Dated June 24, 2014 CGG AND THE GUARANTORS NAMED HEREIN SUPPLEMENTAL INDENTURE THE BANK OF NEW YORK MELLON TRUSTEE Ref: L-223941 Linklaters LLP
EXECUTION VERSION
Dated June 24, 2014
CGG AND THE GUARANTORS NAMED HEREIN
6.875% SENIOR NOTES DUE 2022
THE BANK OF NEW YORK MELLON
TRUSTEE
Ref: L-223941
Linklaters LLP
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”).
RECITALS
WHEREAS, the Company and the Trustee entered into an Indenture, dated as of May 1, 2014 (the “Indenture”), pursuant to which the Company has originally issued $500,000,000 in principal amount of 6.875% Senior Notes due 2022 (the “Notes”); 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 each Additional Guarantor and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Company, each Additional Guarantor 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, each Additional Guarantor 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, each Additional Guarantor and the Trustee.
ARTICLE 2
From this date, in accordance with Section 10.02 of the Indenture and by executing this Supplemental Indenture and the accompanying notation of Subsidiary Guarantee (a copy of which is attached hereto), each Additional Guarantor whose signature appears below is 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.
1
The Company and each Additional Guarantor each represent and warrant to the Trustee that the Supplemental Indenture has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms.
The Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution (by any party other than the Trustee) or sufficiency of this Supplemental Indenture and makes no representation with respect thereto.
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.
[Signature page follows]
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.
| CGG S.A. | ||||
| By: | /s/ Xxxxxxxx-Xxxx Xxxxxxx | |||
| Name: | Xxxxxxxx-Xxxx Xxxxxxx | |||
| Title: | Corporate Officer & Chief Financial Officer | |||
Supplemental Indenture 6.875% Senior Notes due 2022 Signature Page
| CGG CANADA SERVICES LTD. | ||||
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: Xxxx Xxxxxxx | ||||
| Title: Authorized Signatory | ||||
Supplemental Indenture 6.875% Senior Notes due 2022 Signature Page
| SERCEL CANADA LTD. | ||||
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | Authorized Signatory | |||
Supplemental Indenture 6.875% Senior Notes due 2022 Signature Page
Signed Sealed and Delivered for SERCEL
AUSTRALIA PTY LTD by its attorney under
power of attorney in the presence of:
| /s/ Xxxxxxxx Place-Xxxxx |
/s/ Xxxx Xxxxxxx | |||
| Witness Signature | Attorney Signature | |||
| Xxxxxxxx Place-Xxxxx |
Xxxx Xxxxxxx | |||
| Print Name | Print Name | |||
Supplemental Indenture 6.875% Senior Notes due 2022 Signature Page
| THE BANK OF NEW YORK MELLON, as Trustee | ||
| By: | /s/ Xxxxxxxxx X. Xxxxxxx | |
| Name: Xxxxxxxxx X. Xxxxxxx | ||
| Title: Vice President | ||
Supplemental Indenture 6.875% Senior Notes due 2022 Signature Page
