Exhibit 10.5

$40,816,327.53

BRIDGE LOAN AGREEMENT

dated as of

December 30, 2008

Among

ION GEOPHYSICAL CORPORATION,

The Guarantors Party Hereto,

The Lenders Party Hereto,

JEFFERIES FINANCE LLC,
as Administrative Agent, Sole Bookrunner and Sole Lead Arranger

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

SCHEDULES :

Schedule 1.01A — Existing Letters of Credit

Schedule 1.01B — Permitted Liens

Schedule 2.01 — Commitments

Schedule 3.01 — Organization

Schedule 3.03 — No Violations

Schedule 3.05 — No Undisclosed Liabilities

Schedule 3.06 — Litigation

Schedule 3.07 — Compliance with Law

Schedule 3.10 — Intellectual Property

Schedule 3.12 — Environmental Compliance

Schedule 3.15 — Insurance

Schedule 3.19 — Subsidiaries

Schedule 4.01(m) — Payoffs to Other Lenders

Schedule 6.01 — Existing Indebtedness

Schedule 6.05 — Permitted Investments

Schedule 6.08 — Affiliate Transactions

Schedule 6.09 — Restrictive Agreements

Schedule 6.12 — Sales and Leasebacks

Schedule 10.04 — Competitors

TABLE OF CONTENTS
(continued)

EXHIBITS:

          BRIDGE LOAN AGREEMENT (this “ Agreement ”) dated as of December 30, 2008 (the “ Effective Date ”), among ION GEOPHYSICAL CORPORATION, a Delaware corporation (the “ Borrower ”), the Guarantors party hereto, the Lenders party hereto, JEFFERIES FINANCE LLC (“ Jefferies ”), as Administrative Agent, sole bookrunner and sole lead arranger.

PRELIMINARY STATEMENT:

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

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

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

ARTICLE I

Definitions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          “ Indemnified Taxes ” means Taxes other than Excluded Taxes.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          “ Maturity Date ” means January 31, 2010.

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

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

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

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

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

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

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

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

          “ Obligors ” means the Borrower and each Guarantor.

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

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

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

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

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

          “ Permitted Investments ” means:

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

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

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

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

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

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

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

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

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

          (j) [Intentionally omitted];

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

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

          “ Permitted Liens ” means:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (x) any Liens securing purchase money indebtedness;

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

          (z) liens on Margin Stock.

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

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

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

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

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

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

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

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

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

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