CGG S.A. AND GUARANTORS PARTY HERETO 6.875% Senior Notes due 2022 INDENTURE Dated as of May 1, 2014 THE BANK OF NEW YORK MELLON TrusteeIndenture • July 3rd, 2014 • CGG Holding B.V. • Oil & gas field exploration services • New York
This Indenture, dated as of May 1, 2014 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, as trustee (the “Trustee”).
Linklaters LLP World Trade Centre Amsterdam Zuidplein 180 1077 XV Amsterdam Telephone (31 20) 799 6200 Facsimile (31 20) 799 6300 To: CGG Holding B.V. Schiphol Boulevard 299 1118 BH Schiphol The Netherlands CGG Marine B.V. Schiphol Boulevard 299 1118...CGG Holding B.V. • July 3rd, 2014 • Oil & gas field exploration services
CGG Holding B.V. (“Holding”) and CGG Marine B.V. (“Marine” and together with Holding, the “Companies”) – Registration under the United States Securities Act of 1933, as amended, (the “Act”) of $500,000,000 6.875% Exchange Senior Notes due 15 January 2022 (the “Exchange Notes”) issued by CGG (the “Issuer”)
CGG S.A. AND THE GUARANTORS PARTY HERETORegistration Rights Agreement • July 3rd, 2014 • CGG Holding B.V. • Oil & gas field exploration services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 1, 2014 by and among CGG S.A., a société anonyme organized under the laws of the Republic of France and registered at the Paris Commercial Registry under Number B 969 202 241 (69B00224), (the “Company”), CGG Holding B.V., CGG Marine B.V., CGG Marine Resources Norge AS, CGG Holding (U.S.) Inc., CGG Services (U.S.) Inc., Veritas Investments Inc., CGG Land (U.S.) Inc., Viking Maritime Inc., Veritas Geophysical (Mexico) LLC, Alitheia Resources Inc., Sercel, Inc. and Sercel-GRC Corp. 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 Securities (Europe) Limited, BNP Paribas, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBC Capital Markets, LLC (each an “Initial Purchaser” and, collectively, th
Blake, Cassels & Graydon LLP Barristers & Solicitors Patent & Trade-mark AgentsCGG Holding B.V. • July 3rd, 2014 • Oil & gas field exploration services
We have acted as special Alberta counsel to the Guarantor in connection with the registration of the 2022 Notes and the 2022 Subsidiary Guarantee under the U.S. Securities Act of 1933 (the “Securities Act”) and the proposed offer to exchange the 2022 Notes and the 2022 Subsidiary Guarantee for U.S. $500,000,000 aggregate principal amount of 6.875% Senior Notes due 2022 and the Guarantor’s guarantee thereof.
