COMPAGNIE GENERALE DE GEOPHYSIQUE-VERITAS and the Guarantor named herein 73/4% SENIOR NOTES DUE 2017 SUPPLEMENTAL INDENTURE AND SUBSIDIARY GUARANTEE DATED AS OF DECEMBER 12, 2008 THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION Trustee
Exhibit 2.6.
EXECUTION VERSION
COMPAGNIE GENERALE DE GEOPHYSIQUE-VERITAS
and
the Guarantor named herein
73/4% SENIOR NOTES DUE 2017
SUPPLEMENTAL INDENTURE
AND SUBSIDIARY GUARANTEE
DATED AS OF DECEMBER 12, 2008
THE BANK OF NEW YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION
NATIONAL ASSOCIATION
Trustee
This SUPPLEMENTAL INDENTURE, dated as of December 12, 2008 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 Holding B.V., an
limited liability company organized under the laws of the Netherlands (the “Additional Guarantor”),
and The Bank of New York Mellon Trust Company, National Association (f/k/a The Bank of New York
Trust Company, National Association), as Trustee (the “Trustee”).
RECITALS
WHEREAS, the Company and the Trustee entered into an Indenture, dated as of February 9, 2007
(the “Indenture”), pursuant to which the Company has originally issued $400,000,000 in principal
amount of 73/4% Senior Notes due 2017 (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 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 attached hereto), the Additional Guarantor is subject to the provisions of
the Indenture to the extent provided for in Article 10 thereunder.
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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.
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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 |
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By | /s/ Xxxxx Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Vice-President |
GUARANTOR CGGVERITAS SERVICES HOLDING B.V. |
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By | /s/ Xxxxxxx Xx Xxxx | |||
Name: | Xxxxxxx Xx Xxxx | |||
Title: | Chief Executive Officer and Managing Director |
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Supplemental Indenture (7¾% Senior Notes due 2017) |