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 Trustee
Exhibit 2.8
COMPAGNIE GENERALE DE GEOPHYSIQUE — VERITAS
and
the Guarantor named herein
INITIAL AND EXCHANGE
71/2% SENIOR NOTES DUE 2015
SUPPLEMENTAL INDENTURE
AND SUBSIDIARY GUARANTEE
AND SUBSIDIARY GUARANTEE
DATED AS OF JANUARY 29, 2010
THE BANK OF NEW YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION
NATIONAL ASSOCIATION
Trustee
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 X.X. Xxxxxx Xxxxx Bank, National Association), as Trustee (the “Trustee”).
RECITALS
WHEREAS, the Company and the Trustee entered into an Indenture, dated as of April 28, 2005
(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”), (ii) issued a further $165,000,000
in principal amount of Notes on February 3, 2006 and (iii) issued a further $200,000,000 in
principal amount of Notes on February 9, 2007; 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 Additional Guarantor and of the
Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the
Company, the 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, the 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, the Additional Guarantor 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
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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.
The Company and 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.
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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 — VERITAS |
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By: | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxx | |||
Title: | Chairman and Chief Executive Officer | |||
THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE |
||||
By: | /s/ Xxxx Xxxxxx | |||
Name: | Xxxx Xxxxxx | |||
Title: | Senior Associate | |||
GUARANTOR CGGVERITAS SERVICES (UK) HOLDING B.V. |
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By: | /s/ Xxxxxxxxx Xxxxxx | |||
Name: | Xxxxxxxxx Xxxxxx | |||
Title: | Managing Director | |||