exv10w36






EXHIBIT 10.36




SIXTH AMENDMENT AND WAIVER TO

AMENDED AND RESTATED CREDIT AGREEMENT




     This Sixth Amendment and Waiver to Amended and Restated Credit Agreement (the
“Sixth Amendment” or “this Amendment”) is made and entered into effective as of the
23rd day of October, 2009 (the “Sixth Amendment Effective Date”), by and among ION
GEOPHYSICAL CORPORATION, a Delaware corporation (the “Domestic Borrower”), ION
INTERNATIONAL S.À R.L., a Luxembourg private limited company (société à responsabilité limitée),
having its registered office at 65, Boulevard Grande — Duchesse Charlotte, L-1331 Luxembourg, with
a share capital of EUR12,500, and registered with the Luxembourg Register of Commerce and Companies
under the number B-135.679 (the “Foreign Borrower” and together with the Domestic Borrower,
the “Borrowers”), the Guarantors party hereto (the “Guarantors”), the Lenders party
hereto, including Bank of China, New York Branch (the “New Lender”), which has
become a Lender pursuant to this Amendment, and HSBC BANK USA, N.A., as administrative agent (the
“Administrative Agent”).



RECITALS




     WHEREAS, the Borrowers, Guarantors, Administrative Agent and the Lenders party thereto
immediately prior to the effectiveness of this Amendment (the “Existing Lenders”) entered
into that certain Amended and Restated Credit Agreement dated as of July 3, 2008, as amended by
that certain First Amendment to Amended and Restated Credit Agreement and Domestic Security
Agreement dated as of September 17, 2008, that certain Second Amendment to Amended and Restated
Credit Agreement dated as of October 17, 2008, that certain Third Amendment to Amended and Restated
Credit Agreement dated as of December 29, 2008, that certain Fourth Amendment to Amended and
Restated Credit Agreement and Foreign Security Agreement, Limited Waiver and Release dated as of
December 30, 2008, and that certain Fifth Amendment to Amended and Restated Credit Agreement dated
as of June 1, 2009 (and as otherwise amended, restated, modified or supplemented prior to the date
hereof, the “Credit Agreement”), by and among the Borrowers, the Guarantors, the Lenders
and the Administrative Agent; and



     WHEREAS, the Borrowers have requested that the Existing Lenders and the Administrative Agent
amend or waive certain provisions to the Credit Agreement, and said parties are willing to do so
subject to the terms and conditions set forth herein, provided that the Domestic Borrower and
Domestic Guarantors ratify and confirm all of their respective obligations under the Credit
Agreement and each other Loan Document to which each is a party and the Foreign Borrower and
Foreign Guarantors ratify and confirm all of their respective obligations under the Credit
Agreement and each other Loan Document to which each is a party.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this
Amendment, Borrowers, Guarantors, the Lenders party hereto (including the New Lender) and the
Administrative Agent agree as follows:



     1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein have
the meanings assigned to them in the Credit Agreement.



 









 





     2. Amendments to the Credit Agreement. The Credit Agreement is hereby amended as
follows:




     (a) Section 2.18 of the Credit Agreement is hereby amended by restating the
first sentence of paragraph (a), and paragraphs (b), (c) and (f) in their entirety, each to
provide as follows:




     “(a) If no Default or Event of Default shall have occurred and be continuing,
the Borrowers may at any time during the Availability Period request an increase of
the aggregate Revolving Loan Commitments by notice to the Administrative Agent in
writing of the amount of such proposed increase (such notice, a “Commitment
Increase Notice”); provided, however, that (i) the Revolving
Loan Commitment of any Revolving Lender may not be increased without such Revolving
Lender’s consent, (ii) the minimum amount of any such increase shall be $10,000,000,
(iii) the aggregate amount of the Revolving Lenders’ Revolving Loan Commitments
shall not exceed $140,000,000, and (iv) the aggregate principal amount of all
Foreign Revolving Loans at any time outstanding, shall not exceed sixty percent
(60%) of the total of all the Revolving Lenders’ Revolving Loan Commitments as such
commitments are increased pursuant to this Section 2.18.




     (b) If any portion of the increased Revolving Loan Commitments is not
subscribed for by such Revolving Lenders, the Borrowers may, in their sole
discretion, but with the consent of the Administrative Agent as to any Person that
is not at such time a Revolving Lender (which consent shall not be unreasonably
withheld or delayed), offer to any existing Revolving Lender, or to any other Person
approved by the Administrative Agent, the opportunity to participate in all or a
portion of the increased Revolving Loan Commitments pursuant to paragraph (c) or (d)
below, as applicable, by notifying the Administrative Agent. Promptly and in any
event within five (5) Business Days after receipt of notice from the Borrowers of
their desire to offer such unsubscribed commitments to certain existing Revolving
Lenders, to the additional Persons identified therein or such additional Persons
identified by the Administrative Agent and approved by the Borrowers, the
Administrative Agent shall notify such proposed lenders of the opportunity to
participate in all or a portion of such unsubscribed portion of the increased
Revolving Loan Commitments.




     (c) Any Person that the Borrowers select to offer participation in the
increased Revolving Loan Commitments shall execute and deliver to the Administrative
Agent a New Lender Agreement setting forth its Revolving Loan Commitment, and upon
the effectiveness of such New Lender Agreement such Person (a “New Lender”)
shall become a Revolving Lender for all purposes and to the same extent as if
originally a party hereto and shall be bound by and entitled to the benefits of this
Agreement, and the signature pages hereof shall be deemed to be amended to add the
name of such New Lender and Schedule 2.01 and the definition of Revolving
Loan Commitment in Section 1.01 hereof shall be deemed amended to increase
the aggregate Revolving Loan Commitments of the



 









 







Revolving Lenders by the Revolving Loan Commitment of such New Lender, provided
that the Revolving Loan Commitment of any New Lender shall be an amount not less
than $10,000,000. Each New Lender Agreement and Commitment Increase Agreement shall
be irrevocable and shall be effective upon notice thereof by the Administrative
Agent at the same time as that of all other New Lenders or increasing Revolving
Lenders.




     (f) If any Person becomes a New Lender pursuant to Section 2.18(c) or
any Revolving Lender’s Revolving Loan Commitment is increased pursuant to
Section 2.18(d), additional Loans made on or after the effectiveness thereof
(the “Re-Allocation Date”) shall be made pro rata based on their respective
Revolving Loan Commitments in effect on or after such Re-Allocation Date (except to
the extent that any such pro rata borrowings would result in any Revolving Lender
making an aggregate principal amount of Loans in excess of its Revolving Loan
Commitment, in which case such excess amount will be allocated to, and made by, such
New Lender and/or Revolving Lenders with such increased Revolving Loan Commitments
to the extent of, and pro rata based on, their respective Revolving Loan
Commitments), and continuations of Loans outstanding on such Re-Allocation Date
shall be effected by repayment of such Loans on the last day of the Interest Period
applicable thereto or, in the case of ABR Loan, on the date of such increase, and
the making of new Loans of the same Type pro rata based on the respective Revolving
Loan Commitments in effect on and after such Re-Allocation Date.”




     (b) Schedule 2.01 to the Credit Agreement is hereby amended and restated in its
entirety as set forth on Schedule 2.01 attached hereto.



     3. Waivers of Certain Provisions of Credit Agreement.




     (a) Subject to Section 8(b) of this Amendment, the Lenders hereby waive any Default or
Event of Default caused by any failure by the Domestic Borrower and its Subsidiaries to
comply with any or all of Sections 6.14, 6.15 and 6.16 of the Credit Agreement for each of
the fiscal quarters ending September 30, 2009, December 31, 2009, March 31, 2010 and
June 30, 2010, provided that the provisions of this Section 3(a) shall not in any way be
construed to waive, nor shall this Amendment in any way serve as a waiver of, any other
Default or Event of Default now or hereafter existing under the Credit Agreement or other
Loan Documents, except as expressly set forth herein.




     (b) The Lenders hereby waive any and all provisions of the Credit Agreement (including,
without limitation, Section 6.07 of the Credit Agreement) to the fullest extent necessary,
if any, to permit the Domestic Borrower to issue and perform the terms of that certain
Warrant to BGP Inc., China National Petroleum Corporation, a company organized under the
laws of the People’s Republic of China (“BGP”), pursuant to which BGP, or its
assignee, may acquire Equity Interests of the Domestic Borrower in accordance with, and
pursuant to, the terms and conditions set forth therein, which terms shall be reasonably
satisfactory to the Administrative Agent.



 









 






     (c) Each Existing Lender hereby waives any right of first refusal of such Existing
Lender under Section 10.04(b)(ii)(E) of the Credit Agreement to purchase an assignment, in
full or in part, by the New Lenders of its Revolving Loan Commitment and Revolving Credit
Exposure to BGP.



     4. Increase in Commitments and Borrowing Request; Joinder of New Lender.




     (a) Commitment Increase and Notice. By its execution hereof, each of the
Borrowers hereby notifies the Administrative Agent that the Borrowers request (i) an
increase in the aggregate Revolving Loan Commitments by the amount of $40,000,000 (from
$100,000,000 to $140,000,000) and (ii) that the New Lender join the Credit Agreement as a
Lender with a Revolving Loan Commitment of $40,000,000 as set forth on Schedule 2.01 hereto.
In lieu of delivering a separate Borrowing Request, the Domestic Borrower hereby requests
that the New Lender make Revolving Loans under the Credit Agreement in an aggregate
principal amount of $20,000,000, by not later than October 27, 2009, with such other
administrative details as may be required under Section 2.03 of the Credit Agreement being
set forth in a separate written notice delivered to the New Lender and the Administrative
Agent. All parties hereto acknowledge that the maximum balance available to be requested by
both Borrowers collectively under Section 2.18 of the Credit Agreement is now $0.




     (b) Consent of Administrative Agent. By its execution hereof, Administrative
Agent consents to (i) the increase in the aggregate Revolving Loan Commitments by the amount
of $40,000,000 and (ii) the joinder of the New Lender as a Lender under the Credit Agreement
with a Revolving Loan Commitment of $40,000,000 set forth on Schedule 2.01 hereto.




     (c) Joinder of New Lender. By its execution hereof, New Lender hereby joins
the Credit Agreement as a Lender and becomes a party to the Credit Agreement with a
Revolving Loan Commitment of $40,000,000 as set forth on Schedule 2.01 hereto, with all of
the duties, obligations, rights and privileges appurtenant thereto, including those
specifically set forth in this Amendment. New Lender agrees that this Amendment constitutes
the New Lender Agreement for purposes of the Credit Agreement. New Lender acknowledges that
(i) it has, independently and without reliance upon the Administrative Agent or any other
Lender and based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to execute this Amendment and join the Credit Agreement as
a Lender, (ii) it will, independently and without reliance upon the Administrative Agent or
any other Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or
based upon this Agreement, any related agreement or any document furnished hereunder or
thereunder and (iii) it confirms receipt of the requests to make Revolving Loans set forth
in Section 4(a) above.



     5. Acknowledgments of Administrative Agent and Existing Lenders Regarding Commitment
Increase, Equity Conversion Rights of New Lender. By their execution hereof,



 









 




each of the Administrative Agent and each Existing Lender party hereto acknowledges and agrees
that:





     (a) Section 4(a) of this Amendment shall be deemed to be a Commitment Increase Notice
from the Borrowers with respect to the joinder of New Lender to the Credit Agreement with a
Revolving Loan Commitment of $40,000,000;




     (b) this Amendment constitutes the New Lender Agreement with respect to the joinder of
New Lender to the Credit Agreement with a Revolving Loan Commitment of $40,000,000;




     (c) each Existing Lender waives any rights of such Existing Lender under Section 2.18
of the Credit Agreement to any prior notice of the increase in the aggregate Revolving Loan
Commitments, or to participate in the increase in the aggregate Revolving Loan Commitments,
in each case, effectuated pursuant this Amendment;




     (d) notwithstanding anything to the contrary in Section 2.18 of the Credit Agreement,
the New Lender shall not be required to advance the initial Revolving Loans requested under
Section 4(a) above to the Domestic Borrower until October 27, 2009, provided that if the New
Lender has not advanced such initial Revolving Loans to the Domestic Borrower on or before
November 3, 2009, then this Amendment shall automatically terminate of its own accord
pursuant to the provisions of Section 8(a) of this Amendment;




     (e) notwithstanding any provision of the Credit Agreement, the outstanding Revolving
Loans of the New Lender may be converted in full or in part by the New Lender, or its
designee or assignee, into common stock of the Domestic Borrower in accordance with the
terms of the promissory notes issued to the New Lender by each of the Domestic Borrower and
the Foreign Borrower, respectively, upon the effectiveness of this Amendment (and each such
promissory note shall constitute a Note” for purposes of Section 2.08(h) of the Credit
Agreement);




     (f) upon any conversion of outstanding Revolving Loans of the New Lender, the amount of
the Revolving Loans owing by the Domestic Borrower or the Foreign Borrower, as applicable,
to the New Lender shall be extinguished and deemed to be forgiven or repaid in a principal
amount equal to the amount of the Revolving Loans converted, and the Domestic Borrower or
the Foreign Borrower, as applicable, shall pay in cash to the New Lender or its assignee,
all accrued, unpaid interest owing to the New Lender or its assignee in respect of the
principal amount of Revolving Loans converted; and




     (g) upon any such conversion by the New Lender of its outstanding Revolving Loans into
common stock of the Domestic Borrower, the Revolving Loan Commitment of the New Lender or
its assignee shall be reduced by an amount equal to the principal amount of the Revolving
Loans converted, Schedule 2.01 (as then in effect) shall be deemed to be automatically
revised accordingly (and the Administrative Agent may distribute an updated Schedule 2.01
reflecting the reduction in the New Lender’s



 









 







Revolving Loan Commitment and the corresponding reduction in the aggregate Revolving
Loan Commitments), and, to the extent that the Revolving Loan Commitment of the New Lender
is reduced to $0, the New Lender shall, ipso facto, cease to be a Lender.



     6. Consent of the Borrowers, Administrative Agent and the Issuing Lenders Regarding
Conversion of Revolving Loan Commitment of the New Lender. By their execution hereof, each of
the Borrowers, the Administrative Agent and each Issuing Lender party hereto hereby consents under
Section 10.04(b)(i) of the Credit Agreement to an assignment, in full or in part, by the New
Lenders of its Revolving Loan Commitment and Revolving Credit Exposure to BGP.



     7. Conditions to Effectiveness. This Amendment shall be effective on the Sixth
Amendment Effective Date upon satisfaction of each of the following conditions:




     (a) the Administrative Agent (or its counsel) shall have received from each of
the Borrowers, the Guarantors, Existing Lenders constituting at least the Required
Lenders (determined prior to, and without giving effect to, the New Lender having
joined the Credit Agreement and the increase in the Revolving Loan Commitments
effectuated pursuant to this Amendment) and the New Lender, either (a) a counterpart
of this Amendment signed on behalf of such party or (b) written evidence
satisfactory to the Administrative Agent (which may include telecopy transmission of
a signed signature page of this Amendment) that such party has signed a counterpart
of this Amendment;




     (b) the Administrative Agent shall have received all amounts owing to it on or
prior to the Sixth Amendment Effective Date, including payment of all other fees and
reimbursement or payment of all legal fees and other expenses required to be
reimbursed or paid by the Borrowers to the extent that invoices have been provided
to the Borrowers;




     (c) the Administrative Agent shall have received evidence reasonably
satisfactory to it that the Domestic Borrower and BGP, have entered into a certain
term sheet (the “JV Term Sheet”) setting forth the terms of a transaction
pursuant to which the Domestic Borrower and BGP, will directly or indirectly form a
joint venture involving a substantial portion of the Domestic Borrower’s land-based
seismic data acquisition equipment business, and certain related transactions, all
on terms and conditions reasonably satisfactory to the Administrative Agent and
Existing Lenders comprising not less than the Required Lenders;




     (d) the Administrative Agent shall have received all documents and other items
that it may reasonably request relating to any other matters relevant hereto, all in
form and substance satisfactory to the Administrative Agent; and




     (e) no Default or Event of Default shall exist.








 









 











     8. Conditions Subsequent.




     (a) The effectiveness of this Amendment shall automatically terminate and be of
no further force and effect if the New Lender has not advanced to the Administrative
Agent, all Revolving Loans to be made to either of the Borrowers pursuant to
Section 4(a) hereof on or before November 3, 2009.




     (b) If the transactions contemplated by the JV Term Sheet are not consummated
on or prior to March 31, 2010 (unless such date is extended by the parties hereto;
provided that in no event shall such date be later than June 30, 2010), or are
terminated prior to such date, the waivers of Sections 6.14, 6.15 and 6.16 set forth
in Section 3(a) above for any period shall terminate and be rescinded sixty (60)
days after receipt by the Domestic Borrower of written notice to that effect from
the Administrative Agent.



     9. Representations and Warranties. Each Borrower and each Guarantor represents and
warrants that the representations and warranties contained in the Credit Agreement and the other
Loan Documents made by it are true and correct as of the date hereof, except to the extent such
representations and warranties specifically relate to an earlier date, in which case they were true
and correct as of such earlier date. Each Borrower and each Guarantor also hereby confirm that
this Amendment has been duly authorized by all necessary corporate action and constitutes the
binding obligation of each of the Borrowers and the Guarantors, subject to the effect of any
applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’
rights and remedies generally and to the effect of general principles of equity (regardless of
whether enforcement is considered in a proceeding at Law or in equity).



     10. Continuing Effect of the Credit Agreement. This Amendment shall not constitute a
waiver of any provision not expressly referred to herein and shall not be construed as a consent to
any action on the part of the Borrowers or Guarantors that would require a waiver or consent of the
Lenders or an amendment or modification to any term of the Loan Documents except as expressly
stated herein. Except as expressly modified hereby, the provisions of the Credit Agreement and the
Loan Documents are and shall remain in full force and effect.



     11. Ratification. The Domestic Borrower and each Domestic Guarantor hereby confirm
and ratify the Credit Agreement and each of the other Loan Documents to which it is a party, as
amended hereby, and acknowledges and agrees that the same shall continue in full force and effect,
as amended hereby and by any prior amendments thereto. The Foreign Borrower and each Foreign
Guarantor hereby confirm and ratify the Credit Agreement and each of the other Loan Documents to
which it is a party, as amended hereby, and acknowledges and agrees that the same shall continue in
full force and effect, as amended hereby and by any prior amendments thereto.



     12. Counterparts. This Amendment may be executed by all parties hereto in any number
of separate counterparts each of which may be delivered in original, electronic or facsimile form
and all of such counterparts taken together shall be deemed to constitute one and the same
instrument.



 









 





     13. References. The words “hereby,” “herein,” “hereinabove,” “hereinafter,”
“hereinbelow,” “hereof,” “hereunder” and words of similar import when used in this Amendment shall
refer to this Amendment as a whole and not to any particular article, section or provision of this
Amendment. References in this Amendment to an article or section number are to such articles or
sections of this Amendment unless otherwise specified.



     14. Headings Descriptive. The headings of the several sections and subsections of
this Amendment are inserted for convenience only and shall not in any way affect the meaning or
construction of any provision of this Amendment.



     15. Governing Law. This Amendment shall be governed by and construed in accordance
with the law of the State of New York, without regard to such state’s conflict of laws rules.



     16. Release by Borrowers and Guarantors. Each Borrower and each Guarantor does hereby
release and forever discharge the Agent and each of the Lenders and each affiliate thereof and each
of their respective employees, officers, directors, trustees, agents, attorneys, successors,
assigns or other representatives from any and all claims, demands, damages, actions, cross-actions,
causes of action, costs and expenses (including legal expenses), of any kind or nature whatsoever
known to any Obligor, whether based on law or equity, which any of said parties has held or may now
own or hold, for or because of any matter or thing done, omitted or suffered to be done on or
before the actual date upon which this Amendment is signed by any of such parties (i) arising
directly or indirectly out of the Credit Agreement, Loan Documents, or any other documents,
instruments or any other transactions relating thereto and/or (ii) relating directly or indirectly
to all transactions by and between the Borrowers or Guarantors or their representatives and the
Agent and each Lender or any of their respective directors, officers, agents, employees, attorneys
or other representatives and, in either case, whether or not caused by the sole or partial
negligence of any indemnified party. Such release, waiver, acquittal and discharge shall and does
include any claims of any kind or nature which may, or could be, asserted by any of the Borrowers
or Guarantors.



     17. Final Agreement of the Parties. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.



[Signature Pages Follow]




 









 






     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers to be effective as of the day and year first above written.



	 	 	 	 	 
	 	DOMESTIC BORROWER:



ION GEOPHYSICAL CORPORATION,

a Delaware corporation

 	 
	 	By:  	 	/s/ David L. Roland
 	 
	 	Name:  	David L. Roland 	 
	 	Title:  	Senior Vice President, General Counsel and
Corporate Secretary 	 
	 
	 	FOREIGN BORROWER:



ION INTERNATIONAL S.À R.L.,

a Luxembourg private limited liability company

 	 
	 	By:  	 	/s/ David L. Roland
 	 
	 	Name:  	David L. Roland 	 
	 	Title:  	Category A Manager 	 



[Signature page to Sixth Amendment and Waiver to Credit Agreement]




 









 






	 	 	 	 	 
	 	GUARANTORS OF DOMESTIC AND FOREIGN LOANS:



GX TECHNOLOGY CORPORATION,

a Texas corporation

 	 
	 	By:  	 	/s/ David L. Roland
 	 
	 	Name:  	David L. Roland 	 
	 	Title:  	Vice President 	 
	 
	 	ION EXPLORATION PRODUCTS (U.S.A.), Inc., 
a Delaware
corporation

 	 
	 	By:  	 	/s/ David L. Roland
 	 
	 	Name:  	David L. Roland 	 
	 	Title:  	Director 	 
	 
	 	I/O MARINE SYSTEMS, INC., 
a Louisiana corporation

 	 
	 	By:  	 	/s/ David L. Roland
 	 
	 	Name:  	David L. Roland 	 
	 	Title:  	Vice President 	 
	 



[Signature page to Sixth Amendment and Waiver to Credit Agreement]




 









 





	 	 	 	 	 
	 	GUARANTORS OF FOREIGN LOANS:



CONCEPT SYSTEMS LIMITED, a private limited 
company
incorporated under the law of Scotland

 	 
	 	By:  	 	/s/ David L. Roland
 	 
	 	Name:  	David L. Roland 	 
	 	Title:  	Director 	 
	 
	 	I/O CAYMAN ISLANDS, LTD, an Exempted

Company incorporated in the Cayman Islands

 	 
	 	By:  	 	/s/ David L. Roland
 	 
	 	Name:  	David L. Roland 	 
	 	Title:  	Director 	 
	 
	 	ION INTERNATIONAL HOLDINGS L.P.,

a Bermuda limited partnership

 	 
	 	By:  	ION Exploration Products (USA) Inc.,
 	 
	 	 	a Delaware corporation, 
its General Partner	 
	 	 	 
	 	  	By:	      /s/David L. Roland
 	 
	 	 	 	 
	 
	 	 	Name: David L. Roland	 
	 	 	Title:   Director	 
	 
	 	SENSOR NEDERLAND B.V., a private company 
incorporated
under the laws of The Netherlands

 	 
	 	By:  	 	/s/ David L. Roland
 	 
	 	Name:  	David L. Roland 	 
	 	Title:  	Director 	 



	 
	[Signature page to Sixth Amendment and Waiver to Credit Agreement]







 









 







	 	 	 	 	 
	 	ARAM SYSTEMS CORPORATION,

a Nova Scotia unlimited corporation

 	 
	 	By:  	 	/s/ David L. Roland
 	 
	 	Name:  	David L. Roland 	 
	 	Title:  	Vice President 	 



[Signature page to Sixth Amendment and Waiver to Credit Agreement]




 









 








	 	 	 	 	 
	 	ADMINISTRATIVE AGENT AND LENDER:



HSBC BANK USA, N.A.

 	 
	 	By:  	 	/s/ J. Gregory Davis
 	 
	 	Name:  	J. Gregory Davis 	 
	 	Title:  	Senior Vice President 	 



[Signature page to Sixth Amendment and Waiver to Credit Agreement]






 









 








	 	 	 	 	 
	 	LENDER:



HSBC BANK CANADA

 	 
	 	By:  	 	/s/ John Schmidt
 	 
	 	Name:  	John Schmidt 	 
	 	Title:  	Account Manager, Energy Financing 	 
	 	 	 
	 	By:  	 	             /s/ Kevin Bale
 	 
	 	Name:  	Kevin Bale 	 
	 	Title:  	Assistant Vice President, Energy Financing 	 



[Signature page to Sixth Amendment and Waiver to Credit Agreement]





 









 









	 	 	 	 	 
	 	LENDER:



ABN AMRO BANK N.V.

 	 
	 	By:  	 	/s/ Neil J. Bivona
 	 
	 	Name:  	Neil J. Bivona 	 
	 	Title:  	Senior Vice President 	 
	 	 	 
	 	By:  	 	                       /s/ Parker H. Douglas
 	 
	 	Name:  	Parker H. Douglas 	 
	 	Title:  	Senior Vice President 	 



[Signature page to Sixth Amendment and Waiver to Credit Agreement]




 









 








	 	 	 	 	 
	 	LENDER:



CITIBANK, N.A.

 	 
	 	By:  	 	/s/ Faith E. Allen
 	 
	 	Name:  	Faith E. Allen 	 
	 	Title:  	Senior Vice President 	 



[Signature page to Sixth Amendment and Waiver to Credit Agreement]





 









 








	 	 	 	 	 
	 	LENDER:



WHITNEY NATIONAL BANK

 	 
	 	By:  	 	/s/ Douglas Webster
 	 
	 	Name:  	Douglas Webster 	 
	 	Title:  	Banking Officer 	 




[Signature page to Sixth Amendment and Waiver to Credit Agreement]




 









 






	 	 	 	 	 
	 	LENDER:



PNC BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	 	/s/ Holly Kay
 	 
	 	Name:  	Holly Kay 	 
	 	Title:  	Vice President 	 



[Signature page to Sixth Amendment and Waiver to Credit Agreement]





 









 








	 	 	 	 	 
	 	LENDER:



ABU DHABI INTERNATIONAL BANK INC.

 	 
	 	By:  	 	/s/ David J. Young
 	 
	 	Name:  	David J. Young 	 
	 	Title:  	Vice President 	 
	 	 	 
	 	By:  	 	                      /s/ Nagy S. Kolta
 	 
	 	Name:  	Nagy S. Kolta 	 
	 	Title:  	Executive Vice President 	 



[Signature page to Sixth Amendment and Waiver to Credit Agreement]








 









 








	 	 	 	 	 
	 	NEW LENDER:



BANK OF CHINA, NEW YORK BRANCH

 	 
	 	By:  	 	      /s/ William Warren Smith
 	 
	 	Name:  	William Warren Smith 	 
	 	Title:  	Chief Lending Officer 	 



[Signature page to Sixth Amendment and Waiver to Credit Agreement]







 









 










SCHEDULE 2.01




REVOLVING LOAN COMMITMENTS



	 	   	 	 	 	   	 	 	 
	Lender	 	Revolving Loan Commitments	 	Term Loan Commitments
	HSBC Bank USA, N.A.
	 	$	19,090,909.09	 	 	$	34,000,000	 
	 
	 	 	 	 	 	 	 	 
	ABN AMRO Bank, N.A.
	 	$	19,090,909.09	 	 	$	34,000,000	 
	 
	 	 	 	 	 	 	 	 
	HSBC Bank Canada
	 	$	9,090,909.09	 	 	$	30,000,000	 
	 
	 	 	 	 	 	 	 	 
	Citibank, N.A.
	 	$	16,363,636.36	 	 	$	7,000,000	 
	 
	 	 	 	 	 	 	 	 
	Whitney National Bank
	 	$	13,636,363.64	 	 	$	10,000,000	 
	 
	 	 	 	 	 	 	 	 
	PNC Bank, National Association
	 	$	13,636,363.64	 	 	$	10,000,000	 
	 
	 	 	 	 	 	 	 	 
	Abu Dhabi International Bank Inc.
	 	$	9,090,909.09	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	Bank of China, New York Branch
	 	$	40,000,000.00	 	 	$	0	 
	 
	 	 	 	 	 	 	 	 
	TOTAL
	 	$	140,000,000	 	 	$	125,000,000	 






[Schedule 2.01]