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 Trustee

Exhibit 4.1

COMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE

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, 0000

XXX XXXX XX XXX XXXX

Trustee

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.

RECITALS

WHEREAS, the Company and the Trustee entered into an Indenture, dated as of April 28, 2007 (the “Indenture”), pursuant to which the Company (i) originally issued $165,000,000 in principal amount of 7¹/2% Senior Notes due 2015 (collectively, the “Notes”) and (ii) issued a further $165,000,000 in principal amount of Notes on February 3, 2006; and

WHEREAS, Section 9.01(f) of the Indenture provides that the Company and the Trustee may amend or supplement the Indenture in order to execute and deliver a guarantee (a “Subsidiary Guarantee”) to comply with Section 10.02 thereof without the consent of the Holders of the Notes; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the charter and the bylaws (or comparable constituent documents) of the Company, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Company, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE 1

Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Company, the Guarantors and the Trustee.

ARTICLE 2

From this date, in accordance with Section 10.02 and by executing this Supplemental Indenture and the accompanying notation of Subsidiary Guarantee (a copy of which is attached hereto), the Guarantors whose signatures appear below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder.

ARTICLE 3

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed (mutatis mutandis) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 3.03. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS SUPPLEMENTAL INDENTURE.

Section 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.


COMPAGNIE GENERALE DE GEOPHYSIQUE
By	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Chairman & CEO

THE BANK OF NEW YORK, AS TRUSTEE
By	/s/ Xxxxx X. Xxxxx
	Name:	Xxxxx X. Xxxxx
	Title:	Vice President

GUARANTORS CGG AMERICAS INC.
By	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title:	Chairman

CGG CANADA SERVICES LTD.
By	/s/ Xxxxxxxx Xxxxxx
	Name:	Xxxxxxxx Xxxxxx
	Title:	President


CGG MARINE RESOURCES NORGE A/S
By	/s/ Xxxxxxxxxx Xxxxxxxxx
	Name:	Xxxxxxxxxx Xxxxxxxxx
	Title:	Chairman of the Board

SERCEL INC.
By	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Chief Executive Officer

SERCEL AUSTRALIA PTY LTD
By	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Director

By	/s/ Xxxxxx Dupoulon
	Name:	Xxxxxx Dupoulon
	Title:	Director

SERCEL CANADA LTD.
By	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	President

VOLNAY ACQUISITION CO. I
By	/s/ Xxxxxxx Xx Xxxx
	Name:	Xxxxxxx Xx Xxxx
	Title:	President


VOLNAY ACQUISITION CO. II
By	/s/ Xxxxxxx Xx Xxxx
	Name:	Xxxxxxx Xx Xxxx
	Title:	President

VERITAS DGC LAND, INC.
By	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:

VERITAS GEOPHYSICAL CORPORATION
By	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:

VERITAS INVESTMENTS, INC.
By	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:


VIKING MARITIME, INC.
By	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:

VERITAS GEOPHYSICAL (MEXICO) LLC
By	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:

VERITAS DGC ASIA PACIFIC LTD.
By	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	President

ALITHEIA RESOURCES INC.
By	/s/ Xxxxxxx Xxxxx
	Name:	Xxxxxxx Xxxxx
	Title:	President

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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 Trustee

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