar assurance against financial loss of any
person in respect of any item referred to in the above paragraphs.






Group means the Company and its Subsidiaries.




Guarantee means:




	 	(a)	 	the initial US$15,000,000 corporate guarantee dated on or about the date of
this Agreement provided by the Guarantor in favour of the Lender, which will remain in
force until such time a subsequent corporate guarantee referred to in paragraph (b)
below is issued; or






	 	(b)	 	subject to the consent of the Lender (such consent not to be unreasonably
withheld), any subsequent corporate guarantee provided by the Guarantor in favour of
the Lender for an amount based on the outstanding principal amount under this Agreement
at the time such guarantee is issued, provided that the first such subsequent corporate
guarantee shall not be issued earlier than 12 months after the date of the initial
corporate guarantee referred to in paragraph (a), and each subsequent corporate
guarantee thereafter shall not be not earlier than 12 months after the date of the last
corporate guarantee.






Holding Company of any other person, means a company in respect of which that other
person is a Subsidiary.




Increased Cost means:




	 	(a)	 	an additional or increased cost;






	 	(b)	 	a reduction in the rate of return from the Facilities or on its overall capital
(including, without limitation, as a result of any reduction in the rate of return on
capital brought about by more capital being required to be allocated by the Lender)
which the Lender (acting reasonably) considers material; or






	 	(c)	 	a reduction of an amount due and payable under any Finance Document,






which is incurred or suffered by the Lender or any of its Affiliates but only to the
extent attributable to the Lender having entered into any Finance Document or funding or
performing its obligations under any Finance Document.




Intangible Assets means any amount attributable in respect of goodwill, patents,
rights, intellectual property assets, licences, trademarks or other intangible assets
classified as such in the Company’s most recent financial statements delivered to the Lender
in accordance with Clause 17.1.




LIBOR means, in relation to any Loan (other than a Loan in respect of a Banker’s
Guarantee Facility):




	 	(a)	 	the applicable Screen Rate; or






	 	(b)	 	(if no Screen Rate is available for the currency or Term of that Loan) the
Reference Bank Rate,






as at 11 a.m. on the Rate Fixing Day for the currency of that Loan and for a period
comparable to the Term of that Loan.




Loan means, unless otherwise stated in this Agreement, the principal amount of each
borrowing under the relevant Facility (other than a Banker’s Guarantee Facility) made
available under this Agreement or the principal amount outstanding of that borrowing.




Margin means:




	 	(a)	 	in relation to the Term Loan, 2.75 per cent.; and






	 	(b)	 	in relation to a Short Term Revolving Loan, 3.00 per cent.






Material Adverse Effect means a material adverse effect on:




	 	(a)	 	the business or financial condition of any Obligor, any member of the Group or
the Group as a whole;






	 	(b)	 	the ability of any Obligor to perform its payment obligations under any Finance
Document;






	 	(c)	 	the validity or enforceability of any Finance Document; or






	 	(d)	 	any right or remedy of the Lender in respect of a Finance Document.






Maturity Date means, for a Short Term Revolving Loan and Banker’s Guarantee, the last
day of its Term.




Maximum Validity Period means:




	 	(a)	 	in relation to a Banker’s Guarantee issued or to be issued under Banker’s
Guarantee Facility 1, 2 years from the date of the Utilisation Date; or






	 	(b)	 	in relation to a Banker’s Guarantee issued or to be issued under Banker’s
Guarantee Facility 2, 3 years from the date of the Utilisation Date






Obligor means:




	 	(a)	 	the Company;






	 	(b)	 	the Guarantor; or






	 	(c)	 	any other party to a Security Document other than the Lender.






Original Financial Statements means the audited consolidated financial statements of
the Company for the year ended 31 January 2013.




Parent means Seamap International Holdings Pte Ltd (Singapore company registration no.
199600338N).




Party means a party to this Agreement.




Rate Fixing Day means the second Business Day before the first day of a Term or such
other day as the Lender determines is generally treated as the rate fixing day in
consideration of the circumstances then prevailing.




Reference Bank Rate means the arithmetic mean of the rates (rounded upwards to four
decimal places) as supplied to the Lender at its request by the Reference Banks as the rate
at which the relevant Reference Bank could borrow funds in the London interbank market in US
Dollars for the relevant period, were it to do so by asking for and then accepting interbank
offers for deposits in reasonable market size in that currency and for that period.




Reference Banks means such banks as may be appointed by the Lender in its sole and
absolute discretion.




Repayment Instalment means each instalment for repayment of the Term Loan.




Repeating Representations means the representations which are deemed to be repeated
under Clause 16.17 (Times for making representations).




Request means a request for a Loan or a Banker’s Guarantee (as the case may be),
substantially in the form of Schedule 2 (Form of Request).




Rollover Loan means one or more Short Term Revolving Loans:




	 	(a)	 	to be made on the same day that a maturing Short Term Revolving Loan is due to
be repaid;






	 	(b)	 	the aggregate amount of which is equal to or less than the maturing Revolving
Creit Loan; and






	 	(c)	 	to be made for the purpose of refinancing a maturing Short Term Revolving Loan.






Screen Rate means the London interbank offered rate administered by ICE Benchmark
Administration Limited (or any other person which takes over the administration of that
rate) for US Dollars for the relevant period displayed on pages LIBOR01 or LIBOR02 of the
Reuters screen (or any replacement Reuters page which displays that rate) or on the
appropriate page of such other information service which publishes that rate from time to
time in place of Reuters. If such page or service ceases to be available, the Lender may
specify another page or service displaying the relevant rate after consultation with the
Company.




Security Document means:




	 	(a)	 	the Guarantee;






	 	(b)	 	the Debenture; and






	 	(c)	 	any other document evidencing or creating security to secure any obligation of
the Company to the Lender under the Finance Documents.






Security Interest means any mortgage, pledge, lien, charge, assignment, hypothecation
or security interest or any other agreement or arrangement having a similar effect.




Short Term Revolving Facility means the short term revolving facility made available
under this Agreement as set out in Clause 2.2.




Short Term Revolving Loan means each Loan under the Short Term Revolving Facility.




Singapore Dollar(s) or S$ means the lawful currency of Singapore.




Subsidiary means a subsidiary within the meaning of section 5 of the Companies Act,
Chapter 50 of Singapore.




Tax means any tax, levy, impost, duty or other charge or withholding of a similar
nature (including any related penalty or interest).




Tax Deduction means a deduction or withholding for or on account of Tax from a payment
under a Finance Document.




Tax Payment means a payment made by the Company to the Lender in any way related to a
Tax Deduction or under any indemnity given by the Company in respect of Tax under any
Finance Document.




Term means:




	 	(a)	 	in relation to the Term Loan or a Short Term Revolving Loan, each period
determined under this Agreement by reference to which interest on the Term Loan, that
Short Term Revolving Loan or an overdue amount is calculated; or






	 	(b)	 	in relation to a Banker’s Guarantee, the period from the date of issue of that
Banker’s Guarantee to its expiry date as agreed by the Lender in its sole and absolute
discretion.






Term Loan means the Loan under the Term Loan Facility.




Term Loan Facility means the term loan facility made available under this Agreement as
set out in Clause 2.1.




Term Loan Facility Commitment means US$10,000,000 to the extent not cancelled,
transferred or reduced under this Agreement.




US Dollar(s) or US$ means the lawful currency of the United States of America.




Utilisation Date means the date of the utilisation of a Facility, being the date on which
the relevant Loan is made or a Banker’s Guarantee is issued, as the context so requires.




	1.2	 	Construction






	(a)	 	In this Agreement, unless the contrary intention appears, a reference to:






	 	(i)	 	an amendment includes a supplement, novation, restatement or re-enactment and
amended will be construed accordingly;






	 	(ii)	 	assets includes present and future properties, revenues and rights of every
description;






	 	(iii)	 	an authorisation includes an authorisation, consent, approval, resolution,
licence, exemption, filing, registration or notarisation;






	 	(iv)	 	disposal means a sale, transfer, grant, lease or other disposal, whether
voluntary or involuntary, and dispose will be construed accordingly;






	 	(v)	 	indebtedness includes any obligation (whether incurred as principal or as
surety) for the payment or repayment of money;






	 	(vi)	 	know your customer requirements are the identification checks that the Lender
requests in order to meet its obligations under any applicable law or regulation to
identify a person who is (or is to become) its customer;






	 	(vii)	 	a person includes any individual, company, corporation, unincorporated
association or body (including a partnership, trust, joint venture or consortium),
government, state, agency, organisation or other entity whether or not having separate
legal personality;






	 	(viii)	 	a regulation includes any regulation, rule, official directive, request or guideline
(whether or not having the force of law but, if not having the force of law, being of a
type with which any person to which it applies is accustomed to comply) of any
governmental, inter-governmental or supranational body, agency, department or
regulatory, self-regulatory or other authority or organisation;






	 	(ix)	 	a currency is a reference to the lawful currency for the time being of the
relevant country;






	 	(x)	 	a Default being outstanding means that it has not been remedied or waived and
an Event of Default being outstanding means that it has not been remedied or waived;






	 	(xi)	 	a provision of law is a reference to that provision as extended, applied,
amended or re-enacted and includes any subordinate legislation;






	 	(xii)	 	a Clause, a Subclause or a Schedule is a reference to a clause or subclause
of, or a schedule to, this Agreement;






	 	(xiii)	 	a Party or any other person includes its successors in title, permitted assigns and
permitted transferees;






	 	(xiv)	 	a Finance Document or another document is a reference to that Finance Document
or other document as amended, modified or supplemented;





	 	 	 
	(xv)

(xvi)

(xvii)

	 	a time of day is a reference to Singapore time;

words importing the singular include the plural and vice versa; and

words importing one gender shall include all other genders.







	(b)	 	Unless the contrary intention appears, a reference to a month or months is a reference to a
period starting on one day in a calendar month and ending on the numerically corresponding day
in the next calendar month or the calendar month in which it is to end, except that:






	 	(i)	 	if the numerically corresponding day is not a Business Day, the period will end
on the next Business Day in that month (if there is one) or the preceding Business Day
(if there is not);






	 	(ii)	 	if there is no numerically corresponding day in that month, that period will
end on the last Business Day in that month; and






	 	(iii)	 	notwithstanding sub-paragraph (i) above, a period which commences on the last
Business Day of a month will end on the last Business Day in the next month or the
calendar month in which it is to end, as appropriate.






	(c)	 	Unless expressly provided to the contrary in a Finance Document, a person who is not a party
to a Finance Document may not enforce any of its terms under the Contracts (Rights of Third
Parties) Act, Chapter 53B of Singapore and, notwithstanding any term of any Finance Document,
no consent of any third party is required for any variation (including any release or
compromise of any liability) or termination of any Finance Document.






	(d)	 	Unless the contrary intention appears:






	 	(i)	 	a reference to a Party will not include that Party if it has ceased to be a
Party under this Agreement;






	 	(ii)	 	a word or expression used in any other Finance Document or in any notice given
in connection with any Finance Document has the same meaning in that Finance Document
or notice as in this Agreement; and






	 	(iii)	 	any obligation of an Obligor under the Finance Documents which is not a
payment obligation remains in force for so long as any payment obligation of an Obligor
is or may be outstanding under the Finance Documents.






	(e)	 	The headings in this Agreement do not affect its interpretation.






	2.	 	FACILITIES






	2.1	 	Term Loan Facility






Subject to the terms of this Agreement, the Lender makes available to the Company a
committed term loan facility in an aggregate amount equal to the Term Loan Facility
Commitment.




	2.2	 	Short Term Revolving Facility






Subject to the terms of this Agreement, the Lender makes available to the Company an
uncommitted multi-currency short term revolving facility up to an aggregate amount equal
to US$3,000,000 (the Short Term Revolving Facility Limit).




	2.3	 	Banker’s Guarantee Facility 1






Subject to the terms of this Agreement, the Lender makes available to the Company an
uncommitted banker’s guarantee facility under which the Company may request the Lender to
issue Banker’s Guarantees up to an aggregate amount of US$5,000,000 (the BGF 1 Limit).




	2.4	 	Banker’s Guarantee Facility 2






Subject to the terms of this Agreement, the Lender makes available to the Company an
uncommitted banker’s guarantee facility under which the Company may request the Lender to
issue Banker’s Guarantees up to an aggregate amount of US$500,000 (the BGF 2 Limit).




	2.5	 	Lender’s right of review






Notwithstanding anything herein to the contrary, express or implied, the Short Term
Revolving Facility and the Banker’s Guarantee Facilities (the Uncommitted Facilities) hereby
made or agreed to be made available from time to time to the Company shall at the absolute
discretion of the Lender be reviewed from time to time and at any such time, such review may
result in the variation, reduction or cancellation of the Uncommitted Facilities or any of
them or any part thereof subject to such terms and conditions as the Lender in its absolute
discretion deems fit (including the repayment on demand of any amount thereunder), and
nothing in this Agreement shall be deemed to impose on the Lender any obligation either at
law or in equity to make or continue to make the Uncommitted Facilities or any of them or
any part thereof available to the Company or to allow the Company to utilise or continue to
utilise the Uncommitted Facilities or any of them or any part thereof.




	3.	 	PURPOSE






	3.1	 	Term Loan






The Term Loan may only be drawn in a single tranche and used to repay amounts advanced
from Affiliates related to the acquisition of assets from Ion Geophysical Corporation.




	3.2	 	Short Term Revolving Loan






Each Short Term Revolving Loan may only be drawn in US Dollars, Singapore Dollars or such
other currency which the Lender may in its sole and absolute discretion agree for working
capital purposes.




	3.3	 	Banker’s Guarantee






	(a)	 	Banker’s Guarantees requested under Banker’s Guarantee Facility 1 may only be issued for the
purposes of performance bonds in respect of commercial contracts entered into by the Company
and any third party approved by the Lender (acting reasonably).






	(b)	 	Banker’s Guarantees requested under Banker’s Guarantee Facility 2 may only be issued for the
purposes of rental bonds in respect of lease agreements entered into by the Company and any
third party approved by the Lender (acting reasonably).





	 	 	 
	3.4	 	No obligation to monitor
	
 
	 	The Lender is not bound to monitor or verify the utilisation of a Facility.







	4.	 	CONDITIONS PRECEDENT






	4.1	 	Conditions precedent documents






	(a)	 	A Request under a Facility may not be given until the Lender has notified the Company that it
has received all of the documents and evidence set out in the relevant Part of Schedule 1
(Conditions precedent documents) in form and substance satisfactory to the Lender, unless the
requirement to deliver any document or evidence in Schedule 1 has been waived by the Lender.
If the Lender permits a Loan to be borrowed before any of the conditions precedent referred to
in this Clause 4 has been satisfied, the Company shall ensure that that condition is satisfied
within the time stipulated in writing by the Lender in its sole and absolute discretion.






	4.2	 	Further conditions precedent






The obligations of the Lender to make any Loan are subject to the further conditions
precedent that on both the date of the Request and the Utilisation Date for the Loan:




	 	(a)	 	the Repeating Representations are correct in all material respects; and






	 	(b)	 	no Default is outstanding or, in the case of a Rollover Loan, would result from
the Rollover Loan.






	5.	 	UTILISATION






	5.1	 	Giving of Requests






	(a)	 	The Company may borrow a Loan by giving to the Lender a duly completed Request.






	(b)	 	Unless the Lender otherwise agrees, the latest time for receipt by the Lender of a duly
completed Request is 11.00 a.m. one Business Day before the Rate Fixing Day for the proposed
borrowing.






	(c)	 	Each Request is irrevocable.






	5.2	 	Completion of Requests






A Request for a Loan will not be regarded as having been duly completed unless:




	 	(a)	 	it identifies the Facility the Loan applies to;






	 	(b)	 	the Utilisation Date is a Business Day falling within the Availability Period;






	 	(c)	 	in respect of a Short Term Revolving Loan, it specifies the currency of such
Loan (which shall be US Dollars, Singapore Dollars or such other currency as the Lender
may in its sole and absolute discretion agree);






	 	(d)	 	the amount of the Loan requested:






	 	(i)	 	is a minimum of US$200,000 and an integral multiple of
US$100,000, or its equivalent in Singapore Dollars, or such other amount the
Lender may in its sole and absolute discretion agree; and






	 	(ii)	 	does not exceed the maximum undrawn amount available under the
relevant Facility on the proposed Utilisation Date; and






	 	(e)	 	the proposed Term complies with this Agreement.





	 	 	 	 	 
	 	5.3	 	 	Only one Loan may be requested in a Request.

Advance of Loan








	(a)	 	The Lender is not obliged to make a Loan if as a result:






	 	(i)	 	in the case of the Term Loan, the Term Loan Facility Commitment would be
exceeded;






	 	(ii)	 	in the case of a Short Term Revolving Loan:






	 	(A)	 	the aggregate of all Short Term Revolving Loans would exceed
the Short Term Revolving Facility Limit; or






	 	(B)	 	the aggregate of all Short Term Revolving Loans and outstanding
Banker’s Guarantees issued by the Lender under the Banker’s Guarantee
Facilities would exceed US$5,000,000; or






	 	(iii)	 	the aggregate of the Loans under the Term Loan Facility, the Short Term
Revolving Facility and the outstanding amount of all Banker’s Guarantees issued by the
Lender under the Banker’s Guarantee Facilities would exceed US$15,000,000.






	(b)	 	If the conditions set out in this Agreement have been met, the Lender shall make the Loan
available to the Company on the Utilisation Date.






	6.	 	UTILISATION – BANKER’S GUARANTEE






	6.1	 	Giving of Requests






	(a)	 	The Company may request a Banker’s Guarantee to be issued by giving to the Lender a duly
completed Request.






	(b)	 	Unless the Lender otherwise agrees, the latest time for receipt by the Lender of a duly
completed Request is 11.00 a.m. 3 Business Days before the proposed Utilisation Date.






	(c)	 	Each Request is irrevocable.






	6.2	 	Completion of Requests






A Request for a Banker’s Guarantee will not be regarded as being duly completed unless:




	 	(a)	 	it identifies the relevant Banker’s Guarantee Facility under which the Banker’s
Guarantee is to be issued;






	 	(b)	 	the Utilisation Date is a Business Day falling within the Availability Period;






	 	(c)	 	the amount of the Banker’s Guarantee requested is:






	 	(i)	 	when aggregated with all other outstanding Banker’s Guarantees
issued under the same Banker’s Guarantee Facility, less than the relevant BGF
Limit; or






	 	(ii)	 	such other amount as the Lender may agree;






	 	(d)	 	the proposed beneficiary is approved by the Lender;






	 	(e)	 	the form of the Banker’s Guarantee is attached;






	 	(f)	 	the expiry date of the Banker’s Guarantee:






	 	(i)	 	does not cause the Term of the Banker’s Guarantee to exceed the
relevant Maximum Validity Period; and






	 	(ii)	 	falls on or before the Final Maturity Date; and






	 	(g)	 	the delivery instructions for the Banker’s Guarantee are specified.





	 	 	 	 	 
	 	6.3	 	 	Only one Banker’s Guarantee may be requested in a Request.

Issue of Banker’s Guarantee








If the conditions set out in this Agreement have been met, the Lender shall issue the
Banker’s Guarantee on the Utilisation Date.




	6.4	 	Extension of a Banker’s Guarantee






	(a)	 	The Company may request that a Banker’s Guarantee issued on its behalf is extended by
delivery to the Lender of a notice specifying the new proposed Maturity Date three Business
Days before the Maturity Date of that Banker’s Guarantee.






	(b)	 	The terms of each extended Banker’s Guarantee will remain the same as before the extension,
except that:






	 	(i)	 	its amount may be reduced; and






	 	(ii)	 	its Maturity Date will be the date specified in the extension request (subject
to the requirements pertaining to the expiry date set out in Clause 6.2(f)).






	(c)	 	If the conditions set out in this Agreement have been met, the Lender shall extend the
Banker’s Guarantee in the manner requested.






	6.5	 	Conditions precedent






	(a)	 	The Lender is not obliged to issue or extend any Banker’s Guarantee unless and until the
Company has paid to the Lender the Banker’s Guarantee fee referred to in Clause 7.2.






	(b)	 	The Lender is not obliged to issue or extend any Banker’s Guarantee if as a result:






	 	(i)	 	the relevant BGF Limit would be exceeded;






	 	(ii)	 	the aggregate of all Short Term Revolving Loans and outstanding Banker’s
Guarantees issued by the Lender under the Banker’s Guarantee Facilities would exceed
US$5,000,000; or






	 	(iii)	 	the aggregate of the Loans under the Term Loan Facility, the Short Term
Revolving Facility and the outstanding amount of all Banker’s Guarantees issued by the
Lender under the Banker’s Guarantee Facilities would exceed US$15,000,000.






	(c)	 	The Lender is not obliged to issue or extend any Banker’s Guarantee if either on the date of
the Request or extension request or the Utilisation Date or extension date:






	 	(i)	 	the Repeating Representations are not correct in all material respects; and/or






	 	(ii)	 	a Default or in the case of an extension, an Event of Default is outstanding or
would result from the issuance or extension of that Banker’s Guarantee.






	7.	 	BANKER’S GUARANTEE






	7.1	 	General






	(a)	 	A Banker’s Guarantee is repaid or prepaid if:






	 	(i)	 	the Company provides cash cover for that Banker’s Guarantee;






	 	(ii)	 	the maximum amount payable under the Banker’s Guarantee is reduced in
accordance with its terms; or






	 	(iii)	 	the Lender is satisfied that it has no further liability under that Banker’s
Guarantee.






The amount by which a Banker’s Guarantee is repaid or prepaid under sub-paragraphs (i)
and (ii) above is the amount of the relevant cash cover or reduction.




	(b)	 	If a Banker’s Guarantee or any amount outstanding under a Banker’s Guarantee becomes
immediately payable under this Agreement, the Company must repay or prepay that amount
immediately.






	(c)	 	Cash cover is provided for a Banker’s Guarantee if the Company pays an amount in the currency
of the Banker’s Guarantee to the Lender in the name of the Company and the following
conditions are met:






	 	(i)	 	until no amount is or may be outstanding under that Banker’s Guarantee,
withdrawals from the account may only be made to pay the Lender amounts under this
Clause; and






	 	(ii)	 	the Company has executed a security document over that account, in form and
substance satisfactory to the Lender, creating a first ranking security interest over
that account.






	(d)	 	The outstanding or principal amount of a Banker’s Guarantee at any time is the maximum amount
that is or may be payable by the Company in respect of that Banker’s Guarantee at that time.






	7.2	 	Fees in respect of Banker’s Guarantees






	(a)	 	The Company must pay to the Lender a Banker’s Guarantee fee computed at 1% per annum of the
face value of each Banker’s Guarantee requested by it for the period from the issue or
extension of that Banker’s Guarantee until its Maturity Date, subject to a minimum charge as
prescribed in the Lender’s applicable standard tariffs.






	(b)	 	All Banker’s Guarantee fees are payable upfront in advance (prior to the issue or extension
of the relevant Banker’s Guarantee).






	7.3	 	Indemnities






	(a)	 	The Company hereby undertakes to indemnify and hold harmless the Lender from and against all
liabilities, costs, losses, damages and expenses which the Lender may incur or sustain by
reason of, or arising in connection with, or by reference to, the issue of any Banker’s
Guarantee or the performance by it of the obligations expressed to be assumed by it under this
Agreement in connection with the issue of any Banker’s Guarantee, other than as a result of
gross negligence, wilful misconduct or wilful default on the part of the Lender.






	(b)	 	The Company unconditionally and irrevocably:






	 	(i)	 	confirms that the Lender is entitled to pay any demand made on it which appears
on its face to be in order and which is made in accordance with the Banker’s Guarantee
under or by reference to such Banker’s Guarantee without requiring proof or the
agreement of any Obligor that the amounts so demanded or paid are or were due and
notwithstanding that any Obligor or any other person may dispute the validity of any
such request, demand or payment;






	 	(ii)	 	authorises the Lender to exercise the rights and powers conferred on it by the
Banker’s Guarantee and confirms that the Lender shall deal in documents only and shall
not be concerned with the legality of the claim or any other underlying transaction or
any set-off, counterclaim or defence as between the Obligor and any beneficiary of a
Banker’s Guarantee;






	 	(iii)	 	agrees that the Lender need not have regard to the sufficiency, accuracy or
genuineness of any demand or any certificate or statement in connection with any demand
or any incapacity of or limitation upon the powers of any person signing or issuing
such demand, certificate or statement which appears on its face to be in order and
agrees that the Lender shall not be obliged to enquire as to any such matters and may
assume that any such demand, certificate or statement which appears on its face to be
in order is correct and properly made; and






	(c)	 	agrees to reimburse the Lender promptly after demand all moneys whatsoever paid by the Lender
as contemplated by sub-paragraph (i) above, together with interest from the time of payment to
the date of reimbursement at the rate specified in Clause 10.3 (Interest on overdue amounts),
provided that this indemnity shall not apply to any amounts which, as a result of the gross
negligence, wilful misconduct or wilful default of the Lender (as the case may be), are paid
to a person other than the beneficiary of the relevant Banker’s Guarantee specified in the
relevant demand.






	7.4	 	Demands under a Banker’s Guarantee






If the Lender receives a demand for payment under a Banker’s Guarantee, it shall notify
the Company forthwith of:




	(a)	 	the amount demanded; and






	(b)	 	the date on which it is payable,





	 	 	 	 	 
	 	7.5	 	 	and the Company shall on demand pay to the Lender such amount.

Continuing indemnity








Clauses 7.3 and 7.4 shall operate as a continuing guarantee and indemnity, shall extend
to the ultimate balance of the obligations and liabilities of the Company hereunder and
shall continue in force notwithstanding any intermediate payment in part of such obligations
or liabilities.




	7.6	 	Additional security






The obligations of the Company under Clauses 7.3 and 7.4 shall be in addition to and
shall not be in any way prejudiced by any collateral or other security now or hereafter held
by the Lender as security or any lien to which the Lender may be entitled.




	7.7	 	Preservation of rights






No invalidity or unenforceability of all or any part of this Agreement (including, without
limitation, Clauses 7.3 and 7.4) shall affect any rights of indemnity or otherwise which the
Lender would or may have in the absence of or in addition to this Agreement.




	8.	 	REPAYMENT






	8.1	 	Repayment of Term Loan






	(a)	 	The Company shall repay the Term Loan in full by 11 equal quarterly Repayment Instalments of
US$800,000 each, and a final Repayment Instalment of US$1,200,000.






	(b)	 	The first Repayment Instalment shall be repaid on the date falling 3 months after the
Utilisation Date and the final Repayment Instalment shall be repaid on or before the Final
Maturity Date.






	(c)	 	The Company irrevocably authorises the Lender to debit such amounts from the Accounts (or any
of them) or such other account in the name of the Company with the Lender as the Lender in its
sole and absolute discretion deems necessary to repay the instalments as set out in paragraph
(a) above.






	(d)	 	No amount of the Term Loan which is repaid may be re-borrowed.






	8.2	 	Repayment of Short Term Revolving Loan






	(a)	 	Subject to Clause 2.5, the Company must repay each Short Term Revolving Loan in full on its
Maturity Date.






	(b)	 	Subject to the other terms of this Agreement, any amounts repaid under paragraph (a) above
may be re-borrowed.






	8.3	 	Repayment of Banker’s Guarantees






	(a)	 	Subject to Clause 2.5, the Company must repay each Banker’s Guarantee in full on its Maturity
Date.






	(b)	 	Subject to the other terms of this Agreement, any amounts repaid under paragraph (a) above
may be re-utilised.






	9.	 	PREPAYMENT AND CANCELLATION






	9.1	 	Mandatory prepayment — illegality






	(a)	 	The Lender must notify the Company promptly if it becomes aware that it is unlawful in any
jurisdiction for the Lender to perform any of its obligations under a Finance Document, to
fund or maintain any Loan or to have outstanding any Banker’s Guarantee.






	(b)	 	After notification under paragraph (a) above:






	 	(i)	 	in respect of all outstanding Banker’s Guarantees:






	 	(A)	 	the Company must use its best endeavours to ensure the release
of the liability of the Lender under each outstanding Banker’s Guarantee;






	 	(B)	 	failing this, the Company must repay or prepay the Lender each
Banker’s Guarantee requested by it on the date specified in paragraph (c)
below; and






	 	(C)	 	no further Banker’s Guarantees will be issued.






	 	(ii)	 	in respect of all Loans under the Term Loan Facility and the Short Term
Revolving Facility:






	 	(A)	 	the Company must repay or prepay the Lender each Loan on the
date specified in paragraph (c) below;






	 	(B)	 	the Term Loan Facility Commitment will be immediately
cancelled; and






	 	(C)	 	no further Loan under the Short Term Revolving Facility may be
borrowed.






	(c)	 	The date for repayment or prepayment of a Loan or the Banker’s Guarantee will be:






	 	(i)	 	in the case of a Loan:






	 	(A)	 	the last day of the current Term for that Loan; or






	 	(B)	 	if earlier, the date specified by the Lender in the
notification under paragraph (a) above and which must not be earlier than the
last day of any applicable grace period allowed by law; or






	 	(ii)	 	in the case of a Banker’s Guarantee, the date specified by the Lender in the
notification under paragraph (a) above.






	9.2	 	Mandatory prepayment — change of ownership






	(a)	 	The Company must promptly notify the Lender if the Guarantor disposes of all or any part of
its interest (whether direct or indirect) in all of the issued shares of the Company (a change
of ownership).






	(b)	 	After a change of ownership, the Lender may, by notice to the Company:






	 	(i)	 	cancel the Term Loan Commitment; and






	 	(ii)	 	declare the Term Loan, together with accrued interest and all other amounts
accrued under the Finance Documents in relation to the Term Loan, to be immediately due
and payable.





	 	 	 	 	 
	 	9.3	 	 	Any such notice will take effect in accordance with its terms.

Mandatory prepayment – disposal of assets








	(a)	 	In this Subclause:






net proceeds means any amount received by the Company as consideration for a relevant
disposal to a person which is not a member of the Group, including the amount of any
intercompany loan repaid or prepaid to continuing members of the Group, less all Taxes and
reasonable costs and expenses incurred by the Company in connection with the relevant
disposal; and




relevant disposal means a disposal of any asset or business (whether by way of a share
or asset sale) acquired from ION Geophysical Corporation, other than sales of inventory in
the normal course of business.




	(b)	 	The Company must procure that the net proceeds are applied towards prepaying the Term Loan.






	(c)	 	Any prepayment under this Subclause must be made on or before the last day of the Term of the
Term Loan in which the relevant disposal occurred.






	9.4	 	Voluntary prepayment






	(a)	 	The Company may, by giving not less than 10 Business Days’ prior written notice to the
Lender, prepay any Loan at any time in whole or in part.






	(b)	 	A prepayment of part of a Loan must be in a minimum amount of US$1,000,000 and an integral
multiple of US$1,000,000, or the amount outstanding under the Loan.






	9.5	 	Automatic cancellation






The Term Loan Facility Commitment will be automatically cancelled at the close of
business on the last day of its Availability Period.




	9.6	 	Voluntary cancellation






	(a)	 	The Company may, by giving not less than 10 Business Days’ prior notice to the Lender, cancel
the unutilised amount of the Term Loan Facility Commitment in whole or in part.






	(b)	 	Partial cancellation of the Term Loan Facility Commitment must be in a minimum amount of
US$1,000,000.






	9.7	 	Involuntary prepayment and cancellation






	(a)	 	If the Company is, or will be, required to pay to the Lender:






	 	(i)	 	a Tax Payment; or






	 	(ii)	 	an Increased Cost,






the Company may, while the requirement continues, give notice to the Lender requesting
prepayment and cancellation.




	(b)	 	After notification under paragraph (a) above:






	 	(i)	 	the Company must repay or prepay each Loan and Banker’s Guarantee on the date
specified in paragraph (c) below;






	 	(ii)	 	the Term Loan Facility Commitment will be immediately cancelled; and






	 	(iii)	 	no further Loan under the Short Term Revolving Facility may be borrowed and no
further Banker’s Guarantee will be issued.






	(c)	 	The date for repayment or prepayment of a Loan and/or Banker’s Guarantee will be:






	 	(i)	 	the last day of the current Term for that Loan or in the case of a Banker’s
Guarantee, 5 Business Days after the date of the notification; or






	 	(ii)	 	if earlier, the date specified by the Company in its notification.






	9.8	 	Partial prepayment of Term Loan






	(a)	 	Except where this Clause expressly provides otherwise, any partial prepayment of the Term
Loan will be applied against the remaining Repayment Instalments pro rata.






	(b)	 	Any voluntary prepayment of a Term Loan will be applied against the remaining Repayment
Instalments in inverse order of maturity.






	(c)	 	No amount of a Term Loan prepaid under this Agreement may subsequently be re-borrowed.






	9.9	 	Re-borrowing of Short Term Revolving Loans






Any voluntary prepayment of a Short Term Revolving Loan may be re-borrowed on the terms of
this Agreement. Any mandatory or involuntary prepayment of a Short Term Revolving Loan may
not be re-borrowed.




	9.10	 	Miscellaneous provisions






	(a)	 	Any notice of prepayment and/or cancellation under this Agreement is irrevocable and must
specify the relevant date(s)






	(b)	 	All prepayments under this Agreement must be made with accrued interest on the amount prepaid
and the applicable fees in respect of the prepayment. No premium or penalty is payable in
respect of any prepayment except for Break Costs.






	(c)	 	No prepayment or cancellation is allowed except in accordance with the express terms of this
Agreement.






	(d)	 	No amount of the Term Loan Facility Commitment cancelled under this Agreement may
subsequently be reinstated.






	10.	 	INTEREST






	10.1	 	Calculation of interest






The rate of interest on each Loan for each Term is the percentage rate per annum equal
to the aggregate of the applicable:




	 	(a)	 	Margin; and






	 	(b)	 	LIBOR.






	10.2	 	Payment of interest






Except where it is provided to the contrary in this Agreement, the Company must pay
accrued interest on the Loan on the last day of each Term and also, if the Term is longer
than three months, on the dates falling at three-monthly intervals after the first day of
that Term.




	10.3	 	Interest on overdue amounts






	(a)	 	If the Company fails to pay any amount payable by it under the Finance Documents, it must
immediately on demand by the Lender pay interest on the overdue amount from its due date up to
the date of actual payment, both before, on and after judgment.






	(b)	 	Interest on an overdue amount is payable at a rate of the Lender’s prime lending rate (as
published on the Lender’s website from time to time) plus 4.75 per cent. per annum. For this
purpose, the Lender may:






	 	(i)	 	select successive Terms of any duration of up to three months; and






	 	(ii)	 	determine the appropriate Rate Fixing Day for that Term.






	(c)	 	Notwithstanding paragraph (b) above, if the overdue amount is a principal amount of the Loan
and becomes due and payable before the last day of its current Term, then:






	 	(i)	 	the first Term for that overdue amount will be the unexpired portion of that
Term; and






	 	(ii)	 	the rate of interest on the overdue amount for that first Term will be at a
rate of the Lender’s prime lending rate (as defined in Clause 10.3(b)) plus 4.75 per
cent. per annum.






After the expiry of the first Term for that overdue amount, the rate on the overdue
amount will be calculated in accordance with paragraph (b) above.




	(d)	 	Interest (if unpaid) on an overdue amount will be compounded with that overdue amount at the
end of each of its Terms but will remain immediately due and payable.






	10.4	 	Notification of rates of interest






The Lender must promptly notify the Company of the determination of a rate of interest under
this Agreement.




	10.5	 	Deduction of interest payments from Company’s account(s)






Notwithstanding anything to the contrary in this Clause 10, the Company irrevocably
authorises the Lender to debit such amounts from the Accounts (or any of them) or such other
account in the name of the Company with the Lender as the Lender in its sole and absolute
discretion deems necessary to pay any interest due from the Company under this Clause 10.




	11.	 	TERMS






	11.1	 	Term Loan






	(a)	 	The Term Loan shall have successive Terms, each of a period of 3 months or such other period
as may be agreed to by the Lender in its sole and absolute discretion.






	(b)	 	The first Term for the Term Loan will start on the Utilisation Date in relation to the Term
Loan and each subsequent Term shall start on the expiry of its preceding Term.






	11.2	 	Short Term Revolving Loans






	(a)	 	Each Short Term Revolving Loan has one Term only.






	(b)	 	The Company must select the Term for a Short Term Revolving Loan in the relevant Request.






	(c)	 	Subject to the following provisions of this Clause, each Term for a Short Term Revolving Loan
will be 1, 2 or 3 months or any other period agreed by the Company and the Lender.






	11.3	 	No overrunning the Final Maturity Date






If a Term would otherwise overrun the Final Maturity Date, it will be shortened so that
it ends on the Final Maturity Date.




	11.4	 	Other adjustments






The Lender and the Company may enter into such other arrangements as they may agree for
the adjustment of Terms and the consolidation and/or splitting of Loans.




	11.5	 	Notification






The Lender must notify the Company of the duration of each Term promptly after
ascertaining its duration.




	12.	 	MARKET DISRUPTION






	12.1	 	Market disruption






	(a)	 	If a Market Disruption Event occurs in relation to a Loan for any Term, the Lender shall
promptly notify the Company and the rate of interest on that Loan for that Term shall be the
rate per annum which is the sum of:





(i) the Margin; and




	 	(ii)	 	the rate notified by the Lender to the Company as soon as practicable and in
any event, before interest is due to be paid in respect of that Term, to be that which
expresses as a percentage rate per annum the cost to the Lender of funding that Loan
from whatever source it may reasonably select.






	(b)	 	In this Agreement “Market Disruption Event” means:






	 	(i)	 	at or about 11.00 a.m. on the Rate Fixing Day for the relevant Term the Screen
Rate is not available or the Screen Rate is zero or negative and the Lender (in its
absolute discretion) determines that adequate and fair means do not exist for
ascertaining LIBOR for the relevant Term; or






	 	(ii)	 	before close of business in Singapore on the Rate Fixing Day for the relevant
Term, the Lender notifies the Company that the cost to the Lender of obtaining matching
deposits in the relevant Interbank market would be in excess of LIBOR.






	12.2	 	Alternative basis






	(a)	 	If a Market Disruption Event occurs and the Lender so requires, the Company and the Lender
shall enter into negotiations for a period of not more than 30 days with a view to agreeing an
alternative basis for determining the rate of interest and/or funding for the affected Loan.






	(b)	 	Any alternative basis agreed will be binding on each Party.






	13.	 	TAXES






	13.1	 	Tax gross-up






	(a)	 	Each Obligor must make all payments to be made by it under the Finance Documents without any
Tax Deduction, unless a Tax Deduction is required by law.






	(b)	 	If an Obligor or the Lender is aware that the Company must make a Tax Deduction (or that
there is a change in the rate or the basis of a Tax Deduction) then it must promptly notify
the other Party.






	(c)	 	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due
from the Company will be increased to an amount which (after making the Tax Deduction) leaves
an amount equal to the payment which would have been due if no Tax Deduction had been
required.






	(d)	 	If an Obligor is required to make a Tax Deduction, it must make the minimum Tax Deduction
allowed by law and must make any payment required in connection with that Tax Deduction within
the time allowed by law.






	(e)	 	Within 30 days of making either a Tax Deduction or a payment required in connection with a
Tax Deduction, the Obligor making that Tax Deduction or payment must deliver to the Lender
evidence satisfactory to the Lender that the Tax Deduction has been made or (as applicable)
the appropriate payment has been paid to the relevant taxing authority.






	13.2	 	Tax indemnity






	(a)	 	Except as provided below, the Company must indemnify the Lender against any loss or liability
which the Lender determines has been suffered (directly or indirectly) by it for or on account
of Tax in relation to a payment received (or any payment deemed to be received) under a
Finance Document.






	(b)	 	Paragraph (a) above does not apply to:






	 	(i)	 	any Tax assessed on the Lender under the laws of the jurisdiction in which:






	 	(A)	 	the Lender is incorporated or, if different, the jurisdiction
(or jurisdictions) in which the Lender is treated as resident for tax purposes;
or






	 	(B)	 	the Lender’s Facility Office is located in respect of amounts
received or receivable in that jurisdiction,






if that Tax is imposed on or calculated by reference to the net income received
or receivable by the Lender; or




	 	(ii)	 	to the extent a loss, liability or cost is compensated for by an increased
payment under Clause 13.1 (Tax gross-up).






	(c)	 	If the Lender makes, or intends to make, a claim under paragraph (a) above, it must promptly
notify the Company of the event which will give, or has given, rise to the claim.






	13.3	 	Stamp taxes






The Company must pay and indemnify the Lender against any stamp duty, stamp duty land
tax, registration or other similar Tax payable in connection with the entry into,
performance or enforcement of any Finance Document.




	13.4	 	Goods and services tax






	(a)	 	Any amount payable under a Finance Document by the Company is exclusive of any goods and
services tax or any other Tax of a similar nature which might be chargeable in connection with
that amount. If any such Tax is chargeable, the Company must pay to the Lender (in addition to
and at the same time as paying that amount) an amount equal to the amount of that Tax.






	(b)	 	Where a Finance Document requires the Company to reimburse the Lender for any costs or
expenses, the Company must also at the same time pay and indemnify the Lender against all
goods and services tax or any other Tax of a similar nature incurred by the Lender in respect
of those costs or expenses.






	14.	 	INCREASED COSTS






	14.1	 	Increased Costs






Except as provided below in this Clause, the Company must, within five Business Days of
a demand made by the Lender, pay to the Lender the amount of any Increased Cost incurred by
the Lender or any of its Affiliates as a result of:




	 	(a)	 	the introduction of, or any change in, or any change in the interpretation,
administration or application of, any law or regulation; or






	 	(b)	 	compliance with any law or regulation made after the date of this Agreement.






	14.2	 	Exceptions






The Company need not make any payment for an Increased Cost to the extent that the
Increased Cost is:




	 	(a)	 	compensated for under another Clause or would have been but for an exception to
that Clause; or






	 	(b)	 	attributable to the Lender or its Affiliate wilfully failing to comply with any
law or regulation.






	14.3	 	Increased Cost Claims






	 	(a)	 	The Lender, if intending to make a claim pursuant to Clause ý14.1 (Increased
Costs) shall promptly upon becoming aware of the same notify the Company of the event
giving rise to the claim.






	 	(b)	 	The Lender, together with its demand, shall provide a certificate confirming
the amount and basis of calculation (in reasonable detail) of its Increased Costs.






	15.	 	PAYMENTS






	15.1	 	Place






Unless a Finance Document specifies that payments under it are to be made in another
manner, all payments by the Company under a Finance Document must be made to the Lender to
its account at such office or bank as it may notify to the Company for this purpose by not
less than five Business Days’ prior notice.




	15.2	 	Funds






Payments under the Finance Documents to the Lender must be made for value on the due
date at such times and in such funds as the Lender may specify to the Company as being
customary at the time for the settlement of transactions in the relevant currency in the
place for payment.




	15.3	 	Currency






	(a)	 	Unless a Finance Document specifies that payments under it are to be made in a different
manner, the currency of each amount payable under the Finance Documents is determined under
this Clause.






	(b)	 	Interest is payable in the currency in which the relevant amount in respect of which it is
payable is denominated.






	(c)	 	A repayment or prepayment of any principal amount is payable in the currency in which that
principal amount is denominated on its due date.






	(d)	 	Amounts payable in respect of Taxes, fees, costs and expenses are payable in the currency in
which they are incurred.






	(e)	 	Each other amount payable under the Finance Documents is payable in US Dollars, Singapore
Dollars or such other currency that was utilised.






	15.4	 	No set-off or counterclaim






All payments made by an Obligor under the Finance Documents must be made without
set-off, deduction, counterclaim, withholding or condition of any kind.




	15.5	 	Business Days






	(a)	 	If a payment under the Finance Documents is due on a day which is not a Business Day, the due
date for that payment will instead be the next Business Day in the same calendar month (if
there is one) or the preceding Business Day (if there is not).






	(b)	 	During any extension of the due date for payment of any principal under this Agreement
interest is payable on that principal at the rate payable on the original due date.






	15.6	 	Partial payments






	(a)	 	If the Lender receives a payment insufficient to discharge all the amounts then due and
payable to it under the Finance Documents, the Lender shall apply that payment towards the
obligations of the Company under the Finance Documents in the following order:






	 	(i)	 	first, in or towards payment pro rata of any unpaid fees, costs and expenses of
the Lender under the Finance Documents;






	 	(ii)	 	secondly, in or towards payment pro rata of any accrued interest or fee due but
unpaid under this Agreement;






	 	(iii)	 	thirdly, in or towards payment pro rata of any principal amount due but unpaid
under this Agreement; and






	 	(iv)	 	fourthly, in or towards payment pro rata of any other sum due but unpaid under
the Finance Documents.






	(b)	 	The Lender may vary the order set out in sub-paragraphs (a)(ii) to (iv) above.






	(c)	 	This Subclause will override any appropriation made by the Company.






	15.7	 	Timing of payments






If a Finance Document does not provide for when a particular payment is due, that
payment will be due within three Business Days of demand by the Lender.




	16.	 	REPRESENTATIONS





	 	 	 	 	 
	16.1	 	Representations
	16.2

	 	Status
	 	The representations set out in this Clause are made by the Company to the Lender.










	(a)	 	Each Obligor is a limited liability company, duly incorporated and validly existing under the
laws of its jurisdiction of incorporation.






	(b)	 	Each Obligor and member of the Group has the power to own its assets and, in the case of any
Obligor or member of the Group which is a legal entity, carry on its business as it is being
conducted.






	16.3	 	Powers and authority






Each Obligor has the power to enter into and perform, and has taken all necessary
action to authorise the entry into and performance of, the Finance Documents to which it is
or will be a party and the transactions contemplated by those Finance Documents.




	16.4	 	Legal validity






	(a)	 	Each Finance Document to which each Obligor is a party is its legally binding, valid and
enforceable obligation.






	(b)	 	Each Finance Document to which each Obligor is a party is in the proper form for its
enforcement in, as the case may be, its jurisdiction of incorporation (in the case of an
Obligor which is a legal entity) or place of residence (in the case of an Obligor who is a
natural person).






	16.5	 	Validity and admissibility in evidence






All authorisations required:




	 	(a)	 	to enable each Obligor to lawfully to enter into, exercise its rights and
comply with its obligations in the Finance Documents to which it is a party;






	 	(b)	 	to make the Finance Documents to which it is a party admissible in evidence in,
as the case may be, and each Obligor’s jurisdiction of incorporation (in the case of an
Obligor which is a legal entity) or place of residence (in the case of an Obligor who
is a natural person); and






	 	(c)	 	for each Obligor to carry on its business, and which are material,





	 	 	 
	16.6

	 	have been obtained or effected and are in full force and effect, or will when required.

Non-conflict







The entry into and performance by each Obligor of, and the transactions contemplated
by, the Finance Documents to which it is a party do not conflict with:




	 	(a)	 	any law or regulation applicable to it;






	 	(b)	 	its constitutional documents (if applicable); or






	 	(c)	 	any document which is binding upon it or its assets, a breach of which would
reasonably be expected to have a Material Adverse Effect.






	16.7	 	Governing law and enforcement






	(a)	 	The choice of Singapore law or other applicable law as the governing law of the Finance
Documents to which each Obligor is a party will be recognised and enforced in, as the case may
be, that Obligor’s jurisdiction of incorporation.






	(b)	 	Any judgment obtained in Singapore in relation to a Finance Document to which each Obligor is
a party will be recognised and enforced in its jurisdiction of incorporation.






	(c)	 	Any judgment obtained in any applicable jurisdiction referred to in a Finance Document in
relation to that Finance Document to which each Obligor (other than the Company) is a party
will be recognised and enforced in that Obligor’s jurisdiction of incorporation.






	16.8	 	No default






	(a)	 	No Default is outstanding or would reasonably be expected to result from the execution of, or
the performance of any transaction contemplated by, any Finance Document; and






	(b)	 	No other event is outstanding which constitutes a default under any document which is binding
on any Obligor or member of the Group or the assets of any Obligor or member of the Group to
an extent or in a manner which has or is likely to have a Material Adverse Effect.






	16.9	 	Deduction of Tax






No Obligor is required under the law applicable where it is incorporated or resident or at
its address specified in this Agreement to make any deduction for or on account of Tax from
any payment it may make under any Finance Document.




	16.10	 	No filing or stamp taxes






Under the law of each Obligor’s jurisdiction of incorporation, it is not necessary that the
Finance Documents to which it is a party be filed, recorded or enrolled with any court or
other authority in that jurisdiction or that any stamp, registration or similar tax be paid
on or in relation to the Finance Documents or the transactions contemplated by the Finance
Documents, save for the registration of the Debenture with the Accounting and Corporate
Regulatory Authority of Singapore and payment of stamp duty thereon.




	16.11	 	No misleading information






	(a)	 	Any written factual information provided by any Obligor or any member of the Group was true
and accurate in all material respects as at the date it was provided or as at the date (if
any) at which it is stated.






	(b)	 	Any financial projections have been prepared on the basis of recent historical information
and on the basis of reasonable assumptions.






	(c)	 	Nothing has occurred and no information has been given or withheld that results in the
information being untrue or misleading in any material respect.






	16.12	 	Financial statements






The Company’s audited financial statements most recently delivered to the Lender
(which, at the date of this Agreement, are the Original Financial Statements):




	 	(a)	 	have been prepared in accordance with accounting principles and practices
generally accepted in Singapore, consistently applied; and






	 	(b)	 	fairly represent its financial condition and operations as at the date to which
they were drawn up,





	 	 	 	 	 
	 	16.13	 	 	except, in each case, as disclosed to the contrary in those financial statements.

No material adverse change








There has been no material adverse change in the consolidated financial condition of
the Company since the date to which the Original Financial Statements were drawn up.




	16.14	 	Pari passu ranking






The Company’s payment obligations under the Finance Documents rank at least pari passu with
the claims of all its other unsecured and unsubordinated creditors, except for obligations
mandatorily preferred by law applying to companies generally.




	16.15	 	Litigation






No litigation, arbitration or administrative proceedings are current or, to the
Company’s knowledge, pending or threatened, which, if adversely determined (taking into
account the likelihood of success of those proceedings), would reasonably be expected to
have a Material Adverse Effect.




	16.16	 	Information






	(a)	 	All written information supplied by the Company to the Lender in connection with the Finance
Documents is true and accurate in all material respects as at its date or (if appropriate) as
at the date (if any) at which it is stated to be given; and






	(b)	 	the Company has not omitted to supply any information which, if disclosed, might make the
information supplied untrue or misleading in any material respect.






	16.17	 	Times for making representations






	(a)	 	The representations set out in this Clause are made by the Company on the date of this
Agreement.






	(b)	 	Unless a representation is expressed to be given at a specific date, each representation is
deemed to be repeated by the Company on the date of each Request and the first day of each
Term.






	(c)	 	When a representation in Clause 16.8(a) (No default) is repeated on a Request for a Rollover
Loan or the first day of a Term for the Term Loan (other than the first Term for the Term
Loan), the reference to a Default will be construed as a reference to an Event of Default.






	(d)	 	When a representation is repeated, it is applied to the circumstances existing at the time of
repetition.






	17.	 	INFORMATION COVENANTS






	17.1	 	Financial statements and other information






	(a)	 	The Company must supply to the Lender its management financial statements (both on a
consolidated and an unconsolidated basis) for each financial half year ended as at 31 July and
31 January respectively.






	(b)	 	All financial statements under paragraph (a) must be supplied as soon as they are available
within 120 days of the end of each financial half year.






	(c)	 	Within 180 days of each financial year ended as at 31 January, the Company must supply to the
Lender audited financial statements for that most recently ended financial year.






	17.2	 	Form of financial statements






	(a)	 	The Company must ensure that each set of financial statements supplied under this Agreement
fairly represents the financial condition (consolidated or otherwise) of the Group as at the
date to which those financial statements were drawn up.






	(b)	 	The Company must notify the Lender of any change to the manner in which its audited financial
statements are prepared.






	(c)	 	If requested by the Lender, the Company must supply to the Lender:






	 	(i)	 	a full description of any change notified under paragraph (b) above; and






	 	(ii)	 	sufficient information to enable it to make a proper comparison between the
financial position shown by the set of financial statements prepared on the changed
basis and its most recent audited consolidated financial statements delivered to Lender
under this Agreement.






	(d)	 	If requested by the Lender, the Company must enter into discussions for a period of not more
than 30 days with a view to agreeing any amendments required to be made to this Agreement to
place the Company and the Lender in the same position as they would have been in if the change
had not happened.






	(e)	 	If no agreement is reached under paragraph (d) above on the required amendments to this
Agreement, the Company must ensure that its auditors certify those amendments; the certificate
of the auditors will be, in the absence of manifest error, binding on all the Parties.






	17.3	 	Information — miscellaneous






The Company must supply to the Lender:




	 	(a)	 	copies of all documents required by law to be despatched by the Company to its
shareholders (or any class of them) or its creditors generally or any class of them at
the same time as they are despatched, as reasonably requested by Lender;






	 	(b)	 	promptly upon becoming aware of them, details of any litigation, arbitration or
administrative proceedings which are current, threatened or pending and, if adversely
determined (taking into account the likelihood of success of those proceedings), could
reasonably be expected to have a Material Adverse Effect; and






	 	(c)	 	promptly on request, such further information regarding the financial condition
and operations of the Group or any other matter as the Lender may reasonably require,
except to the extent that disclosure of the information would breach any law,
regulation or duty of confidentiality.






	17.4	 	Notification of Default






	(a)	 	The Company must notify the Lender of any Default (and the steps, if any, being taken to
remedy it) promptly upon becoming aware of its occurrence.






	(b)	 	Promptly on request by the Lender, the Company must supply to the Lender a certificate,
signed by two of its authorised signatories on its behalf, certifying that no Default is
outstanding or, if a Default is outstanding, specifying the Default and the steps, if any,
being taken to remedy it.






	17.5	 	Half-year end






The Company must not, without the Lender’s prior consent, change its financial
half-year ends.




	17.6	 	Know your customer requirements






The Company must promptly on the request of the Lender supply to the Lender any
documentation or other evidence which is requested by the Lender (whether for itself or on
behalf of any prospective new Lender) to enable the Lender or prospective new Lender to
carry out and be satisfied with the results of all applicable know your customer
requirements.




	18.	 	FINANCIAL COVENANTS






	18.1	 	Interpretation






	(a)	 	Except as provided to the contrary in this Agreement, an accounting term used in this Clause
is to be construed in accordance with the principles applied in connection with the Original
Financial Statements.






	(b)	 	Any amount in a currency other than Singapore Dollars is to be taken into account at its
Singapore Dollar equivalent calculated on the basis of:






	 	(i)	 	the Lender’s spot rate of exchange for the purchase of the relevant currency in
the Singapore foreign exchange market with Singapore Dollars at or about 11.00 a.m.
(Singapore time) on the day the relevant amount falls to be calculated; or






	 	(ii)	 	if the amount is to be calculated on the last day of a financial period of the
Company, the relevant rates of exchange used by the Company in, or in connection with,
its financial statements for that period.






	18.2	 	Adjusted Shareholders’ Equity






	(a)	 	The Company must ensure that its Adjusted Shareholder’s Equity (including Intangible Assets)
is not at any time less than S$15,000,000.






	(b)	 	The Company must ensure that its Intangible Assets shall not at any time exceed the amount of
its Adjusted Shareholders’ Equity.






	18.3	 	Ratio of EBITDA to Debt






The Company must ensure that its EBITDA is not at any time less than 125 per cent of
its Debt for each financial year ended 31 January.



	 	 	 	 	 
	18.4	 	Guarantor’s financial covenants
	 	18.5	 	 	The Guarantor shall comply with the financial covenants of its Credit

Agreement dated August 2, 2013 among, Mitcham Industries, Inc., The

Lenders Party Thereto and HSBC Bank USA, N.A. (as amended, varied or

supplemented from time to time). A breach of those covenants shall

constitute a breach of this provision. The Guarantor shall provide the

Lender with calculations of these covenants in a form and under the time

frame as is provided to HSBC USA, N.A under that Credit Agreement.

Provision of further guarantees








	(a)	 	If at any time the Company or the Guarantor breaches any of the covenants in this Clause 18,
the Lender may require that the Company shall, within 10 Business Days of the Lender’s demand,
procure that such further or other guarantees in favour of the Lender be provided on terms
which are satisfactory to the Lender.






	(b)	 	The Company shall provide, together with any guarantee executed pursuant to paragraph (a),
such other documents evidencing the relevant authorisations of such execution and legal
opinions reasonably requested by the Lender in form and substance satisfactory to the Lender.






	19.	 	GENERAL COVENANTS






	19.1	 	General






The Company agrees to be bound by the covenants set out in this Clause relating to it
and, where the covenant is expressed to apply to an Obligor or a member of the Group, the
Company must ensure that the Guarantor or Subsidiary (as the case may be) performs that
covenant.




	19.2	 	Change of business and alteration of constitutional documents






The Company shall not, without the prior written consent of the Lender, substantially change
the nature of its business from that carried on at the date of this Agreement, and/or alter
its constitutional documents relating to its borrowing process and principal business
activities.




	19.3	 	No change of shareholding






	(a)	 	Each Obligor shall procure that the Parent shall not, without the Lender’s prior written
consent, change its shareholding in the Company.






	(b)	 	The Guarantor shall at all times be the beneficial owner (whether directly or indirectly) of
all the issued shares of the Company.





	 	 	 
	19.4	 	Authorisations
	 	 	Each Obligor must, promptly:








	 	(a)	 	obtain, maintain and comply with the terms; and






	 	(b)	 	supply certified copies to the Lender,






of any authorisation required under any law or regulation to enable that Obligor to perform
its obligations under, or for the legality, validity, enforceability or admissibility in
evidence in its place of incorporation (in the case of a legal entity) or residence (in the
case of a natural person) of, any Finance Document.




	19.5	 	Compliance with laws






Each Obligor and member of the Group must comply in all respects with all laws to which
it is subject where failure to do so has or is likely to have a Material Adverse Effect.




	19.6	 	Mergers






No Obligor may, without the Lender’s prior written consent, enter into any
amalgamation, demerger, merger or reconstruction, such consent not to be unreasonably
withheld or delayed.




	19.7	 	Acquisitions






The Company may not, without the Lender’s prior written consent, make any acquisition or
investment in excess of S$3,000,000, other than in the normal course of business.




	19.8	 	Declaration of Dividend






The Company may only declare or make payment of any dividend or any other distribution
of profits if it would not result in a breach of any of the financial covenants under Clause
18.




	19.9	 	Subordination






The Company shall procure that, at all times, any Financial Indebtedness owing to the Parent
or the Guarantor shall be subordinated in right of repayment to all amounts owing or which
may become owing by the Company to the Lender.




	19.10	 	Negative pledge






	(a)	 	Except as provided in paragraph (b) below, no member of the Group shall create or allow to
exist any Security Interest on any of its assets.






	(b)	 	Paragraph (a) does not apply to:






	 	(i)	 	any Security Interest entered into pursuant to a Finance Document;






	 	(ii)	 	any pledge of goods or services acquired through documentary credits granted or
obtained in the ordinary course of business, for the purpose of financing the
acquisition or provision of goods and services; or






	 	(iii)	 	the charge created by the Company in favour of DBS Bank Ltd on or about 19
September 2006 or any Security Interest other than pursuant to a Finance Document
created prior to the date of this Agreement, except to the extent the principal amount
secured by that Security Interest exceeds the amount secured by that Security Interest
as at the date of this Agreement or to the extent such Security Interest is otherwise
varied.






	 	(iv)	 	any lien arising by operation of law or agreement of similar effect and in the
ordinary course of business and, if arising as a result of any default or omission by
any member of the Group, which does not subsist for a period of more than 60 days;






	 	(v)	 	any Security Interest arising under any retention of title, hire purchase or
conditional sale arrangement or arrangements having similar effect in respect of goods
supplied to a member of the Group in the ordinary course of business;






	 	(vi)	 	any Security Interest arising as a result of legal proceedings discharged
within 30 days or otherwise contested in good faith (and not otherwise constituting an
Event of Default);






	 	(vii)	 	any Security Interest arising by operation of law in respect of taxes being
contested in good faith; or






	 	(viii)	 	any Security Interest securing Financial Indebtedness the outstanding principal
amount of which (when aggregated with the outstanding principal amount of any other
Financial Indebtedness which has the benefit of Security Interests given by any member
of the Group, other than as permitted under the preceding paragraphs) does not exceed
S$3,000,000 or its equivalent, provided that prior written consent from the Lender has
been obtained (such consent not to be unreasonably withheld).






	19.11	 	Disposals






	(a)	 	Except as provided in paragraph (c) below, no member of the Group shall, either in a single
transaction or in a series of transactions and whether related or not, part with, transfer,
sell or otherwise dispose of all or any part of its undertaking, property, assets or rights
(or attempt to do so).






	(b)	 	Without prejudice to the generality of paragraph (a), the Company shall not, without the
prior written consent of the Lender, part with, transfer, sell or otherwise dispose of any
            shares in any Subsidiary.






	(c)	 	Paragraph (a) does not apply to:






	 	(i)	 	any disposal by way of a sale at arm’s length on commercial terms in the
ordinary course of business by the disposing entity (as conducted at the date of this
Agreement);






	 	(ii)	 	any disposal of any asset by a member of the Group (the Disposing Company) to
another member of the Group (the Acquiring Company), but if the Disposing Company is an
Obligor, the Acquiring Company must also be an Obligor and if the Disposing Company has
given security over the asset, the Acquiring Company must give equivalent security over
the asset;






	 	(iii)	 	any disposal of assets (other than shares or businesses) in exchange for other
assets reasonably comparable or superior as to type and quality and over which security
must be given if security was given over the original assets that were exchanged;






	 	(iv)	 	any disposal of assets (other than shares in any member of the Group) which are
obsolete or which are no longer required for the relevant person’s business or
operations;






	 	(v)	 	any disposal arising as a result of any permitted transaction contemplated
under this Agreement;






	 	(vi)	 	any disposal of assets compulsorily acquired by any governmental authority; and






	 	(vii)	 	any disposal of fixed assets where the proceeds of disposal are intended to be
used within 12 months of that disposal to purchase replacement fixed assets comparable
or superior as to type, value and quality.






	19.12	 	Pari passu ranking






The Company must ensure that its payment obligations under the Finance Documents rank at
least pari passu with all its other present and future unsecured payment obligations, except
for obligations mandatorily preferred by law applying to companies generally.




	19.13	 	Financial Indebtedness






	(a)	 	Except as provided in paragraph (b) and Clause 19.14 below, no member of the Group:






	 	(i)	 	may incur any Financial Indebtedness; or






	 	(ii)	 	grant, issue or extend any guarantee or indemnity or enter into any other form
of contractual undertaking or arrangement of similar effect for the benefit of any
person in respect of any Financial Indebtedness or obligation of any other person,
whether actual or contingent.






	(b)	 	Paragraph (a) does not apply to:






	 	(i)	 	any Financial Indebtedness under the Finance Documents and/or permitted under
the Finance Documents;






	 	(ii)	 	any guarantee or indemnity which has been granted, issued or extended prior to
the date of this Agreement, except to the extent that any Financial Indebtedness
guaranteed or indemnified exceeds the amount so guaranteed or indemnified as at the
date of this Agreement or to the extent that such guarantee or indemnity is otherwise
varied; or






	 	(iii)	 	any guarantee or indemnity granted, issued or extended by any member of the
Group in the ordinary course of business as conducted by such member of the Group as at
the date of this Agreement and solely for the purpose of the carrying on by it of its
business.






	 	(iv)	 	arising under any interest rate hedging for any Facility or a foreign exchange
transaction for spot or forward delivery entered into in connection with protection
against fluctuation in currency or interest rates and not for investment or speculative
purposes, provided that the counter-party to such transaction is the Lender of an
affiliate of the Lender;






	 	(v)	 	any trade credit extended by any member of the Group to its customers on normal
commercial terms and in the ordinary course of its trading activities and any advance
payment made in relation to capital expenditure in the ordinary course of business;






	 	(vi)	 	guarantees to landlords in the ordinary course of business;






	 	(vii)	 	any guarantees guaranteeing performance by a member of the Group under any
contract entered into in the ordinary course of business.






	19.14	 	Right of first refusal in respect of further financing






	(a)	 	The Lender shall have a right of first refusal in respect of any further financing sought by
the Company.






	(b)	 	The Company may only seek further financing from lenders other than the Lender if the
following conditions have been met:






	 	(i)	 	the Company has requested the Lender to provide it with further facilities or
financing;






	 	(ii)	 	the Company has provided all details required by the Lender in relation to the
facilities or financing referred to in paragraph (a); and






	 	(iii)	 	the Lender has either confirmed in writing that it will not provide the
Company with the further facilities or financing requested, or the Lender does not,
within 14 days of the later of a request made under paragraph (a) and the provision of
information under paragraph (b), inform the Company that its request will be
considered.





	 	 	 	 	 
	19.15	 	Maintenance of Accounts with the Lender
	 	19.16	 	 	The Company shall at all times maintain each Account in its name with the Lender.

Insurance








The Company must insure its business and assets with insurance companies to such an extent
and against such risks as companies engaged in a similar business normally insure.




	19.17	 	Environmental matters






	(a)	 	In this Subclause:






Environmental Approval means any authorisation required by an Environmental Law.




Environmental Claim means any claim by any person in connection with:




	 	(i)	 	a breach, or alleged breach, of an Environmental Law;






	 	(ii)	 	any accident, fire, explosion or other event of any type involving an emission
or substance which is capable of causing harm to any living organism or the
environment; or





	 	 	 
	(iii)
	 	any other environmental contamination.

Environmental Law means any law or regulation concerning:








	 	(i)	 	the protection of health and safety;






	 	(ii)	 	the environment; or






	 	(iii)	 	any emission or substance which is capable of causing harm to any living
organism or the environment.






	(b)	 	Each member of the Group must ensure that it is, and has been, in compliance with all
Environmental Law and Environmental Approvals applicable to it, where failure to do so has or
is likely to have a Material Adverse Effect or results in any liability for the Lender.






	(c)	 	The Company must promptly upon becoming aware notify the Lender of:






	 	(i)	 	any Environmental Claim current, or to its knowledge, pending or threatened; or






	 	(ii)	 	any circumstances likely to result in an Environmental Claim,






which has or, if substantiated, is likely to either have a Material Adverse Effect or
result in any liability for the Lender.




	19.18	 	Further assurance






The Company shall, and shall procure that the Subordinated Lender shall, from time to
time on the Lender’s request do or procure the doing of all such acts and will execute or
procure the execution of all such documents as the Lender may consider necessary for giving
full effect to this Agreement or any other Finance Document or securing to the Lender the
full benefits of all rights and powers and remedies conferred on the Lender in this
Agreement or any other Finance Document.




	20.	 	DEFAULT





	 	 	 	 	 
	20.1	 	Events of Default
	 	20.2	 	 	Each of the events set out in this Clause is an Event of Default.

Non-payment








Any Obligor does not pay on the due date any amount payable by it under the Finance
Documents in the manner required under the Finance Documents unless its failure to pay is
caused by administrative or technical error and payment is made within three Business Days
of its due date.




	20.3	 	Breach of other obligations






	(a)	 	Any Obligor does not comply with any term of Clause 19 (General covenants) or Clause 18
(Financial covenants) applicable to it; or






	(b)	 	any Obligor does not comply with any other term of the Finance Documents not already referred
to in this Clause.






	(c)	 	No Event of Default under paragraph (a) and (b) above will occur if the failure to comply is
capable of remedy and is remedied within 20 Business Days of the earlier of (i) the Lender
giving notice to the Company and (ii) the Company becoming aware of its failure to comply.






	20.4	 	Misrepresentation






	(a)	 	A representation made or repeated by an Obligor in any Finance Document or in any document
delivered by or on behalf of an Obligor under any Finance Document is incorrect in any
material respect when made or deemed to be repeated.






	(b)	 	No Event of Default under paragraph (a) above will occur if the misrepresentation, or
circumstances giving rise to it, is/are capable of remedy and is/are remedied within 20
Business Days of the earlier of (i) the Lender giving notice to the Company and (ii) the
Company becoming aware of the misrepresentation.





	 	 	 
	20.5	 	Cross-default
	
 
	 	Any of the following occurs in respect of an Obligor or any member of the Group:







	 	(a)	 	any of its Financial Indebtedness is not paid when due (after the expiry of any
applicable grace period);






	 	(b)	 	any of its Financial Indebtedness:






	 	(i)	 	becomes prematurely due and payable;






	 	(ii)	 	is placed on demand; or






	 	(iii)	 	is capable of being declared by a creditor to be prematurely
due and payable or being placed on demand,






in each case, as a result of an event of default (howsoever described); or




	 	(c)	 	any commitment for its Financial Indebtedness is cancelled or suspended as a
result of an event of default (howsoever described).






No Event of Default will occur under this Clause 20.5 if the obligation to pay the relevant
Financial Indebtedness is set aside, compromised or otherwise settled within 20 Business
Days and no event of default however described in any contract or agreement to which the
relevant Obligor is a party would be continuing by reason of such obligation having arisen
and having been set aside, compromised or otherwise settled.




	20.6	 	Cessation of business






An Obligor or any member of the Group ceases, or threatens to cease, to carry on business or
its beneficial interest in or control of the whole or a substantial part of its business is
transferred (whether by agreement, operation of law or otherwise) without the prior written
consent of the Lender, such consent, in the case of a member of the Group other than the
Company (and only in such case), not to be unreasonably withheld.



	 	 	 
	20.7	 	Insolvency
	
 
	 	Any of the following occurs in respect of an Obligor or any member of the Group:







	 	(a)	 	it is, or is deemed for the purposes of any law to be, unable to pay its debts
as they fall due or insolvent;






	 	(b)	 	it admits its inability to pay its debts as they fall due;






	 	(c)	 	it suspends making payments on any of its debts or announces an intention to do
so;






	 	(d)	 	by reason of actual or anticipated financial difficulties, it begins
negotiations with any creditor for the rescheduling of any of its indebtedness;






	 	(e)	 	any judgment debt is not paid when due;






	 	(f)	 	a moratorium is declared in respect of any of its indebtedness.






If a moratorium occurs in respect of an Obligor or any member of the Group, the ending
of the moratorium will not remedy any Event of Default caused by the moratorium.




	20.8	 	Insolvency proceedings






	 	(a)	 	Any of the following occurs in respect of an Obligor or any member of the
Group:






	 	(i)	 	any step is taken with a view to a moratorium or a composition,
assignment or similar arrangement with any of its creditors;






	 	(ii)	 	any person presents a petition or files documents, or any
resolution is passed authorising any person to present a petition or file
documents, with a court or any registrar, for its winding-up, administration,
judicial management or dissolution;






	 	(iii)	 	an order for its winding-up, administration, judicial
management or dissolution is made;






	 	(iv)	 	any liquidator, trustee in bankruptcy, judicial manager,
receiver, administrative receiver, administrator, compulsory manager,
provisional manager or similar officer is appointed in respect of it or any of
its assets;






	 	(v)	 	its shareholders, directors or other officers request the
appointment of, or give notice of their intention to appoint, a liquidator,
trustee in bankruptcy, judicial manager, receiver, administrative receiver,
administrator or similar officer; or






	 	(vi)	 	any other analogous step or procedure is taken in any
jurisdiction.






	 	(b)	 	This Clause 20.8 shall not apply to any winding-up petition, court filing or
analogous procedure or step in any jurisdiction which is frivolous or vexations and is
discharged, stayed or dismissed within 20 Business Days of commencement.






	20.9	 	Creditors’ process






Any attachment, sequestration, distress, execution or analogous event affects any
asset(s) of the Company an Obligor or any member of the Group.




	20.10	 	Effectiveness of Finance Documents






	(a)	 	It is or becomes unlawful for any Obligor to perform any of its obligations under the Finance
Documents.






	(b)	 	Any Finance Document is not effective in accordance with its terms or is alleged by the
Company to be ineffective in accordance with its terms for any reason.






	(c)	 	An Obligor repudiates a Finance Document or evidences an intention to repudiate a Finance
Document.






	20.11	 	Declared company






Any Obligor which is a Singapore company is declared by the Minister of Finance to be a
company to which Part IX of the Companies Act, Chapter 50 applies.




	20.12	 	Nationalisation






All or a material part of the assets of an Obligor are seized, compulsorily acquired,
expropriated or nationalised.




	20.13	 	Termination or material amendment to a material contract






Any termination occurs or any material amendment is made to any contract which has or is
likely to have a Material Adverse Effect.




	20.14	 	Material adverse change






Any event or series of events occurs which, in the reasonable opinion of the Lender,
has or is likely to have a Material Adverse Effect.



	 	 	 
	20.15	 	Acceleration
	
 
	 	If an Event of Default is outstanding, the Lender may, by notice to the Company:







	 	(a)	 	cancel all or any part of the Term Loan Facility Commitment or Facilities;
and/or






	 	(b)	 	declare that all or part of any amounts outstanding under the Finance Documents
are:






	 	(i)	 	immediately due and payable; and/or





	 	 	 
	(ii)

	 	payable on demand by the Lender.

Any notice given under this Subclause will take effect in accordance with its terms.







	21.	 	EVIDENCE AND CALCULATIONS






	21.1	 	Accounts






Accounts maintained by the Lender in connection with this Agreement are prima facie
evidence of the matters to which they relate for the purpose of any litigation or
arbitration proceedings.




	21.2	 	Certificates and determinations






Any certification or determination by the Lender of a rate or amount under the Finance
Documents will be, in the absence of manifest error, conclusive evidence of the matters to
which it relates.




	21.3	 	Calculations






Any interest or fee accruing under this Agreement accrues from day to day and is
calculated on the basis of the actual number of days elapsed and a year of 365 days.




	22.	 	FEES






	22.1	 	Upfront fee






The Company must pay to the Lender on the date of this Agreement an upfront fee of
US$22,500 or 0.15 per cent. of the aggregate amount of the Facilities made available under
this Agreement (or US$15,000,000).




	22.2	 	Prepayment fee






If any part of the Loan is prepaid within the first 15 months from the relevant Utilisation
Date (including, for the avoidance of doubt, pursuant to Clauses 9.1 and 9.7), the Company
must pay to the Lender a prepayment fee on the date on which such prepayment is made. The
amount of the prepayment fee shall be 1 per cent. of the amount prepaid.




	22.3	 	Cancellation fee






If any part of the Term Loan Facility Commitment is cancelled (including, for the avoidance
of doubt, under Clauses 9.1 and 9.7), the Company must pay to the Lender a cancellation fee
on the date on which such part of the Term Loan Facility Commitment is cancelled. The amount
of the cancellation fee shall be 1 per cent. of the amount cancelled.




	23.	 	INDEMNITIES AND BREAK COSTS






	23.1	 	Currency indemnity






	(a)	 	The Company must, as an independent obligation, indemnify the Lender against, and within
three Business Days of the Lender’s demand, pay to the Lender any amount determined by the
Lender in respect of, any loss or liability which the Lender incurs as a consequence of:






	 	(i)	 	the Lender receiving an amount in respect of any Obligor’s liability under the
Finance Documents; or






	 	(ii)	 	that liability being converted into a claim, proof, judgment or order,






in a currency other than the currency in which the amount is expressed to be payable
under the relevant Finance Document.




	(b)	 	Unless otherwise required by law, the Company waives any right it may have in any
jurisdiction to pay any amount under the Finance Documents in a currency other than that in
which it is expressed to be payable.






	23.2	 	Other indemnities






	(a)	 	The Company must indemnify the Lender against, and within three Business Days of the Lender’s
demand, pay to the Lender any amount determined by the Lender in respect of, any loss or
liability which the Lender incurs as a consequence of:






	 	(i)	 	the occurrence of any Event of Default;






	 	(ii)	 	any failure by an Obligor to pay any amount due under a Finance Document on its
due date or the investigation of any event which the Lender believes is an Event of
Default;






	 	(iii)	 	the information produced or approved by an Obligor being or being alleged to
be misleading or deceptive in any material respect;






	 	(iv)	 	any enquiry, investigation, subpoena (or similar order) or litigation with
respect to any Obligor or with respect to the transactions contemplated or financed
under this Agreement;






	 	(v)	 	acting or relying on any notice which the Lender believes to be genuine,
correct and appropriately authorised;






	 	(vi)	 	a failure by an Obligor to pay any amount due under a Finance Document on its
due date;






	 	(vii)	 	funding, or making arrangements to fund, its participation in a Loan requested
by a Company in a Utilisation Request but not made by reason of the operation of any
one or more of the provisions of this Agreement (other than by reason of default or
negligence by the Lender alone); or






	 	(viii)	 	a Loan (or part of a Loan) not being prepaid in accordance with a notice of
prepayment given by the Company.






	(b)	 	The Company’s liability in each case includes any loss or expense on account of funds
borrowed, contracted for or utilised to fund any amount payable under any Finance Document or
any Loan.






	23.3	 	Break Costs






	(a)	 	The Company must pay to the Lender its Break Costs.






	(b)	 	Break Costs are the amount (if any) by which:






	 	(i)	 	the interest which the Lender would have received for the period from the date
of receipt of any part of a Loan or an overdue amount to the last day of the applicable
Term for that Loan or overdue amount if the principal or overdue amount received had
been paid on the last day of that Term;






exceeds




	 	(ii)	 	the amount which the Lender would be able to obtain by placing an amount equal
to the amount received by it on deposit with a leading bank in the appropriate
interbank market for a period starting on the Business Day following receipt and ending
on the last day of the applicable Term.






	(c)	 	The Lender must supply to the Company details of the amount of any Break Costs claimed by it
under this Subclause.






	23.4	 	Force majeure






The Lender shall not be liable to the Company for any loss, damage or delay
attributable in whole or part to action by any government or government agency or other
force majeure and in particular, but not limited to, strike, industrial action (whether
involving the Lender’s staff or not), equipment failure or interruption of power supplies.
The Lender will endeavour to give notice generally to its customers of any anticipated
delays by notices in branches.




	24.	 	EXPENSES






	24.1	 	Initial costs






The Company must, within three Business Days of the Lender’s demand, pay to the Lender
the amount of all agreed reasonable costs and expenses (including legal fees) incurred by it
in connection with the negotiation, preparation, printing and execution of the Finance
Documents.




	24.2	 	Subsequent costs






The Company must, within seven Business Days of the Lender’s demand, pay to the Lender
the amount of all reasonable costs and expenses (including legal fees) incurred by it in
connection with:




	 	(a)	 	the negotiation, preparation, printing and execution of any Finance Document
executed after the date of this Agreement; and






	 	(b)	 	any amendment, waiver or consent requested by or on behalf of an Obligor or
specifically allowed by this Agreement.






	24.3	 	Enforcement costs






The Company must, within seven Business Days of the Lender’s demand, pay to the Lender
the amount of all costs and expenses (including legal fees) incurred by it in connection
with the enforcement of, or the preservation of any rights under, any Finance Document.




	25.	 	AMENDMENTS AND WAIVERS






	25.1	 	Change of currency






If a change in any currency of a country occurs (including where there is more than one
currency or currency unit recognised at the same time as the lawful currency of a country),
the Finance Documents will be amended to the extent the Lender determines is necessary to
reflect the change.



	 	 	 
	25.2	 	Waivers and remedies cumulative
	 	 	The rights of the Lender under the Finance Documents:








	 	(a)	 	may be exercised as often as necessary;






	 	(b)	 	are cumulative and not exclusive of its rights under the general law; and






	 	(c)	 	may be waived only in writing and specifically.






Delay in exercising or non-exercise of any right is not a waiver of that right.




	26.	 	CHANGES TO THE PARTIES






	26.1	 	Assignments and transfers by the Company






The Company may not assign or transfer any of its rights and obligations under the
Finance Documents without the prior consent of the Lender.




	26.2	 	Assignments and transfers by the Lender






	(a)	 	The Lender may at any time assign or transfer (including by way of novation) any of its
rights and obligations under this Agreement to any other bank or financial institution or to a
trust fund or other entity which is regularly engaged in or established for the purpose of
making, purchasing or investing in loans, securities or other financial assets (the New
Lender).






	(b)	 	A transfer of obligations will be effective only if the New Lender confirms to the Company in
form and substance satisfactory to the Company that it is bound by the terms of this Agreement
as the Lender. On the transfer becoming effective in this manner the Lender will be released
from its obligations under this Agreement to the extent that they are transferred to the New
Lender.





	 	 	 
	26.3	 	Costs resulting from change of Lender or Facility Office
	 	 	If:








	 	(a)	 	the Lender assigns or transfers any of its rights and obligations under the
Finance Documents or changes its Facility Office; and






	 	(b)	 	as a result of circumstances existing at the date the assignment, transfer or
change occurs, the Company would be obliged to pay a Tax Payment or an Increased Cost,






then, unless the assignment, transfer or change is made by the Lender to mitigate any
circumstances giving rise to the Tax Payment, Increased Cost or a right to be prepaid and/or
cancelled by reason of illegality, the Company need only pay that Tax Payment or Increased
Cost to the same extent that it would have been obliged to if no assignment, transfer or
change had occurred.




	27.	 	DISCLOSURE OF INFORMATION






Without detracting from the Lender’s rights of disclosure under any law (including without
limitation under the Banking Act, Chapter 19 of Singapore (the Banking Act)), the Lender,
its officers and agents may disclose in any manner howsoever, any information (which may
include copies of this Agreement) which the Lender has acquired under or in connection with
this Agreement, any information relating to the Company or its account relationship with the
Lender (including without limitation, details of this Agreement and its credit balances and
deposits with the Lender):




	 	(a)	 	to any branch, representative office, affiliated, associated or related
corporation of the Lender and their respective officers, servants or agents, whether
situated in or out of Singapore for credit monitoring or review purposes;






	 	(b)	 	to any person with whom it may enter, or has entered into, any kind of
transfer, participation or other agreement in relation to any Finance Document;






	 	(c)	 	which is publicly available, other than as a result of a breach by the Lender
of this Clause;






	 	(d)	 	in connection with any legal or arbitration proceedings;






	 	(e)	 	if required to do so under any law or regulation;






	 	(f)	 	to a governmental, banking, taxation or other regulatory authority;






	 	(g)	 	to its professional advisers;






	 	(h)	 	to a rating agency;






	 	(i)	 	to a stock exchange, listing authority or similar body;






	 	(j)	 	to any person in connection with or in contemplation of a securitisation or
other transaction having a similar effect;






	 	(k)	 	to any credit bureau of which the Lender is a member or subscriber;






	 	(l)	 	to any related entity of the Company; or






	 	(m)	 	with the agreement of the Company.






This Clause 27 is not and shall not be deemed to constitute, an express or implied agreement
by the Lender with the Company for a higher degree of confidentiality than that prescribed
in Section 47 of, and the Sixth Schedule to, the Banking Act.




	28.	 	SET-OFF






The Lender may set off any matured obligation owed to it by the Company under the
Finance Documents (to the extent beneficially owned by the Lender) against any obligation
(whether or not matured) owed by the Lender to the Company, regardless of the place of
payment, booking branch or currency of either obligation. If the obligations are in
different currencies, the Lender may convert either obligation at a market rate of exchange
in its usual course of business for the purpose of the set-off.




	29.	 	SEVERABILITY






If a term of a Finance Document is or becomes illegal, invalid or unenforceable in any
jurisdiction, that will not affect:




	 	(a)	 	the legality, validity or enforceability in that jurisdiction of any other term
of the Finance Documents; or






	 	(b)	 	the legality, validity or enforceability in other jurisdictions of that or any
other term of the Finance Documents.






	30.	 	COUNTERPARTS






Each Finance Document may be executed in any number of counterparts. This has the same
effect as if the signatures on the counterparts were on a single copy of the Finance
Document.




	31.	 	NOTICES






	31.1	 	In writing






	(a)	 	Any communication in connection with a Finance Document must be in writing and, unless
otherwise stated, may be given in person, by post, fax, e-mail or any other electronic
communication approved by the Lender.






	(b)	 	For the purpose of the Finance Documents, an electronic communication will be treated as
being in writing.






	(c)	 	Unless it is agreed to the contrary, any consent or agreement required under a Finance
Document must be given in writing.






	31.2	 	Contact details






	(a)	 	The contact details of the Company for this purpose are:





	 	 	 
	Address:

Fax number:

Attention:

	 	51 Changi North Crescent

Singapore 499626

+65 6545 0585

Managing Director






With a copy to:



Mitcham Industries, Inc.



8141 Highway 75 South



Huntsville, Texas 77340 USA



Fax number: +1 936 295 1933



Attention: Chief Financial Officer




	(b)	 	The contact details of the Lender for this purpose are:





	 	 	 
	Address:

Fax number:

Attention:
	 	21 Collyer Quay

#08-01 HSBC Building

Singapore 049320

+65 6424 4783

Eric Chin








	(c)	 	The Company or the Lender may change their contact details by giving five Business Days’
notice to the other Party.






	(d)	 	Where a Party nominates a particular department or officer to receive a communication, a
communication will not be effective if it fails to specify that department or officer.






	31.3	 	Effectiveness






	(a)	 	Except as provided below, any communication in connection with a Finance Document will be
deemed to be given as follows:






	 	(i)	 	if delivered in person, at the time of delivery;






	 	(ii)	 	if posted, at noon the second day after being deposited in the post, postage
prepaid, in a correctly addressed envelope; and






	 	(iii)	 	if by fax or other electronic means, when transmitted.






	(b)	 	A communication given under paragraph (a) above but received on a non-working day or after
business hours in the place of receipt will only be deemed to be given on the next working day
in that place.






	(c)	 	A communication to the Lender will only be effective on actual receipt by it.






	32.	 	LANGUAGE






	(a)	 	Any notice given in connection with a Finance Document must be in English.






	(b)	 	Any other document provided in connection with a Finance Document must be:






	 	(i)	 	in English; or






	 	(ii)	 	(unless the Lender otherwise agrees) accompanied by a certified English
translation. In this case, the English translation prevails unless the document is a
statutory or other official document.






	33.	 	GOVERNING LAW






This Agreement is governed by Singapore law.




	34.	 	ENFORCEMENT






	34.1	 	Jurisdiction






	(a)	 	The Singapore courts have exclusive jurisdiction to settle any dispute in connection with any
Finance Document.






	(b)	 	The Singapore courts are the most appropriate and convenient courts to settle any such
dispute and the Company waives objection to those courts on the grounds of inconvenient forum
or otherwise in relation to proceedings in connection with any Finance Document.






	(c)	 	This Clause is for the benefit of the Lender only. To the extent allowed by law, the Lender
may take:






	 	(i)	 	proceedings in any other court; and






	 	(ii)	 	concurrent proceedings in any number of jurisdictions.






	34.2	 	Service of process






The Guarantor irrevocably appoints the Company as its agent under this Agreement for service
of process in any proceedings before the Singapore courts in connection with this Agreement.




	 	 	This Agreement has been entered into on the date stated at the beginning of this Agreement.





SCHEDULE 1




PART 1




CONDITIONS PRECEDENT DOCUMENTS FOR FIRST UTILISATION




A. Company




	1.	 	A certified true copy of the Memorandum and Articles of Association of each Obligor.






	2.	 	A certified true extract of a resolution of the board of directors of each Obligor approving
the terms of, and the transactions contemplated by, each Finance Document to which it is a
party.






	3.	 	A specimen of the signature of each person authorised on behalf of each Obligor to execute or
witness the execution of any Finance Document to which it is a party or to sign or send any
document or notice in connection with any Finance Document to which it is a party.






	4.	 	A certificate of a director of each Obligor:






	 	(a)	 	confirming that the Company utilising the Facilities in full would not breach
any limit binding on it;






	 	(b)	 	certifying that each copy document specified in this Schedule which is required
to be delivered by it to the Lender is correct, complete and in full force and effect
as at a date no earlier than the date of this Agreement; and






	 	(c)	 	confirming that there is no material adverse change in the financial condition
of that Obligor nor will there be any prospective material adverse change in the
financial condition by the utilisation of the Facilities.





B. Other documents and evidence




	1.	 	This Agreement and any other Finance Document, duly executed by each Obligor which is a party
thereto.






	2.	 	A certified true copy of the Original Financial Statements of the Company.






	3.	 	Evidence that all fees, costs and expenses then due from the Company under this Agreement
have been paid or will be paid by the first Utilisation Date.






	4.	 	A copy of any other authorisation or other document, opinion or assurance which the Lender
considers to be necessary or desirable (if it has notified the Company accordingly) in
connection with the entry into and performance of the transactions contemplated by any Finance
Document or for the validity and enforceability of any Finance Document.






	5.	 	Such other information and documents as the Lender may require.




2









PART 2




CONDITIONS PRECEDENT DOCUMENTS FOR UTILISATION OF BANKER’S GUARANTEE FACILITIES





	1.	 	In addition to the documents listed in Part I of this Schedule 2, a duly signed
counter-indemnity in the Lender’s standard form from the Company in respect of each Banker’s
Guarantee to be issued.





SCHEDULE 2




FORM OF REQUEST




	 	 	 
	To:

	 	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED
	From:

Date:

	 	SEAMAP PTE LTD

[                   ]






SEAMAP PTE LTD — US$15,000,000 Facilities Agreement dated [ ], 2014 (the Agreement)





	1.	 	We refer to the Agreement. This is a Request.






	2.	 	We wish to [borrow a Term Loan/Short Term Revolving Loan/arrange for a Banker’s Guarantee to
be issued]1 on the following terms:






	 	(a)	 	Utilisation Date: [                   ]






	 	(b)	 	Amount/currency: [ ].






	 	(c)	 	Term: [                   ].






	3.	 	Our [payment/delivery]1 instructions are: [                   ].






	4.	 	We confirm that each condition precedent under the Agreement which must be satisfied on the
date of this Request is so satisfied.






	5.	 	This Request is irrevocable.






	6.	 	[We attach a copy of the proposed Banker’s Guarantee]1





................................


Name:


Designation:


For and on behalf of



SEAMAP PTE LTD



SIGNATORIES




Company



	 
	Signed by

	/s/Mark Welker—

	 

	Name: Mark Welker

	 

	Title: Director

	 

	for and on behalf of

	SEAMAP PTE LTD

	in the presence of:







/s/Lim Gek Hong      


Name of Witness: Lim Gek Hong



Guarantor



	 
	Signed by

	/s/Guy Malden

	 

	Name: Guy Malden

	 

	Title: Executive Vice President

	 

	for and on behalf of

	MITCHAM INDUSTRIES, INC.

	in the presence of:







/s/Lim Gek Hong      


Name of Witness: Lim Gek Hong




	1	 	Delete as applicable.




3









Lender



	 
	Signed by

	/s/Kelvin Tan Swee Beng

	 

	Name: Kelvin Tan Swee Beng

	 

	Title: Managing Director and Head of Commercial Banking

	 

	for and on behalf of

	THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

	in the presence of:







/s/Eric Chin      


Name of Witness: Eric Chin




4