AMENDMENT NO. 1 TO MERGER AGREEMENT THIS AMENDMENT NO. 1 TO MERGER AGREEMENT (this "AMENDMENT"), dated as of November 23, 1999, by and between COMPAGNIE GENERALE DE GEOPHYSIQUE, a French societe anonyme (the "Parent"), SERCEL ACQUISITION CORP., a...Merger Agreement • November 23rd, 1999 • General Geophysics Co • Oil & gas field exploration services • New York
and OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS DEPOSIT AGREEMENT Dated as of May 6, 1997Deposit Agreement • October 16th, 2006 • General Geophysics Co • Oil & gas field exploration services • New York
CCG S.A. AND GUARANTORS PARTY HERETO 5.875% Senior Notes due 2020 INDENTURE Dated as of April 23, 2014 THE BANK OF NEW YORK MELLON TrusteeIndenture • May 1st, 2017 • CGG • Oil & gas field exploration services • New York
This Indenture, dated as of April 23, 2014 is among CCG, a société anonyme incorporated in France and registered at the Paris Commercial Registry under Number 969 202 241 (the “Company”), any Guarantors (as hereinafter defined) party hereto and The Bank of New York Mellon, as trustee (the “Trustee”).
CGG S.A. AND THE GUARANTORS PARTY HERETO Second Lien Senior Secured Floating Rate Notes due 2024 INDENTURE Dated as of February 21, 2018 THE BANK OF NEW YORK MELLON, LONDON BRANCH as Trustee THE BANK OF NEW YORK MELLON, LONDON BRANCH as Collateral...Indenture • February 22nd, 2018 • CGG • Oil & gas field exploration services • New York
This Indenture, dated as of February 21, 2018 is among CGG, a société anonyme incorporated in France and registered at the Paris Commercial Registry under Number 969 202 241 (the “Company”), any Guarantors (as hereinafter defined) party hereto and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), The Bank of New York Mellon, London Branch, as principal paying agent (in such role, the “Principal Paying Agent”) and calculation agent (in such role, the “Calculation Agent”), The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar (the “Registrar”) and transfer agent (in such role, the “Transfer Agent”), The Bank of New York Mellon, London Branch, as collateral agent (the “Collateral Agent”) and The Bank of New York Mellon, as U.S. collateral agent (the “U.S. Collateral Agent”). The Bank of New York Mellon, London Branch, will be appointed as international security agent (the “International Security Agent”) under the Intercreditor Agreement.
and OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES AMENDED AND RESTATED DEPOSIT AGREEMENT Dated as of _________, 2006Deposit Agreement • October 16th, 2006 • General Geophysics Co • Oil & gas field exploration services • New York
ARTICLE I.Shareholder Agreement • October 29th, 1999 • General Geophysics Co • Oil & gas field exploration services • New York
COMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE — VERITAS, S.A. AND GUARANTORS PARTY HERETO 73/4% Senior Notes due 2017 INDENTURE Dated as of February 9, 2007 THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION TrusteeIndenture • May 7th, 2007 • CGG Veritas • Oil & gas field exploration services • New York
This Indenture, dated as of February 9, 2007 is among Compagnie Générale de Géophysique - Veritas, a société anonyme incorporated in France and registered at the Evry Commercial Registry under Number B 969 202 241 (69B00224) (the “Company”), any Guarantors (as hereinafter defined) party hereto and The Bank of New York Trust Company, National Association, as trustee (the “Trustee”).
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK OF GEOSCIENCE CORPORATION AT $6.71 NET PER SHARE BY SERCEL ACQUISITION CORP. A DIRECT, WHOLLY OWNED SUBSIDIARY OF SERCEL, INC. AND AN INDIRECT, WHOLLY OWNED SUBSIDIARY OF COMPAGNIE...Offer to Purchase • October 29th, 1999 • General Geophysics Co • Oil & gas field exploration services
CGG HOLDING (U.S.) INC. AND THE GUARANTORS PARTY HERETO First Lien Senior Secured Notes due 2023 INDENTURE Dated as of February 21, 2018 THE BANK OF NEW YORK MELLON, LONDON BRANCH as Trustee THE BANK OF NEW YORK MELLON, LONDON BRANCH as Collateral...Indenture • February 22nd, 2018 • CGG • Oil & gas field exploration services • New York
This Indenture, dated as of February 21, 2018 is among CGG Holding (U.S.) Inc., a company incorporated in the State of Delaware (the “Company”), any Guarantors (as hereinafter defined) party hereto and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), The Bank of New York Mellon, London Branch, as principal paying agent (in such role, the “Principal Paying Agent”) and calculation agent (in such role, the “Calculation Agent”), The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar (the “Registrar”) and transfer agent (in such role, the “Transfer Agent”) and The Bank of New York Mellon, London Branch, as collateral agent (the “Collateral Agent”) and The Bank of New York Mellon, as U.S. collateral agent (the “U.S. Collateral Agent”). The Bank of New York Mellon, London Branch, will be appointed as international security agent (the “International Security Agent”) under the Intercreditor Agreement.
AMENDMENT AND RESTATEMENT AGREEMENT dated as of December 15, 2011 (this “Agreement”), to the Credit Agreement dated as of January 12, 2007, as amended and restated as of July 15, 2010 (as in effect immediately prior to the Second Restatement Effective...Credit Agreement • April 20th, 2012 • CGG Veritas • Oil & gas field exploration services • New York
CREDIT AGREEMENT dated as of January 12, 2007, as amended and restated as of July 15, 2010, and as further amended and restated as of December 15, 2011 (this “Agreement”), among CGGVERITAS SERVICES HOLDING (U.S.) INC., a Delaware corporation (the “Borrower”), COMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE - VERITAS, a société anonyme incorporated under the laws of France (registration number 969 202 241 RCS Paris) (“Parent”), the Lenders (as defined in Article I) and CREDIT SUISSE AG, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
RECITALSMerger Agreement • October 29th, 1999 • General Geophysics Co • Oil & gas field exploration services • New York
COMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE AND THE GUARANTORS PARTY HERETO 71/2% Senior Notes due 2015 REGISTRATION RIGHTS AGREEMENT Dated as of April 28, 2005 CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED BNP PARIBAS SECURITIES CORP. RBC CAPITAL MARKETS...Registration Rights Agreement • May 9th, 2006 • General Geophysics Co • Oil & gas field exploration services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 28, 2005 by and among Compagnie Générale de Géophysique, a corporation organized under the laws of the Republic of France (the “Company”),CGG Americas Inc., CGG Canada Services Ltd, CGG Marine Resources Norge A/S, Sercel Inc., Sercel Australia Pty Ltd, Sercel Canada Ltd and any subsidiary of the Company that becomes a guarantor of the Notes (as defined below) subsequent to the date hereof pursuant to the terms of the Indenture (as defined below) (each a “Guarantor” and, collectively, the “Guarantors”), and Credit Suisse First Boston (Europe) Limited, BNP Paribas Securities Corp., RBC Capital Markets Corporation and Natexis Banques Populaires (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), who have agreed to purchase $165,000,000 aggregate principal amount of the Company’s 71/2% Senior Notes due 2015 (the “Initial Notes”) pursuant to the Purchase Agreement (as defined be
SUBSCRIPTION AGREEMENT among COMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE and ONEX PARTNERS LP ONEX AMERICAN HOLDINGS II LLC ONEX US PRINCIPALS LP CGG EXECUTIVE INVESTCO, LLC ONEX CORPORATION US$84,980,000 7.75% Convertible Subordinated Bonds due 2012 Dated 27...Subscription Agreement • April 18th, 2005 • General Geophysics Co • Oil & gas field exploration services
The parties mentioned under (2) to (5) above shall be referred to collectively as the “Subscribers” and individually as a “Subscriber”.
Compagnie Générale de Géophysique 71/2% Senior Notes due 2015 PURCHASE AGREEMENTPurchase Agreement • May 9th, 2006 • General Geophysics Co • Oil & gas field exploration services • New York
AGREEMENT AND PLAN OF MERGER by and among COMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE VOLNAY ACQUISITION CO. I VOLNAY ACQUISITION CO. II and VERITAS DGC INC. dated as of September 4, 2006Merger Agreement • September 6th, 2006 • General Geophysics Co • Oil & gas field exploration services • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 4, 2006, by and among Veritas DGC Inc., a Delaware corporation (the “Company”), Compagnie Générale de Géophysique, a société anonyme organized under the laws of the Republic of France (“Parent”), Volnay Acquisition Co. I, a Delaware corporation to be formed as a wholly owned subsidiary of Parent (“Merger Sub I”), and Volnay Acquisition Co. II, a Delaware corporation to be formed as a wholly owned subsidiary of Parent (“Merger Sub II”).
INCREMENTAL ASSUMPTION AGREEMENTIncremental Assumption Agreement • April 15th, 2016 • CGG • Oil & gas field exploration services • New York
This INCREMENTAL ASSUMPTION AGREEMENT (this “Agreement”) dated as of December 4, 2015 is made by and among CGG Holding (U.S.) Inc. (“CGG US”), Jefferies Finance LLC, as administrative agent (in such capacity, the “Administrative Agent”), and Morgan Stanley Bank International Limited, as Incremental Term Lender (in such capacity, the “Incremental Term Lender”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement (as defined below).
61/2% SENIOR NOTES DUE 2021Supplemental Indenture • April 15th, 2016 • CGG • Oil & gas field exploration services
This SUPPLEMENTAL INDENTURE, dated as of January 7, 2016, is among CGG S.A., a société anonyme incorporated in France and registered at the Paris commercial register under number 969 202 241 (the “Company”), CGG HOLDING I (UK) LIMITED, a UK corporation, and CGG HOLDING II (UK) LIMITED, a UK corporation (together, the “Additional Guarantors”) and The Bank of New York Mellon, as Trustee (the “Trustee”).
ContractCredit Agreement • April 22nd, 2009 • CGG Veritas • Oil & gas field exploration services • New York
AMENDMENT NO. 1 AND AGREEMENT dated as of December 12, 2008 (this “Amendment”), to the Credit Agreement dated as of January 12, 2007 (the “Credit Agreement”), among CGGVERITAS SERVICES HOLDING (U.S.), INC. (formerly known as Volnay Acquisition Co. I), a Delaware corporation (the “Borrower”), COMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE-VERITAS (formerly known as Compagnie Générale De Géophysique), a société anonyme incorporated under the laws of France (registration number 969 202 241 RCS Paris) (“Parent”), the Lenders (as defined in Article I of the Credit Agreement), and CREDIT SUISSE, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
and the Guarantors named herein INITIAL AND EXCHANGE 71/2% SENIOR NOTES DUE 2015 SUPPLEMENTAL INDENTURE AND AMENDMENT AND SUBSIDIARY GUARANTEE DATED AS OF JANUARY 12, 2007 THE BANK OF NEW YORK TrusteeSupplemental Indenture • February 2nd, 2007 • CGG Veritas • Oil & gas field exploration services • New York
This SUPPLEMENTAL INDENTURE, dated as of January 12, 2007, is among Compagnie Générale de Géophysique, a société anonyme incorporated in France and registered at the Paris commercial register under number B 969 202 241 (the “Company”), each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and The Bank of New York (formerly JPMorgan Chase Bank), a New York banking corporation, as Trustee.
Dated January 7, 2016 CGG AND THE GUARANTORS NAMED HEREIN SUPPLEMENTAL INDENTURE THE BANK OF NEW YORK MELLON TRUSTEE Ref: L-237418 Linklaters LLPSupplemental Indenture • May 1st, 2017 • CGG • Oil & gas field exploration services
This SUPPLEMENTAL INDENTURE, dated as of January 7, 2016, is among CGG S.A., a société anonyme incorporated in France and registered at the Paris commercial register under number 969 202 241 (the “Company”), CGG HOLDING I (UK) LIMITED, a UK corporation, and CGG HOLDING II (UK) LIMITED, a UK corporation (together, the “Additional Guarantors”) and The Bank of New York Mellon, as Trustee (the “Trustee”).
US$375,000,000 SINGLE CURRENCY TERM FACILITY AGREEMENT dated 1 September 2005 for COMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE arranged by CREDIT SUISSE FIRST BOSTON INTERNATIONAL and BNP PARIBAS with CREDIT SUISSE, LONDON BRANCH acting as Agent BNP PARIBAS...Single Currency Term Facility Agreement • May 9th, 2006 • General Geophysics Co • Oil & gas field exploration services • Oslo
Sale and Purchase AgreementSale and Purchase Agreement • April 25th, 2013 • CGG Veritas • Oil & gas field exploration services
JOINT FILING AGREEMENTJoint Filing Agreement • June 11th, 2010 • CGG Veritas • Oil & gas field exploration services
In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock of CGGVeritas and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of
TERM LOAN CREDIT AGREEMENT dated as of November 19, 2015, among CGG HOLDING (U.S.) INC., CGG, THE LENDERS PARTY HERETO, THE SUBSIDIARY GUARANTORS PARTY HERETO, JEFFERIES FINANCE LLC, as Administrative Agent, and CREDIT SUISSE AG, as Collateral AgentTerm Loan Credit Agreement • April 15th, 2016 • CGG • Oil & gas field exploration services • New York
TERM LOAN CREDIT AGREEMENT dated as of November 18, 2015 (this “Agreement”), among CGG HOLDING (U.S.) INC., a Delaware corporation (the “Borrower”), CGG, a société anonyme incorporated under the laws of France (registration number 969 202 241 RCS Paris) (“Parent”), the Lenders (as defined in Article I), the Subsidiaries party hereto, JEFFERIES FINANCE LLC, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, and CREDIT SUISSE AG, as collateral agent (in such capacity, the “Collateral Agent”) for the Lenders.
Dated January 7, 2016 CGG AND THE GUARANTORS NAMED HEREIN SUPPLEMENTAL INDENTURE THE BANK OF NEW YORK MELLON TRUSTEE Ref: L-237418 Linklaters LLPSupplemental Indenture • May 1st, 2017 • CGG • Oil & gas field exploration services
This SUPPLEMENTAL INDENTURE, dated as of January 7, 2016, is among CGG S.A., a société anonyme incorporated in France and registered at the Paris commercial register under number 969 202 241 (the “Company”), CGG HOLDING I (UK) LIMITED, a UK corporation, and CGG HOLDING II (UK) LIMITED, a UK corporation, (together, the “Additional Guarantors”) and The Bank of New York Mellon, as Trustee (the “Trustee”).
Dated June 24, 2014 CGG AND THE GUARANTORS NAMED HEREIN SUPPLEMENTAL INDENTURE THE BANK OF NEW YORK MELLON TRUSTEE Ref: L-223941 Linklaters LLPSupplemental Indenture • May 1st, 2017 • CGG • Oil & gas field exploration services
This SUPPLEMENTAL INDENTURE, dated as of June 24, 2014, is among CGG S.A., a société anonyme incorporated in France and registered at the Paris commercial register under number 969 202 241 (the “Company”), CGG Canada Services Ltd., a Canadian (Alberta) corporation, Sercel Canada Ltd., a Canadian (New Brunswick) corporation, and Sercel Australia Pty Ltd. an Australian (New South Wales) corporation (together, the “Additional Guarantors”) and The Bank of New York Mellon, as Trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT among COMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE and ONEX PARTNERS LP ONEX AMERICAN HOLDINGS II LLC ONEX US PRINCIPALS LP CGG EXECUTIVE INVESTCO, LLC Dated 27 September 2004Registration Rights Agreement • November 16th, 2004 • General Geophysics Co • Oil & gas field exploration services • New York
The parties mentioned under (2) to (5) above, and one or more of their affiliated entities and co-investors, shall be referred to collectively as the “Subscribers”.
Compagnie Générale de Géophysique $55,000,000 10 5/8% Senior Notes due 2007 PURCHASE AGREEMENTPurchase Agreement • May 3rd, 2002 • General Geophysics Co • Oil & gas field exploration services • New York
issuance, sale and delivery of Exchange Notes by the Issuer will not have been modified or rescinded and that each Exchange Note will conform to the form of the Exchange Notes examined by us.
REVOLVING CREDIT FACILITY AGREEMENTRevolving Credit Facility Agreement • May 13th, 2004 • General Geophysics Co • Oil & gas field exploration services
Compagnie Générale de Géophysique — Veritas $200,000,000 71/2% Senior Notes due 2015 $400,000,000 73/4% Senior Notes Due 2017 UNDERWRITING AGREEMENTUnderwriting Agreement • May 7th, 2007 • CGG Veritas • Oil & gas field exploration services • New York
November 15, 2005 Compagnie Générale de Géophysique Rights Offering Underwriting AgreementUnderwriting Agreement • May 9th, 2006 • General Geophysics Co • Oil & gas field exploration services
Compagnie Générale de Géophysique (the “Company”), a société anonyme incorporated under the laws of France and registered at the Evry Commercial Registry under Number B 969 202 241 (69B00224), proposes, subject to the terms and conditions stated herein, to increase its share capital by issuing new shares by attributing preferential subscription rights (the “Subscription Rights”, which term includes any rights attributed to the shares issued to holders of stock options upon exercise thereof or upon conversion of the Convertible Bonds (as defined herein) prior to the date of suspension specified in the Note d’Opération (as defined herein)) to its shareholders, permitting the holders of the Subscription Rights to subscribe for up to 4,327,776 newly issued ordinary shares (the “New Shares”) of the Company (the offer of the New Shares is referred to herein as the “Offering”). The Managers named above have severally agreed to procure subscribers for the New Shares not subscribed by rights ho
US$1,600,000,000 SINGLE CURRENCY TERM FACILITY AGREEMENT dated 22 November 2006 for COMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE arranged by CREDIT SUISSE INTERNATIONAL with The Companies Listed Herein as Original Guarantors The Financial Institutions Listed...Term Facility Agreement • May 7th, 2007 • CGG Veritas • Oil & gas field exploration services • New York
Amendment to the Joint Venture AgreementJoint Venture Agreement • April 25th, 2013 • CGG Veritas • Oil & gas field exploration services
and the Guarantor named herein INITIAL AND EXCHANGE 71/2% SENIOR NOTES DUE 2015 SUPPLEMENTAL INDENTURE AND SUBSIDIARY GUARANTEE DATED AS OF JANUARY 29, 2010 THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION TrusteeSupplemental Indenture • April 23rd, 2010 • CGG Veritas • Oil & gas field exploration services
This SUPPLEMENTAL INDENTURE, dated as of January 29, 2010 is among Compagnie Générale de Géophysique — Veritas, a société anonyme incorporated in France and registered at the Paris commercial register under number 969 202 241 (the “Company”), CGGVeritas Services (UK) Holding B.V., a limited liability company organized under the laws of the Netherlands (the “Additional Guarantor”), and The Bank of New York Mellon Trust Company, National Association (as successor in trust to J.P. Morgan Chase Bank, National Association), as Trustee (the “Trustee”).
COMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE AND ANY GUARANTORS PARTY HERETORegistration Rights Agreement • May 3rd, 2002 • General Geophysics Co • Oil & gas field exploration services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 8, 2002 by and among Compagnie Générale de Géophysique, a corporation organized under the laws of the Republic of France (the “Company”), any subsidiary of the Company that becomes a guarantor of the Notes (as defined below) subsequent to the date hereof pursuant to the terms of the Indenture (as defined below) (each a “Guarantor” and, collectively, the “Guarantors”), and RBC Dominion Securities Corporation and Salomon Brothers International Limited (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), who have agreed to purchase $55,000,000 aggregate principal amount of the Company’s 10 5/8% Series A Senior Notes due 2007 (the “Series A Notes”) pursuant to the Purchase Agreement (as defined below).
