Compagnie Générale de Géophysique — Veritas
$200,000,000 71/2% Senior Notes due 2015
$400,000,000 73/4% Senior Notes Due 2017
February 2, 2007
CREDIT SUISSE SECURITIES (EUROPE) LIMITED,
As Representative of the several Underwriters
BNP PARIBAS SECURITIES CORP.,
CALYON SECURITIES (USA), INC.,
NATEXIS BLEICHROEDER INC., and
SG AMERICAS SECURITIES, LLC (collectively, the “Underwriters”)
c/o Credit Suisse Securities (Europe) Limited (“CS”)
One Cabot Square
London, England E14 4QJ
(a) Compagnie Générale de Géophysique-Veritas (the “Company”), a société anonyme incorporated under the laws of France and registered at the Paris Commercial Registry under Number B 969 202 241 (69B00224), agrees, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule A hereto (the “Underwriters”) (i) U.S.$200,000,000 in aggregate principal amount of its 71/2% Senior Notes due 2015 (the “Additional Notes”) to be issued under a supplemental indenture (the “Supplemental Indenture”) to the indenture dated April 28, 2005 (the “Original Indenture”), among the Company, the guarantors party thereto and JPMorganChase Bank, National Association, as trustee (the “Trustee”), such Additional Notes representing a single series of securities with and having the same conditions as the U.S.$330,000,000 aggregate principal amount of the 71/2% Senior Notes due 2015 issued on 28 April 2005 and February 3, 2006 and (ii) U.S.$400,000,000 in aggregate principal amount of its 73/4% Senior Notes due 2017 (the “New Notes”, and together with the Additional Notes, the “Notes” or the “Securities”) under a new indenture (the “New Indenture”, and together with the Original Indenture (as supplemented by the supplemental indenture dated January 12, 2007 among Compagnie Générale de Géophysique (“CGG”), the guarantors named therein and The Bank of New York, as trustee, and as further supplemented by the Supplemental Indenture), the “Indentures”) among the Company, the Guarantors (as defined below) and The Bank of New York Trust Company, National Association, as Trustee.
(b) Application has been made to list the Notes on the Euro MTF Market of the Luxembourg Stock Exchange.
The Company’s obligations under the Securities, including the due and punctual payment of interest on the offered Securities, shall be unconditionally guaranteed pursuant to the each of the Indentures, (each a “Guarantee”, and collectively, the “Guarantees”) on a senior basis by each of the Company’s subsidiaries indicated as Guarantors on Schedule C hereto (together, the “Guarantors”).
Capitalised terms not otherwise defined herein shall have the meaning ascribed to such terms in the Indentures.
The Company hereby agrees with the several Underwriters as follows:
2. Representations and Warranties of the Company and Guarantors. The Company represents and warrants to, and agrees with, and, to the extent applicable to the Guarantors and Guarantees, each Guarantor represents and warrants to, and agrees with, the several Underwriters that as of the date of this Agreement and the Closing Date (as defined below):
(a) The Company has filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Forms F-3 and S-3 (No. 333-140274 and 333-140275) covering the registration of the Securities under the Act, which has become effective. “Registration Statement” at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. “Registration Statement” without reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B.
For purposes of this Agreement:
“430B Information” means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430B(e) or retroactively deemed to be a part of the Registration Statement pursuant to Rule 430B(f).
“430C Information” means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430C.
“Act” means the Securities Act of 1933, as amended.
“Applicable Time” means 3:00 p.m. (London time) on the date of this Agreement.
“Closing Date” has the meaning defined in Section 3 hereof.
“Effective Time” of the Registration Statement relating to the Securities means the time of the first contract of sale for the Securities.
“Exchange Act” means the Securities Exchange Act of 1934.
“Final Prospectus” means the Statutory Prospectus that discloses the public offering price, other 430B Information and other final terms of the Securities and otherwise satisfies Section 10(a) of the Act.
“General Use Issuer Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being so specified in Schedule B to this Agreement.
“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).