exv10w3






Exhibit 10.3




THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




     This Third Amendment to Amended and Restated Credit Agreement (this “Amendment”) is
made and entered into effective as of the 29th day of December, 2008 (the “Third Amendment
Effective Date”), by and among ION GEOPHYSICAL CORPORATION, a Delaware corporation (the
“Domestic Borrower”), ION INTERNATIONAL S.À R.L., a Luxembourg private limited company
(société à responsabilité limitée), having its registered office at 560A rue de Neudorf, L-2220
Luxembourg, with a share capital of EUR12,500, and registered with the Luxembourg Register of
Commerce and Companies under the number B-135.679 (the “Foreign Borrower” and together with
the Domestic Borrower, the “Borrowers”), the Guarantors party hereto (the
“Guarantors”), the Lenders party hereto, and HSBC BANK USA, N.A. (“HSBC”), as
Administrative Agent.



RECITALS




     WHEREAS, the above-named parties, together with certain other parties, have 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, and as amended by that certain Second Amendment to Amended and Restated
Credit Agreement dated as of October 17, 2008, (and as may be further amended, restated, modified
or supplemented from time to time, the “Credit Agreement”), by and among the Borrowers, the
Guarantors, the Lenders and the Administrative Agent; and



     WHEREAS, the Borrowers have requested that the Lenders and the Administrative Agent amend
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 that 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 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. The Credit Agreement is hereby amended as follows:




    (a) Amendment to Article V. Article V is hereby amended by adding Section 5.18
to read as follows:




     “SECTION 5.18 Pledge of Dubai Assets. In addition to, but not in
limitation of, Section 3.05 of the Foreign Security Agreement, to the extent that
Foreign Borrower or any Foreign Guarantor acquires title to any material amount of
equipment, inventory or other tangible property that is physically located in Dubai,
Foreign Borrower or such Foreign Guarantor shall promptly notify the



 









 






Administrative Agent and, if requested by the Administrative Agent, at the sole
expense of the Foreign Borrower or such Foreign Guarantor, promptly execute and
deliver, and to assist to the extent requested, in filing and recording, all further
agreements, assignments, instruments, documents and certificates and take all
further action that may be reasonably necessary or reasonably desirable as
determined by the Administrative Agent, or that the Administrative Agent may
reasonably request, in order to grant and perfect a security interest in such items
(including the delivery of possession of any Collateral physically located in Dubai
that hereafter comes into existence or is acquired in the future by the
Administrative Agent as pledgee for the benefit of the Secured Parties); provided
that the foregoing covenant shall not apply to any equipment, inventory or other
tangible property held by, or under the control of, Oilfield Supply Center.”




   (b) Amendment to Section 6.07. Section 6.07 is hereby amended by adding a new
paragraph (i) to read as follows:




     “(i) the Domestic Borrower shall be permitted to (1) declare, issue and
distribute to the holders of the Domestic Borrower’s Equity Interest rights to
purchase shares of Domestic Borrower’s Series A Junior Participating Preferred Stock
(or shares of Domestic Borrower’s, or its successor’s, Common Stock issued upon
occurrence of a “Triggering Event” pursuant to the Rights Agreement) issued in
accordance with the terms of that certain Rights Agreement dated as of December 30,
2008 (the “Rights Agreement”), (2) make Restricted Payments payable in cash
(A) in connection with any redemption of such rights in accordance with the term of
the Rights Agreement or (B) in lieu of issuance of fractional interests, in each
case, to the extent required pursuant to the terms of the Series A Junior
Participating Preferred Stock or such Rights Agreement, provided that such cash
Restricted Payments shall not exceed $500,000 in the aggregate in the case of both
(A) and(B) above, and (3) make any and all non cash Restricted Payments required
pursuant to the terms of the Series A Junior Participating Preferred Stock or such
Rights Agreement.”



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




     (i) The Administrative Agent (or its counsel) shall have received from each of
the Obligors, the Administrative Agent and the Lenders constituting the Required
Lenders 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.




     (ii) No Default or Event of Default exists.



     4. Representations and Warranties. Each Borrower and each Guarantor hereby confirms
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



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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).



     5. 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.



     6. 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. For the avoidance
of doubt, each Domestic Guarantor hereby unconditionally guarantees the full, final and complete
repayment of the Term Loan to the same extent it has guarantied the Revolving Loan as set forth in
the Credit Agreement.



     7. 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.



     8. 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.



     9. 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.



     10. 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.



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     11. 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.



     12. 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]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
respective authorized officers 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 
	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	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 
	 	 
	 
	 	 	 	 	 	 






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	 	 	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:
	 	Vice President 
	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	I/O MARINE SYSTEMS, INC.,
a Louisiana corporation	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ David L. Roland 	 	 
	

				 

		
	 

	 	Name:
	 	David L. Roland 
	 	 
	 

	 	Title:
	 	Vice President 
	 	 
	 
	 	 	 	 	 	 






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	 	 	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:
	 	Vice President 
	 	 
	 
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	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 
	 	 






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	 	 	3226509 NOVA SCOTIA COMPANY,

a Nova Scotia unlimited company	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ R. Brian Hanson 	 	 
	 

	 	Name:
	 	 

R. Brian Hanson
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ARAM SYSTEMS LTD.,

an Alberta corporation	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ David L. Roland 	 	 
	

				 

		
	 

	 	Name:
	 	David L. Roland 
	 	 
	 

	 	Title:
	 	Director 
	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CANADIAN SEISMIC RENTALS INC.,

an Alberta corporation	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Greg R. Burrows 	 	 
	

				 

		
	 

	 	Name:
	 	Greg R. Burrows 
	 	 
	 

	 	Title:
	 	Chief Financial Officer 
	 	 
	 
	 	 	 	 	 	 






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	 	 	ADMINISTRATIVE AGENT AND LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	HSBC BANK USA, N.A.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Steven F. Larsen 	 	 
	 

	 	Name:
	 	 

Steven F. Larsen
	 	 
	 

	 	Title:
	 	First Vice President	 	 
	 
	 	 	 	 	 	 






	 	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	HSBC BANK CANADA	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kevin Bale 	 	 
	 

	 	Name:
	 	 

Kevin Bale
	 	 
	 

	 	Title:
	 	Assistant Vice President, Energy Financing	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Perry Englot 	 	 
	 

	 	Name:
	 	 

Perry Englot
	 	 
	 

	 	Title:
	 	Vice President, Energy Financing	 	 







	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	ABN AMRO BANK N.A.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ James L. Moyes 	 	 
	 

	 	Name:
	 	 

James L. Moyes
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Todd Vaubel 	 	 
	 

	 	Name:
	 	 

Todd Vaubel
	 	 
	 

	 	Title:
	 	Director	 	 

























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	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Faith E. Allen 	 	 
	 

	 	Name:
	 	 

Faith E. Allen
	 	 
	 

	 	Title:
	 	Senior Vice President / Area Manager	 	 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	WHITNEY NATIONAL BANK	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Kevin Rafferty 	 	 
	 

	 	Name:
	 	 

Kevin Rafferty
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LENDER:	 	 
	 
	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Holly L. Kay 	 	 
	 

	 	Name:
	 	 

Holly L. Kay
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 






[Signature page to Third Amendment to Credit Agreement]