exv10w6






Exhibit 10.6



THIS AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER SUCH ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.




3226509 NOVA SCOTIA COMPANY 

 AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE




(Guaranteed by ION GEOPHYSICAL CORPORATION)




			
	 	 	 
	 
	 	December 30, 2008
	 	 	 
	US$35,000,000.00
	 	Calgary, Alberta






     FOR VALUE RECEIVED, 3226509 NOVA SCOTIA COMPANY, a Nova Scotia unlimited liability company, as
the “Company”, promises to pay to MAISON MAZEL LTD. (formerly known as 1236929 ALBERTA
LTD.), an Alberta corporation, as “Payee”, in lawful money of the United States of America,
the principal sum of THIRTY-FIVE MILLION AND NO/100 DOLLARS (US$35,000,000.00), together with
accrued interest thereon at such rates and at such time or times as provided for herein. As more
fully set forth in Section 17 hereof, this Amended and Restated Subordinated Promissory
Note (this “Note”) (i) restates and amends that certain Promissory Note dated September 18,
2008 issued by the Company to the Payee in the original principal amount of US$35,000,000.00 (the
“Original Note”) pursuant to that certain Amended and Restated Share Purchase Agreement by
and among ION Geophysical Corporation, a Delaware corporation and the indirect owner of all of the
outstanding equity interests of the Company (“ION”), the Payee, ARAM Systems Ltd., Canadian
Seismic Rentals Inc. and the other “Sellers” (as that term is defined therein), dated as of
September 17, 2008 (such agreement, as amended prior to the date hereof and as it may be further
amended, restated, modified or supplemented, being referred to herein as the “Share Purchase
Agreement”), and (ii) adds the subordination provisions contained in Section 7 hereof.



     Capitalized terms used herein that are not defined in this Note shall have the respective
meanings assigned to such terms in the Share Purchase Agreement.



     The following is a statement of the rights of Payee and the conditions to which this Note is
subject, and to which the Payee hereof, by the acceptance of this Note, agrees:



     1. Definitions. In addition to the terms specifically defined elsewhere in this Note,
the following capitalized terms as used herein have the following meanings:



          (a) “Company” means the entity executing this Note and its successors and permitted
assignees.




 









 








          (b) “Payee” shall mean the Person specified in the introductory paragraph of this
Note, or any Person who shall at such time be the permitted assignee of this Note.




          (c) “Senior Credit Facility” shall mean that certain Amended and Restated Credit
Agreement, dated as of July 3, 2008, by and among ION and ION International S.à r.l, as the
borrowers, the Subsidiaries of ION party thereto as guarantors, the financial institutions party
thereto as lenders, HSBC Bank USA, N.A., as administrative agent, and the other agents named
therein party thereto, as such agreement has been amended prior to the date of this Note, and as it
may be further amended, restated, modified or supplemented.




          (d) “Senior Obligations” shall mean all principal (and premium, if any), interest
(including, without limitation, interest occurring after an insolvency, bankruptcy or similar
proceeding, whether or not such interest is an allowed claim in any such proceeding), amounts
reimbursable, fees, expenses, penalties, indemnities, costs of enforcement and other amounts due or
that may become due in connection with (i) the obligations of ION and its Subsidiaries under the
Senior Credit Facility, (ii) the obligations of ION and certain of its Subsidiaries under that
certain Bridge Loan Agreement, dated as of December 30, 2008, by and among ION, as the borrower,
the Subsidiaries of ION party thereto as guarantors, the financial institutions party thereto as
lenders, and Jefferies Finance LLC, as administrative agent (as amended, restated, supplemented or
otherwise modified from time to time, the “Bridge Loan Facility”), (iii) the liabilities of
ION and its Subsidiaries with respect to capital leases and obligations arising pursuant to the
‘Sale/Leaseback Agreement’ (as such term is defined in the Senior Credit Facility), (iv) all
guaranties by ION and its Subsidiaries of the obligations described in clauses (i) – (iii) above,
and (v) any debentures, notes or other evidence of indebtedness issued in exchange for, or in the
refinancing of, such Senior Obligations, or any indebtedness arising from the payment and
satisfaction of any such Senior Obligations by a guarantor.




          (e) “Subordinated Obligations” shall mean all obligations with respect to this Note,
including, without limitation, principal, premium, if any, interest payable pursuant to the terms
of this Note (including, without limitation, upon acceleration or otherwise), together with and
including any amounts received or receivable upon the exercise of rights of action (including,
without limitation, claims for damages) or otherwise in respect of this Note.




     2. Interest Accrual. Subject to the provisions of Section 7 hereof, the
Company promises to pay interest in accordance with Section 3 hereof on the unpaid
principal amount hereof for the period from (and including) the date of the making of the Original
Note, to (but excluding) the date that the Indebtedness under this Note shall be paid in full.
Interest on the unpaid principal amount of this Note has accrued at the rate of nine percent (9%)
per annum (based on a year of 365 or 366 days, as the case may be) for the period that commenced
September 18, 2008, until (and including) December 17, 2008; and commencing on (and including)
December 18, 2008, until (and including) December 21, 2008, interest on the unpaid principal amount
of this Note has accrued at a rate equal to twelve percent (12%) per annum; and commencing on (and
including) December 22, 2008, interest on the unpaid principal amount of this Note shall accrue
thereafter until paid at a rate equal to fifteen percent (15%) per annum.



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     3. Payment of Interest and Principal. The indebtedness under this Note shall be
payable as set forth herein.



          (a) Interest. Subject to the provisions of Section 7 hereof, the interest
accrued on this Note shall be payable quarterly on March 31, June 30, September 30 and December 31
of each year, commencing on March 31, 2009.




          (b) Principal. Subject to the provisions of Section 7 hereof, the outstanding
principal balance of this Note, together with all accrued and unpaid interest thereon, shall be due
and payable on September 17, 2013 (the “Maturity Date”).




          (c) Prepayment. This Note may be prepaid, at any time, in whole or in part, with each
such prepayment being applied first to accrued and unpaid interest, and then to outstanding
principal, upon one (1) Business Day’s prior written notice, without premium or penalty.




          (d) Business Day. Whenever any payment to be made hereunder shall be stated to be due
on a date that is not a Business Day, the payment shall be made on the next succeeding Business Day
and such extension of time shall be included in the computation of the amount of interest due
hereunder.




     4. Right of Set-Off. The Company shall have the right to withhold and set off against
any amount due hereunder, the amount of (a) any indemnification of money Damages to which the
Company (or any Buyer Indemnified Person) is entitled under Article 8 of the Share Purchase
Agreement, but only subject to and in accordance with the terms of Section 8.11(a) and (b)
thereof and with Section 2 of the Release Agreement dated as of December 30, 2008 made by
and among ION, the Payee, ARAM Systems Ltd., Canadian Seismic Rentals Inc. and the other Sellers
(the “Release Agreement”), and (b) any purchase price adjustments payable by Sellers
pursuant to Section 1.5 of the Share Purchase Agreement, but only subject to and in
accordance with the terms of Section 1.5(a)(v) thereof and with Section 3 of the
Release Agreement.



     5. Events of Default. The occurrence of any of the following shall constitute an
“Event of Default” under this Note:



          (a) Failure to Pay. The Company shall fail in any material respect to pay (i) any principal
payment on the due date thereof as provided herein or (ii) any interest or other payment required
under the terms of this Note on the date due, and such payment shall not have been made within ten
(10) Business Days of the Company’s receipt of Payee’s written notice to the Company of such
failure to pay; provided, however, that any exercise by the Company in good faith of its
right of setoff pursuant to Section 4 above, whether or not ultimately determined to be
justified, shall not constitute an Event of Default hereunder;




          (b) Breach of Covenants. The Company shall fail in any material respect to observe or perform
any covenant, obligation, condition or agreement contained in this Note and (i) such failure shall
continue for thirty (30) days, or (ii) if such failure is not curable within such thirty (30) day
period, but is reasonably capable of cure within sixty (60) days, then either (A) such failure
shall continue for sixty (60) days or (B) the Company shall not have commenced
curative measures in a manner reasonably satisfactory to Payee within such initial thirty (30)
day period;




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          (c) Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or
consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a
substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its
debts generally as they mature, (iii) make a general assignment for the benefit of its or any of
its creditors, (iv) be dissolved or liquidated in full or in part, (v) become “insolvent” (as such
term may be defined or interpreted under applicable statutory authority), (vi) commence a voluntary
case or other proceeding seeking liquidation, reorganization or other relief with respect to itself
or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or
consent to any such relief or to the appointment of or taking possession of its property by any
official in an involuntary case or other proceeding commenced against it or (vii) take any action
for the purpose of effecting any of the foregoing;




          (d) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a
receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the
property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization
or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency
or other similar law now or hereafter in effect shall be commenced, and an order for relief entered
or such proceeding shall not be dismissed or discharged within sixty (60) days of such
commencement; or




          (e) Senior Obligations. ION shall be in default under the terms of any Senior Obligations
where (i) such default has resulted in the acceleration of such Senior Obligations prior to its
stated maturity, and (ii) the principal amount at maturity of such Senior Obligations under which
there has been such a default aggregates $20.0 million or more.




     6. Rights of Payee upon Default. Upon the occurrence or existence of any Event of
Default (other than any Event of Default referred to in Sections 5(c) or 5(d)
hereof), and at any time thereafter during the continuance of such Event of Default, Payee may, by
written notice to the Company, declare all outstanding obligations payable by the Company hereunder
to be immediately due and payable without presentment, demand, protest or any other notice of any
kind, all of which are hereby expressly waived, anything contained herein to the contrary
notwithstanding; provided, that so long as any Senior Obligations shall be outstanding,
such acceleration shall not be effective until the earlier of (i) an acceleration of any such
Senior Obligations in accordance with the agreements or instruments evidencing such Senior
Obligations or (ii) thirty (30) days after receipt by the Company and each holder of outstanding
Senior Obligations (or in the case of holders of Senior Obligations evidenced by the Senior Credit
Facility or the Bridge Loan Facility, the applicable administrative agent thereunder) of written
notice of such acceleration. Upon the occurrence or existence of any Event of Default described in
Sections 5(c) or 5(d) hereof, immediately and without notice, all outstanding
obligations payable by the Company hereunder shall automatically become immediately due and
payable, without presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived, anything contained herein. In addition to the foregoing remedies, upon
the occurrence or existence of any Event of Default, Payee may exercise any other right, power
or remedy granted to it otherwise permitted to it by law, either by suit in equity or by
action at law, or both.



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     7. Subordination. The payment of the Subordinated Obligations is hereby expressly
subordinated, to the extent and in the manner hereinafter set forth, in right of payment to the
prior payment in full in cash of all of the Senior Obligations, whether outstanding on the date
hereof or hereafter incurred, of ION and its Subsidiaries.



          (a) Insolvency Proceedings. If there shall occur any receivership, insolvency, assignment for
the benefit of creditors, bankruptcy, reorganization, or arrangements with creditors (whether or
not pursuant to bankruptcy or other insolvency laws), sale of all or substantially all of the
assets, dissolution, liquidation, or any other marshalling of the assets and liabilities of the
Company, (i) no amount shall be paid by the Company in respect of any Subordinated Obligations at
the time outstanding, unless and until all Senior Obligations then outstanding shall have
previously been paid in full in cash, and (ii) no claim or proof of claim shall be filed with
respect to the Company by or on behalf of the Payee, which claim or proof of claim shall assert any
right to receive any payments in respect of any Subordinated Obligations, except subject to the
prior payment in full in cash of all Senior Obligations then outstanding. Upon any distribution to
creditors of the Company in any receivership, insolvency, assignment for the benefit of creditors,
bankruptcy, reorganization, or arrangements with creditors (whether or not pursuant to bankruptcy
or other insolvency laws), sale of all or substantially all of the assets, dissolution,
liquidation, or any other marshalling of the assets and liabilities of the Company, (A) the holders
of Senior Obligations will be entitled to receive payment in full in cash of all Senior Obligations
then outstanding (including interest after the commencement of any such proceeding at the rate
specified in the agreement evidencing such applicable Senior Obligations) before the Payee will be
entitled to receive any payment with respect to the Subordinated Obligations, and (B) until all
Senior Obligations are paid in full in cash, any distribution to which the Payee would be entitled
but for this Section 7 shall be made to the holders of Senior Obligations as their
interests may appear.




          (b) Default on Senior Obligations. If there shall occur an “Event of Default” (as defined in
any agreement evidencing any Senior Obligations), then, unless and until such “Event of Default”
shall have been cured or waived or shall have ceased to exist, or all Senior Obligations shall have
previously been paid in full in cash, no payment shall be made in respect of any Subordinated
Obligations.




          (c) Acceleration of Securities. If payment of any Subordinated Obligations is accelerated
because of an Event of Default, the Company shall promptly notify holders of Senior Obligations (or
in the case of holders of Senior Obligations evidenced by the Senior Credit Facility or Bridge Loan
Facility, the applicable administrative agent thereunder) of such acceleration.




          (d) Further Assurances. By acceptance of this Note, the Payee agrees to execute and deliver
any customary forms of a subordination agreement or agreements (or similar document or instrument)
as may be requested from time to time by holders of Senior Obligations, and as a condition to the
Payee’s rights hereunder, the Company may require that
Payee execute any form of subordination agreement or agreements or similar document or
instrument.




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          (e) Other Indebtedness. Indebtedness and other obligations of ION and its Subsidiaries which
do not constitute Senior Obligations shall not be senior in any respect to any Subordinated
Obligations, unless expressly consented to in writing by the Payee and the holders of the Senior
Obligations.




          (f) Subrogation. Subject to the payment in full in cash of all Senior Obligations, the Payee
shall be subrogated to the rights of the holder(s) of such Senior Obligations (to the extent of the
payments or distributions made to the holder(s) of such Senior Obligations pursuant to the
provisions of this Section 7) to receive payments and distributions of assets of the
Company applicable to the Senior Obligations. No such payments or distributions applicable to the
Senior Obligations shall, as between the Company and its creditors, other than the holders of
Senior Obligations and the Payee, be deemed to be a payment by the Company on account of any
Subordinated Obligations; and for purposes of such subrogation, no payments or distributions to the
holders of Senior Obligations to which the Payee would be entitled (except for the provisions of
this Section 7) shall, as between the Company and its creditors, other than the holders of
Senior Obligations and the Payee, be deemed to be a payment by the Company on account of the Senior
Obligations.




          (g) No Impairment. Subject to the rights of the holders of Senior Obligations under this
Section 7 to receive cash, securities or other properties otherwise payable or deliverable to the
Payee of any Subordinated Obligations, nothing contained in this Section 7 shall impair, as
between the Company and Payee, the obligation of the Company, subject to the terms and conditions
hereof, to pay to the Payee the principal hereof, interest hereon and any other Subordinated
Obligations as and when the same shall become due and payable, or shall prevent the Payee, upon
default hereunder, from exercising all rights, powers and remedies otherwise provided herein or by
applicable law.




          (h) When Distribution Must Be Paid Over. If, notwithstanding Sections 7(a) and
7(b), any payment or distribution of assets shall be received by the Payee on account of,
or with respect to any Subordinated Obligations at any time when (i) the making of such payment or
distribution is otherwise prohibited under this Section 7 and (ii) solely with respect to
any such payment or distribution in respect of scheduled payments of interest, the Payee shall have
(A) actual knowledge of the occurrence of any event described in Section 7(a) or
7(b) or (B) been given written notice of any such event by the Company, ION or any holder
of Senior Obligations (or its agent or other representative) within 89 days of the Payee’s receipt
of any such payment or distribution in respect of any such scheduled payment of interest, such
payment or distribution shall be held in trust for the benefit of, and shall be paid forthwith over
and delivered, upon written request, to, the holders of Senior Obligations as their interests may
appear for application to the payment of all Senior Obligations remaining unpaid to the extent
necessary to pay such Senior Obligations in full in cash in accordance with their terms, after
giving effect to any concurrent payment or distribution to or for the holders of Senior
Obligations.




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          (i) Lien Subordination. Any security interest, lien, charge or encumbrance of Payee, whether
now or hereafter existing in connection with any Subordinated Obligations, on any assets or
property of the Company or any proceeds or revenues therefrom which Payee may have at any time as
security for any Subordinated Obligations, shall be subordinate to all security interests, liens,
charges or encumbrances now or hereafter granted to a holder of Senior Obligations by the Company
or by law, notwithstanding the date, order or method of attachment or perfection of any such
security interest, lien, charge or encumbrance or the provisions of any applicable law.




          (j) Reliance of Holders of Senior Obligations. Payee, by its acceptance hereof, shall be
deemed to acknowledge and agree that the foregoing subordination provisions are, and are intended
to be, an inducement to and as consideration for each holder of Senior Obligations, whether such
Senior Obligations was created or acquired before or after the creation of the indebtedness
evidenced by this Note or any of the other Subordinated Obligations, and each such holder of Senior
Obligations shall be deemed conclusively to have relied on such subordination provisions in
acquiring and holding, or in continuing to hold, such Senior Obligations.




          (k) Miscellaneous. The provisions of this Section 7 shall inure to the benefit of the
holders of Senior Obligations and each of their respective successors and assigns, and shall be
binding upon each of the Company, the Payee and their respective successors and assigns. Each of
the holders of Senior Obligations is intended to be, and is hereby made, express and intended third
party beneficiary of the terms hereof and may enforce the terms of this Section 7 as if a
party hereto, and no amendment to the terms of this Section 7 shall be effective as against
any given holder of Senior Obligations without its prior written consent. Moreover, any holder of
Senior Obligations may, but shall not be obligated to, give Payee notice of the creation or
existence of the holder of Senior Obligations held by it; however, such notice shall not be
necessary in order for the holder of Senior Obligations to enforce the terms or claim the benefits
of this Section 7. This Section 7 shall be a continuing agreement and shall be
irrevocable and shall remain in full force and effect until the date on which all of the Senior
Obligations shall have been discharged in full in cash by complete payment in accordance with the
terms thereof. The provisions of this Section 7 shall apply in favor of any holder of
Senior Obligations now or hereafter created. No action which any holder of Senior Obligations or
ION, the Company or any of their respective Subsidiaries may take or refrain from taking with
respect to the Senior Obligations, including any amendments thereto, shall affect the provisions of
this Section 7 or the obligations of the Company or any Payee hereunder. No right of any
holder of Senior Obligations or any future holder of any of the Senior Obligations shall at any
time in any way be prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any holder of Senior Obligations, or by any
noncompliance by the Company with the terms, provisions and covenants of this Section 7,
regardless of any knowledge thereof which any holder of Senior Obligations may have or otherwise be
charged with. As used in this Section 7, a “distribution” or “payment” may consist of a
distribution, payment or other transfer of assets by or on behalf of the Company (including,
without limitation, a repayment, prepayment, redemption, repurchase or other acquisition of this
Note) from any source, of any kind or character, whether in cash, securities or other property, by
setoff or otherwise.




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     8. Guarantee. The payment of principal of and interest on this Note is guaranteed by
ION pursuant to the terms of that certain Amended and Restated Guaranty, dated as of the date
hereof (as amended, restated or otherwise modified from time to time), and Payee shall be entitled
to the benefits of such Amended and Restated Guaranty.



     9. Special Company Covenants.



          (a) The Company agrees that until all outstanding indebtedness under this Note is paid in
full, the covenant set forth in Section 6.01 of the Senior Credit Facility (or any
comparable covenant with respect to the incurrence, assumption or maintenance
of indebtedness contained in any senior revolving credit facility of ION and its Subsidiaries that
hereafter replaces the revolving credit facility under the Senior Credit Facility) shall be deemed
to be incorporated herein by reference for the benefit of the Payee, as such covenant may be
amended, waived or modified from time to time (it being the intention of the Company and the Payee
that the Payee shall not have a separate right hereunder to consent to or approve any amendment or
waiver of, or any consent to any deviation from, or any modification of, any such covenant).




          (b) In addition, the Company agrees that if ION incurs indebtedness under any financing that
(i) qualifies as ‘Long Term Junior Financing’ (as such term is defined in the Senior Credit
Facility), (ii) results from a refinancing or replacement of the Senior Credit Facility such that
the aggregate principal indebtedness (including revolving commitments) thereunder would be in
excess of $275,000,000, or (iii) qualifies as unsecured indebtedness for borrowed money evidenced
by notes or debentures, which debt shall have a stated maturity date of not less than five (5)
years after the original date of their issuance and results in total gross cash proceeds to ION of
not less than $45.0 million ($40.0 million after the Bridge Loan Facility has been paid in full),
then the total proceeds from such financing shall also include amounts sufficient to repay in full,
and the Company shall repay in full, the then-outstanding principal of and interest on the
indebtedness under this Note; provided, however, that all amounts outstanding under the Bridge Loan
Facility by ION and its affiliates shall be paid in full prior to or concurrently with such
repayment by the Company hereunder.




     10. Successors and Assigns. Subject to the restrictions on transfer described in
Section 12 below, the rights and obligations of the Payee hereunder shall be binding upon
and benefit the successors, assigns and transferees of the Payee.



     11. Waiver and Amendment. Any provision of this Note may be amended, waived or
modified only upon the prior written consent of the Company and Payee.



     12. Transfer of this Note. This Note shall not be assigned or transferred by Payee
without the express prior written consent of the Company, which consent shall not be unreasonably
withheld; provided, however, that if an Event of Default has occurred and remains uncured, then
Payee’s rights and obligations under this Note shall be freely assignable by Payee so long as Payee
and its assignee comply with all applicable securities laws in relation to such assignment.



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     13. Notices. All notices, requests, demands, claims, instructions and other
communications hereunder shall be in writing. Any notice, request, demand, claim, instruction or
other communication to be given hereunder by either party to the other shall be sent by facsimile
(with confirmation received of the recipient’s number) to the number stated below or shall be
delivered personally or sent by registered or certified mail (postage prepaid and return receipt
requested) to the address stated below.



If to the Company:




c/o ION Geophysical Corporation

2105 CityWest Blvd, Suite 400

Houston, Texas 77042-2839

Attention: R. Brian Hanson

Facsimile: (281) 879-3674




Copy to (which shall not constitute notice):




ION Geophysical Corporation

2105 CityWest Blvd, Suite 400

Houston, Texas 77042-2839

Attention: David L. Roland

Facsimile: (281) 879-3600




and




Mayer Brown LLP

700 Louisiana Street, Suite 3400

Houston, Texas 77002

Attention: Marc H. Folladori

Facsimile: (713) 238-4696




If to Payee:




161 Lochend Drive

Cochrane, Alberta T4C 2H2

Attention: Donald G. Chamberlain

Facsimile: (403) 932-2438




Copy to (which shall not constitute notice):




Borden Ladner Gervais LLP

1000 Canterra Tower

400 Third Avenue S.W.

Calgary, Alberta T2P 4H2

Attention: David C. Whelan

Facsimile: (403) 266-1395




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or at such other facsimile number or address for a party as shall be specified by like notice. Any
notice which is delivered personally in the manner provided herein shall be deemed to have been
duly given to the party to whom it is directed upon actual receipt by such party. Any notice which
is sent by facsimile or addressed and mailed in the manner herein provided shall be conclusively
presumed to have been duly given to the party to which it is addressed on the date indicated on the
facsimile confirmation or the postal receipt. Any party may change the address to which notices,
requests, demands, claims and other communications hereunder are to be delivered by giving the
other party notice in the manner herein set forth.




     14. Payment. All payments hereunder shall be made in lawful money of the United
States of America.



     15. Governing Law. This Note, the Original Note and all actions arising out of or in
connection therewith shall be governed by and construed in accordance with the laws of the Province
of Alberta, without regard to the conflicts of law provisions thereof or of any other jurisdiction.



     16. Submission to Jurisdiction. Each party to this Note irrevocably and
unconditionally attorns to the jurisdiction of the courts of the Province of Alberta in any Action
arising out of or relating to this Note and agrees that all claims in respect of such Action may be
heard and determined in any such court. Each party also agrees not to bring any Action arising out
of or relating to this Note in any other court. Each party waives any objection to venue in any
such Action and any defense of inconvenient forum to the maintenance of any Action so brought and
waives any bond, surety or other security that might be required of any other party with respect
thereto and waives any right to elect trial by jury. Any party may make service on any other party
by sending or delivering a copy of the process to the party to be served at the address and in the
manner provided for the giving of notices in Section 13. Nothing in this Section
16 will affect the right of any party to bring any Action arising out of or relating to this
Note in any other court or to serve legal process in any other manner permitted at Law or in
equity. Each party agrees that a final judgment in any Action so brought shall be conclusive and
may be enforced by Action on the judgment or in any other manner provided at Law or in equity.



     17. Amendment and Restatement of Original Note. The provisions of the Original Note
are, effective as of the date of this Note, hereby amended, modified and supplemented so as to read
as set forth in this note and the provisions of the Original Note, as so amended, modified and
supplemented hereby, are restated in this Note in their entirety. Obligations, rights and
remedies, which as of the date of this Note have arisen under and remain outstanding under the
Original Note, shall, subject only to the effect of the amendments, modifications and supplements
to the Original Note effected by this Note, continue in effect without interruption, impairment,
abatement or prejudice, all in accordance with the provisions set forth herein.



[Signature page follows]




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     IN WITNESS WHEREOF, the Company has caused this Amended and Restated Subordinated Promissory
Note to be issued as of the date first written above.



	 	 	 	 	 	 	 
	 	 	3226509 NOVA SCOTIA COMPANY

a Nova Scotia unlimited liability company (the

“Company”)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ David L. Roland 	 	 
	

				 

		
	 

	 	Name:
	 	David L. Roland 
	 	 
	 

	 	Title:
	 	Vice President 
	 	 
	 
	 	 	 	 	 	 





ACCEPTED AND AGREED TO BY:




MAISON MAZEL LTD. (the “Payee”)




	 	 	 	 	 
	By:

	 	/s/ Donald G. Chamberlain 	 	 
	 

	 	 	 	 
	Name:
	 	Donald G. Chamberlain 	 	 
	Title:
	 	President 	 	 






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