EX-4.1



 






Exhibit 4.1




 

 






Execution Copy


 

 


COMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE




AND




GUARANTORS PARTY HERETO


 

 

 



71/2% Senior Notes due 2015



 

 








INDENTURE




Dated as of April 28, 2005








 

 

 







JPMORGAN CHASE BANK, NATIONAL ASSOCIATION




Trustee






 

 


 

 






 









 












CROSS-REFERENCE TABLE*



	 	 	 	 	 	 
	Trust Indenture	 	 	 
	Act Section	 	Indenture Section	 
	310
	(a)(1)	 	 	7.10	 
	 
	(a)(2)	 	 	7.10	 
	 
	(a)(3)	 	 	N/A	 
	 
	(a)(4)	 	 	N/A	 
	 
	(a)(5)	 	 	7.10	 
	 
	(b)	 	 	7.10	 
	 
	(c)	 	 	N/A	 
	311
	(a)	 	 	7.11	 
	 
	(b)	 	 	7.11	 
	 
	(c)	 	 	N/A	 
	312
	(a)	 	 	2.05	 
	
	(b)	 	 	11.03	 
	
	(c)	 	 	11.03	 
	313
	(a)	 	 	7.06	 
	
	(b)(1)	 	 	7.06	 
	
	(b)(2)	 	 	7.06, 7.07	 
	
	(c)	 	 	7.06, 11.02	 
	
	(d)	 	 	7.06	 
	314
	(a)	 	 	4.03, 4.04, 11.02	 
	
	(b)	 	 	N/A	 
	
	(c)(1)	 	 	11.04	 
	
	(c)(2)	 	 	11.04	 
	
	(c)(3)	 	 	N/A	 
	
	(d)	 	 	N/A	 
	
	(e)	 	 	11.05	 
	
	(f)	 	 	N/A	 
	315
	(a)	 	 	7.01	 
	
	(b)	 	 	7.05, 11.02	 
	
	(c)	 	 	7.01	 
	
	(d)	 	 	7.01	 
	
	(e)	 	 	6.11	 
	316
	(a)(last sentence)	 	2.09	 
	
	(a)(1)(A)	 	 	6.05	 
	
	(a)(1)(B)	 	 	6.04	 
	
	(a)(2)	 	 	N/A	 
	
	(b)	 	 	6.07	 
	
	(c)	 	 	2.12	 
	317
	(a)(1)	 	 	6.08	 
	
	(a)(2)	 	 	6.09	 
	
	(b)	 	 	2.04	 
	318
	(a)	 	 	11.01	 
	
	(b)	 	 	N/A	 
	
	(c)	 	 	11.01	 




 

	 	 



	N/A 	means not applicable.
	 
	*	This Cross-Reference Table is not part of the Indenture.






 









 






TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE	 	 	1	 
	Section 1.01.
	 	Definitions	 	 	1	 
	Section 1.02.
	 	Other Definitions	 	 	22	 
	Section 1.03.
	 	Incorporation by Reference of Trust Indenture Act	 	 	23	 
	Section 1.04.
	 	Rules of Construction	 	 	23	 
	ARTICLE 2 THE NOTES	 	 	24	 
	Section 2.01.
	 	Form and Dating	 	 	24	 
	Section 2.02.
	 	Execution and Authentication	 	 	25	 
	Section 2.03.
	 	Registrar and Paying Agent	 	 	26	 
	Section 2.04.
	 	Paying Agent to Hold Money in Trust	 	 	26	 
	Section 2.05.
	 	Holder Lists	 	 	27	 
	Section 2.06.
	 	Transfer and Exchange	 	 	27	 
	Section 2.07.
	 	Replacement Notes	 	 	34	 
	Section 2.08.
	 	Outstanding Notes	 	 	34	 
	Section 2.09.
	 	Treasury Notes	 	 	35	 
	Section 2.10.
	 	Temporary Notes	 	 	35	 
	Section 2.11.
	 	Cancellation	 	 	35	 
	Section 2.12.
	 	Defaulted Interest	 	 	35	 
	ARTICLE 3 REDEMPTION AND REPURCHASE	 	 	36	 
	Section 3.01.
	 	Notices to Trustee	 	 	36	 
	Section 3.02.
	 	Selection of Notes to Be Redeemed	 	 	36	 
	Section 3.03.
	 	Notice of Redemption	 	 	36	 
	Section 3.04.
	 	Effect of Notice of Redemption	 	 	37	 
	Section 3.05.
	 	Deposit of Redemption Price	 	 	38	 
	Section 3.06.
	 	Notes Redeemed in Part	 	 	38	 
	Section 3.07.
	 	Optional Redemption	 	 	38	 
	Section 3.08.
	 	Mandatory Redemption	 	 	39	 
	Section 3.09.
	 	Offer to Purchase by Application of Excess Proceeds	 	 	39	 
	ARTICLE 4 COVENANTS	 	 	42	 
	Section 4.01.
	 	Payment of Notes	 	 	42	 
	Section 4.02.
	 	Maintenance of Office or Agency	 	 	42	 
	Section 4.03.
	 	Reports	 	 	43	 
	Section 4.04.
	 	Compliance Certificate	 	 	43	 
	Section 4.05.
	 	Taxes	 	 	44	 
	Section 4.06.
	 	Stay, Extension and Usury Laws	 	 	44	 
	Section 4.07.
	 	Restricted Payments	 	 	45	 
	Section 4.08.
	 	Dividend and Other Payment Restrictions Affecting Subsidiaries	 	 	48	 
	Section 4.09.
	 	Incurrence of Indebtedness and Issuance of Disqualified Stock	 	 	49	 
	Section 4.10.
	 	Asset Sales	 	 	51	 
	Section 4.11.
	 	Transactions with Affiliates	 	 	53	 
	Section 4.12.
	 	Liens	 	 	54	 
	Section 4.13.
	 	Guarantees of Company Indebtedness by Restricted Subsidiaries	 	 	54	 






i









 





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 4.14.
	 	Corporate Existence	 	 	54	 
	Section 4.15.
	 	Offer to Purchase Upon Change of Control	 	 	54	 
	Section 4.16.
	 	Issuances and Sales of Capital Stock of Restricted Subsidiaries	 	 	56	 
	Section 4.17.
	 	Sale-and-leaseback Transactions	 	 	56	 
	Section 4.18.
	 	No Inducements	 	 	57	 
	Section 4.19.
	 	Additional Amounts	 	 	57	 
	Section 4.20.
	 	Enforceability of Judgments; Indemnification for Foreign Currency Judgments	 	 	59	 
	Section 4.21.
	 	Conduct of Business	 	 	59	 
	Section 4.22.
	 	Anti Layering	 	 	60	 
	Section 4.23.
	 	Effectiveness of Covenants and Events of Default	 	 	60	 
	ARTICLE 5 SUCCESSORS	 	 	60	 
	Section 5.01.
	 	Successor Corporation Substituted	 	 	61	 
	ARTICLE 6 DEFAULTS AND REMEDIES	 	 	61	 
	Section 6.01.
	 	Events of Default	 	 	61	 
	Section 6.02.
	 	Acceleration	 	 	63	 
	Section 6.03.
	 	Other Remedies	 	 	64	 
	Section 6.04.
	 	Waiver of Past Defaults	 	 	64	 
	Section 6.05.
	 	Control by Majority	 	 	64	 
	Section 6.06.
	 	Limitation on Suits	 	 	65	 
	Section 6.07.
	 	Rights of Holders of Notes to Receive Payment	 	 	65	 
	Section 6.08.
	 	Collection Suit by Trustee	 	 	65	 
	Section 6.09.
	 	Trustee May File Proofs of Claim	 	 	65	 
	Section 6.10.
	 	Priorities	 	 	66	 
	Section 6.11.
	 	Undertaking for Costs	 	 	66	 
	ARTICLE 7 TRUSTEE	 	 	67	 
	Section 7.01.
	 	Duties of Trustee	 	 	67	 
	Section 7.02.
	 	Rights of Trustee	 	 	68	 
	Section 7.03.
	 	Individual Rights of Trustee	 	 	69	 
	Section 7.04.
	 	Trustee’s Disclaimer	 	 	69	 
	Section 7.05.
	 	Notice of Defaults	 	 	69	 
	Section 7.06.
	 	Reports by Trustee to Holders of the Notes	 	 	70	 
	Section 7.07.
	 	Compensation and Indemnity	 	 	70	 
	Section 7.08.
	 	Replacement of Trustee	 	 	71	 
	Section 7.09.
	 	Successor Trustee by Merger, etc.	 	 	72	 
	Section 7.10.
	 	Eligibility; Disqualification	 	 	72	 
	Section 7.11.
	 	Preferential Collection of Claims Against Company	 	 	72	 
	ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE; SATISFACTION AND DISCHARGE	 	 	73	 
	Section 8.01.
	 	Option to Effect Legal Defeasance or Covenant Defeasance	 	 	73	 
	Section 8.02.
	 	Legal Defeasance and Discharge	 	 	73	 
	Section 8.03.
	 	Covenant Defeasance	 	 	74	 
	Section 8.04.
	 	Conditions to Legal or Covenant Defeasance	 	 	74	 
	Section 8.05.
	 	Satisfaction and Discharge	 	 	75	 
	Section 8.06.
	 	Deposited Money and U.S. Government Securities to be Held in Trust; Other Miscellaneous Provisions	 	 	77	 






ii









 





	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 8.07.
	 	Repayment to Company	 	 	77	 
	Section 8.08.
	 	Reinstatement	 	 	78	 
	ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER	 	 	78	 
	Section 9.01.
	 	Without Consent of Holders of Notes	 	 	78	 
	Section 9.02.
	 	With Consent of Holders of Notes	 	 	79	 
	Section 9.03.
	 	Compliance with Trust Indenture Act	 	 	81	 
	Section 9.04.
	 	Revocation and Effect of Consents	 	 	81	 
	Section 9.05.
	 	Notation on or Exchange of Notes	 	 	81	 
	Section 9.06.
	 	Trustee to Sign Amendments, etc.	 	 	81	 
	ARTICLE 10 GUARANTEES OF NOTES	 	 	81	 
	Section 10.01.
	 	Subsidiary Guarantees	 	 	81	 
	Section 10.02.
	 	Execution and Delivery of Subsidiary Guarantee	 	 	83	 
	Section 10.03.
	 	Guarantors May Consolidate, etc., on Certain Terms	 	 	83	 
	Section 10.04.
	 	Releases of Guarantees	 	 	84	 
	Section 10.05.
	 	Releases Following Sale of Assets	 	 	84	 
	Section 10.06.
	 	Releases Following Designation as an Unrestricted Subsidiary, etc.	 	 	85	 
	Section 10.07.
	 	Limitation on Guarantor Liability	 	 	85	 
	Section 10.08.
	 	“Trustee” to Include Paying Agent	 	 	85	 
	ARTICLE 11 MISCELLANEOUS	 	 	86	 
	Section 11.01.
	 	Trust Indenture Act Controls	 	 	86	 
	Section 11.02.
	 	Notices	 	 	86	 
	Section 11.03.
	 	Communication by Holders of Notes with Other Holders of Notes	 	 	87	 
	Section 11.04.
	 	Certificate and Opinion as to Conditions Precedent	 	 	87	 
	Section 11.05.
	 	Statements Required in Certificate or Opinion	 	 	88	 
	Section 11.06.
	 	Rules by Trustee and Agents	 	 	88	 
	Section 11.07.
	 	No Personal Liability of Directors, Officers, Employees and Shareholders	 	 	88	 
	Section 11.08.
	 	Governing Law	 	 	89	 
	Section 11.09.
	 	No Adverse Interpretation of Other Agreements	 	 	89	 
	Section 11.10.
	 	Successors	 	 	89	 
	Section 11.11.
	 	Severability	 	 	89	 
	Section 11.12.
	 	Counterpart Originals	 	 	89	 
	Section 11.13.
	 	Table of Contents, Headings, etc.	 	 	89	 
	Section 11.14.
	 	Consent to Jurisdiction; Submission to Process	 	 	90	 






iii









 





EXHIBITS AND ANNEXES




	 	 	 	 	 	 	 
	EXHIBIT A
	 	Form of Note	 	 	A-1	 
	EXHIBIT B-1
	 	Certificate of Transferor from 144A Global Note to Regulation S Global Note	 	 	B-1-1	 
	EXHIBIT B-2
	 	Certificate of Transferor from Regulation S Global Note to 144A Global Note	 	 	B-2-1	 
	EXHIBIT B-3
	 	Certificate of Transferor of Definitive Notes	 	 	B-3-1	 
	EXHIBIT C
	 	Certificate of Institutional Accredited Investor	 	 	C-1	 
	EXHIBIT D
	 	Form of Notation of Subsidiary Guarantee	 	 	D-1	 
	EXHIBIT E
	 	Form of Supplemental Indenture	 	 	E-1	 
	ANNEX A
	 	Registration Rights Agreement	 	 	1	 






iv









 





     This Indenture, dated as of April 28, 2005 is among Compagnie Générale de Géophysique, a
société anonyme incorporated in France and registered at the Evry Commercial Registry under Number
B 969 202 241 (69B00224) (the “Company”), any Guarantors (as hereinafter defined) party hereto and
JPMorgan Chase Bank, National Association, as trustee (the “Trustee”).



RECITAL:




     The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and
for the equal and ratable benefit of the Holders of the 71⁄2% Initial Senior Notes due 2015 (the
“Initial Notes”) and the 71⁄2% Exchange Senior Notes due 2015 (the “Exchange Notes” and, together
with the Initial Notes, the “Notes”), without preference of one series of Notes over the other:


ARTICLE 1
 

DEFINITIONS
AND INCORPORATION

BY REFERENCE



Section 1.01. Definitions.


     “144A Global Note” means a permanent global senior note that contains the paragraph referred
to in footnote 1 and the additional schedule referred to in footnote 3 to the form of the Note
attached hereto as Exhibit A, and that is deposited with the Note Custodian and registered in the
name of the Depository or its nominee, representing Notes originally issued or transferred in
reliance on Rule 144A or another exemption from the registration requirements of the Securities
Act, other than Regulation S.



     “Acquired Indebtedness” means with respect to a specified Person (a) Indebtedness of any other
Person existing at the time such other Person is merged with or into or becomes a Subsidiary of
such specified Person or (b) Indebtedness relating to properties or assets acquired by such
specified Person. Acquired Indebtedness shall be deemed to be incurred on the date the acquired
Person becomes a Restricted Subsidiary or the date of the related acquisition of properties or
assets from such Person.



     “Affiliate” of any specified Person means any other Person directly or indirectly controlling
or controlled by or under direct or indirect common control with such specified Person. For
purposes of this Indenture, “control,” as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies
of such Person, whether through the ownership of Voting Stock, by agreement or otherwise; provided,
however, that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed
to be control. For purposes of this Indenture, the terms “controlling”, “controlled by” and “under
common control with” have correlative meanings.



     “Agent” means any Registrar or Paying Agent.



     “Applicable Premium” means, with respect to any Note on any redemption date, the greater of:




 









 





     (a) 1.0% of the principal amount of the Note and


     (b) the excess of (1) the present value at such redemption date of (A) the redemption price of
the Note at May 15, 2010 (such redemption price being set forth in the table appearing in Section
3.07(a) of this Indenture) plus (B) all required interest payments due on the Note during the
period from such redemption date through May 15, 2010 (excluding accrued but unpaid interest),
computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis
points over (2) the principal amount of the Note, if greater.



     “Applicable Procedures” means, with respect to any transfer or exchange of beneficial
interests in a Global Note, the rules and procedures of the Depository, Euroclear or Clearstream
that apply to such transfer or exchange.



     “Asset Sale” means





	 	(a)	 	the sale, lease, conveyance or other disposition (a “disposition”) of any properties or
assets (including, without limitation, by way of a sale-and-leaseback), excluding
dispositions in the ordinary course of business (provided that the disposition of all or
substantially all of the properties or assets of the Company and its Subsidiaries taken as
a whole will be subject Sections 4.15 and 6.01(f) of this Indenture and not to provisions
of Section 4.10 hereof),
	 
	 	(b)	 	the issue or sale by the Company or any of its Restricted Subsidiaries of Equity
Interests of any of the Company’s Subsidiaries, and
	 
	 	(c)	 	any Event of Loss,



whether, in the case of clause (a), (b) or (c), in a single transaction or a series of related
transactions, provided that such transaction or series of related transactions (i) involves
properties or assets having a fair market value in excess of €2,500,000 or (ii) results in the
payment of net proceeds (including insurance proceeds from an Event of Loss) in excess of
€2,500,000.




     Notwithstanding the preceding provisions of this definition, the following transactions will
be deemed not to be Asset Sales:



     (A) a disposition of obsolete or excess equipment or other properties or assets;




     (B) a disposition of properties or assets (including Equity Interests) by the Company to a
Wholly Owned Restricted Subsidiary or by a Restricted Subsidiary to the Company or to a Wholly
Owned Restricted Subsidiary;



     (C) a disposition of cash or Cash Equivalents;




     (D) a disposition of properties or assets (including Equity Interests) that constitutes a
Restricted Payment that is permitted by Section 4.07 of this Indenture;



     (E) any trade or exchange by the Company or any Restricted Subsidiary of equipment or



2









 




other
properties or assets for equipment or other properties or assets owned or held by another Person,
provided that the fair market value of the properties or assets traded or exchanged by the
Company or such Restricted Subsidiary (together with any cash or Cash Equivalents) is
reasonably equivalent to the fair market value of the properties or assets (together with any cash
or Cash Equivalents) to be received by the Company or such Restricted Subsidiary;




     (F) the creation or perfection of a Lien on any properties or assets (or any income or profits
therefrom) of the Company or any of its Restricted Subsidiaries that is not prohibited by Section
4.12 hereof;



     (G) a sale-and-leaseback of the Company’s office facilities in Massy, France replacing the
sale-and-leaseback transaction relating to such facilities that is outstanding on the Issue Date;



     (H) the surrender or waiver of contract rights or the settlement, release or surrender of
contractual, non-contractual or other claims of any kind;



     (I) the sale or discount, in each case without recourse, of accounts receivable arising in the
ordinary course of business, but only in connection with the compromise of collection thereof;



     (J) the factoring of accounts receivable arising in the ordinary course of business pursuant
to arrangements customary in the region; and



     (K) the grant in the ordinary course of business of any non-exclusive license of patents,
trademarks, registrations therefor and other similar intellectual property. The fair market value
of any non-cash proceeds of a disposition of properties or assets and of any properties or assets
referred to in the foregoing clause (E) of this definition shall be determined in the manner
contemplated in the definition of the term “fair market value,” the results of which determination
shall be set forth in an Officers Certificate delivered to the Trustee.



     “Attributable Indebtedness” in respect of a sale-and-leaseback transaction means, at the time
of determination, the present value (discounted at the rate of interest implicit in such
transaction, determined in accordance with GAAP) of the obligation of the lessee for net rental
payments during the remaining term of the lease included in such sale-and-lease-back transaction
(including any period for which such lease has been extended or may, at the option of the lessor,
be extended). As used in the preceding sentence, the “net rental payments” under any lease for any
such period shall mean the sum of rental and other payments required to be paid with respect to
such period by the lessee thereunder, excluding any amounts required to be paid by such lessee on
account of maintenance and repairs, insurance, taxes, assessments, water rates or similar charges.
In the case of any lease that is terminable by the lessee upon payment of penalty, such net rental
payment shall also include the amount of such penalty, but no rent shall be considered as required
to be paid under such lease subsequent to the first date upon which it may be so terminated.



     “Board of Directors” means the Board of Directors (Conseil d’Administration) of the Company,
or any authorized committee of the Board of Directors.



3









 






     “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant
Secretary of the Company to have been duly adopted by the Board of Directors of the Company and to
be in full force and effect on the date of such certification.


     “Business Day” means any day other than a Legal Holiday.



     “Capital Lease Obligation” means, at the time any determination thereof is to be made, the
amount of the liability in respect of a capital lease that would at such time be required to be
capitalized on a balance sheet in accordance with GAAP.



     “Capital Stock” means (a) in the case of a corporation, corporate stock, (b) in the case of an
association or business entity, any and all shares, interests, participations, rights or other
equivalents (however designated) of corporate stock, including preferred stock, (c) in the case of
a partnership or limited liability company, partnership or membership interests (whether general or
limited) and (d) any other interest or participation that confers on a Person the right to receive
a share of the profits and losses of, or distributions of assets of, the issuing Person.



“Cash Equivalents” means




     (a) securities issued or directly and fully guaranteed or insured by the government of the
United States of America, the Republic of France or any other country whose sovereign debt has a
rating of at least A3 from Moody’s and at least A– from S&P or any agency or instrumentality of any
such government (provided that the full faith and credit of such government is pledged in support
thereof), in each case having maturities of not more than 12 months from the date of acquisition,



     (b) certificates of deposit, Eurodollar time deposits and French negotiable debt instruments
(titres de créances négociables) with maturities of 12 months or less from the date of acquisition,
bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each
case with or issued by any commercial bank organized under the laws of any country that is a member
of the Organization for Economic Cooperation and Development having capital and surplus in excess
of €500,000,000 and whose long-term debt securities are rated at least A3 by Moody’s and at least
A– by S&P,



     (c) repurchase obligations with a term of not more than seven days for underlying securities
of the types described in clauses (a) and (b) above entered into with any financial institution
meeting the qualifications specified in clause (b) above,



     (d) commercial paper and French negotiable debt instruments (titres de créances négociables)
having a rating of at least P-1 from Moody’s or at least A-1 from S&P and in each case maturing
within 12 months after the date of acquisition,



     (e) deposits available for withdrawal on demand with any commercial bank not meeting the
qualifications specified in clause (b) above, provided that all such deposits are made in the
ordinary course of business, do not remain on deposit for more than 30 consecutive days and do not
exceed €25,000,000 in the aggregate at any one time, with no more than €5,000,000 being deposited
in commercial banks within a single country, and



4









 





     (f) money market mutual funds substantially all of the assets of which are of the type
described in any of the foregoing clauses (a) through (d), including, without limitation, any
JPMorgan Money Market Mutual Fund or any other mutual fund for which the Trustee or an
Affiliate of the Trustee serves as investment manager, administrator, shareholder servicing
agent, and/or custodian or subcustodian, notwithstanding that the Trustee or an Affiliate of the
Trustee receives fees from such funds for services it or its Affiliate renders to such fund in
respect of such investment.



     “Change of Control” means the occurrence of any of the following: (a) the sale, lease,
transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or
a series of related transactions, of all or substantially all of the properties or assets of the
Company and its Subsidiaries, taken as a whole, (b) the adoption, by holders of Capital Stock of
the Company, of a voluntary plan relating to the liquidation or dissolution of the Company, (c) the
consummation of any transaction (including, without limitation, any merger or consolidation) the
result of which is that any “person” (as such term is used in Section 13(d) (3) of the Exchange
Act) becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the
Exchange Act), directly or indirectly through one or more intermediaries, of more than 50% of the
voting power of the outstanding Voting Stock of the Company or (d) the first day on which more than
a majority of the members of the Board of Directors are not Continuing Directors; provided,
however, that a transaction in which the Company becomes a Subsidiary of another Person (other than
a Person that is an individual) shall not constitute a Change of Control if (i) the shareholders of
the Company immediately prior to such transaction “beneficially own” (as such term is defined in
Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more
intermediaries, at least a majority of the voting power of the outstanding Voting Stock of such
other Person immediately following the consummation of such transaction and (ii) immediately
following the consummation of such transaction, no “person” (as such term is defined above), other
than such other Person (but including the holders of the Equity Interests of such other Person),
“beneficially owns” (as such term is defined above), directly or indirectly through one or more
intermediaries, more than 50% of the voting power of the outstanding Voting Stock of the Company.



     “Clearstream” means Clearstream Banking, société anonyme.



     “Common Stock” means the common or ordinary shares of the Company.



     “Company” means the party named as such in the first paragraph of this Indenture until a
successor replaces it in accordance with the applicable provisions of this Indenture and thereafter
means such successor.



     “Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated
Net Income of such Person for such period plus, to the extent deducted or excluded in calculating
Consolidated Net Income for such period,



     (a) provision for taxes based on income or profits of such Person and its Restricted
Subsidiaries,



5









 





     (b) Consolidated Interest Expense of such Person and its Restricted Subsidiaries,




     (c) depreciation and amortization (including amortization or impairment, if any, of goodwill
and other intangibles, but excluding amortization of prepaid cash expenses that were paid in a
prior period) of such Person and its Restricted Subsidiaries,



     (d) other non-cash expenses (excluding any such non-cash expense to the extent that it
represents an accrual of or reserve for cash expenses in any future period or amortization of a
prepaid cash expense that was paid in a prior period) of such Person and its Restricted
Subsidiaries less any non-cash items increasing Consolidated Net Income of such Person and its
Restricted Subsidiaries (other than items that will result in cash receipt),



     (e) any expenses, fees, charges or other costs related to any equity offering (other than of
Disqualified Stock) permitted by this Indenture (whether or not successful), and



     (f) without duplication, an amount equal to any extraordinary loss plus any net loss realized
by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale,



     in each case, on a consolidated basis and determined in accordance with GAAP.



     “EBITDA” means net income (loss) plus income tax, plus interest and other financial income and
expense, plus depreciation amortization.



     “Consolidated Interest Coverage Ratio” means with respect to any Person for any period, the
ratio of the Consolidated Cash Flow of such Person for such period to the Consolidated Interest
Expense of such Person for such period; provided, however, that the Consolidated Interest Coverage
Ratio shall be calculated giving pro forma effect to each of the following transactions as if each
such transaction had occurred at the beginning of the applicable four-quarter reference period:



     (a) any incurrence, assumption, guarantee, repayment, purchase or redemption by such Person or
any of its Restricted Subsidiaries of any Indebtedness (other than revolving credit borrowings)
subsequent to the commencement of the period for which the Consolidated Interest Coverage Ratio is
being calculated but prior to the date on which the event for which the calculation of the
Consolidated Interest Coverage Ratio is made (the “Calculation Date”);



     (b) any acquisition that has been made by such Person or any of its Restricted Subsidiaries,
or approved and expected to be consummated within 30 days of the Calculation Date, including, in
each case, through a merger or consolidation, and including any related financing transactions,
during the reference period or subsequent to such reference period and on or prior to the
Calculation Date; and



     (c) any other transaction that may be given pro forma effect in accordance with Article 11 of
Regulation S-X under the Securities Act as in effect from time to time;



6









 





     provided, further, however, that (i) the Consolidated Cash Flow attributable to discontinued
operations, as determined in accordance with GAAP, and operations or businesses disposed of prior
to the Calculation Date, shall be excluded and (ii) the Consolidated Interest Expense attributable
to discontinued operations, as determined in accordance with GAAP, and operations or businesses
disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the
obligations giving rise to such Consolidated Interest Expense will not be obligations of the
referent Person or any of its Restricted Subsidiaries following the Calculation Date.



     “Consolidated Interest Expense” means, with respect to any Person for any period, the sum,
without duplication, of



     (a) the consolidated interest expense of such Person and its Restricted Subsidiaries for such
period, whether paid or accrued (including, without limitation, amortization of original issue
discount, non-cash interest payments, the interest component of any deferred payment obligations,
the interest component of all payments associated with Capital Lease Obligations, commissions,
discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance
financings, and net of all payments made or received (if any) pursuant to Hedging Obligations in
respect of interest rates but excluding amortization of debt issuance costs and non-cash charges
other than non-cash interest expenses related to convertible bonds) and



     (b) the consolidated interest expense of such Person and its Restricted Subsidiaries that was
capitalized during such period.



     “Consolidated Net Income” means, with respect to any Person for any period, the aggregate of
the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated
basis, determined in accordance with GAAP, provided, that (a) the Net Income (but not loss) of any
Person that is not a Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or distributions paid in
cash to the referent Person or a Wholly Owned Restricted Subsidiary thereof, (b) the Net Income of
any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of
dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the
date of determination permitted without any prior governmental approval (that has not been
obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that
Restricted Subsidiary or its stockholders and (c) the cumulative effect of a change in accounting
principles shall be excluded.



     “Consolidated Net Worth” means, with respect to any Person as of any date, the consolidated
stockholders’ equity of such Person and its Restricted Subsidiaries as of such date less the amount
of consolidated stockholders’ equity attributable to Disqualified Stock or treasury stock of such
Person and its Restricted Subsidiaries as of such date, in each case determined in accordance with
GAAP.



     “Consolidated Tangible Net Worth” means, at any date, the Consolidated Net Worth of the
Company and its Restricted Subsidiaries as shown on their most recent consolidated balance sheet
less, without duplication, all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, as determined in accordance with GAAP.



7









 





     “Consolidated Total Assets” means, with respect to any Person as of any date, the consolidated
total assets of such Person and its Restricted Subsidiaries as of such date, as determined in
accordance with GAAP.



     “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors who (a) was a member of the Board of Directors on the Issue Date or (b) was nominated for
election to the Board of Directors with the approval of, or whose election to the Board of
Directors was ratified by, at least a majority of the members of the Board of Directors who were
members of the Board of Directors on the Issue Date or who were so elected to the Board of
Directors thereafter.



     “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in
Section 11.02 hereof or such other address as to which the Trustee may give notice to the Company.



     “Credit Facilities” means, with respect to any Person, one or more debt facilities or
commercial paper facilities with banks or other institutional lenders (including with special
purpose vehicles established by such banks or lenders to provide such facilities) providing for
revolving credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from such lenders
against such receivables) or trade letters of credit, in each case, as amended, restated, modified,
renewed, refunded, replaced or refinanced in whole or in part from time to time.



     “Default” means any event that is, or with the passage of time or the giving of notice or both
would be, an Event of Default.



     “Definitive Notes” means Notes that are in the form of Exhibit A-1 attached hereto (but
without including the text referred to in footnotes 1 and 3 thereto).



     “Depository” means, with respect to the Notes issuable or issued in whole or in part in global
form, the Person specified in Section 2.03 hereof as the Depository with respect to the Notes,
until a successor shall have been appointed and becomes such pursuant to the applicable provision
of this Indenture, and, thereafter, “Depository” shall mean or include such successor.



     “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable), or upon the happening of
any event, matures (excluding any maturity as a result of an optional redemption by the issuer
thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature or are redeemed or retired in full; provided,
however, that any Capital Stock that would constitute Disqualified Stock solely because the holders
thereof (or of any security into which it is convertible or for which it is exchangeable) have the
right to require the issuer to repurchase such Capital Stock (or such security into which it is
convertible or for which it is exchangeable) upon the occurrence of any of the events constituting
an Asset Sale or a Change of Control shall not constitute Disqualified Stock if such Capital Stock
(and all such securities into which it is convertible or for which it is exchangeable) provides
that the issuer thereof may not repurchase or redeem any such Capital Stock (or any such security
into which it is convertible or for



8









 




which it is exchangeable) pursuant to such provisions prior to
compliance by the Company with Section 4.10 or 4.15 of this Indenture, as the case may be.




     “$,” “dollars” and “U.S. dollars” denote the lawful currency of the United States of America.



     “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire
Capital Stock (but excluding any debt security that is convertible into, or exchangeable for,
Capital Stock).



     “euro”
and “€” denote the lawful single currency of participating member states of the
European Economic and Monetary Union as contemplated by the Treaty Establishing the European Union.



     “Euro Equivalent” means, with respect to any monetary amount in a currency other than euros,
at or as of any time for the determination thereof, the amount of euros obtained by converting such
foreign currency involved in such computation into euros at the spot rate for the purchase of euros
with the applicable foreign currency as quoted by Reuters (or, if Reuters ceases to provide such
spot quotations, by any other reputable service as is providing such spot quotations, as selected
by the Company) at approximately 11:00 a.m. (New York City time) on the date not more than two
Business Days prior to such determination.



     “Euroclear” means Morgan Guaranty Trust Company of New York, Brussels office, as operator of
the Euroclear system.



     “Event of Loss” means, with respect to any property or asset of the Company or any Restricted
Subsidiary, (a) any damage to such property or asset that results in an insurance settlement with
respect thereto on the basis of a total loss or a constructive or compromised total loss or (b) the
confiscation, condemnation or requisition of title to such property or asset by any government or
instrumentality or agency thereof.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Exchange Notes” has the meaning set forth in the Recital of this Indenture.



     “Exchange Offer” means the offer that may be made by the Company pursuant to a Registration
Rights Agreement to issue Exchange Notes in exchange for Initial Notes.



     “Existing Indebtedness” means Indebtedness of the Company and its Restricted Subsidiaries
(other than Indebtedness under the Credit Facilities) in existence on the date of this Indenture,
until such amounts are repaid, but shall not include any Indebtedness that is repaid with the
proceeds of the Original Notes.



     The term “fair market value” means, with respect to any asset or Investment, the fair market
value of such asset or Investment at the time of the event requiring such determination, as
determined in good faith by the Company, or, with respect to any asset or Investment in excess of
€15,000,000 (other than cash or Cash Equivalents), as determined by a reputable investment



9









 




banking,
accounting or appraisal firm that is, in the judgment of such Board of Directors, qualified to
perform the task for which such firm has been engaged and independent with respect to the Company.




     “Foreign Restricted Subsidiary” means each of CGG Asia Pacific and CGG Pan India Ltd.



     “GAAP” means International Financial Reporting Standards, accounting principles adopted by the
International Accounting Standards Board and its predecessor, as in effect from time to time.



     “Global Note” means, individually and collectively, the Unrestricted Global Note, the
Regulation S Global Note and the 144A Global Note.



     “guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner including, without
limitation, by way of pledge of assets or through letters of credit or reimbursement agreements in
respect thereof, of all or any part of any Indebtedness.



     “Guarantor” means each of:



     (a) the Initial Guarantors; and




     (b) any other Subsidiary of the Company (including any Restricted Subsidiary that becomes a
Guarantor at its option) that executes a supplemental indenture providing for a Subsidiary
Guarantee in accordance with the provisions of this Indenture,



     and their respective successors and assigns, in each case, until the Subsidiary Guarantee of
such Person has been released in accordance with Sections 10.04, 10.05 or 10.06 hereof.



     “Hedging Obligations” means, with respect to any Person, the obligations of such Person under
(a) interest rate swap agreements, interest rate cap agreements and interest rate collar
agreements, (b) other agreements or arrangements designed to protect such Person against
fluctuations in interest rates and (c) any foreign currency futures contract, option or similar
agreement or arrangement designed to protect such Person against fluctuations in currency exchange
rates or commodity prices, in each case to the extent such obligations are incurred in the ordinary
course of business of such Person and not for speculative purposes.



     “Holder” means a Person in whose name a Note is registered.



     “Indebtedness” means, with respect to any Person, any indebtedness of such Person, without
duplication, whether or not contingent, in respect of borrowed money including, without limitation,
any guarantee thereof, or evidenced by bonds, debentures, notes or similar instruments or letters
of credit (or reimbursement agreements in respect thereof) or bankers’ acceptances or representing
Capital Lease Obligations or the balance deferred and unpaid of the purchase price of any property,
except any such balance that constitutes an accrued expense or trade account payable, or
representing any Hedging Obligations, if and to the extent any of the foregoing indebtedness (other
than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of
such Person



10









 




prepared in accordance with GAAP. The amount of any Indebtedness outstanding as of any
date shall be (a) the accreted value thereof, in the case of any Indebtedness that does not require
current payments of interest, and (b) the principal amount thereof, in the case of any other
Indebtedness (with letters of credit being deemed to have a principal amount equal to the maximum
potential liability of the Company and its Restricted Subsidiaries thereunder).




     “Indenture” means this Indenture, as amended or supplemented from time to time.



     “Indirect Participant” means a Person who holds an interest through a Participant.



     “Initial Guarantors” means the Sercel Guarantors, CGG Americas, Inc., CGG Canada Services Ltd.
and CGG Marine Resources Norge A/S, each a Restricted Subsidiary of the Company and a Guarantor as
of the Issue Date.



     “Initial Notes” has the meaning set forth in the Recital of this Indenture.



     “Initial Purchasers” means RBC Dominion Securities Corporation, Salomon Smith Barney Inc.,
CIBC World Markets Corp. and Crédit Lyonnais.



     “Institutional Accredited Investor” means an “accredited investor” as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act.



     “Investment
Grade Status” shall occur when the Notes receive a rating of
“BBB–” or higher from
S&P (or its equivalent under any successor rating categories of S&P) and a rating of “Baa3” or
higher from Moody’s (or its equivalent under any successor rating categories of Moody’s) or, if
either such entity ceases to rate the Notes for reasons outside the normal control of the Company,
the equivalent investment grade credit rating from any other “nationally recognized statistical
rating organization”, as that term is used in Rule 15c3-1 under the Exchange Act, selected by the
Company as a replacement agency.



     “Investments” means, with respect to any Person, all investments by such Person in other
Persons (including Affiliates) in the forms of direct or indirect loans (including guarantees by
the referent Person of, and Liens on any assets of the referent Person securing, Indebtedness or
other obligations of other Persons), advances or capital contributions (excluding commission,
travel and similar advances to directors, officers and employees made in the ordinary course of
business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or
other securities, together with all items that are or would be classified as investments on a
balance sheet prepared in accordance with GAAP; provided, however, that the following shall not
constitute Investments: (i) extensions of trade credit or other advances to customers on
commercially reasonable terms in accordance with normal trade practices or otherwise in the
ordinary course of business, (ii) Hedging Obligations and (iii) endorsements of negotiable
instruments and documents in the ordinary course of business. If the Company or any Restricted
Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or
indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be
deemed to have made an Investment on the date of any such sale or



11









 




disposition equal to the fair
market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an
amount determined as provided in Section 4.07 of this Indenture.




     “Issue Date” means the first date on which the Initial Notes are issued hereunder.



     “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in Paris,
France, or at a place of payment with respect to the Notes are authorized by law, regulation or
executive order to remain closed. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.



     “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest
or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law (including any conditional sale or other title retention agreement,
any lease in the nature thereof, any option or other agreement to sell or give a security interest
in and any filing of or agreement to give any financing statement under the Uniform Commercial Code
(or equivalent statutes) of any jurisdiction other than a precautionary financing statement
respecting a lease not intended as a security agreement) or any assignment (or agreement to assign)
any right to income or profits from any assets by way of security.



     “Liquidated Damages” means all liquidated damages then owing pursuant to Section 5 of the
Registration Rights Agreement referred to in clause (a) of the definition of “Registration Rights
Agreement.”



     “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business
thereof.



     “Net Income” means, with respect to any Person, the net income (or loss) of such Person,
determined in accordance with GAAP and before any reduction in respect of preferred stock
dividends, excluding, however, (a) any gain (but not loss), together with any related provision for
taxes on such gain (but not loss), realized in connection with (i) any Asset Sale (including,
without limitation, dispositions pursuant to sale-and-leaseback transactions) or (ii) the
disposition of any securities by such Person or any of its Restricted Subsidiaries or the
extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries and (b) any
extraordinary or nonrecurring gain (but not loss), together with any related provision for taxes on
such extraordinary or nonrecurring gain (but not loss).



     “Net Proceeds” means the aggregate cash proceeds received by the Company or any of its
Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash
received upon the sale or other disposition of any non-cash consideration received in any Asset
Sale), net of (without duplication) the following: (a) the direct costs relating to such Asset
Sale (including, without limitation, legal, accounting and investment banking fees, sales
commissions, recording fees, title transfer fees, title insurance premiums, appraiser fees, other
out-of-pocket expenses and costs incurred in connection with preparing such asset for sale) and any
relocation expenses incurred as a result thereof, (b) taxes paid or estimated to be payable as a
result thereof (after taking into account



12









 




any available tax credits or deductions and any tax
sharing arrangements that will result in a reduction in consolidated tax liability), (c) amounts
required to be applied to the repayment of Indebtedness (other than under a revolving credit
facility) secured by a Lien on the asset or assets that were the subject of such Asset Sale and (d)
any reserve (including any reserve against any liabilities associated with such Asset Sale and
retained by the Company or the relevant Restricted Subsidiary) established in accordance with GAAP
or any amount placed in escrow, in either case for adjustment in respect of the sale price of such
asset or assets, until such time as such reserve is reversed or such escrow arrangement is
terminated, in which case Net Proceeds shall include only the amount of the reserve so reversed or
the amount returned to the Company or its Restricted Subsidiaries from such escrow arrangement, as
the case may be.




     “Non-Recourse Debt” means Indebtedness (a) as to which neither the Company nor any of its
Restricted Subsidiaries (i) provides credit support of any kind (including any undertaking,
agreement or instrument that would constitute Indebtedness) or is otherwise directly or indirectly
liable (as a guarantor or otherwise) or (ii) constitutes the lender, (b) no default with respect to
which (including any rights the holders thereof may have to take enforcement action against an
Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) the holders of
Indebtedness of the Company or any of its Restricted Subsidiaries (other than the Notes) to declare
a default on such Indebtedness or cause the payment thereof to be accelerated or payable prior to
its stated maturity and (c) as to which the lenders have been notified in writing that they will
not have any recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.



     “Notes” has the meaning set forth in the Recital of this Indenture.



     “Note Custodian” means the Trustee, as custodian with respect to the Notes in global form, or
any successor entity thereto.



     “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness.



     “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Chief
Administrative Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or
any Vice-President of such Person.



     “Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of
the Company, one of whom must be the principal executive officer, the principal financial officer,
the treasurer or the principal accounting officer of the Company, that meets the requirements of
Section 11.05 hereof.



     “Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the
Trustee, that meets the requirements of Section 11.05 hereof. Unless otherwise provided in this
Indenture, the counsel may be an employee of or counsel to the Company, any Subsidiary of the
Company or the Trustee.



13









 





     “Pari Passu Indebtedness” means, with respect to any Net Proceeds from Asset Sales,
Indebtedness of the Company and its Restricted Subsidiaries the terms of which require the Company
or such Restricted Subsidiary to apply such Net Proceeds to offer to purchase such Indebtedness.



     “Participant” means with respect to DTC, Euroclear or Clearstream, a Person who has an account
with DTC, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear
and Clearstream).



     “Permitted Guarantee” means any guarantee



     (a) guaranteeing or securing the Notes or any Guarantee,




     (b) in favor of the Company or a Guarantor,




     (c) guaranteeing Indebtedness incurred pursuant to clause (a) of the second paragraph of
Section 4.09 of this Indenture, or



     (d) in existence on the date of this Indenture to the extent guaranteeing Existing
Indebtedness and Permitted Refinancing Indebtedness in respect thereof incurred in compliance with
clause (j) of the second paragraph of Section 4.09 of this Indenture.



     “Permitted Investments” means




     (a) any Investment in the Company (including, without limitation, any acquisition of the
Notes) or in a Wholly Owned Restricted Subsidiary of the Company, other than any Investment
described in clause (a) of the definition of “Restricted Payments,”



     (b) any Investment in Cash Equivalents,




     (c) any Investment by the Company or any Restricted Subsidiary of the Company in a Person if
as a result of such Investment (i) such Person becomes a Restricted Subsidiary of the Company or
(ii) such Person is merged or consolidated with or into, or transfers or conveys all or
substantially all of its properties or assets to, or is liquidated into, the Company or a
Restricted Subsidiary of the Company,



     (d) any Investment made as a result of the receipt of non-cash consideration from (i) an Asset
Sale that was made pursuant to and in compliance with Section 4.10 hereof or (ii) a disposition of
assets that does not constitute an Asset Sale,



     (e) Investments in stock, obligations or securities received in settlement of any claim or
debts owing to the Company or any Restricted Subsidiary as a result of bankruptcy or insolvency
proceedings or received in satisfaction of any judgment or in settlement of any claim in
circumstances where the Company does not expect it would receive cash payment in a timely



14









 




manner,
or upon the foreclosure, perfection or enforcement of any Lien in favor of the Company or any
Restricted Subsidiary, in each case as to any claim or debts owing to the Company or any Restricted
Subsidiary that arose in the ordinary course of business of the Company or any such Restricted
Subsidiary, provided that any stocks, obligations or securities received in settlement of any claim
or debts that arose in the ordinary course of business (and received other than as a result of
bankruptcy or insolvency proceedings or received in satisfaction of any judgment or in settlement
of any claim in circumstances where the Company does not expect it would receive cash payment in a
timely manner, or upon foreclosure, perfection or enforcement of any Lien) that are, within 180
days of receipt, converted into cash or Cash Equivalents shall be treated as having been cash or
Cash Equivalents at the time received,




     (f) Investments in Argas Ltd. consisting of guarantees of its obligations incurred in the
ordinary course of its business, provided that such Investments, when taken together with all other
Investments made pursuant to this clause (f) that are at the time outstanding, do not exceed
€50,000,000,



     (g) Investments in Argas Ltd. (other than those described in clause (f) above) and any other
Affiliate organized in a foreign jurisdiction that is required by the applicable laws and
regulations of such foreign jurisdiction or its governmental agencies, authorities or state-owned
businesses to be majority owned by the government of such foreign jurisdiction or individual or
corporate citizens of such foreign jurisdiction or another foreign jurisdiction in order for such
Affiliate to transact business in such foreign jurisdiction, provided that such Investments, when
taken together with all other Investments made pursuant to this clause (g) that are at the time
outstanding, do not exceed 20% of Consolidated Tangible Net Worth,



     (h) Investments in any Person in exchange for, or out of the net cash proceeds of, an issue or
sale by the Company of Equity Interests (other than Disqualified Stock) and



     (i) other Investments in any Person having an aggregate fair market value (measured on the
date each such Investment was made and without giving effect to subsequent changes in value), when
taken together with all other Investments made pursuant to this clause (i) that are at the time
outstanding, do not exceed €25,000,000.



     “Permitted Liens” means




     (a) Liens securing Indebtedness incurred pursuant to clause (a) of the second paragraph of
Section 4.09 hereof, and Liens securing any other Indebtedness under Credit Facilities incurred
pursuant to the first paragraph of such Section 4.09,



     (b) Liens in favor of the Company and its Restricted Subsidiaries,




     (c) Liens on any property or asset of a Person existing at the time such Person is merged into
or consolidated with the Company or any Restricted Subsidiary of the Company, provided that such
Liens were in existence prior to such merger or consolidation, were not created in contemplation of
it and do not extend to any property or asset of the Company or any of its



15









 




Restricted Subsidiaries
other than those of the Person merged into or consolidated with the Company or any of its
Restricted Subsidiaries,




     (d) Liens on any property or asset existing at the time of acquisition thereof by the Company
or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to
such acquisition, were not created in contemplation of it and do not extend to any other property
or asset of the Company or any of its Restricted Subsidiaries,



     (e) Liens securing the performance of statutory obligations, surety or appeal bonds, bid or
performance bonds, insurance obligations or other obligations of a like nature incurred in the
ordinary course of business,



     (f) Liens securing Hedging Obligations,




     (g) Liens existing on the date hereof,



     (h) Liens securing Indebtedness (including Capital Lease Obligations) permitted by clause (g)
of the second paragraph of Section 4.09 hereof, provided that such Liens extend only to the
property, plant or equipment financed by such Indebtedness,



     (i) any interest or title of a lessor under an operating lease,




     (j) Liens arising by reason of deposits necessary to obtain standby letters of credit in the
ordinary course of business,



     (k) Liens on real or personal property or assets of the Company or a Restricted Subsidiary
thereof to secure Indebtedness incurred for the purpose of (i) financing all or any part of the
purchase price of such property or assets incurred prior to, at the time of, or within 90 days
after, the acquisition of such property or assets or (ii) financing all or any part of the cost of
construction or improvement of any such property or assets, provided that the amount of any such
financing shall not exceed the amount expended in the acquisition of, or the construction of, such
property or assets and such Liens shall not extend to any other property or assets of the Company
or a Restricted Subsidiary (other than any associated accounts, contracts and insurance proceeds),



     (l) judgment Liens not giving rise to an Event of Default so long as any appropriate legal
proceeding which may have been duly initiated for the review of such judgment shall not have been
finally terminated or the period within which such proceeding may be initiated shall not have
expired,



     (m) Liens securing Indebtedness of the Company or any Restricted Subsidiary of the Company
that does not exceed €10,000,000 at any one time outstanding,



     (n) Liens securing Acquired Indebtedness incurred pursuant to the first paragraph of Section
4.09 hereof, provided that such Liens (1) secured such Acquired Indebtedness at the time of and
prior to the incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary



16









 




of
the Company and were not granted in connection with, or in anticipation of, such incurrence, and
(2) do not extend to any property or asset of the Company or any of its Restricted Subsidiaries
other than the property or asset that secured the Acquired Indebtedness prior to the time that it
became Acquired Indebtedness of the Company or a Restricted Subsidiary of the Company and




     (o) Liens securing Permitted Refinancing Indebtedness with respect to any Indebtedness secured
by Liens referred to in clauses (c), (d), (g), (h), (k) and (n) above and in this clause (o).



     “Permitted Refinancing Indebtedness” means any Indebtedness of the Company or any of its
Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend,
refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its
Restricted Subsidiaries; provided, however, that



     (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing
Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus
premium, if any, and accrued interest on, the Indebtedness so extended, refinanced, renewed,
replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection
therewith),



     (b) such Permitted Refinancing Indebtedness has a final maturity date no earlier than the
final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the
Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded,



     (c) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is
subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is
subordinated in right of payment to the Notes on terms at least as favorable, taken as a whole, to
the Holders of Notes as those contained in the documentation governing the Indebtedness being
extended, refinanced, renewed, replaced, defeased or refunded and



     (d) if the Company is the obligor on the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded, then such Permitted Refinancing Indebtedness is solely Indebtedness
of the Company;



     provided, however, that a Restricted Subsidiary that is also a Guarantor may guarantee
Permitted Refinancing Indebtedness incurred by the Company, whether or not such Restricted
Subsidiary was an obligor or guarantor of the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded; provided, further, however, that if such Permitted Refinancing
Indebtedness is subordinated to the Notes, such guarantee shall be subordinated to such Restricted
Subsidiary’s Subsidiary Guarantee to at least the same extent.



     “Person” means any individual, corporation, partnership, limited liability company, joint
venture, association, joint-stock company, trust, unincorporated organization or government or
other entity.



17









 





     “QIB” means a “qualified institutional buyer” as defined in Rule 144A under the Securities
Act.



     “Qualified Equity Offering” means (a) any issuance and sale of Equity Interests (other than
Disqualified Stock) of the Company pursuant to an underwritten offering registered under the
Securities Act or (b) any other issuance and sale of Equity Interests (other than Disqualified
Stock) of the Company so long as, at the time of consummation of such sale, the Company has a class
of common equity securities (including American depository shares) registered pursuant to Section
12(b) or Section 12(g) under the Exchange Act.



     “Registration Rights Agreement” means (a) the Registration Rights Agreement, dated as of April
28, 2005, by and among the Company and the Initial Purchasers relating to the Original Notes, a
copy of which is attached hereto as Annex A, and (b) any similar agreement that the Company may
enter into in relation to any other Initial Notes, in each case as such agreement may be amended,
modified or supplemented from time to time.



     “Regulation S” means Regulation S under the Securities Act.



     “Regulation S Global Note” means a permanent global note that contains the paragraph referred
to in footnote 1 and the additional schedule referred to in footnote 3 to the form of the Note
attached hereto as Exhibit A, and that is deposited with the Note Custodian and registered in the
name of the Depository, representing Notes originally issued or transferred in reliance on
Regulation S.



     “Responsible Officer,” when used with respect to the Trustee, means any officer within the
Corporate Trust Department of the Trustee (or any successor department of the Trustee) or any other
officer of the Trustee customarily performing functions similar to those performed by any of the
above designated officers and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and familiarity with the
particular subject.



     “Restricted Beneficial Interest” means any beneficial interest of a Participant or Indirect
Participant in a Restricted Global Note.



     “Restricted Definitive Notes” means the Definitive Notes that are required to bear the legend
set forth in Section 2.06(f) hereof.



     “Restricted Global Notes” means the 144A Global Note and the Regulation S Global Note, each of
which is required to bear the legend set forth in Section 2.06(f) hereof.



     “Restricted Investment” means an Investment other than a Permitted Investment.



     “Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an
Unrestricted Subsidiary.



18









 





     “Rule 144A” means Rule 144A promulgated under the Securities Act.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.,
or any successor to the rating agency business thereof.



     “SEC” means the Securities and Exchange Commission.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Sercel Australia” means Sercel Australia Pty Ltd, an Australian company with its head office
in Rydalmere, New South Wales, Australia, and a Restricted Subsidiary of the Company and a
Guarantor as of the Issue Date.



     “Sercel Canada” means Sercel Canada Ltd, a Canadian company with its head office in Calgary,
Alberta, Canada, and a Restricted Subsidiary of the Company and a Guarantor as of the Issue Date.



     “Sercel Guarantors” Sercel Inc., Sercel Canada and Sercel Australia.



     “Sercel Inc.” means Sercel Inc., a Texas corporation with its head office in Tulsa, Oklahoma,
and a Restricted Subsidiary of the Company and a Guarantor as of the Issue Date.



     “Sercel SA” means:



     (a) Sercel S.A., a French limited liability corporation with its head office in Carquefou,
France, and a Restricted Subsidiary of the Company as of the Issue Date, and/or



     (b) any holding company (including Sercel Holding S.A.) that holds all of the outstanding
Capital Stock of either or both of Sercel SA and Sercel Inc. (other than directors’ qualifying
shares and Capital Stock held by other statutorily required minority shareholders) and that does
not hold any Capital Stock in any other Subsidiary of the Company.



     “Significant Subsidiary” means any Restricted Subsidiary of the Company that would be a
“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant
to the Securities Act, as such Regulation is in effect on the date of this Indenture.



     “Stated Maturity” means, with respect to any mandatory sinking fund or other installment of
interest or principal on any series of Indebtedness, the date on which such payment of interest or
principal was scheduled to be paid in the original documentation governing such Indebtedness, and
shall not include any contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.



     “Strategic Assets” means assets or rights (other than assets that would be classified as
current assets in accordance with GAAP) of the kind used or usable by the Company or its Restricted
Subsidiaries in the business of providing services and software products to the oil and gas
industry or



19









 




manufacturing equipment for use by the oil and gas industry (or any business that is
reasonably complementary or related thereto as determined in good faith by the Board of Directors).




     “Subsidiary” means, with respect to any Person, (a) any corporation, association or other
business entity of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly,
by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof),
(b) any partnership (i) the sole general partner or the managing general partner of which is such
Person or a Subsidiary of such Person or (ii) the only general partners of which are such Person or
of one or more Subsidiaries of such Person (or any combination thereof) and (c) any other Person
whose results for financial reporting purposes are consolidated with those of such Person in
accordance with GAAP.



     “Subsidiary Guarantee” means the guarantee by each Guarantor of the Company’s obligations
under this Indenture and the Notes, executed pursuant to Article 10 hereof.



     “TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on
the date on which this Indenture is qualified under the TIA.



     “Transfer Restricted Securities” means securities that bear or are required to bear the legend
set forth in Section 2.06(f) hereof.



     “Treasury Rate” means, as of any redemption date in respect of the Notes, the yield to
maturity as of such redemption date of United States Treasury securities with a constant maturity
(as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that
has become publicly available at least two Business Days prior to the redemption date (or, if such
Statistical Release is no longer published, any publicly available source of similar market data))
most nearly equal to the period from the redemption date to May 15, 2010; provided, however, that
if the period from the redemption date to May 15, 2010 is less than one year, the weekly
average yield on actually traded United States Treasury securities adjusted to a constant maturity
of one year shall be used.



     “Trustee” means the party named as such in the first paragraph of this Indenture until a
successor replaces it in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.



     “Unrestricted Global Notes” means one or more Global Notes that do not and are not required to
bear the legend set forth in Section 2.06(f) hereof.



     “Unrestricted Subsidiary” means any Subsidiary of the Company that is designated by the Board
of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution and any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors may designate a Subsidiary as an Unrestricted
Subsidiary only to the extent that such Subsidiary at the time of such designation (a) has no
Indebtedness other than Non-Recourse Debt, (b) is not party to any agreement, contract, arrangement
or understanding with the Company or any Restricted Subsidiary of the Company unless such



20









 




agreement, contract, arrangement or understanding does not violate Section 4.11 hereof, and (c) is
a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any
direct or indirect obligation (i) to subscribe for additional Equity Interests or (ii) to maintain
or preserve such Person’s financial condition or to cause such Person to achieve any specified
levels of operating results. Any such designation by the Board of Directors shall be evidenced to
the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and
an Officers’ Certificate certifying that such designation complied with the foregoing conditions
and was permitted by Section 4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail
to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be
an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary
shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date (and, if
such Indebtedness is not permitted to be incurred as of such date pursuant to Section 4.09 hereof,
the Company shall be in default of such covenant). The Board of Directors may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary, provided that such designation
shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of
any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be
permitted if: (1) such Indebtedness is permitted under Section 4.09 hereof, calculated on a pro
forma basis as if such designation had occurred at the beginning of the four-quarter reference
period, and (2) no Default or Event of Default would be in existence following such designation.




     “U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency other than
U.S. dollars, at or as of any time for the determination thereof, the amount of U.S. dollars
obtained by converting such foreign currency involved in such computation into U.S. dollars at the
spot rate for the purchase of U.S. dollars with the applicable foreign currency as quoted by
Reuters (or, if Reuters ceases to provide such spot quotations, by any other reputable service as
is providing such spot quotations, as selected by the Company) at approximately 11:00 a.m. (New
York City time) on the date not more than two Business Days prior to such determination.



     “U.S. Government Securities” means direct obligations of, or obligations guaranteed by, the
United States of America for the payment of which guarantee or obligations the full faith and
credit of the United States is pledged.



     “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at
the time entitled to vote in the election of the board of directors, managers or trustees of such
Person.



     “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the
number of years obtained by dividing (a) the sum of the products obtained by multiplying (i) the
amount of each then remaining installment, sinking fund, serial maturity or other required payments
of principal, including payment at final maturity, in respect thereof, by (ii) the number of years
(calculated to the nearest one-twelfth) that will elapse between such date and the making of such
payment, by (b) the then outstanding principal amount of such Indebtedness.



     “Wholly Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of such
Person to the extent that (a) all of the outstanding Capital Stock or other ownership interests of
which (other than directors’ qualifying shares and Capital Stock held by other statutorily required



21









 




minority shareholders) shall at the time be owned directly or indirectly by such Person or (b) such
Restricted Subsidiary is organized in a foreign jurisdiction and is required by the applicable laws
and regulations of such foreign jurisdiction or its governmental agencies, authorities or
state-owned businesses to be partially owned by the government of such foreign jurisdiction or
individual or corporate citizens of such foreign jurisdiction or another foreign jurisdiction in
order for such Restricted Subsidiary to transact business in such foreign jurisdiction, provided
that such Person, by contract or otherwise, controls the business and management of such Restricted
Subsidiary. Further, in relation to the Company, the term “Wholly Owned Restricted Subsidiary”
includes any Foreign Restricted Subsidiary so long as the direct or indirect ownership interest of
the Company in its Capital Stock is no less than at the Issue Date.





Section 1.02. Other Definitions.




	 	 	 	 	 
	 	 	Defined in	 
	Term	 	Section	 
	“Additional Amounts” 
	 	 	4.19	 
	“Affiliate Transaction” 
	 	 	4.11	 
	“Agreement Currency” 
	 	 	4.20	 
	“Asset Sale Offer” 
	 	 	3.09	 
	“Change of Control Offer” 
	 	 	4.15	 
	“Change of Control Payment” 
	 	 	4.15	 
	“Change of Control Payment Date” 
	 	 	4.15	 
	“Covenant Defeasance” 
	 	 	8.03	 
	“DTC” 
	 	 	2.03	 
	“Event of Default” 
	 	 	6.01	 
	“Excess Proceeds” 
	 	 	4.10	 
	“incur” or “incurrence” 
	 	 	4.09	 
	“Judgment Currency” 
	 	 	4.20	 
	“Legal Defeasance” 
	 	 	8.02	 
	“merger” 
	 	 	1.04	 
	“Offer Amount” 
	 	 	3.09	 
	“Offer Period” 
	 	 	3.09	 
	“Original Notes” 
	 	 	2.02	 
	“Other Company Indebtedness” 
	 	 	4.13	 
	“Paying Agent” 
	 	 	2.03	 
	“Payment Default” 
	 	 	6.01	 
	“Purchase Date” 
	 	 	3.09	 
	“Registrar” 
	 	 	2.03	 
	“Restricted Payments” 
	 	 	4.07	 
	“Taxes” 
	 	 	4.19	 
	“Territory” 
	 	 	4.19	 
	“Relevant Taxing Jurisdiction” 
	 	 	4.19	 
	“Suspended Provisions” 
	 	 	4.23	 
	“U.S. GAAP” 
	 	 	4.03	 






22









 






Section 1.03. Incorporation by Reference of Trust Indenture Act.




     Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. Any terms incorporated in this Indenture that are
defined by the TIA, defined in the TIA by reference to another statute or defined by SEC rule under
the TIA have the meanings so assigned to them.




Section 1.04. Rules of Construction.




     Unless the context otherwise requires:




	 	 	     (1) a term has the meaning assigned to it;
	 
	 	 	     (2) an accounting term not otherwise defined has the meaning assigned to it in
accordance with GAAP;
	 
	 	 	     (3) “or” is not exclusive;
	 
	 	 	     (4) words in the singular include the plural, and in the plural include the singular;
	 
	 	 	     (5) provisions apply to successive events and transactions;
	 
	 	 	     (6) the term “merger” includes a fusion, an amalgamation, a compulsory share exchange,
a conversion of a corporation into another business entity and any other transaction having
effects substantially similar to a merger under the General Corporation Law of the State of
Delaware;
	 
	 	 	     (7) references to “France” are to the French Republic; and
	 
	 	 	     (8) references to sections of or rules under the Securities Act or the Exchange Act
shall be deemed to include substitute, replacement or successor sections or rules adopted by
the SEC from time to time.




     Whenever the covenants or default provisions or definitions in this Indenture refer to an
amount in U.S. dollars or euros, that amount will be deemed to refer to the U.S. Dollar Equivalent
or Euro Equivalent, as applicable, of the amount of any obligation denominated in any other
currency or currencies, including composite currencies.



     The U.S. Dollar Equivalent or the Euro Equivalent for any purpose under this Indenture will be
determined as of a date of determination as described in the definition of “U.S. Dollar Equivalent”
or “Euro Equivalent,” as applicable, in Section 1.01 and, in any case, no subsequent change in the
U.S. Dollar Equivalent or the Euro Equivalent after the applicable date of determination will cause
such determination to be modified.



23









 






ARTICLE 2
 

THE
NOTES




Section 2.01. Form and Dating.




     The Notes shall be issued only in registered form. The Notes and the Trustee’s certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall
be dated the date of its authentication. The Notes shall be issued in denominations of $1,000 and
integral multiples thereof.



     The Initial Notes and the Exchange Notes shall be considered collectively to be a single class
for all purposes of this Indenture, including, without limitation, waivers, amendments, redemptions
and offers to purchase.



     The terms and provisions contained in the Notes shall constitute, and are hereby expressly
made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution
and delivery of this Indenture, expressly agree to such terms and provisions and to be bound
thereby. Notwithstanding the foregoing, to the extent any provision of any Note conflicts with the
express provisions of this Indenture, the provisions of this Indenture shall govern and be
controlling.



     (a) Global Notes. Initial Notes offered and sold to QIBs in reliance on Rule 144A shall be
issued initially in the form of one or more 144A Global Notes, which shall be deposited on behalf
of the purchasers of the Initial Notes represented thereby with the Note Custodian and registered
in the name of the Depository or a nominee of the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. If beneficial interests in any such 144A
Global Note are transferred to an Institutional Accredited Investor, then, for so long as the
Applicable Procedures shall so require, such beneficial interests shall be represented by a
separate 144A Global Note having an initial principal amount equal to the aggregate amount of such
beneficial interests, and such separate 144A Global Note shall be deposited on behalf of the
beneficial owners of the Initial Notes represented thereby with the Note Custodian and registered
in the name of the Depository or a nominee of the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided.



     Initial Notes offered and sold in reliance on Regulation S shall be issued initially in the
form of one or more Regulation S Global Notes, which shall be deposited on behalf of the purchasers
of the Initial Notes represented thereby with the Note Custodian and registered in the name of the
Depository or the nominee of the Depository for the accounts of designated agents holding on behalf
of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as
hereinafter provided.



     Each Global Note shall represent such of the outstanding Notes as shall be specified therein
and each shall provide that it shall represent the aggregate amount of outstanding Notes from time
to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may



24









 




from time to time be reduced or increased, as appropriate, to reflect exchanges, redemptions,
repurchases and transfers of interests. Any endorsement of a Global Note to reflect the amount of
any increase or decrease in the amount of outstanding Notes represented thereby shall be made by
the Trustee or the Note Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.




     (b) Book-Entry Provisions. Participants shall have no rights either under this Indenture with
respect to any Global Note held on their behalf by the Depository or by the Note Custodian as
custodian for the Depository or under such Global Note, and the Depository (or its nominee, if the
Depository is not the Holder) may be treated by the Company, the Trustee and any Agent of the
Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever
(except for the determination of Additional Amounts payable pursuant to Section 4.19 hereof).
Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any Agent
of the Company or the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depository or impair, as between the Depository and its
Participants, the operation of customary practices of such Depository governing the exercise of the
rights of an owner of a beneficial interest in any Global Note.




Section 2.02. Execution and Authentication.




     One Officer shall sign the Notes for the Company by manual or facsimile signature. If the
Company has a corporate seal, it may be reproduced on the Notes and, if so, it may be in facsimile
form.



     If an Officer whose signature is on a Note no longer holds that office at the time a Note is
authenticated, the Note shall nevertheless be valid.



     A Note shall not be valid until authenticated by the manual signature of an authorized
signatory of the Trustee. Such signature shall be conclusive evidence that the Note has been
authenticated under this Indenture. The form of Trustee’s certificate of authentication to be
borne by the Notes shall be substantially as set forth in Exhibit A hereto.



     Each Note shall be dated the date of its authentication.



     The Trustee shall authenticate (i) the Initial Notes for original issue on the Issue Date in
the aggregate principal amount of $165,000,000 (the “Original Notes”), (ii) additional Initial
Notes for original issue from time to time after the Issue Date in such principal amounts as may be
set forth in a written order of the Company described in this sentence and (iii) the Exchange Notes
for original issue from time to time for issue only in exchange for a like principal amount of
Initial Notes, in each case upon a written order of the Company signed by one Officer, which
written order shall specify (a) the amount of Notes to be authenticated and the date of original
issue thereof, (b) whether the Notes are Initial Notes or Exchange Notes, and (c) the amount of
Notes to be issued in global form or definitive form. The aggregate principal amount of Notes
outstanding at any time may not exceed $165,000,000 plus such additional principal amounts as may
be issued and authenticated pursuant to clause (ii) of this paragraph, except as provided in
Section 2.07 hereof.



25









 





     The Trustee may appoint an authenticating agent acceptable to the Company to authenticate
Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes authentication by such agent.
An authenticating agent has the same rights as an Agent to deal with the Company, any Guarantor or
an Affiliate of the Company.




Section 2.03. Registrar and Paying Agent.




     The Company shall maintain an office or agency in the continental United States where Notes
may be presented for registration of transfer or for exchange (“Registrar”) and where Notes may be
presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of
their transfer and exchange. So long as the Notes are listed on the Luxembourg Stock Exchange and
the rules of such stock exchange shall so require, the Company shall maintain a paying agent and a
co-registrar in the Grand Duchy of Luxembourg. The Company may appoint one or more co-registrars
and one or more additional paying agents. The term “Registrar” includes any co-registrar and the
term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent
or Registrar without notice to any Holder. The Company shall notify the Trustee in writing of the
name and address of any Agent not named in this Indenture. If the Company fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company
shall enter into an appropriate agency agreement with any Agent not a party to this Indenture, and
such agreement shall incorporate the TIA’s provisions of this Indenture that relate to such Agent.
The Company or any of its Subsidiaries may act as Paying Agent or Registrar.



     The Company initially appoints The Depository Trust Company (“DTC”) to act as Depository with
respect to the Global Notes.



     The Company initially appoints the Trustee to act as Registrar and Paying Agent at its
Corporate Trust Office in Dallas, Texas and to act as Note Custodian with respect to the Global
Notes, and the Company initially appoints Banque Internationale à Luxembourg to act as Registrar
and Paying Agent in Luxembourg.




Section 2.04. Paying Agent to Hold Money in Trust.




     The Company shall require each Paying Agent other than the Trustee to agree in writing that
the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the
Paying Agent for the payment of principal of or premium, interest or Liquidated Damages, if any, on
the Notes, and will notify the Trustee of any default by the Company in making any such payment.
While any such default continues, the Trustee may require a Paying Agent to pay all money held by
it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it
to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon the occurrence and during the continuance of any Event
of



26









 




Default described in clause (j), (k) or (l) of Section 6.01 hereof, the Trustee shall serve as
Paying Agent for the Notes.





Section 2.05. Holder Lists.




     The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders and shall otherwise comply with
Section 312(a) of the TIA. If the Trustee is not the Registrar, the Company shall furnish to the
Trustee at least seven Business Days before each interest payment date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of the Holders of Notes and the Company shall
otherwise comply with Section 312(a) of the TIA.




Section 2.06. Transfer and Exchange.




     (a) Transfer and Exchange of Global Notes. The transfer and exchange of Global Notes or
beneficial interests therein shall be effected through the Depository, in accordance with this
Indenture and the Applicable Procedures. Beneficial interests in a Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in the same Global Note
in accordance with the Applicable Procedures and, in the case of a Transfer Restricted Security,
the transfer restrictions set forth in the legend in subsection (f) of this Section 2.06. Transfers
of beneficial interests in the Restricted Global Notes to Persons required to take delivery thereof
in the form of an interest in another Restricted Global Note shall be permitted as follows:




	 	 	     (i) 144A Global Note to Regulation S Global Note. If an owner of a beneficial interest
in a 144A Global Note wishes to transfer its beneficial interest in such 144A Global
Note to a Person who is required or permitted to take delivery thereof in the form of
an interest in a Regulation S Global Note, such owner shall, subject to the Applicable
Procedures, exchange or cause the exchange of such interest for an equivalent beneficial
interest in a Regulation S Global Note as provided in this Section 2.06(a)(i). Upon receipt
by the Trustee of (A) instructions given in accordance with the Applicable Procedures
directing the Trustee, as Registrar and Note Custodian, to credit a beneficial interest in
the Regulation S Global Note in an amount equal to the beneficial interest in the 144A
Global Note to be transferred and (B) in the case of Global Notes that are Transfer
Restricted Securities, a certificate substantially in the form of Exhibit B-1 hereto given
by the owner of such beneficial interest stating that the transfer of such interest has been
made in compliance with the transfer restrictions applicable to the Global Notes and
pursuant to and in accordance with Rule 903 or Rule 904 of Regulation S, then the Trustee,
as Registrar and Note Custodian, shall reduce the aggregate principal amount of the
applicable 144A Global Note and increase the aggregate principal amount of the applicable
Regulation S Global Note by the principal amount of the beneficial interest in the 144A
Global Note to be transferred.
	 
	 	 	     (ii) Regulation S Global Note to 144A Global Note. If an owner of a beneficial
interest in a Regulation S Global Note wishes to transfer its beneficial interest in such
Regulation S Global Note to a Person who is required or permitted to take delivery thereof
in



27









 










	 	 	the form of an interest in a 144A Global Note, such owner shall, subject to the
Applicable Procedures and the provisions of Section 2.06(h)(iii) hereof, exchange or cause
the exchange of such interest for an equivalent beneficial interest in a 144A Global Note as
provided in this Section 2.06(a)(ii). Upon receipt by the Trustee of (A) instructions given
in accordance with the Applicable Procedures directing the Trustee, as Registrar and Note
Custodian, to credit a beneficial interest in the 144A Global Note equal to the beneficial
interest in the Regulation S Global Note to be transferred, and (B) in the case of Global
Notes that are Transfer Restricted Securities, a certificate substantially in the form of
Exhibit B-2 attached hereto given by the owner of such beneficial interest stating (1) if
the transfer is pursuant to Rule 144A, that the Person transferring such interest in a
Regulation S Global Note reasonably believes that the Person acquiring such interest in a
144A Global Note is a QIB and is obtaining such beneficial interest in a transaction meeting
the requirements of Rule 144A, (2) if the transfer is pursuant to Rule 144, then the
transfer complies with the requirements of Rule 144, or (3) if the transfer is pursuant to
any other exemption from the registration requirements of the Securities Act, that the
transfer of such interest has been made in compliance with the transfer restrictions
applicable to the Global Notes and pursuant to and in accordance with the requirements of
the exemption claimed, such statement in the case of this clause (3) only to be supported by
(x), if requested by the Company or the Registrar, an Opinion of Counsel from the transferee
or the transferor in form reasonably acceptable to the Company and to the Registrar that
such transfer is in compliance with the Securities Act and any applicable blue sky laws of
any state of the United States, and (y) a certificate substantially in the form of Exhibit C
hereto from the transferee if it is an Institutional Accredited Investor, then the Trustee,
as Registrar and Note Custodian, shall reduce the aggregate principal amount of such
Regulation S Global Note and increase the aggregate principal amount of the applicable 144A
Global Note by the principal amount of the beneficial interest in the Regulation S Global
Note to be transferred.
	 
	 	 	     (iii) 144A Global Note to 144A Global Note. If an owner of a beneficial interest in a
144A Global Note wishes to transfer its beneficial interest in such 144A Global Note to a
Person who is required to take delivery thereof in the form of an interest in a separate
144A Global Note, such owner shall, subject to the Applicable Procedures, exchange or cause
the exchange of such interest for an equivalent beneficial interest in such separate 144A
Global Note as provided in this Section 2.06(a)(iii). Upon receipt by the Trustee of (A)
instructions given in accordance with the Applicable Procedures directing the Trustee, as
Registrar and Note Custodian, to credit a beneficial interest in the separate 144A Global
Note equal to the beneficial interest in the 144A Global Note to be transferred, and (B) in
the case of Global Notes that are Transfer Restricted Securities, if the transfer is
pursuant to Rule 144A a certificate substantially in the form of Exhibit B-2 attached hereto
given by the owner of such beneficial interest stating that the Person transferring such
interest reasonably believes that the Person acquiring such interest is a QIB and is
obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A
and (C) in the case of Global Notes that are Transfer Restricted Securities, if the transfer
is to an Institutional Accredited Investor, a certificate substantially in the form of
Exhibit B-2 hereto from the transferor and a certificate substantially in the form of
Exhibit C hereto from the transferee and, if such transfer is in respect of an aggregate
principal amount of Notes of less than $250,000, an Opinion of




28









 









	 	 	Counsel reasonably acceptable
to the Company and the Registrar that such transfer is in compliance with the Securities Act
and any applicable blue sky laws of any state of the United States, then the Trustee, as
Registrar and Note Custodian, shall reduce the aggregate principal amount of the appropriate
144A Global Note and increase the aggregate principal amount of the other 144A Global Note
by the principal amount of the beneficial interest in the 144A Global Note to be
transferred.




     (b) Transfer and Exchange of Definitive Notes. If issued, Definitive Notes may not be
exchanged or transferred for beneficial interests in a Global Note, except upon consummation of an
Exchange Offer as contemplated by Section 2.06(f)(iv) hereof. When Definitive Notes are presented
by a Holder to the Registrar with a request to register the transfer of the Definitive Notes or to
exchange such Definitive Notes for an equal principal amount of Definitive Notes of other
authorized denominations, the Registrar shall register the transfer or make the exchange as
requested only if the Definitive Notes are presented or surrendered for registration of transfer or
exchange, are endorsed or accompanied by a written instrument of transfer in form satisfactory to
the Registrar duly executed by such Holder or by its attorney, duly authorized in writing, and the
Registrar receives the following (all of which may be submitted by facsimile):




	 	 	     (i) in the case of Definitive Notes that are Transfer Restricted Securities, such
request shall be accompanied by the following additional information and documents, as
applicable:





	 	 	 	     (A) if such Transfer Restricted Security is being delivered to the Registrar by
a Holder for registration in the name of such Holder, without transfer, or such
Transfer Restricted Security is being transferred (1) to the Company or any of its
Subsidiaries or (2) pursuant to an effective registration statement under the
Securities Act, a certification to that effect from such Holder (substantially in
the form of Exhibit B-3 hereto);
	 
	 	 	 	     (B) if such Transfer Restricted Security is being transferred to a Person the
transferor reasonably believes is a QIB in accordance with Rule 144A under the
Securities Act or pursuant to an exemption from registration in accordance with Rule
144 under the Securities Act, a certification to that effect from such Holder (in
substantially the form of Exhibit B-3 hereto);
	 
	 	 	 	     (C) if such Transfer Restricted Security is being transferred to a Non-U.S.
Person in an offshore transaction in accordance with Rule 903 or 904 under
Regulation S of the Securities Act, a certification to that effect from such Holder
(substantially in the form of Exhibit B-3 hereto but containing the certification
called for by clauses (1) through (4) of Exhibit B-1 hereto); or
	 
	 	 	 	     (D) if such Transfer Restricted Security is being transferred to an
Institutional Accredited Investor in reliance on an exemption from the registration
requirements of the Securities Act other than those listed in subparagraph (B) or
(C) above, a certification to that effect from such Holder (substantially in the
form of




29









 






	 	 	 	Exhibit B-3 hereto), and a certification substantially in the form of
Exhibit C hereto from the transferee, and, if such transfer is in respect of an
aggregate principal amount of Notes of less than $250,000, an Opinion of Counsel
reasonably acceptable to the Company and the Registrar that such transfer is in
compliance with the Securities Act and any applicable blue sky laws of any state of
the United States.




     (c) [Intentionally omitted.]



     (d) Restrictions on Transfer and Exchange of Global Notes. Notwithstanding any other
provision of this Indenture, a Global Note may not be transferred as a whole except by the
Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or
another nominee of the Depository or by the Depository or any such nominee to a successor
Depository or a nominee of such successor Depository.



     (e) Authentication of Definitive Notes in Absence of Depository or at Company’s Election. If
at any time (i) the Depository for the Notes notifies the Company that the Depository is unwilling
or unable to continue as Depository for the Global Notes or has ceased to be a clearing agency
registered under the Exchange Act and in either case a successor Depository for the Global Notes is
not appointed by the Company within 90 days after delivery of such notice or (ii) the Company, at
its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive
Notes, then the Company shall execute, and the Trustee shall, upon receipt of an authentication
order in accordance with Section 2.02 hereof, authenticate and deliver Definitive Notes in an
aggregate principal amount equal to the principal amount of the Global Notes in exchange for such
Global Notes. Definitive Notes issued in exchange for beneficial interests in the Global Notes
pursuant to this Section 2.06(e) shall be registered in such names and in such authorized
denominations as the Depository, pursuant to instructions from its direct or Indirect Participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered.



     (f) Legends.




	 	 	     (i) Except as permitted by the following paragraphs (ii), (iii) and (iv), each Note
certificate evidencing a Global Note or a Definitive Note (and all Notes issued in exchange
therefor or substitution thereof) shall bear a legend in substantially the following form,
until the expiration of the applicable holding period with respect to the Notes set forth in
Rule 144(k) promulgated under the Securities Act:
	 
	 	 	     “This security has not been registered under the U.S. Securities
Act of 1933, as amended (the “Securities Act”), or the securities
laws of any state or other jurisdiction. Neither this security nor any interest or
participation herein may be reoffered, sold, assigned, transferred, pledged,
encumbered or otherwise disposed of in the absence of such registration or unless
such transaction is exempt from, or not subject to, such registration requirements
of the Securities Act. The holder of this security by its acceptance hereof, agrees
on its own behalf and on behalf




30









 






	 	 	of any investor account for which it has purchased
securities, to offer, sell or otherwise transfer such security, prior to the date
(the “Resale Restriction Termination Date”) that is two years after the later of the
original issue date hereof and the last date on which Compagnie Générale de
Geophysique (the “Company”) or any affiliate of the Company was
the owner of this security (or any predecessor of such security), only (A) to the
Company or any of its subsidiaries, (B) pursuant to a registration statement that
has been declared effective under the Securities Act, (C) for so long as the
securities are eligible for resale pursuant to Rule 144A under the Securities Act,
to a person it reasonably believes is a “Qualified Institutional
Buyer” as defined in Rule 144A under the Securities Act that purchases for
its own account or for the account of a Qualified Institutional Buyer to whom notice
is given that the transfer is being made in reliance on Rule 144A under the
Securities Act, (D) pursuant to offers and sales to non-U.S. persons that occur
outside the United States within the meaning of Regulation S under the Securities
Act, or (E) pursuant to any other available exemption from the registration
requirements of the Securities Act, subject to compliance with applicable State and
other securities laws and subject to the Company’s and Trustee’s right prior to any
such offer, sale or transfer pursuant to clauses (D) or (E) to require the delivery
of an opinion of counsel, certification and/or other information satisfactory to
each of them. This legend will be removed upon request of the holder after the
Resale Restriction Termination Date.”
	 
	 	 	     (ii) Upon any sale or transfer of a Transfer Restricted Security (including any
Transfer Restricted Security represented by a Global Note) pursuant to Rule 144 under the
Securities Act or pursuant to an effective registration statement under the Securities Act:





	 	 	 	     (A) in the case of any Transfer Restricted Security that is a Definitive Note,
the Registrar shall permit the Holder thereof to exchange such Transfer Restricted
Security for a Definitive Note that does not bear the legend set forth in (i) above
and rescind any restriction on the transfer of such Transfer Restricted Security
upon certification from the transferring holder substantially in the form of Exhibit
B-3 hereto and receipt of an Opinion of Counsel reasonably acceptable to the
Registrar that such transfer is in compliance with the Securities Act; and
	 
	 	 	 	     (B) in the case of any Transfer Restricted Security represented by a Global
Note, such Transfer Restricted Security shall not be required to bear the legend set
forth in (i) above, but shall continue to be subject to the provisions of Section
2.06(a) hereof.





	 	 	     (iii) Upon any sale or transfer of a Transfer Restricted Security (including any
Transfer Restricted Security represented by a Global Note) in reliance on any exemption from
the registration requirements of the Securities Act (other than an exemption pursuant to




31









 






	 	 	Rule 144 under the Securities Act) in which the Holder or the transferee provides an Opinion
of Counsel to the Company and the Registrar in form and substance reasonably acceptable to
the Company and the Registrar (which Opinion of Counsel shall also state that the transfer
restrictions contained in the legend are no longer applicable):





	 	 	 	     (A) in the case of any Transfer Restricted Security that is a Definitive Note,
the Registrar shall permit the Holder thereof to exchange such Transfer Restricted
Security for a Definitive Note that does not bear the legend set forth in (i) above
and rescind any restriction on the transfer of such Transfer Restricted Security;
and
	 
	 	 	 	     (B) in the case of any Transfer Restricted Security represented by a Global
Note, such Transfer Restricted Security shall not be required to bear the legend set
forth in (i) above, but shall continue to be subject to the provisions of Section
2.06(a) hereof.





	 	 	     (iv) Notwithstanding the foregoing, upon consummation of an Exchange Offer, the Company
shall issue and, upon receipt of an authentication order in accordance with Section 2.02
hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in aggregate
principal amount equal to the sum of (A) the principal amount of the Restricted Beneficial
Interests accepted for exchange in the Exchange Offer and (B) the principal amount of any
Restricted Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Unrestricted Global Notes, the Trustee, as Registrar and Note
Custodian, shall reduce accordingly the aggregate principal amount of each applicable
Restricted Global Note and cancel any Restricted Definitive Notes accepted for exchange.




     (g) Cancellation or Adjustment of Global Notes. At such time as all beneficial interests in
Global Notes have been exchanged for Definitive Notes, redeemed, repurchased or cancelled, all
Global Notes shall be returned to or retained and cancelled by the Trustee in accordance with
Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for Definitive Notes or a beneficial interest in another Global Note, redeemed,
repurchased or cancelled, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the Trustee, as
Registrar and Note Custodian, to reflect such reduction; and if the beneficial interest is being
exchanged or transferred to a Person who will take delivery thereof in the form of a beneficial
interest in another Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee, as Registrar and Note Custodian, to
reflect such increase.



     (h) General Provisions Relating to Transfers and Exchanges.




	 	 	     (i) To permit registrations of transfers and exchanges, subject to this Section 2.06,
the Company shall execute and, upon the written order of the Company signed




32









 






	 	 	by an Officer of
the Company, the Trustee shall authenticate Definitive Notes and Global Notes at the
Registrar’s request.
	 
	 	 	     (ii) No service charge shall be made to a Holder for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any transfer tax
or similar governmental charge payable in connection therewith (other than any such transfer
taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections
3.07, 4.10, 4.15 and 9.05 hereof).
	 
	 	 	     (iii) Notwithstanding any other provision of this Section 2.06, prior to 40 days after
the later of the commencement of the offering of any Initial Notes or the date of original
issuance of such Notes, beneficial interests in Regulation S Global Notes may be held only
through Euroclear or Clearstream (as Indirect Participants in DTC), unless transferred to a
Person that takes delivery through a 144A Global Note in accordance with Section 2.06(a)(ii)
hereof.
	 
	 	 	     (iv) All Definitive Notes and Global Notes issued upon any registration of transfer or
exchange of Definitive Notes or Global Notes shall be the valid obligations of the Company,
evidencing the same debt, and entitled to the same benefits under this Indenture, as the
Definitive Notes or Global Notes surrendered upon such registration of transfer or exchange.
	 
	 	 	     (v) The Company and the Registrar shall not be required:





	 	 	 	     (A) to issue, to register the transfer of or to exchange Notes during a period
beginning at the opening of business 15 days before the day of any selection of
Notes for redemption under Section 3.02 hereof and ending at the close of business
on the day of selection;
	 
	 	 	 	     (B) to register the transfer of or to exchange any Note so selected for
redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part; or
	 
	 	 	 	     (C) to register the transfer of a Note other than in amounts of $1,000 or
multiple integrals thereof.





	 	 	     (vi) Prior to due presentment for the registration of a transfer of any Note, the
Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is
registered as the absolute owner of such Note for the purpose of receiving payment of
principal of, premium, if any, interest and Liquidated Damages, if any, on such Notes, and
neither the Trustee, any Agent nor the Company shall be affected by notice to the contrary.
	 
	 	 	     (vii) The Trustee shall authenticate Definitive Notes and Global Notes in accordance
with the provisions of Section 2.02 hereof.




33









 






Section 2.07. Replacement Notes.




     If any mutilated Note is surrendered to the Trustee or the Registrar in Luxembourg, or the
Trustee or the Registrar in Luxembourg receives evidence to its satisfaction of the destruction,
loss or theft of any Note, the Company shall issue and the Trustee, upon the written order of the
Company signed by one Officer of the Company, shall authenticate a replacement Note if the
Trustee’s requirements are met. If required by the Trustee or the Registrar in Luxembourg, as
applicable, and the Company, an indemnity bond must be supplied by the Holder that is sufficient in
the judgment of the Trustee or the Registrar in Luxembourg, as applicable, and the Company to
protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of
them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a
Note. If, after the delivery of such replacement Note, a bona fide purchaser of the original Note
in lieu of which such replacement Note was issued presents for payment or registration such
original Note, the Trustee shall be entitled to recover such replacement Note from the Person to
whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be
entitled to recover upon the security or indemnity provided therefor to the extent of any loss,
damage, cost or expense incurred by the Company, the Trustee, any Agent and any authenticating
agent in connection therewith.



     Subject to the provisions of the final sentence of the preceding paragraph of this Section
2.07, every replacement Note is an additional obligation of the Company and shall be entitled to
all of the benefits of this Indenture equally and proportionately with all other Notes duly issued
hereunder.




Section 2.08. Outstanding Notes.




     The Notes outstanding at any time are all the Notes authenticated by the Trustee except for
those cancelled by it, those delivered to it for cancellation, those reductions in the interest in
a Global Note effected by the Trustee in accordance with the provisions hereof, and those described
in this Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company, any Subsidiary of the Company or an Affiliate of the
Company or any Subsidiary of the Company holds the Note.



     If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.



     If the entire principal of and premium, interest and Liquidated Damages, if any, on any Note
are considered paid under Section 4.01 hereof, it ceases to be outstanding and interest and
Liquidated Damages, if any, on it cease to accrue as of the date of such payment.



34









 






Section 2.09. Treasury Notes.




     In determining whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Company, a Subsidiary of the Company or an
Affiliate, shall be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such direction, waiver or
consent, only Notes that a Trustee knows are so owned shall be so disregarded. Notwithstanding the
foregoing, Notes that the Company, a Subsidiary of the Company or an Affiliate offers to purchase
or acquires pursuant to an offer, exchange offer, tender offer or otherwise shall not be deemed to
be owned by the Company, a Subsidiary of the Company or an Affiliate until legal title to such
Notes passes to the Company, such Subsidiary or such Affiliate as the case may be.




Section 2.10. Temporary Notes.




     Until definitive Notes are ready for delivery, the Company may prepare and the Trustee shall
authenticate temporary Notes upon a written order of the Company signed by one Officer of the
Company. Temporary Notes shall be substantially in the form of definitive Notes but may have
variations that the Company considers appropriate for temporary Notes and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary Notes. Until such exchange, Holders
of temporary Notes shall be entitled to all of the benefits of this Indenture.




Section 2.11. Cancellation.




     The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and
Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for
registration of transfer, exchange, payment, replacement or cancellation and, at the written
request of the Company, shall destroy cancelled Notes (subject to the record retention requirement
of the Exchange Act). Certification of the destruction of all cancelled Notes shall be delivered
to the Company upon its written request. The Company may not issue new Notes to replace Notes that
it has paid or that have been delivered to the Trustee for cancellation, other than as contemplated
by the Exchange Offer.




Section 2.12. Defaulted Interest.




     If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in
writing of the amount of defaulted interest proposed to be paid on each Note and the date of the
proposed payment. The
Company shall fix or cause to be fixed each such special record date and payment date,
provided, however, that no such special record date shall be less than 10 days prior to the related
payment date for such defaulted interest. At least 15 days before the special record date, the
Company (or, upon the written request of the Company, the Trustee in the name and at the expense of
the Company)



35









 




shall mail or cause to be mailed to Holders a notice that states the special record
date, the related payment date and the amount of such interest to be paid.





ARTICLE 3
 

REDEMPTION
AND REPURCHASE




Section 3.01. Notices to Trustee.




     If the Company elects to redeem Notes pursuant to the optional redemption provisions of
Section 3.07 hereof, it shall furnish to the Trustee, at least 30 days but not more than 60 days
before a redemption date, an Officers’ Certificate setting forth (i) the clause of this Indenture
pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount
of Notes to be redeemed and (iv) the redemption price.




Section 3.02. Selection of Notes to Be Redeemed.




     If less than all of the Notes are to be redeemed at any time, the Trustee shall select the
Notes to be redeemed among the Holders of the Notes as follows: (i) if the Notes are listed, in
compliance with the requirements of the principal securities exchange on which the Notes are
listed; or (ii) if the Notes are not so listed, on a pro rata basis, by lot or in accordance with
any other method the Trustee considers fair and appropriate. In the event of partial redemption by
lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not
less than 30 days nor more than 60 days prior to the redemption date by the Trustee from the
outstanding Notes not previously called for redemption.



     The Trustee shall promptly notify the Company in writing of the Notes selected for redemption
and, in the case of any Note selected for partial redemption, the principal amount thereof to be
redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of
$1,000. Provisions of this Indenture that apply to Notes called for redemption also apply to
portions of Notes called for redemption.



     The provisions of the two preceding paragraphs of this Section 3.02 shall not apply with
respect to any redemption affecting only a Global Note, whether such Global Note is to be redeemed
in whole or in part. In case of any such redemption in part, the unredeemed portion of the
principal amount of the Global Note shall be in an authorized denomination.




Section 3.03. Notice of Redemption.




     At least 30 days but not more than 60 days before a redemption date, the Company shall mail or
cause to be mailed, by first class mail a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address. For so long as the Notes are listed on the Luxembourg Stock
Exchange and for so long as the rules of such exchange require, notices of redemption shall be
published once by the Trustee, not less than five Business Days prior to the redemption date, in a
newspaper having general circulation in Luxembourg, which newspaper may be the Luxemburger



36









 




Wort, or
if such newspaper ceases to be published or timely publication in it will not be practicable, in
such other newspaper as the Trustee deems necessary to give fair and reasonable notice to the
Holders of the Notes.




     The notice shall identify the Notes to be redeemed and shall state:




	 	 	     (a) the redemption date;
	 
	 	 	     (b) the redemption price;
	 
	 	 	     (c) if any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the redemption date upon surrender of such Note, a new
Note or Notes in a principal amount equal to the unredeemed portion shall be issued upon
cancellation of the original Note;
	 
	 	 	     (d) the name and address of the Paying Agent;
	 
	 	 	     (e) that Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;
	 
	 	 	     (f) that, unless the Company defaults in making such redemption payment, interest and
Liquidated Damages, if any, on Notes called for redemption cease to accrue on and after the
redemption date;
	 
	 	 	     (g) the clause of this Indenture pursuant to which the Notes called for redemption are
being redeemed; and
	 
	 	 	     (h) that no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Notes.




     If any of the Notes to be redeemed is in the form of a Global Note, then the Company shall
modify such notice to the extent necessary to accord with the procedures of the Depository
applicable to redemption.



     At the Company’s request, the Trustee shall give the notice of redemption in the Company’s
name and at its expense; provided, however, that the Company shall have delivered to the Trustee,
at least 45 days (unless the Company and the Trustee agree to a shorter period) prior to the
redemption date, an Officers’ Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding paragraph.




Section 3.04. Effect of Notice of Redemption.




     Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption become irrevocably due and payable on the redemption date at the redemption price. A
notice of redemption may not be conditional.



37









 






Section 3.05. Deposit of Redemption Price.




     No later than 10:00 a.m., New York City time, on the redemption date, the Company shall
deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and
hold in trust as provided in Section 2.04 hereof) money sufficient to pay the redemption price of
and accrued interest and Liquidated Damages, if any, on all Notes to be redeemed on that date. The
Paying Agent shall promptly return to the Company any money deposited with the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption price of and accrued interest and
Liquidated Damages, if any, on all Notes to be redeemed.



     If the Company complies with the provisions of the preceding paragraph, on and after the
redemption date, interest and Liquidated Damages, if any, shall cease to accrue on the Notes or the
portions of Notes called for redemption. If a Note is redeemed on or after an interest record date
but on or prior to the related interest payment date, then any accrued and unpaid interest and
Liquidated Damages, if any, shall be paid to the Person in whose name such Note was registered at
the close of business on such record date. If any Note called for redemption shall not be so paid
upon surrender for redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption date until such
principal is paid, and to the extent lawful on any interest and Liquidated Damages, if any, not
paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.




Section 3.06. Notes Redeemed in Part.




     Upon surrender of a Note that is redeemed in part, the Company shall issue and the Trustee
shall authenticate for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.




Section 3.07. Optional Redemption.




     (a) At any time prior to May 15, 2010, the Company may redeem the Notes at its option, in
whole or in part, at a redemption price equal to 100% of the principal amount thereof plus the
Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to, the
date of redemption.



     (b) At any time on or after May 15, 2010, the Company shall have the option to redeem the
Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon, to the
applicable redemption date, if redeemed during the twelve-month period beginning on May 15 of the
years indicated below:



	 	 	 	 	 
	Year	 	Percentage	 
	2010 
	 	 	103.750	%
	2011 
	 	 	102.500	%
	2012 
	 	 	101.250	%
	2013 and thereafter 
	 	 	100.000	%






38









 





     (c) Further, prior to May 15, 2008, the Company may redeem on any one or more occasions Notes
(including Exchange Notes) representing up to 35% of the aggregate principal amount of Notes
originally issued under this Indenture (including any Notes originally issued after the Issue Date
but excluding any Exchange Notes) at a redemption price of 107.500% of the principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption
date, with the net cash proceeds of one or more Qualified Equity Offerings, provided that (i) Notes
(including Exchange Notes) representing at least 65% of the aggregate principal amount of Notes
originally issued under this Indenture (including any Notes originally issued after the Issue Date
but excluding any Exchange Notes) remain outstanding immediately after the occurrence of each such
redemption and (ii) such redemption shall occur within 90 days of the date of the closing of each
such Qualified Equity Offering.



     (d) The Company may at any time redeem, in whole but not in part, the Notes at a redemption
price of 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the date of redemption if it has become or would become obligated to
pay any Additional Amounts in respect of the Notes as a result of (i)(1) any change in or amendment
to the laws or treaties (or regulations or rulings promulgated thereunder) of France or (in the
circumstances described in the final paragraph of Section 4.19 hereof) any relevant Territory or
any political subdivision or authority or agency thereof or therein having the power to tax or (2)
any change in or amendment to any official position regarding the application or interpretation of
such laws, treaties, regulations or rulings, which change or amendment is announced or is effective
on or after the date of this Indenture and (ii) such obligation cannot be avoided by the Company
taking reasonable measures available to it. Notwithstanding the preceding sentence of this Section
3.07(d), no notice of redemption of the Notes pursuant to this Section 3.07(d) may be given earlier
than 60 days prior to the earliest date on which the Company could be obligated to pay such
Additional Amounts if a payment in respect of the Notes was then due. Prior to giving notice of
any such redemption, the Company shall deliver to the Trustee (y) an Officers’ Certificate stating
that the obligation to pay Additional Amounts cannot be avoided by the Company or a Guarantor
taking reasonable measures available to it and (z) an Opinion of Counsel of an independent legal
counsel to the Company to the effect that the circumstances referred to in clause (i) above exist.



     (e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of
Section 3.01 through Section 3.06 hereof.




Section 3.08. Mandatory Redemption.




     Except as set forth under Sections 4.10 and 4.15 hereof, the Company shall not be required to
purchase or to make mandatory redemption or sinking fund payments with respect to the Notes.




Section 3.09. Offer to Purchase by Application of Excess Proceeds.




39









 





     In the event that, pursuant to Section 4.10 hereof, the Holders shall have the right to
require the Company to purchase Notes pursuant to an offer (an “Asset Sale Offer”), the Company
shall follow the procedures specified below.



     The Asset Sale Offer shall remain open for a period of 20 Business Days following its
commencement and no longer, except to the extent that a longer period is required by applicable law
(the “Offer Period”). No later than five Business Days after the termination of the Offer Period
(the “Purchase Date”), the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the “Offer Amount”) or, if less than the Offer Amount
has been tendered, all Notes validly tendered in response to the Asset Sale Offer. Payment for any
Notes so purchased shall be made in the same manner as principal payments are made at Stated
Maturity. The Company shall not permit any Restricted Subsidiary to enter into or suffer to exist
any agreement (other than any agreement governing the Company’s or any of its Restricted
Subsidiaries’ Credit Facilities) that would place any restriction of any kind (other than pursuant
to law or regulation) on the ability of the Company to make an Asset Sale Offer. Further, the
Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other
securities laws and regulations thereunder to the extent such laws and regulations are applicable
in connection with the purchase of Notes as a result of an Asset Sale Offer. To the extent that
the provisions of any securities laws or regulations conflict with the provisions relating to an
Asset Sale Offer, the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations described above by virtue thereof.



     If the Purchase Date is on or after an interest record date and on or before the related
interest payment date, any accrued and unpaid interest and Liquidated Damages, if any, shall be
paid to the Person in whose name a Note is registered at the close of business on such record date,
and no additional interest or Liquidated Damages, if any, shall be payable to Holders who tender
Notes pursuant to the Asset Sale Offer.



     Upon the commencement of an Asset Sale Offer, the Company shall send, by first class mail a
notice to each of the Holders, with a copy to the Trustee. The notice shall contain all
instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset
Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice, which shall govern the
terms of the Asset Sale Offer, shall state:




	 	 	     (a) that the Asset Sale Offer is being made pursuant to this Section 3.09 and Section
4.10 hereof and the length of time the Asset Sale Offer shall remain open;
	 
	 	 	     (b) the Offer Amount, the purchase price and the Purchase Date;
	 
	 	 	     (c) that any Note not tendered or accepted for payment shall continue to accrue
interest and Liquidated Damages, if any;
	 
	 	 	     (d) that, unless the Company defaults in making such payment, any Note accepted for
payment pursuant to the Asset Sale Offer shall cease to accrue interest and Liquidated
Damages, if any after the Purchase Date;




40









 






	 	 	     (e) that Holders electing to have a Note purchased pursuant to an Asset Sale Offer may
only elect to have all of such Note purchased and may not elect to have only a portion of
such Note purchased;
	 
	 	 	     (f) that Holders electing to have a Note purchased pursuant to any Asset Sale Offer
shall be required to surrender the Note, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Note completed, to the Company or a Paying Agent at the
address specified in the notice at least three days before the Purchase Date;
	 
	 	 	     (g) that Holders shall be entitled to withdraw their election if the Company or the
Paying Agent, as the case may be, receives, not later than the expiration of the Offer
Period, a telegram, facsimile transmission or letter setting forth the name of the Holder,
the principal amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased;
	 
	 	 	     (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the
Offer Amount, the Trustee shall select the Notes to be purchased on a pro rata basis (with
such adjustments as may be deemed appropriate by the Trustee so that only Notes in
denominations of $1,000, or integral multiples thereof, shall be purchased); and
	 
	 	 	     (i) that Holders whose Notes were purchased only in part shall be issued new Notes
equal in principal amount to the unpurchased portion of the Notes surrendered (or
transferred by book-entry transfer).




     If any of the Notes subject to an Asset Sale Offer is in the form of a Global Note, then the
Company shall modify such notice to the extent necessary to accord with the procedures of the
Depository applicable to repurchases.



     On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment,
on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered
pursuant to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the terms of this
Section 3.09. The Company or the Paying Agent, as the case may be, shall promptly (but in any case
not later than five days after the Purchase Date) mail or deliver to each tendering Holder an
amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company
for purchase, and the Company shall promptly issue a new Note, and the Trustee shall authenticate
and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased
portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by
the Company to the Holder thereof. The Company shall publicly announce the results of the Asset
Sale Offer on the Purchase Date.



     Other than as specifically provided in this Section 3.09, any purchase pursuant to this
Section 3.09 shall be made pursuant to the provisions of Section 3.01 through Section 3.06 hereof.



41









 






ARTICLE 4

 

COVENANTS




Section 4.01. Payment of Notes.




     The Company shall pay or cause to be paid the principal of and premium, interest and
Liquidated Damages, if any, on the Notes on the dates and in the manner provided in the Notes.
Principal, premium, interest and Liquidated Damages, if any, shall be considered paid on the date
due if a Paying Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m.,
New York City time, on the due date money deposited by the Company in immediately available funds
and designated for and sufficient to pay all principal, premium, interest and Liquidated Damages,
if any, then due.



     The Company shall pay interest (including post-petition interest in any proceeding under any
applicable bankruptcy law) on overdue principal and premium, if any, at the rate equal to the
interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any applicable bankruptcy law) on overdue installments of interest
and Liquidated Damages, if any (without regard to any applicable grace period), at the same rate to
the extent lawful.




Section 4.02. Maintenance of Office or Agency.




     The Company shall maintain an office or agency in the continental United States and, subject
to the provisions of Section 2.03 hereof, in the Grand Duchy of Luxembourg where Notes may be
presented or surrendered for payment, where Notes may be surrendered for registration of transfer
or for exchange and where notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served. If at any time the Company shall fail to maintain any such required
office or agency in the continental United States or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.



     The Company may also from time to time designate one or more other offices or agencies where
the Notes may be presented or surrendered for any or all such purposes and may from time to time
rescind such designations. Further, if at any time there shall be no such office or agency in the
continental United States where the Notes may be presented or surrendered for payment, the Company
shall forthwith designate and maintain such an office or agency in the continental United States,
in order that the Notes shall at all times be payable in the continental United States. The
Company shall give prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.



     The Company hereby designates the Corporate Trust Office of the Trustee as one such office or
agency of the Company in accordance with Section 2.03.



42









 






Section 4.03. Reports.




     (a) Whether or not the Company is required to do so by the rules and regulations of the SEC,
so long as any Notes are outstanding, the Company will file with the SEC (unless the SEC will not
accept such a filing):




	 	 	     (i) within the time periods specified in the SEC’s rules and regulations, all annual financial
and other information with respect to the Company and its Subsidiaries that would be required to be
contained in a filing with the SEC on Form 20-F, including a “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” and a report thereon by the Company’s certified
independent accountants, and
	 
	 	 	     (ii) within 60 days after the end of each of the first and third quarters of each
fiscal year (and within 75 days after the end of the second quarter of each fiscal year),
reports on Form 6-K, or any successor form, attaching (a) unaudited consolidated financial
statements for the Company for the period then ended (and the comparable period in the prior
year), in each case prepared in accordance with GAAP (as in effect on the date of such
report or financial information) including either, to the extent permitted under applicable
law and SEC regulations (1) a reconciliation to accounting principles generally accepted in
the United States (“U.S. GAAP”) in substantially the form set out in the Form 20-F of the
Company for the year ended December 31, 2004 dated on or about April 18, 2005 or (2) a
reconciliation of EBITDA to U.S. GAAP; provided that, in either case, such reconciliation
shall be made to U.S. GAAP as in effect on the date of such report or financial information
and (b) the information relating to the Company described in Item 5 of Form 20-F (i.e.,
Operating and Financial Review and Prospects).



Within 15 days of filing, or attempting to file, such information with the SEC, the Company shall
furnish such information to the Holders of the Notes.




     The Company shall at all times comply with Section 314(a) of the TIA.



     (b) For so long as any Notes remain outstanding and during any period during which the Company
is not subject to Section 13 or 15(d) of the Exchange Act nor exempt therefrom pursuant to Rule
12g3-2(b) under the Exchange Act, the Company and the Guarantors will furnish to the holders of the
Notes and prospective purchasers of the Notes, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.



     (c) For so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of such
stock exchange so require, the information referred to in Section 4.03(a) hereof shall also be made
available in Luxembourg through the offices of the Paying Agent in Luxembourg.




Section 4.04. Compliance Certificate.




     (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal
year, an Officers’ Certificate stating that a review of the activities of the Company and its
Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company has kept, observed, performed and



43









 




fulfilled its obligations under this Indenture, and further stating, as to each such Officer
signing such
certificate, that to the best of his or her knowledge the Company has kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and is not in default
in the performance or observance of any of the terms, provisions and conditions of this Indenture
(or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events
of Default of which he or she may have knowledge and what action the Company is taking or proposes
to take with respect thereto) and that to the best of his or her knowledge no event has occurred
and remains in existence by reason of which payments on account of the principal of or interest, if
any, on the Notes is prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.




     (b) So long as not contrary to the then current recommendations of the American Institute of
Certified Public Accountants or its equivalent body in France, as the case may be, the year-end
financial statements delivered pursuant to Section 4.03(a) above shall be accompanied by a written
statement of the Company’s independent public accountants (who shall be a firm of established
international reputation) that in making the examination necessary for certification of such
financial statements, nothing has come to their attention that would lead them to believe that the
Company has violated any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any failure to obtain
knowledge of any such violation.



     (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee,
forthwith upon any Officer becoming aware of any Default or Event of Default, an Officers’
Certificate specifying such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto.




Section 4.05. Taxes.




     The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency,
all material taxes, assessments, and governmental levies except such as are contested in good faith
and by appropriate proceedings or where the failure to effect such payment is not adverse in any
material respect to the Holders of the Notes.




Section 4.06. Stay, Extension and Usury Laws.




     The Company covenants (to the extent that it may lawfully do so) that it shall not at any time
insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any
stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants
that it shall not, by resort to any such law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit the execution of every such power as
though no such law has been enacted.




44









 







Section 4.07. Restricted Payments.




     The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, (i) purchase, redeem or otherwise acquire or retire for value (including, without
limitation, in connection with any merger or consolidation involving the Company) any Equity
Interests of the Company or any of its Restricted Subsidiaries (other than any such Equity
Interests owned by the Company or any Wholly Owned Restricted Subsidiary of the Company); (ii) make
any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for
value, any Indebtedness that is subordinated in right of payment to the Notes or the Subsidiary
Guarantees, as the case may be, except a payment of interest or principal at Stated Maturity; or
(iii) make any Restricted Investment (all such payments and other actions set forth in clauses (i)
through (iii) above being collectively referred to as “Restricted Payments”), unless, at the time
of and after giving effect to such Restricted Payment:




	 	 	     (a) no Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof;
	 
	 	 	     (b) the Company would, at the time of such Restricted Payment and after giving pro
forma effect thereto as if such Restricted Payment had been made at the beginning of the
applicable four-quarter period, have been permitted to incur at least €1.00 of additional
Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in Section
4.09 hereof; and
	 
	 	 	     (c) such Restricted Payment, together with (x) the aggregate amount of all other
Restricted Payments made by the Company and its Restricted Subsidiaries after the date of
this Indenture (excluding Restricted Payments permitted by clauses (b) through (e) and, to
the extent deducted in computing Consolidated Net Income, (f) and (g) of the next succeeding
paragraph), and (y) the aggregate amount of all dividends and other payments or
distributions paid subsequent to the Issue Date on account of the Company’s or any of its
Restricted Subsidiaries’ Equity Interests (including, without limitation, any such payment
in connection with any merger or consolidation involving the Company) or to the direct or
indirect holders of the Company’s Equity Interests in their capacity as such (other than (i)
dividends or distributions payable in Equity Interests (other than Disqualified Stock) of
the Company, (ii) dividends or distributions payable to the Company or any of its Restricted
Subsidiaries or (iii) if the Restricted Subsidiary making such dividend is not a Wholly
Owned Restricted Subsidiary, dividends to its shareholders on a pro rata basis), is less
than the sum (without duplication) of the following: (A) 50% of the cumulative Consolidated
Net Income of the Company for the period (taken as one accounting period) from January 1,
2005 to the end of the Company’s most recently ended fiscal quarter for which internal
financial statements are available at the time of such Restricted Payment (or, if such
Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus (B)
100% of the aggregate of (1) the net cash proceeds and (2) the fair market value of
Strategic Assets transferred or conveyed to the Company (as valued at the time of transfer
or conveyance to the Company, and as determined in the manner contemplated by the definition
of the term “fair market value”), in each case received by the Company since the Issue Date
as a




45









 






	 	 	contribution to its common equity capital or from the issue or sale of Equity Interests of
the Company (other than Disqualified Stock) or from the issuance or sale of Disqualified
Stock or debt securities of the Company that have been converted into, or exchanged or
redeemed for, such Equity Interests (other than any such Equity Interests, Disqualified
Stock or convertible debt securities sold to a Restricted Subsidiary of the Company and
other than Disqualified Stock or convertible debt securities that have been converted into,
or exchanged or redeemed for, Disqualified Stock), plus (C) to the extent that any
Restricted Investment that was made after the date of this Indenture is sold for cash or
otherwise liquidated or repaid for cash, the cash return of capital with respect to such
Restricted Investment (less the cost of disposition, if any) plus (D) if any Unrestricted
Subsidiary is redesignated as a Restricted Subsidiary, the lesser of (1) an amount equal to
the fair market value of the Investments previously made by the Company and its Restricted
Subsidiaries in such Subsidiary as of the date of redesignation and (2) the amount of such
Investments.




     The foregoing provisions will not prohibit any of the following:




	 	(a)	 	the payment of any dividend within 60 days after the date of declaration thereof if at
said date of declaration such payment would have complied with the provisions of this
Indenture;
	 
	 	(b)	 	the redemption, repurchase, retirement, defeasance or other acquisition of any
subordinated Indebtedness of the Company or any Guarantor or any Equity Interests of the
Company or any of its Restricted Subsidiaries in exchange for, or out of the net cash
proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the
Company) of, other Equity Interests of the Company (other than any Disqualified Stock),
provided that the amount of any such net cash proceeds that are utilized for any such
redemption, purchase, retirement, defeasance or other acquisition shall be excluded from
clause (c)(B) of the preceding paragraph;
	 
	 	(c)	 	the defeasance, redemption, purchase, retirement or other acquisition of subordinated
Indebtedness of the Company or any Guarantor with the net cash proceeds from an incurrence
of, or in exchange for, Permitted Refinancing Indebtedness;
	 
	 	(d)	 	the payment of any dividend or distribution by a Restricted Subsidiary of the Company
to the Company or any of its Wholly Owned Restricted Subsidiaries;
	 
	 	(e)	 	repurchases of Equity Interests deemed to occur upon exercise of stock options, if such
Equity Interests represent a portion of the exercise price of such stock options;
	 
	 	(f)	 	so long as no Default has occurred and is continuing, the repurchase or other
acquisition for value of any Equity Interests of the Company or any Restricted Subsidiary
of the Company for allocation (as a free allocation or otherwise) to directors, officers
and employees of the Company and its Restricted Subsidiaries not in excess of €2,500,000 in
any twelve-month period;
	 
	 	(g)	 	so long as no Default has occurred and is continuing, the repurchase, redemption or
other




46









 






	 	 	 	acquisition or retirement for value of any Equity Interests of the Company or any Restricted
Subsidiary of the Company held by any member of the Company’s (or any of its Restricted
Subsidiaries’) management pursuant to any management equity subscription agreement or stock
option agreement in effect as of the Issue Date; provided that the aggregate price paid for
all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed
€1,000,000 in any twelve-month period;
	 
	 	(h)	 	loans or advances in the ordinary course of business to Affiliates or Persons with
which the Company or a Subsidiary may have contractual arrangements in any jurisdiction
reasonably necessary to be made in connection with conducting the business of the Company
or a Subsidiary in such jurisdiction in a form that is customary to address foreign
investment regulation or practice in such jurisdiction, in an aggregate amount not to
exceed €2,000,000 outstanding at any one time;
	 
	 	(i)	 	so long as no Default has occurred and is continuing, advances constituting Investments
or loans to directors, officers and employees of the Company and its Restricted
Subsidiaries in the ordinary course of business for bona fide business purposes not in
excess of €1,000,000 at any one time outstanding; and
	 
	 	(j)	 	other Restricted Payments not to exceed €15,000,000 in the aggregate.




     The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted
Subsidiary if such designation would not cause a Default (except at any time during which the
Company maintains Investment Grade Status). For purposes of making such designation, all
outstanding Investments by the Company and its Restricted Subsidiaries in the Subsidiary so
designated shall be deemed to be Restricted Payments at the time of such designation, in an amount
equal to the fair market value of such Investments at the time of such designation. Such
designation shall only be permitted if such Restricted Payments would be permitted at such time and
if such Restricted Subsidiary otherwise meets the definition of “Unrestricted Subsidiary.”



     The Board of Directors may also redesignate any Unrestricted Subsidiary to be a Restricted
Subsidiary if such redesignation complies with the requirements described in the definition of
“Unrestricted Subsidiary.” If the aggregate amount of all Restricted Payments calculated for
purposes of the first paragraph of this Section 4.07 includes an Investment in an Unrestricted
Subsidiary that subsequently becomes a Restricted Subsidiary pursuant to the terms of this
paragraph, then the aggregate amount of such Restricted Payments shall be reduced by the lesser of
(a) an amount equal to the fair market value of the Investments previously made by the Company and
its Restricted Subsidiaries in such Unrestricted Subsidiary at the time it becomes a Restricted
Subsidiary and (b) the amount of such Investments.



     Any designation or redesignation of a Subsidiary shall be evidenced to the Trustee by filing
with the Trustee a Board Resolution giving effect to such action and evidencing the valuation of
any Investment relating thereto (as determined in good faith by the Board of Directors) and an
Officers’ Certificate certifying that such action complied with the terms of the definition of
“Unrestricted Subsidiary” set forth in this Indenture and with this Section 4.07.



47









 





     The amount of all Restricted Payments (other than cash) shall be the fair market value on the
date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued
by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment. The fair market value of any non-cash Restricted Payment shall be determined in the manner
contemplated by the definition of the term “fair market value,” and the results of such
determination shall be evidenced by an Officers’ Certificate delivered to the Trustee. Not later
than ten Business Days following the date of making any Restricted Payment (other than a Restricted
Payment permitted by clauses (b) through (d) of the second full paragraph of this Section 4.07),
the Company shall deliver to the Trustee an Officers’ Certificate stating that such Restricted
Payment is permitted and setting forth the basis upon which the calculations required by this
Section 4.07 were computed.




Section 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries.




     The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly
or indirectly, create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted Subsidiary to do any
of the following: (a)(i) pay dividends or make any other distributions to the Company or
any of its Restricted Subsidiaries on its Capital Stock or (ii) pay any Indebtedness owed
to the Company or any of its Restricted Subsidiaries; (b) make loans or advances to the
Company or any of its Restricted Subsidiaries or (c) transfer any of its properties or
assets to the Company or any of its Restricted Subsidiaries, except for such encumbrances
or restrictions existing under or by reason of (1) agreements governing Credit Facilities
or Existing Indebtedness, and any amendments, modifications, restatements, renewals,
increases, supplements, refundings, replacements or refinancings thereof, provided that
such amendments, modifications, restatements, renewals, increases, supplements, refundings,
replacements or refinancings are not materially less favorable to the holders of the Notes,
taken as a whole, with respect to such dividend and other payment restrictions than those,
in the case of Credit Facilities, in agreements governing Credit Facilities or, in the case
of Existing Indebtedness, in agreements governing such Existing Indebtedness, in either
case as in effect on the date of this Indenture, (2) this Indenture, the Notes and the
Subsidiary Guarantees, (3) any agreement for the sale or other disposition of Equity
Interests in a Restricted Subsidiary that restricts distributions by that Restricted
Subsidiary pending the sale or other disposition, (4) any instrument governing Indebtedness
or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries
as in effect at the time of such acquisition (except to the extent such Indebtedness was
incurred in connection with or in contemplation of such acquisition), which encumbrance or
restriction is not applicable to any Person, or the properties or assets of any Person,
other than the Person, or the property or assets of the Person, so acquired, provided that,
in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture
to be incurred, (5) by reason of customary provisions restricting the subletting or
assignment of any lease or the transfer of copyrighted or patented materials, (6) purchase
money obligations for property acquired in the ordinary course of business that impose
restrictions of the nature described in clause (c) above on the property so acquired, (7)
customary provisions in agreements for the sale of property or assets, (8) customary
provisions in agreements that restrict the assignment of such agreements or rights
thereunder, (9) provisions with respect to



48









 




the disposition or distribution of assets or property in any joint venture agreement,
assets sale agreement, stock sale agreement or other similar agreement entered into in the
ordinary course of business, but in each case only to the extent such encumbrance or
restriction relates to the transfer of the property, or encumbers or restricts the assets,
subject to such agreement, (10) restrictions on cash or other deposits or net worth imposed
by customers under contracts entered into in the ordinary course of business, (11)
Permitted Refinancing Indebtedness, provided that the encumbrances and restrictions
contained in the agreements governing such Permitted Refinancing Indebtedness are not
materially less favorable to the Holders, taken as a whole, than those contained in the
agreements governing the Indebtedness being refinanced, (12) any Liens not prohibited by
the “Liens” covenant that limit the right of the debtor to dispose of the assets subject to
such Liens, or (13) applicable law.





Section 4.09. Incurrence of Indebtedness and Issuance of Disqualified Stock.




     The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly
liable, contingently or otherwise, with respect to (collectively, “incur” or an “incurrence”) any
Indebtedness (including, without limitation, Acquired Indebtedness) and that the Company will not
issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any
shares of preferred stock; provided, however, that the Company or any Guarantor may incur
Indebtedness or issue Disqualified Stock, and any Restricted Subsidiary may incur Acquired
Indebtedness, in each case if the Consolidated Interest Coverage Ratio for the Company’s most
recently ended four full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred or such
Disqualified Stock is issued would have been at least 3.0 to 1, determined on a pro forma basis
(including a pro forma application of the net proceeds therefrom), as if the additional
Indebtedness or Disqualified Stock had been issued or incurred, as the case may be, at the
beginning of such four-quarter period.



     The foregoing provisions shall not apply to the incurrence by the Company or any of its
Restricted Subsidiaries of any of the following Indebtedness:




	 	 	     (a) Indebtedness under Credit Facilities in an aggregate principal amount at any one
time outstanding not to exceed the greater of (x) €125,000,000, plus any fees, premiums,
expenses (including costs of collection), indemnities and similar amounts payable in
connection with such Indebtedness, and less any amounts derived from Asset Sales and applied
to the permanent reduction of Indebtedness under Credit Facilities in accordance with
Section 4.10 hereof and (y) 10% of the Company’s Consolidated Total Assets;
	 
	 	 	     (b) Existing Indebtedness;
	 
	 	 	     (c) Hedging Obligations;
	 
	 	 	     (d) Indebtedness represented by the Original Notes, any Exchange Notes issued in
exchange for Initial Notes pursuant to an Exchange Offer or the Subsidiary Guarantees;




49









 






	 	 	     (e) intercompany Indebtedness between or among the Company and any of its Wholly Owned
Restricted Subsidiaries, provided that (1) if the Company or any Guarantor is the obligor on
such Indebtedness, then the Indebtedness must be expressly subordinated to the prior payment
in full in cash of all of the Company’s obligations with respect to the Notes or such
Guarantor’s obligations under its Subsidiary Guarantee, as the case may be, and (2) any
subsequent issuance or transfer of Equity Interests that results in any such Indebtedness
being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary of the
Company, or any sale or other transfer of any such Indebtedness to a Person that is neither
the Company nor a Wholly Owned Restricted Subsidiary of the Company, shall be deemed, in
each case, to constitute an incurrence of such Indebtedness by the Company or such
Restricted Subsidiary, as the case may be, as of the date of such issuance, sale or other
transfer that is not permitted by this clause (e);
	 
	 	 	     (f) Indebtedness in respect of bid, performance or surety bonds issued for the account
of the Company or any Restricted Subsidiary thereof in the ordinary course of business,
including guarantees or obligations of the Company or any Restricted Subsidiary thereof with
respect to letters of credit supporting such bid, performance or surety obligations (in each
case other than for an obligation for money borrowed);
	 
	 	 	     (g) Indebtedness represented by Capital Lease Obligations, mortgage financings or
purchase money obligations (or any guarantees thereof or indemnity with respect thereto), in
each case, incurred for the purpose of financing all or any part of the purchase price or
cost of construction or improvement of property, plant or equipment used in the business of
the Company or any of its Restricted Subsidiaries, in an aggregate principal amount,
including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace
any Indebtedness incurred pursuant to this clause (g), not to exceed €20,000,000
at any time outstanding;
	 
	 	 	     (h) the guarantee by the Company of Indebtedness of any of its Restricted Subsidiaries
or by any Restricted Subsidiary of Indebtedness of the Company or another Restricted
Subsidiary, in each case, that was permitted to be incurred by another provision of this
Section 4.09; provided that if the Indebtedness being guaranteed is subordinated in right of
payment to the Notes or a Subsidiary Guarantee then the guarantee shall be subordinated to
the same extent as the Indebtedness guaranteed;
	 
	 	 	     (i) intercompany Indebtedness between or among the Company and any of its Restricted
Subsidiaries incurred in the ordinary course of business in connection with cash pooling or
other cash management arrangements;
	 
	 	 	     (j) Permitted Refinancing Indebtedness incurred in exchange for, or the net proceeds of
which are used to extend, refinance, renew, replace, defease or refund Indebtedness incurred
pursuant to the first paragraph and clauses (b), (d), (g) and (j) of the second paragraph of
this Section 4.09;




50









 






	 	 	     (k) Indebtedness of Restricted Subsidiaries of the Company (other than Guarantors) in
an aggregate principal amount not to exceed 5% of the Company’s Consolidated Total Assets
minus the sum of all Indebtedness of Restricted Subsidiaries of the Company (other than
Guarantors) then outstanding; and
	 
	 	 	     (l) any additional Indebtedness of the Company or any Guarantor in an aggregate
principal amount not in excess of €25,000,000 at any one time outstanding and any guarantee
thereof.




     The Company shall not, and shall not permit any Guarantor to, directly or indirectly, incur
any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness)
is subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be,
unless such Indebtedness is also by its terms (or by the terms of any agreement governing such
Indebtedness) made expressly subordinate to the Notes or the Subsidiary Guarantees of such
Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is
subordinated pursuant to subordination provisions that are most favorable to the holders of any
other Indebtedness of the Company or of such guarantor, as the case may be; provided, however, that
no Indebtedness shall be deemed to be contractually subordinated in right of payment to any other
Indebtedness solely by virtue of being unsecured.



     For purposes of determining compliance with this Section 4.09, in the event that an item of
proposed Indebtedness meets the criteria of more than one of the categories of Indebtedness
described in clauses (a) through (j) of the second paragraph, or is entitled to be incurred
pursuant to the first paragraph, of this Section 4.09, the Company shall be permitted to classify
such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of
such item of Indebtedness, in any manner that complies with this Section 4.09.




Section 4.10. Asset Sales.




     The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate
an Asset Sale (excluding for this purpose an Event of Loss) unless (a) the Company or such
Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at
least equal to the fair market value (as determined in accordance with the definition of such term,
the results of which determination shall be set forth in an Officers’ Certificate delivered to the
Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and (b) at least
75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the
form of cash or Cash Equivalents; provided, however, that the amount of (i) any liabilities (as
shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or
such Restricted Subsidiary (other than contingent liabilities and liabilities that are by their
terms subordinated to the Notes or any guarantee thereof) that are assumed by the transferee of any
such assets pursuant to a customary novation agreement that releases the Company or such Restricted
Subsidiary from further liability and (ii) any securities, notes or other obligations received by
the Company or such Restricted Subsidiary from such transferee that are converted within 180
Business Days by the Company or such Restricted Subsidiary into cash (to the extent of the cash
received in that conversion) shall be deemed to be cash for purposes of this Section 4.10.



51









 





     Within 365 days after the receipt of any Net Proceeds from an Asset Sale (including, without
limitation, any Event of Loss), the Company or any such Restricted Subsidiary may apply such Net
Proceeds to (a) permanently repay the principal of any Indebtedness of the Company ranking in right
of payment at least pari passu with the Notes or any Indebtedness of such Restricted Subsidiary
(provided that if such Restricted Subsidiary is a Guarantor then such Indebtedness shall rank in
right of payment at least pari passu with its Subsidiary Guarantee), (b) make capital expenditures
in respect of Strategic Assets, or (c) acquire (including by way of a purchase of assets or a
majority of the Voting Stock of a Person, by merger, by consolidation or otherwise) Strategic
Assets, provided that if the Company or such Restricted Subsidiary enters into a binding agreement
to acquire such Strategic Assets within such 365-day period, but the consummation of the
transactions under such agreement has not occurred within such 365-day period and such agreement
has not been terminated, then such 365-day period shall be extended by 90 days to permit such
consummation. If such consummation shall not occur, or such agreement shall be terminated within
such 90-day extension period, then the Company may apply, or cause such Restricted Subsidiary to
apply, within 90 days after the end of such initial 90-day extension period or the effective date
of such termination, whichever is earlier, such Net Proceeds as provided in clauses (a) through (c)
of this paragraph. Pending the final application of any such Net Proceeds, the Company or any such
Restricted Subsidiary may temporarily reduce outstanding revolving credit borrowings, including
borrowings under the Credit Facilities, or otherwise invest such Net Proceeds in any manner that is
not prohibited by this Indenture. Any Net Proceeds from Asset Sales that are not applied or
invested as provided in clauses (a) through (c) of this paragraph shall be deemed to constitute
“Excess Proceeds.” Within 30 days of each date on which the aggregate amount of Excess Proceeds
exceeds €10,000,000, the Company shall commence an Asset Sale Offer pursuant to Section 3.09 hereof
to purchase the maximum principal amount of Notes that may be purchased out of Excess Proceeds at
an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages, if any, thereon, to the date of purchase, in accordance
with the procedures set forth in Section 3.09 hereof; provided, however, that, if the Company is
required to apply such Excess Proceeds to purchase, or to offer to purchase, any Pari Passu
Indebtedness, the Company shall only be required to offer to purchase the maximum principal amount
of Notes that may be purchased out of the amount of such Excess Proceeds multiplied by a fraction,
the numerator of which is the aggregate principal amount of Notes outstanding and the denominator
of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount
of Pari Passu Indebtedness outstanding. To the extent that the aggregate principal amount of Notes
tendered pursuant to an Asset Sale Offer is less than the amount that the Company is required to
purchase, the Company may use any remaining Excess Proceeds for general corporate purposes in any
manner not prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by
holders thereof exceeds the amount that the Company is required to purchase, the Trustee shall
select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples
thereof, shall be purchased). Upon completion of such offer to purchase, the amount of Excess
Proceeds shall be reset at zero.



     The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or suffer
to exist any agreement (other than any agreement governing the Company’s or any Restricted



52









 




Subsidiary’s Credit Facilities) that would place any restriction of any kind (other than pursuant
to law or regulation) on the ability of the Company to make an Asset Sale Offer.





Section 4.11. Transactions with Affiliates.




     The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any
payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate
(each of the foregoing, an “Affiliate Transaction”), unless (a) such Affiliate Transaction is in
writing and on terms that are no less favorable to the Company or the relevant Restricted
Subsidiary than those that would have been obtained in a comparable transaction by the Company or
such Restricted Subsidiary with an unrelated Person or, if there is no such comparable transaction,
on terms that are fair and reasonable to the Company or such Restricted Subsidiary, and (b) the
Company delivers to the Trustee (i) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of €2,000,000, an Officers’
Certificate certifying that such Affiliate Transaction complies with clause (a) above and (ii) with
respect to any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of €5,000,000, a resolution of the Board of Directors set forth
in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a)
above and that such Affiliate Transaction has been approved by a majority of the disinterested
members of the Board of Directors and (iii) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in excess of €15,000,000, an
opinion as to the fairness to the Company or the relevant Subsidiary of such Affiliate Transaction
from a financial point of view issued by an accounting, appraisal or investment banking firm that
is, in the judgment of the Board of Directors, qualified to render such opinion and is independent
with respect to the Company; provided, however, that the following shall be deemed not to be
Affiliate Transactions: (A) any employment agreement or other employee compensation plan or
arrangement (including stock option plans) entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business of the Company or such Restricted Subsidiary; (B)
transactions between or among the Company and its Restricted Subsidiaries (including any Person
that becomes a Restricted Subsidiary as a result of any such transaction); (C) loans or advances to
officers, directors and employees of the Company or any of its Restricted Subsidiaries made in the
ordinary course of business and consistent with past practices of the Company and its Restricted
Subsidiaries in an aggregate amount not to exceed €1,000,000 outstanding at any one time; (D)
indemnities of officers, directors and employees of the Company or any of its Restricted
Subsidiaries permitted by provisions of the organizational documents of the Company or such
Restricted Subsidiary or applicable law; (E) the payment of reasonable and customary regular fees
to directors of the Company or any of its Restricted Subsidiaries who are not employees of the
Company or any Subsidiary; (F) any agreement or arrangement in effect as of the Issue Date or any
amendment thereto or replacement thereof or any transaction contemplated thereby (including
pursuant to any amendment or replacement agreement) so long as any such amendment or replacement
agreement, taken as a whole, is no more disadvantageous to the Holders in any material respect than
the original agreement as in effect on the Issue Date; and (G) Restricted Payments and Permitted
Investments that are permitted by the provisions of Section 4.07 hereof.



53









 






Section 4.12. Liens.




     The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, assume or suffer to exist any Lien on any property or asset now owned or
hereafter acquired, or any income or profits therefrom, except Permitted Liens, to secure (a) any
Indebtedness of the Company or such Restricted Subsidiary (if it is not also a Guarantor), unless
prior to, or contemporaneously therewith, the Notes are equally and ratably secured, or (b) any
Indebtedness of any Guarantor, unless prior to, or contemporaneously therewith, the Subsidiary
Guarantee of such Guarantor is equally and ratably secured; provided, however, that if such
Indebtedness is expressly subordinated to the Notes or any Subsidiary Guarantee, the Lien securing
such Indebtedness will be subordinated and junior to the Lien securing the Notes or the Subsidiary
Guarantee, as the case may be, with the same relative priority as such Indebtedness has with
respect to the Notes or the Subsidiary Guarantee.




Section 4.13. Guarantees of Company Indebtedness by Restricted Subsidiaries.




     The Company shall not permit any Restricted Subsidiary, directly or indirectly, to guarantee
any Indebtedness of the Company or any Guarantor (the “Other Company Indebtedness”) other than
Permitted Guarantees, unless such Restricted Subsidiary (if it is not already a Guarantor)
contemporaneously executes and delivers a Subsidiary Guarantee and a supplemental indenture to this
Indenture in accordance with the terms of Section 10.02 hereof, which Subsidiary Guarantee will be
senior to such Restricted Subsidiary’s guarantee of such Other Company Indebtedness if such Other
Company Indebtedness so guaranteed is subordinated Indebtedness.




Section 4.14. Corporate Existence.




     Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, and, subject to Article 10
hereof, the corporate, partnership or other existence of each of its Restricted Subsidiaries, in
accordance with the respective organizational documents (as the same may be amended from time to
time) of the Company or any such Restricted Subsidiary; provided, however, that the Company shall
not be required to preserve the existence of any of its Restricted Subsidiaries, if the Company
shall determine that the preservation thereof is no longer desirable in the conduct of the business
of the Company and its Restricted Subsidiaries, taken as a whole.




Section 4.15. Offer to Purchase Upon Change of Control.




     (a) Upon the occurrence of a Change of Control, each Holder shall have the right to require
the Company to purchase all or any portion (equal to $1,000 or an integral multiple thereof) of
such Holder’s Notes, pursuant to an offer described in this Section 4.15 (a “Change of Control
Offer”), at a purchase price in cash equal to 101% of the aggregate principal amount thereof, plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase (the
“Change of Control Payment”). Within 30 days following a Change of Control, the Company shall give
notice to each Holder and the Trustee stating: (1) that the Change of Control Offer is being made
pursuant to this Section 4.15 and that all Notes validly tendered and not withdrawn will be



54









 




accepted for payment; (2) the purchase price and the purchase date, which shall be no earlier than
30 days but no later than 60 days from the date such notice is given (the “Change of Control
Payment Date”); (3) that any Note not tendered will continue to accrue interest and Liquidated
Damages, if any; (4) that, unless the Company defaults in the payment of the Change of Control
Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to
accrue interest and Liquidated Damages, if any, after the Change of Control Payment Date; (5) that
Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required
to surrender the Notes, properly endorsed for transfer, together with the form entitled “Option of
Holder to Elect Purchase” on the reverse of the Notes completed and such customary documents as the
Company may reasonably request, to the Paying Agent at the address specified in the notice prior to
the close of business on the third Business Day preceding the Change of Control Payment Date; (6)
that Holders will be entitled to withdraw their election if the Paying Agent receives, not later
than the close of business on the second Business Day preceding the Change of Control Payment Date,
a telegram, facsimile transmission or letter setting forth the name of the Holder, the principal
amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his
election to have the Notes purchased; and (7) that Holders whose Notes are being purchased only in
part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes
surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral
multiple thereof. If any of the Notes subject to a Change of Control Offer is in the form of a
Global Note, then the Company shall modify such notice to the extent necessary to accord with the
procedures of the Depository applicable to repurchases. Further, the Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection with the purchase
of Notes as a result of a Change of Control. To the extent that the provisions of any securities
laws or regulations conflict with the provisions relating to the Change of Control Offer, the
Company shall comply with the applicable securities laws and regulations and shall not be deemed to
have breached its obligations described above by virtue thereof.




     (b) On or before 10:00 a.m. New York time on the Change of Control Payment Date, the Company
shall, to the extent lawful, (a) accept for payment all Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an amount equal to the
Change of Control Payment in respect of all Notes or portions thereof so tendered and (c) deliver
or cause to be delivered to the Trustee the Notes so accepted together with an Officers’
Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by
the Company. The Paying Agent shall promptly deliver to each Holder of Notes so tendered the Change
of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause
to be transferred by book entry) to each Holder a new Note equal in principal amount to any
unpurchased portion of the Notes surrendered, if any; provided, however, that each such new Note
will be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly
announce the results of the Change of Control Offer on or as soon as practicable after the Change
of Control Payment Date.



     (c) The Change of Control provisions described above shall be applicable whether or not any
other provisions of this Indenture are applicable.



55









 





     (d) The foregoing provisions of this Section 4.15 that require the Company to make a Change of
Control Offer following a Change of Control shall be applicable regardless of whether any other
provisions of this Indenture are applicable. The Company shall not be required to make a Change of
Control Offer following a Change of Control if a third party makes the Change of Control Offer in
the manner, at the time and otherwise in compliance with the requirements set forth in this
Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes
validly tendered and not withdrawn under such Change of Control Offer.




Section 4.16. Issuances and Sales of Capital Stock of Restricted Subsidiaries.




     The Company (i) shall not, and shall not permit any Restricted Subsidiary of the Company to,
transfer, convey, sell or otherwise dispose of any Capital Stock of any Restricted Subsidiary of
the Company to any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the
Company) and (ii) shall not permit any Restricted Subsidiary of the Company to issue any of its
Equity Interests to any Person other than to the Company or a Wholly Owned Restricted Subsidiary of
the Company (except, in the case of both clauses (i) and (ii) above, as required in the manner
described in clause (b) under the definition of “Wholly Owned Restricted Subsidiary”, provided,
that the business and management of the Restricted Subsidiary is, by contract or otherwise,
controlled by the Company), unless:




	 	(1)	 	the Net Proceeds from such issuance, transfer, conveyance, sale or other disposition
are applied in accordance with Section 4.10 hereof and
	 
	 	(2)	 	immediately after giving effect to such transfer, conveyance, sale or other
disposition, such Restricted Subsidiary either continues to be a Restricted Subsidiary or,
if such Restricted Subsidiary would no longer constitute a Restricted Subsidiary, any
remaining Investment in such Restricted Subsidiary would have been permitted to be made
under Section 4.07 hereof if made on the date of such transfer, conveyance, sale or other
disposition.




     For purposes of this Section 4.16, the creation or perfection of a Lien on any Capital Stock
of a Restricted Subsidiary of the Company to secure any Indebtedness of the Company or any of its
Restricted Subsidiaries shall not be deemed to be a disposition of such Capital Stock; provided,
however, any sale by the secured party of such Capital Stock following foreclosure of its Lien
shall be subject to this Section 4.16.




Section 4.17. Sale-and-leaseback Transactions.




     The Company shall not, and shall not permit any of its Restricted Subsidiaries to, enter into
any sale-and-leaseback transaction; provided, however, that the Company or any Restricted
Subsidiary, as applicable, may enter into a sale-and-leaseback transaction if (i) the Company or
such Restricted Subsidiary could have (a) incurred Indebtedness in an amount equal to the
Attributable Indebtedness relating to such sale-and-leaseback transaction pursuant to the
Consolidated Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof
and (b) incurred a Lien to secure such Indebtedness pursuant to Section 4.12 hereof, (ii) the gross
cash proceeds of such sale-and-leaseback transaction are at least equal to the fair market value
(as determined in accordance



56









 




with the definition of such term, the results of which determination shall be set forth in an
Officers’ Certificate delivered to the Trustee) of the property that is the subject of such
sale-and-leaseback transaction and (iii) the transfer of assets in such sale-and-leaseback
transaction is permitted by, and the Company applies the proceeds of such transaction in compliance
with, Section 4.10 hereof, if applicable.





Section 4.18. No Inducements.




     The Company shall not, and the Company shall not permit any of its Subsidiaries, either
directly or indirectly, to pay (or cause to be paid) any consideration, whether by way of interest,
fee or otherwise, to any Holder for or as an inducement to any consent, waiver, amendment or
supplement of any terms or provisions of this Indenture or the Notes, unless such consideration is
offered to be paid (or agreed to be paid) to all Holders which so consent, waive or agree to amend
or supplement in the time frame set forth on solicitation documents relating to such consent,
waiver or agreement.




Section 4.19. Additional Amounts.




     All payments made by or on behalf of the Company or any Guarantor under or with respect to the
Notes or the Subsidiary Guarantees will be made free and clear of and without withholding or
deduction for or on account of any present or future tax, duty, levy, interest, assessment or other
governmental charge (“Taxes”) imposed or levied by or on behalf of any jurisdiction in which the
Company or any Guarantor (including any successor entities), is then organized or resident for tax
purposes or any political subdivision thereof or therein or any jurisdiction by or through which
payment is made (each, a “Relevant Taxing Jurisdiction”), unless the Company or any Guarantor (or
any Paying Agent) is required to withhold or deduct Taxes under the laws of the Relevant Taxing
Jurisdiction or by the interpretation or administration thereof by the relevant taxing authority.
If the Company or any Guarantor (or any Paying Agent) is so required to withhold or deduct any
amount for or on account of Taxes from any payment made under or with respect to the Notes or the
Subsidiary Guarantees, the Company or any such Guarantor (and each Paying Agent) will pay to each
Holder of the Notes that are outstanding on the date of the required payment, such additional
amounts (“Additional Amounts”) as may be necessary so that the net amount received by such Holder
(including the Additional Amounts) after such withholding or deduction will not be less than the
amount such Holder would have received if such Taxes had not been withheld or deducted, provided
that no Additional Amounts will be payable with respect to any Note:




	 	(a)	 	surrendered by the Holder thereof for payment of principal more than 30 days after the
later of (1) the date on which such payment first became due and (2) if the full amount
payable has not been received by or on behalf of the relevant Holder on or prior to such
due date, the date on which, the full amount having been so received, notice to that effect
shall have been given to the Holders by the Trustee, except to the extent that the Holder
would have been entitled to such Additional Amounts on surrendering such Note for payment
on the last day of the applicable 30-day period;
	 
	 	(b)	 	if any tax, assessment or other governmental charge is imposed or withheld by reason of
the




57









 






	 	 	 	failure to comply by the Holder or, if different, the beneficial owner (ayant-droit) of the Note
with a request addressed to such Holder or beneficial owner to provide information,
documents or other evidence concerning the nationality, residence, identity or connection
with the Relevant Taxing Jurisdiction of such Holder or beneficial owner which is required
or imposed by a statute, treaty, regulation or administrative practice of the Relevant
Taxing Jurisdiction as a precondition to exemption from all or part of such tax, assessment
or governmental charge;
	 
	 	(c)	 	held by or on behalf of a Holder who is liable for Taxes in respect of such Note by
reason of having some connection with the Relevant Taxing Jurisdiction other than the mere
purchase, holding or disposition of any Note, or the receipt of payments made by or on
behalf of the Company or any Guarantor in respect thereof or any Subsidiary Guarantee,
including, without limitation, such Holder being or having been a citizen or resident
thereof or being or having been present or engaged in a trade or business therein or having
had a permanent establishment therein;
	 
	 	(d)	 	on account of any estate, inheritance, gift, sale, transfer, personal property or other
similar tax, assessment or other governmental charge;
	 
	 	(e)	 	except in the case of the winding up of the Company or any Guarantor, any Note
surrendered for payment in the Republic of France;
	 
	 	(f)	 	any withholding or deduction imposed on a payment to an individual which is required to
be made pursuant to any law implementing or complying with, or introduced in order to
conform to European Council Directive 2003/48/EC or any other Directive implementing the
conclusions of the ECOFIN Council meeting of 26–27 November 2000 on the taxation of savings
income or any agreement between the European Community and any jurisdiction providing for
equivalent measures; or
	 
	 	(g)	 	as a result of any combination of (a), (b), (c), (d), (e) or (f) or with respect to any
payment made by or on behalf of the Company or any Guarantor in respect of any Note or
Subsidiary Guarantee to any Holder who is a fiduciary or partnership or other than the sole
beneficial owner of such payment to the extent that a beneficiary or settlor or beneficial
owner would not have been entitled to any Additional Amounts had such beneficiary or
settlor or beneficial owner been the Holder.




     The Company or any Guarantor will also make such withholding or deduction and remit the full
amount deducted or withheld to the relevant authority in accordance with applicable law. The
Company will furnish, within 60 days after the date the payment of any Taxes is due pursuant to
applicable law, to the Trustee, copies of tax receipts (to the extent received from the relevant
tax authorities in the usual course or as generally provided) evidencing that such payment has been
made by the Company or any Guarantor. The Trustee will make such evidence available to the Holders
upon request.



     At least 30 days prior to each date on which any payment under or with respect to the Notes or
the



58









 




Subsidiary Guarantees is due and payable, if the Company or any Guarantor becomes obligated to
pay Additional Amounts with respect to such payment, the Company will deliver to each Paying Agent
an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the
amount so payable and will set forth such other information as necessary to enable such Paying
Agent to pay such Additional Amounts to the Holders of the Notes on the payment date. Whenever in
this Indenture there is mentioned, in any context, (a) the payment of principal (and premium, if
any), (b) purchase prices in connection with a purchase of the Notes, (c) interest or (d) any other
amount payable on or with respect to any of the Notes or the Subsidiary Guarantees, such mention is
deemed to include mention of the payment of Additional Amounts provided for in this section to the
extent, that, in such context, Additional Amounts are, were or would be payable in respect thereof.




     The Company or a Guarantor, as the case may be, will pay any present or future stamp, court or
documentary taxes or any other excise or property taxes, charges or similar levies that arise in
the United States, the Republic of France or in any jurisdiction in which a Paying Agent is located
from the initial issue or registration of the Notes or on the enforcement of any payments with
respect to the Notes or any Subsidiary Guarantee.



     The obligations of the Company or any Guarantor described in this Section 4.19 will survive
the satisfaction and discharge of this Indenture.




Section 4.20. Enforceability of Judgments; Indemnification for Foreign Currency Judgments.



     The obligations of the Company to any Holder or the Trustee shall, notwithstanding any
judgment in a currency (the “Judgment Currency”) other than United States dollars (the “Agreement
Currency”), be discharged only to the extent that on the day following receipt by such Holder or
the Trustee, as the case may be, of any amount in the Judgment Currency, such Holder or the Trustee
may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment
Currency. If the amount of the Agreement Currency so purchased is less than the amount originally
to be paid to such Holder or the Trustee, as the case may be, in the Agreement Currency, the
Company agrees, as a separate obligation and notwithstanding such judgment, to pay to such Holder
or the Trustee, as the case may be, the difference, and if the amount of the Agreement Currency so
purchased exceeds the amount originally to be paid to such Holder or the Trustee, as the case may
be, such Holder or the Trustee, as the case may be, shall pay to or for the account of the Company
such excess, provided that such Holder or the Trustee, as the case may be, shall not have any
obligation to pay any such excess as long as a Default has occurred and is continuing, in which
case such excess may be applied by such Holder or the Trustee, as the case may be, to such
obligations.




Section 4.21. Conduct of Business.




     The Company shall not, and shall not permit any of its Restricted Subsidiaries to, engage in
the conduct of any business other than the business being conducted on the Issue Date and such
other businesses are reasonably necessary or desirable to facilitate the conduct and operation of,
or



59









 




ancillary or reasonably related to, such businesses, except to the extent as would not be material
to the Company and its Restricted Subsidiaries, taken as a whole.





Section 4.22. Anti Layering.




     The Company shall not and shall not permit any Guarantor to incur, directly or indirectly, any
Indebtedness that is subordinated in right of payment to any Indebtedness of the Company or the
Guarantor, as the case may be, unless the Indebtedness so incurred is either pari passu with, or
subordinated in right of payment to, the Notes or the relevant Subsidiary Guarantee, as the case
may be.



     Unsecured Indebtedness will not be deemed to be subordinated in right of payment to secured
Indebtedness solely because it is unsecured, and Indebtedness that is not guaranteed by a
particular Person is not deemed to be subordinated in right of payment to Indebtedness that is so
guaranteed solely because it is not so guaranteed.




Section 4.23. Effectiveness of Covenants and Events of Default.




     The covenants described under clauses (b)(iii) and (b)(iv) in Section 10.03 (“Guarantors may
Consolidate, etc., on Certain Terms”), Section 4.07 (“Restricted Payments”), Section 4.09
(“Incurrence of Indebtedness and Issuance of Disqualified Stock”), Section 4.08 (“Dividend and
Other Payment Restrictions Affecting Subsidiaries”), Section 4.11 (“Transactions with Affiliates”),
Section 4.21 (“Conduct of Business”), Section 4.10 (“Asset Sales”), clauses (i)(a), (ii) and (iii)
in Section 4.17 (“Sale-and-Leaseback Transactions”) and Section 4.16 (“Issuances and Sales of
Capital Stock in Restricted Subsidiaries”) and the Events of Default described in clauses (e) and
(f) in Section 6.01 (“Events of Default and Remedies”) (collectively, the “Suspended Provisions”)
will no longer be in effect upon the Company attaining Investment Grade Status. If at any time the
Company’s credit rating is downgraded from Investment Grade Status, then the Suspended Provisions
will thereafter be reinstated as if such covenants had never been suspended and be applicable
pursuant to the terms of this Indenture (including in connection with performing any calculation or
assessment to determine compliance with the terms of this Indenture), unless and until the Company
subsequently attains Investment Grade Status (in which event the Suspended Provisions shall again
no longer be in effect for such time that the Company maintains Investment Grade Status); provided,
however, that no Default, Event of Default or breach of any kind shall be deemed to exist under the
Indenture with respect to the Suspended Provisions based on, and none of the Company or any of its
Subsidiaries shall bear any liability for, any actions taken or events occurring after the Company
attains Investment Grade Status and before any reinstatement of such Suspended Provisions as
provided above, or any actions taken at any time pursuant to any contractual obligation arising
prior to such reinstatement, regardless of whether such actions or events would have been permitted
if the applicable Suspended Provisions remained in effect during such period.



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ARTICLE 5

 

SUCCESSORS




Section 5.01. Successor Corporation Substituted.




     Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or
other disposition of all or substantially all of the properties or assets of the Company not
constituting an Event of Default pursuant to with Section 6.01(f) hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be
substituted for (so that from and after the date of such consolidation, merger, sale, assignment,
transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the
“Company” shall refer instead to the successor corporation and not to the Company), and may
exercise every right and power of the Company under this Indenture with the same effect as if such
successor corporation had been named as the Company herein; provided, however, that the predecessor
Company shall not be relieved from its obligations under this Indenture or the Notes in the case of
any such lease.




ARTICLE 6
 

DEFAULTS
AND REMEDIES




Section 6.01. Events of Default.




     An “Event of Default” occurs if:




	 	 	     (a) the Company defaults in the payment when due of interest on, or Liquidated Damages,
if any, with respect to, the Notes, and such default continues for a period of 30 days;
	 
	 	 	     (b) the Company defaults in the payment when due of principal of or premium, if any, on
the Notes;
	 
	 	 	     (c) the Company fails to comply with any of the provisions of Section 4.10 or 4.15
hereof;
	 
	 	 	     (d) the Company fails to observe or perform any other covenant or other agreement in
this Indenture or the Notes for 30 days after it receives written notice from the Trustee or
the Holders of at least 25% in principal amount of the Notes then outstanding of such
failure;
	 
	 	 	     (e) the declaration or payment of any dividend or the making of any other payment or
distribution described in subclause (y) of Section 4.07(c) hereof, which declaration,
payment or distribution would not be permitted by Section 4.07 hereof if it were treated as
a Restricted Payment;
	 
	 	 	     (f) The Company consolidates or merges (fusion) with or into (whether or not the
Company is the surviving corporation), or sells, assigns, transfers, leases, conveys,
demerges




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	 	 	(scission) or otherwise disposes of all or substantially all of its properties or assets in
one or more related transactions, to, another Person unless: (1) the Company is the
surviving corporation or the Person formed by or surviving any such consolidation or merger
(if other than the Company) or to which such sale, assignment, transfer, lease, conveyance,
demerger or other disposition shall have been made is a corporation organized or existing
under the laws of the United States (or any state thereof or the District of Columbia),
France or any other member state of the European Union (as constituted on the Issue Date);
(2) the Person formed by or surviving any such consolidation or merger (if other than the
Company) or the Person to which such sale, assignment, transfer, lease, conveyance, demerger
or other disposition shall have been made assumes all the obligations of the Company under
the Notes and this Indenture pursuant to a supplemental indenture in a form reasonably
satisfactory to the Trustee; (3) immediately after such transaction no Default or Event of
Default exists; (4) except in the case of a merger of the Company with or into a Wholly
Owned Restricted Subsidiary of the Company, the Company or the Person formed by or surviving
any such consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance, demerger or other disposition shall have been made,
(i) shall have Consolidated Net Worth immediately after the transaction equal to or greater
than the Consolidated Net Worth of the Company immediately preceding the transaction and
(ii) shall, at the time of such transaction and after giving pro forma effect thereto as if
such transaction had occurred at the beginning of the applicable four-quarter period, be
permitted to incur at least €1.00 of additional Indebtedness pursuant to the Consolidated
Interest Coverage Ratio test set forth in the first paragraph of Section 4.09 hereof; and
(5) the Company shall deliver, or cause to be delivered, to the Trustee, in form and
substance reasonably satisfactory to the Trustee, (i) an Officers’ Certificate stating that
such consolidation, merger or disposition and any supplemental indenture in respect thereto
comply with this provision and that all conditions precedent in this Indenture relating to
such transaction or transactions have been complied with and (ii) an Opinion of Counsel
stating that the requirements of clauses (1) and (2) of this Section 6.01(f) have been
satisfied;
	 
	 	 	     (g) a default occurs under any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any Indebtedness for money borrowed
by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed
by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or
guarantee now exists, or is created after the date of this Indenture, which default (i) is
caused by a failure to pay principal of or premium or interest on such Indebtedness prior to
the expiration of any grace period provided in such Indebtedness, including any extension
thereof (a “Payment Default”) or (ii) results in the acceleration of such Indebtedness prior
to its express maturity and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which there has been
a Payment Default or the maturity of which has been so accelerated, aggregates in excess of
€10,000,000; and provided, further, that if such default is cured or waived or any such
acceleration rescinded, or such Indebtedness is repaid, within a period of 10 days from the
continuation of such default beyond the applicable grace period or the occurrence of such
acceleration, as the case may be, an Event of Default and any




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	 	 	consequential acceleration of the Notes shall be automatically rescinded, so long as such
rescission does not conflict with any judgment or decree;
	 
	 	 	     (h) a final judgment or final judgments for the payment of money are entered by a court
or courts of competent jurisdiction against the Company or any of its Restricted
Subsidiaries and such judgment or judgments are not paid or discharged for a period (during
which execution shall not be effectively stayed) of 60 days, provided that the aggregate of
all such undischarged judgments (not covered by insurance) exceeds €10,000,000;
	 
	 	 	     (i) the failure of any Guarantor to perform any covenant set forth in its Subsidiary
Guarantee or the repudiation by any Guarantor of its obligations under its Subsidiary
Guarantee or the unenforceability of any Subsidiary Guarantee for any reason other than as
provided in this Indenture;
	 
	 	 	     (j) the Company or any Significant Subsidiary is unable to pay its debts as they fall
due and commences negotiations with any one or more of its creditors with a view to the
general readjustment or rescheduling of its indebtedness or makes a general assignment for
the benefit of or a composition with its creditors;
	 
	 	 	     (k) the Company or any Significant Subsidiary takes any corporate action or other steps
are taken or legal proceedings are started under applicable bankruptcy laws for its
redressement judiciaire, liquidation judiciaire, reglment amiable or other winding-up,
dissolution, administration or re-organization (whether by way of voluntary arrangement,
scheme of arrangement or otherwise) or for the appointment of a mandataire ad hoc,
administrateur provisîoire, mandataire liquidateur, conciliateur or other liquidator,
receiver, administrator, administrative receiver, conservator, custodian, trustee or similar
officer of it or of any or all of its revenues and assets, other than an action, legal
proceeding or other step on vexatious or frivolous grounds or which is withdrawn or
discharged within 40 days; or
	 
	 	 	     (l) any execution or distress is levied against, or an encumbrancer takes possession
of, the whole or any part of, the property, undertaking or assets of the Company or any
Significant Subsidiary or any event occurs which under the laws of any jurisdiction has a
similar or analogous effect in relation to property, undertaking or assets the value of
which is superior to €5,000,000, other than an action, legal proceeding or other step on
vexatious or frivolous grounds or which is withdrawn or discharged within 40 days.





Section 6.02. Acceleration.




     If any Event of Default occurs and is continuing, the Trustee may, by notice to the Company,
or the Holders of at least 25% in principal amount of the then outstanding Notes may, by notice to
the Company and the Trustee, and the Trustee shall, upon the request of such Holders, declare all
the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due
and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in clause
(j), (k) or (l) of Section 6.01 hereof occurs with respect to the Company or any Significant
Subsidiary, all outstanding Notes shall be due and payable immediately without further action or



63









 




notice. The Holders of a majority in principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree and if all existing
Events of Default (except nonpayment of principal, interest, premium or Liquidated Damages, if any,
that have become due solely because of such acceleration) have been cured or waived.




     If an Event of Default occurs by reason of any willful action (or inaction) taken (or not
taken) by or on behalf of the Company with the intention of avoiding payment of the premium that
the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to
Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium shall also become
and be immediately due and payable, to the extent permitted by law, anything in this Indenture or
in the Notes to the contrary notwithstanding.




Section 6.03. Other Remedies.




     If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal of and premium, interest and Liquidated Damages, if any, on the
Notes or to enforce the performance of any provision of the Notes or this Indenture.



     The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note
in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.




Section 6.04. Waiver of Past Defaults.




     Holders of a majority in principal amount of the then outstanding Notes by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of
Default and its consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of or premium, interest or Liquidated Damages, if any, on the Notes
(including in connection with an offer to purchase). Upon any such waiver, such Default shall
cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for
every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereon.




Section 6.05. Control by Majority.




     Holders of a majority in principal amount of the then outstanding Notes may direct the time,
method and place of conducting any proceeding for exercising any remedy available to the Trustee or
exercising any trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture or that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal
liability.



64









 






Section 6.06. Limitation on Suits.




     A Holder of a Note may pursue a remedy with respect to this Indenture or the Notes only if:




	 	 	     (a) the Holder of a Note gives to the Trustee written notice of a continuing Event of
Default;
	 
	 	 	     (b) the Holders of at least 25% in principal amount of the then outstanding Notes make
a written request to the Trustee to pursue the remedy;
	 
	 	 	     (c) such Holder of a Note or Holders of Notes offer and, if requested, provide to the
Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;
	 
	 	 	     (d) the Trustee does not comply with the request within 60 days after receipt of the
request and the offer and, if requested, the provision of indemnity; and
	 
	 	 	     (e) during such 60-day period the Holders of a majority in principal amount of the then
outstanding Notes do not give the Trustee a direction inconsistent with the request.



A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note
or to obtain a preference or priority over another Holder of a Note.





Section 6.07. Rights of Holders of Notes to Receive Payment.




     Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to
receive payment of principal of and premium, interest and Liquidated Damages, if any, on the Note,
on or after the respective due dates expressed in the Note (including in connection with an offer
to purchase), or to bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.




Section 6.08. Collection Suit by Trustee.




     If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the
Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount of principal of, premium, interest and Liquidated Damages,
if any, remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and Liquidated Damages, if any, and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.




Section 6.09. Trustee May File Proofs of Claim.




     The Trustee is authorized to file such proofs of claim and other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and



65









 




counsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall be entitled and
empowered to collect, receive and distribute any money or other property payable or deliverable on
any such claims and any custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder
in any such proceeding.





Section 6.10. Priorities.




     If the Trustee collects any money pursuant to this Article, it shall pay out the money in the
following order:




	 	 	     First: to the Trustee, its agents and attorneys for amounts due under Section 7.07
hereof, including payment of all compensation, expense and liabilities incurred, and all
advances made, by the Trustee and the Trustee’s reasonable costs and expenses of collection;
	 
	 	 	     Second: to Holders of Notes for amounts due and unpaid on the Notes for principal,
premium, interest and Liquidated Damages, if any, ratably, without preference or priority of
any kind, according to the amounts due and payable on the Notes for principal, premium,
interest and Liquidated Damages, if any, respectively; and
	 
	 	 	     Third: to the Company or to such party as a court of competent jurisdiction shall
direct.




     The Trustee may fix a record date and payment date for any payment to Holders of Notes
pursuant to this Section 6.10.




Section 6.11. Undertaking for Costs.




     In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in the suit of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any



66









 




party litigant in the suit, having due regard to the merits and good faith of the claims or
defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit
by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.





ARTICLE 7

 

TRUSTEE




Section 7.01. Duties of Trustee.




     (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his
own affairs.



     (b) Except during the continuance of an Event of Default:




	 	 	     (i) the duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and
	 
	 	 	     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture.




     (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:




	 	 	     (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;
	 
	 	 	     (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts; and
	 
	 	 	     (iii) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05
hereof.




     (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.



67









 





     (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds
or incur any liability; provided, however, if the Trustee elects to take any such action
(including, but not limited, to the institution of defense of legal proceedings) it shall be
entitled to security or indemnity for the payment of costs, expenses (including but not limited to
attorney’s fees) and liabilities which may be incurred thereby, satisfactory to the Trustee. The
Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture
at the request of any Holders, unless such Holder shall have offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or expense.



     (f) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be
segregated from other funds except to the extent required by law.




Section 7.02. Rights of Trustee.




     (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in the document.



     (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee
may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.



     (c) The Trustee may act through its attorneys and agents and shall not be responsible for the
misconduct or negligence of any agent appointed with due care.



     (d) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this
Indenture.



     (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Company shall be sufficient if signed by an Officer of the Company.



     (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders unless such Holders shall
have offered to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or direction.



     (g) The Trustee shall have no duty to inquire as to the performance of the Company’s covenants
in Article 4 hereof or under any other agreement to which the Company is a party. In addition, the
Trustee shall not be deemed to have knowledge of any Default or Event of Default except: (1) any
Event of Default occurring pursuant to Section 6.01(a) or 6.01(b) hereof; or (2) any



68









 




Default or Event of Default of which is Responsible Officer shall have received written
notification at its Corporate Trust Office or obtained actual knowledge.




     (h) The Trustee is not required to give any bond or surety with respect to the performance of
its duties or the exercise of its powers under this Indenture.



     (i) In the event the Trustee receives inconsistent or conflicting requests and indemnity from
two or more groups of Holders of Notes, each representing less than a majority in aggregate
principal amount of the Notes then outstanding, pursuant to the provisions of this Indenture, the
Trustee, in its sole discretion, may determine what action, if any, shall be taken.



     (j) The permissive right of the Trustee to take the actions permitted by this Indenture shall
not be construed as an obligation or duty to do so.



     (k) Except for information provided by the Trustee concerning the Trustee, the Trustee shall
have no responsibility for any information in any offering memorandum or other disclosure material
distributed with respect to the Notes, and the Trustee shall have no responsibility for compliance
with any state or federal securities laws in connection with the Notes.




Section 7.03. Individual Rights of Trustee.




     The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Company, any Guarantor or any Affiliate of the Company with the
same rights it would have if it were not Trustee. Any Agent may do the same with like rights and
duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.




Section 7.04. Trustee’s Disclaimer.




     The Trustee shall not be responsible for and makes no representation as to the validity,
enforceability or adequacy of this Indenture or the Notes, it shall not be accountable for the
Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s
direction under any provision of this Indenture, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or any other document
in connection with the sale of the Notes or pursuant to this Indenture other than its certificate
of authentication.







Section 7.05. Notice of Defaults.




     If a Default or Event of Default occurs and is continuing and if it is known to the Trustee,
the Trustee shall mail to Holders of Notes a notice of the Default or Event of Default within 90
days after it occurs. Except in the case of a Default or Event of Default in payment of principal
of or premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long
as a committee of its Responsible Officers in good faith determines that withholding the notice is
in the interests of the Holders of the Notes.




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Section 7.06. Reports by Trustee to Holders of the Notes.




     Within 60 days after each September 15 beginning with the September 15 following the date of
this Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders
of the Notes a brief report dated as of such reporting date that complies with Section 313(a) of
the TIA (but if no event described in Section 313(a) of the TIA has occurred within the twelve
months preceding the reporting date, no report need be transmitted). The Trustee also shall comply
with Sections 313(b)(2) and 313(b)(1) of the TIA. The Trustee shall also transmit by mail all
reports as required by Section 313(c) of the TIA.



     Commencing at the time this Indenture is qualified under the TIA, a copy of each report at the
time of its mailing to the Holders of Notes shall be mailed to the Company and filed with the SEC
and each stock exchange on which the Notes are listed in accordance with Section 313(d) of the TIA.
The Company shall promptly notify the Trustee when the Notes are listed on any stock exchange,
including, but not limited, to the Luxembourg Stock Exchange.




Section 7.07. Compensation and Indemnity.




     The Company shall pay to the Trustee from time to time reasonable compensation for its
acceptance of this Indenture and services hereunder. The Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Company shall reimburse
the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred
or made by it in addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.



     The Company and the Guarantors shall indemnify the Trustee, its directors, employees, agents
and affiliates against any and all losses, liabilities or expenses incurred by it arising out of or
in connection with the acceptance or administration of the Trustee’s duties under this Indenture,
including the costs and expenses of enforcing this Indenture against the Company (including this
Section 7.07) and defending itself against any claim (whether asserted by the Company, any
Guarantor or any Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any such loss, liability
or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee
shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Company shall not relieve the Company or the Guarantors of their
obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the
defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and
expenses of such counsel. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld.



     The obligations of the Company and the Guarantors under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture.



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     To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a
Lien prior to the Notes on all money or property held or collected by the Trustee, except that held
in trust to pay principal and interest on particular Notes. Such Lien shall survive the
satisfaction and discharge of this Indenture.



     When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(j), (k) or (l) hereof occurs, the expenses and the compensation for the services
(including the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any applicable bankruptcy law.



     The Trustee shall comply with the provisions of Section 313(b)(2) of the TIA to the extent
applicable.




Section 7.08. Replacement of Trustee.




     A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.



     The Trustee may resign in writing at any time and be discharged from the trust hereby created
by so notifying the Company. The Holders of Notes of a majority in principal amount of the then
outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing.
The Company may remove the Trustee if:




	 	 	     (a) the Trustee fails to comply with Section 7.10 hereof;
	 
	 	 	     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is
entered with respect to the Trustee under any applicable bankruptcy law;
	 
	 	 	     (c) a custodian or public officer takes charge of the Trustee or its property; or
	 
	 	 	     (d) the Trustee becomes incapable of acting.




     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason, the Company shall promptly appoint a successor Trustee. Within one year after the
successor Trustee takes office, the Holders of a majority in principal amount of the then
outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the
Company.



     If a successor Trustee does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company, or the Holders of Notes of at least 10% in
principal amount of the then outstanding Notes may petition any court of competent jurisdiction for
the appointment of a successor Trustee.



     If the Trustee, after written request by any Holder of a Note who has been a Holder of a Note
for at least six months, fails to comply with Section 7.10 hereof, such Holder of a Note may
petition



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any court of competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.




     A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders of the Notes. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, provided that all sums owing to the Trustee hereunder have been
paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of
the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof
shall continue for the benefit of the retiring Trustee.




Section 7.09. Successor Trustee by Merger, etc.




     If the Trustee consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation, by sale or otherwise, the successor
corporation without any further act shall be the successor Trustee. As soon as practicable, the
successor Trustee shall mail a notice of its succession to the Company and the Holders of the
Notes. Any such successor must nevertheless be eligible and qualified under the provisions of
Section 7.10 hereof.




Section 7.10. Eligibility; Disqualification.




     There shall at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof that is authorized
under such laws to exercise corporate trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined capital and surplus of at least
$100,000,000 as set forth in its most recent published annual report of condition.



     This Indenture shall always have a Trustee who satisfies the requirements of Section
310(a)(1), (2) and (5) of the TIA. The Trustee is subject to Section 310(b) of the TIA; provided,
however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA any
indenture or indentures under which other securities, or certificates of interest or participation
in other securities, of the Company are outstanding, if the requirements for such exclusion set
forth in Section 310(b)(1) of the TIA are met.




Section 7.11. Preferential Collection of Claims Against Company.




     The Trustee is subject to the TIA Section 311(a), excluding any creditor relationship
listed in the TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to
the TIA Section 311(a) to the extent indicated therein.



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ARTICLE 8
 

LEGAL
DEFEASANCE AND COVENANT DEFEASANCE;

SATISFACTION AND DISCHARGE




Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.




     The Company may, at the option of its Board of Directors evidenced by a resolution set forth
in an Officers’ Certificate, at any time, exercise its rights under either Section 8.02 or 8.03
hereof with respect to all outstanding Notes upon compliance with the conditions set forth below in
this Article 8.




Section 8.02. Legal Defeasance and Discharge.




     Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.02, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, be deemed to have discharged its obligations with respect to all outstanding Notes, and
each Guarantor shall be deemed to have discharged its obligations with respect to its Subsidiary
Guarantee, on the date the conditions set forth in Section 8.04 below are satisfied (hereinafter,
“Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding Notes, and each
Guarantor shall be deemed to have paid and discharged its Subsidiary Guarantee (which in each case
shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.06 hereof and the
other Sections of this Indenture referred to in (a) and (b) below) and to have satisfied all its
other obligations under such Notes or Subsidiary Guarantee and this Indenture (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments acknowledging the
same), except for the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the
trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments
in respect of the principal of and premium, if any, interest and Liquidated Damages, if any, on
such Notes when such payments are due, (b) the Company’s obligations with respect to such Notes
under Sections 2.03, 2.04, 2.07, 2.10 and 4.02 hereof and the second paragraph of Section 4.19
hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company’s and any Guarantor’s obligations in connection therewith and (d) this Article 8. Subject
to compliance with this Article 8, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.



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Section 8.03. Covenant Defeasance.




     Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Company and each Guarantor shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be released from their respective obligations under the covenants contained
in Article 4 (other than those in Sections 4.01, 4.02, 4.06, 4.14 and 4.19) on and after the date
the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes
shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company and any
Guarantor may omit to comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to comply shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition,
upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03
hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(d) through 6.01(i) hereof shall not constitute Events of Default.




Section 8.04. Conditions to Legal or Covenant Defeasance.




     In order to exercise either Legal Defeasance or Covenant Defeasance:




	 	 	     (a) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of
the Holders, cash in dollars, non-callable U.S. Government Securities, or a combination
thereof, in such amounts as will be sufficient, in the opinion of an internationally
recognized firm of independent public accountants, to pay the principal of and premium,
interest and Liquidated Damages, if any, on the outstanding Notes on the Stated Maturity
thereof or on the applicable redemption date, as the case may be, and the Company must
specify whether the Notes are being defeased to maturity or to a particular redemption date;
	 
	 	 	     (b) in the case of an election under Section 8.02 hereof, the Company shall have
delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that (A) the Company has received from, or there has been published by, the
Internal Revenue Service and the French Tax Authority a ruling or (B) since the date of this
Indenture, there has been a change in the applicable income tax law, in either case to the
effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of
the outstanding Notes will not recognize income, gain or loss for U.S. federal or French
income tax purposes, respectively, as a result of such Legal Defeasance and will be subject
to U.S. federal or French income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not occurred;




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	 	 	     (c) in the case of an election under Section 8.03 hereof, the Company shall have
delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that the Holders of the outstanding Notes will not recognize income, gain or loss
for U.S. federal or French income tax purposes as a result of such Covenant Defeasance and
will be subject to U.S. federal or French income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Covenant Defeasance had not
occurred;
	 
	 	 	     (d) no Default or Event of Default shall have occurred and be continuing either (A) on
the date of such deposit (other than a Default or Event of Default resulting from the
incurrence of Indebtedness or the grant of Liens securing such Indebtedness, all or a
portion of the proceeds of which will be used to defease the Notes pursuant to this Article
8 concurrently with such incurrence or within 30 days thereof) or (B) insofar as Events of
Default described in Sections 6.01(j) through 6.01(l) are concerned, at any time in the
period ending on the 550th day after the date of such deposit;
	 
	 	 	     (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any material agreement or instrument (other
than this Indenture) to which the Company or any of its Restricted Subsidiaries is a party
or by which the Company or any of its Restricted Subsidiaries is bound;
	 
	 	 	     (f) the Company shall have delivered to the Trustee an Opinion of Counsel (which may be
based on such solvency certificates or solvency opinions as counsel deems necessary or
appropriate) to the effect that, after the 550th day following such deposit, the trust funds
will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally;
	 
	 	 	     (g) the Company shall have delivered to the Trustee an Officers’ Certificate stating
that the deposit was not made by the Company with the intent of preferring the Holders over
any other creditors of the Company or with the intent of defeating, hindering, delaying or
defrauding creditors of the Company or others; and
	 
	 	 	     (h) the Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent provided for or relating to
the Legal Defeasance or the Covenant Defeasance have been complied with.





Section 8.05. Satisfaction and Discharge.




     This Indenture shall upon the written request of the Company cease to be of further effect
with respect to all outstanding Notes (except as to surviving rights of registration of transfer or
exchange of Notes herein expressly provided for, the Company’s and any Guarantor’s obligations
under Section 7.07, and the Trustee’s and each Paying Agent’s obligations under Sections 8.06 and
8.07) and the Trustee, on demand and at the expense of the Company, shall execute proper



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instruments acknowledging satisfaction and discharge of this Indenture with respect to such
series, when:





	 	 	     (a) either




	 	 	          (i) all outstanding Notes therefore authenticated and delivered (other than (A) Notes
which have been destroyed, lost or stolen and which have been replaced or paid as provided
in Section 2.07 and (B) Notes for whose payment money has been deposited in trust with the
Trustee or any Paying Agent and thereafter repaid to the Company or discharged from such
trust) have been delivered to the Trustee for cancellation; or
	 
	 	 	          (ii) all outstanding Notes not theretofore delivered to the Trustee for cancellation





	 	 	 	     (A) have become due and payable by reason of the giving of a notice of
redemption or otherwise; or
	 
	 	 	 	     (B) shall become due and payable at their Stated Maturity within one year, or
	 
	 	 	 	     (C) are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in
the name, and at the expense, of the Company,
	 
	 	 	 	and the Company or any Guarantor, in the case of clause (A), (B) or (C) above, has
irrevocably deposited or caused to be irrevocably deposited with the Trustee as
trust funds in trust for such purpose cash in U.S. dollars, U.S. Government
Securities, or a combination thereof, in an amount sufficient (without consideration
of any reinvestment of interest and as certified by an independent public accountant
designated by the Company expressed in a written certification thereof delivered to
the Trustee) to pay and discharge the entire indebtedness of the Notes not
theretofore delivered to the Trustee for cancellation, including principal (and
premium, if any), accrued and unpaid interest and Liquidated Damages, if any, to the
date of such deposit (in the case of Notes which have become due and payable) or the
Stated Maturity or redemption date, as the case may be;





	 	 	     (b) the Company and each Guarantor has paid or caused to be paid all other sums then
due and payable hereunder by it under this Indenture;
	 
	 	 	     (c) no Default or Event of Default shall have occurred and be continuing on the date of
such deposit and after giving effect to such deposit and such deposit shall not result in a
breach or violation of, or constitute a default under, any other instrument to which the
Company or any Guarantor is bound; and




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	 	 	     (d) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.



In order to have money available on a payment date to pay principal (and premium, if any, on),
interest or Liquidated Damages, if any, on the Notes, the U.S. Government Securities shall be
payable as to principal (and premium, if any) or interest at least one Business Day before such
payment date in such amounts as shall provide the necessary money. The U.S. Government Securities
shall not be callable at the issuer’s option.





Section 8.06. Deposited Money and U.S. Government Securities to be Held in Trust; Other Miscellaneous Provisions.



     Subject to Section 8.07 hereof, all money and non-callable U.S. Government Securities
(including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 or 8.05 hereof
in respect of the outstanding Notes shall be (i) held in trust, (ii) and, at the written direction
of the Company, such money may be invested, prior to maturity of the Notes, in non-callable U.S.
Government Securities, and (iii) applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying Agent (including
the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of
all sums due and to become due thereon in respect of principal, premium, if any, interest and
Liquidated Damages, if any, but such money need not be segregated from other funds except to the
extent required by law.



     The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed
on or assessed against the cash or non-callable U.S. Government Securities deposited pursuant to
Section 8.04 or 8.05 hereof or the principal and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the Holders of the outstanding
Notes.



     Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Company from time to time upon the written request of the Company any money or non-callable
Government Securities held by it as provided in Section 8.04 or 8.05 hereof which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee (which in the former case may be the opinion
delivered under Section 8.04(a) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.




Section 8.07. Repayment to Company.




     Subject to applicable escheat and abandoned property laws, any money deposited with the
Trustee or any Paying Agent (which money shall be held uninvested and without liability for
interest), or then held by the Company, in trust for the payment of the principal of or premium or
Liquidated Damages, if any, or interest on any Note and remaining unclaimed for two years after
such principal, and premium or Liquidated Damages, if any, or interest has become due and payable



77









 




shall be paid to the Company on its request or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to
make any such repayment, may at the expense of the Company cause to be published once, in The New
York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days from the date of
such notification or publication, any unclaimed balance of such money then remaining will be repaid
to the Company.




     Nothing contained in this Section 8.07 shall be deemed to affect any obligation of the Trustee
or any Paying Agent to search for lost Holders pursuant to Rule 17Ad-17 under the Exchange Act.




Section 8.08. Reinstatement.




     If the Trustee or a Paying Agent is unable to apply any dollars or U.S. Government Securities
in accordance with Section 8.05 or 8.06 hereof, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, then the
Company’s and the Guarantors’ obligations under this Indenture, the Notes and the Subsidiary
Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section
8.02, 8.03 or 8.05 hereof until such time as the Trustee or such Paying Agent is permitted to apply
all such money in accordance with Section 8.05 or 8.06 hereof, as the case may be; provided,
however, that, if the Company or any Guarantor makes any payment of principal of, premium, if any,
interest or Liquidated Damages, if any, on any Note following the reinstatement of its obligations,
then it shall be subrogated to the rights of the Holders of such Notes to receive such payment from
the money or U.S. Government Securities held by the Trustee or such Paying Agent.




ARTICLE 9
 

AMENDMENT,
SUPPLEMENT AND WAIVER




Section 9.01. Without Consent of Holders of Notes.




     Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors and the Trustee
may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note:




	 	 	     (a) to cure any ambiguity, defect or inconsistency;
	 
	 	 	     (b) to provide for uncertificated Notes in addition to or in place of certificated
Notes;
	 
	 	 	     (c) to provide for the assumption of the Company’s obligations to the Holders of the
Notes pursuant to Section 6.01(f) hereof;
	 
	 	 	     (d) to secure the Notes pursuant to the requirements of Section 4.12 or otherwise;




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	 	 	     (e) to make any change that would provide any additional rights or benefits to the
Holders of the Notes or that does not materially adversely affect the legal rights hereunder
of any Holder of the Note;
	 
	 	 	     (f) to add or to release any Guarantor, in each case as provided in Article 10 hereof;
or
	 
	 	 	     (g) to comply with requirements of the SEC in order to effect or maintain the
qualification of this Indenture under the TIA.




     Upon the written request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and upon receipt by the
Trustee of the documents described in Section 9.06 hereof, the Trustee shall join with the Company
and the Guarantors in the execution of any amended or supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental Indenture that affects its own rights, duties or immunities under this
Indenture or otherwise.




Section 9.02. With Consent of Holders of Notes.




     Except as provided below in this Section 9.02, the Company, the Guarantors and the Trustee may
amend or supplement this Indenture and the Notes may be amended or supplemented with the consent of
the Holders of at least a majority in principal amount of the Notes then outstanding (including,
without limitation, consents obtained in connection with a purchase of, or tender offer or exchange
offer for the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event
of Default or compliance with any provision of this Indenture or the Notes may be waived with the
consent of the Holders of a majority in principal amount of the then outstanding Notes (including,
without limitation, consents obtained in connection with a tender offer or exchange offer for the
Notes).



     Upon the written request of the Company accompanied by a resolution of its Board of Directors
authorizing the execution of any such amended or supplemental indenture, and upon the filing with
the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the
Trustee shall join with the Company and the Guarantors in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.



     It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to
approve the particular form of any proposed amendment, supplement or waiver, but it shall be
sufficient if such consent approves the substance thereof.



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     After an amendment, supplement or waiver under this Section becomes effective, the Company
shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment,
supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in
principal amount of the Notes then outstanding may waive compliance in a particular instance by the
Company with any provision of this Indenture or the Notes. However, without the consent of each
Holder affected, an amendment, supplement or waiver may not (with respect to any Notes held by a
non-consenting Holder):




	 	 	     (a) reduce the principal amount of Notes whose Holders must consent to an amendment,
supplement or waiver;
	 
	 	 	     (b) reduce the principal of or change the fixed maturity of any Note or alter any of
the provisions with respect to the redemption or purchase of the Notes by the Company;
	 
	 	 	     (c) reduce the rate of or change the time for payment of interest or Liquidated
Damages, if any, on any Note;
	 
	 	 	     (d) waive a Default or Event of Default in the payment of principal of or premium,
interest or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of
the Notes by the Holders of at least a majority in principal amount of the Notes and a
waiver of the payment default that resulted from such acceleration);
	 
	 	 	     (e) make any Note payable in money other than that stated in the Notes;
	 
	 	 	     (f) make any change in the provisions of this Indenture relating to waivers of past
Defaults or Events of Default or the rights of Holders of Notes to receive payments of
principal of or premium, interest or Liquidated Damages, if any, on the Notes;
	 
	 	 	     (g) waive a redemption or repurchase payment with respect to any Note;
	 
	 	 	     (h) make any change in the ranking of the Notes relative to other Indebtedness of the
Company or in any Subsidiary Guarantees relative to other Indebtedness of the Guarantors, in
either case in a manner adverse to the Holders of Notes;
	 
	 	 	     (i) release any Guarantor from any of its obligations under its Subsidiary Guarantee or
the Indenture, except in accordance with Sections 10.04, 10.05 and 10.06 hereof;
	 
	 	 	     (j) make any change in the provisions of Section 4.19 hereof in a manner adverse to the
Holders; or
	 
	 	 	     (k) make any change in the foregoing amendment, supplement and waiver provisions.




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Section 9.03. Compliance with Trust Indenture Act.




     Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended
or supplemental Indenture that complies with the TIA as then in effect.




Section 9.04. Revocation and Effect of Consents.




     Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a
Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of
the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written notice of revocation
before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or
waiver becomes effective in accordance with its terms and thereafter binds every Holder.




Section 9.05. Notation on or Exchange of Notes.




     The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee
shall authenticate new Notes that reflect the amendment, supplement or waiver.



     Failure to make the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.




Section 9.06. Trustee to Sign Amendments, etc.




     The Trustee shall sign any amended or supplemental indenture authorized pursuant to this
Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. The Company may not sign an amendment or supplemental indenture
until the Board of Directors approves it. In executing any amended or supplemental indenture, the
Trustee shall be entitled to receive and (subject to Section 7.01) shall be fully protected in
relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such
amended or supplemental indenture is authorized or permitted by this Indenture and all conditions
precedent have been complied with.




ARTICLE 10
 

GUARANTEES
OF NOTES




Section 10.01. Subsidiary Guarantees.




     Subject to Section 10.07 hereof, the Initial Guarantors, and any additional Guarantors that
become Guarantors after the date of this Indenture; provided, that, at any time a Restricted
Subsidiary may become a Guarantor at its option, by executing a supplemental indenture as set forth



81









 




in Section 10.02 hereof, jointly and severally, unconditionally guarantee to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the
Obligations of the Company hereunder and thereunder, that: (a) the principal of and premium,
interest and Liquidated Damages, if any, on the Notes will be promptly paid in full when due,
subject to any applicable grace period, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of and premium, interest (to the extent permitted
by law) and Liquidated Damages, if any, on the Notes, and all other payment Obligations of the
Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and
performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of
time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly
paid in full when due or performed in accordance with the terms of the extension or renewal,
subject to any applicable grace period, whether at stated maturity, by acceleration, redemption or
otherwise. Failing payment when so due of any amount so guaranteed or any performance so
guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the
same immediately. An Event of Default under this Indenture or the Notes shall constitute an event
of default under the Subsidiary Guarantees, and shall entitle the Holders to accelerate the
obligations of the Guarantors hereunder in the same manner and to the same extent as the
Obligations of the Company. The Guarantors agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the Notes or this
Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with
respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any
action to enforce the same or any other circumstance (other than complete performance) which might
otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor
further, to the extent permitted by law, waives diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of the Company, any right to
require a proceeding first against the Company, protest, notice and all demands whatsoever and
covenants that its Subsidiary Guarantee will not be discharged except by complete performance of
the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is
required by any court or otherwise to return to the Company, the Guarantors, the Trustee or any
custodian or other similar official acting under any applicable bankruptcy law in relation to
either the Company or the Guarantors, any amount paid by the Company or any Guarantor to the
Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and
waives, any right of subrogation in relation to the Holders in respect of any Obligations
guaranteed hereby until payment in full of the Obligations guaranteed hereby. Each Guarantor
further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee,
on the other hand, (a) the maturity of the Obligations guaranteed hereby may be accelerated as
provided in Article 6 hereof for the purposes of its Subsidiary Guarantee, notwithstanding any
stay, injunction or other prohibition preventing such acceleration in respect of the Obligations
guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as
provided in Article 6 hereof, such Obligations (whether or not due
and payable) shall forthwith
become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The
Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the
exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.




82









 








Section 10.02. Execution and Delivery of Subsidiary Guarantee.




     To evidence its Subsidiary Guarantee set forth in Section 10.01 hereof, each Guarantor
(including any Restricted Subsidiary that becomes a Guarantor at its option) agrees that a notation
of such Subsidiary Guarantee in substantially the form of Exhibit D hereto may be endorsed by
manual or facsimile signature by an Officer of such Guarantor on each Note authenticated and
delivered by the Trustee and that the supplemental indenture to this Indenture referred to in the
next succeeding paragraph shall be executed on behalf of such Guarantor by an Officer of such
Guarantor.



     To the extent required by the provisions of Section 4.13 hereof, the Company shall cause each
of its Restricted Subsidiaries to execute a notation of Subsidiary Guarantee in substantially the
form of Exhibit D hereto, and, whether or not required by Section 4.13 hereof, the Company may also
cause, at its option, any of its Restricted Subsidiaries to execute such a notation. Such notation
of Subsidiary Guarantee shall be accompanied by a supplemental indenture in substantially the form
of Exhibit E hereto, along with the Opinion of Counsel and Officers’ Certificate required under
Section 9.06 of this Indenture; provided, however, that any Subsidiary that has been properly
designated as an Unrestricted Subsidiary in accordance with this Indenture need not execute a
notation of Subsidiary Guarantee for so long as it continues to constitute an Unrestricted
Subsidiary.



     The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Subsidiary Guarantees on behalf of the Guarantors. Each Guarantor
agrees that its Subsidiary Guarantee shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.



     If an Officer whose signature is on the notation of Subsidiary Guarantee no longer holds that
office at the time the Trustee authenticates the Note on which a notation of Subsidiary Guarantee
is endorsed, the Subsidiary Guarantee shall be valid nevertheless.




Section 10.03. Guarantors May Consolidate, etc., on Certain Terms.




     (a) Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture shall
prohibit a merger between a Guarantor and another Guarantor or a merger between a Guarantor and the
Company.



     (b) No Guarantor, for so long as it provides a Subsidiary Guarantee pursuant to the terms of
this Indenture, shall consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person), another Person (other than the Company or another Guarantor), unless: (i)
subject to the provisions of Section 10.05 hereof, the Person formed by or surviving any such
consolidation or merger (if other than such Guarantor) assumes all the obligations of such
Guarantor under the Notes and this Indenture, pursuant to a supplemental indenture in substantially
the form of Exhibit E hereto, accompanied by a notation of its Subsidiary Guarantee as provided in
such supplemental indenture; (ii) immediately after giving effect to such transaction, no Default
or Event of Default exists; (iii) such Guarantor, or any Person formed by or surviving any such
consolidation or merger, would have a Consolidated Net Worth (immediately after giving effect to
such transaction) equal to or greater than the Consolidated Net Worth of such Guarantor immediately
preceding the transaction;



83









 




and (iv) the Company would be permitted by virtue of the Company’s pro forma Consolidated Interest
Coverage Ratio, immediately after giving effect to such transaction, to incur at least €1.00 of
additional Indebtedness pursuant to the Consolidated Interest Coverage Ratio test set forth in the
first paragraph of Section 4.09 hereof.




     (c) In the case of any such consolidation or merger and upon the assumption by the successor
Person, by supplemental indenture, executed and delivered to the Trustee and substantially in the
form of Exhibit E hereto, of the Subsidiary Guarantee and the due and punctual performance of all
of the covenants of this Indenture to be performed by the Guarantor, such successor Person shall
succeed to and be substituted for the Guarantor with the same effect as if it had been named herein
as a Guarantor; provided, however, that, solely for purposes of computing Consolidated Net Income
for purposes of clause (c) of the first paragraph of Section 4.07 hereof, the Consolidated Net
Income of any Person other than the Company and its Restricted Subsidiaries shall only be included
for periods subsequent to the effective time of such merger or consolidation.




Section 10.04. Releases of Guarantees.




     In the event of (a) a transfer, conveyance, sale or other disposition of any Capital Stock of
Sercel SA or any Sercel Guarantor or (b) the issue by Sercel SA or any Sercel Guarantor of any
Equity Interests, in either case to any Person other than the Company or a Restricted Subsidiary
of the Company, the Company may elect to have the Sercel Guarantors released and relieved of any
obligations under their Subsidiary Guarantees, provided that the Net Proceeds of such issuance,
transfer, conveyance, sale or other disposition are applied in accordance with the covenant
described in Section 4.10 and the Sercel Guarantors have no other guarantees of Indebtedness of the
Company or any other Guarantors (other than Permitted Guarantees) then outstanding. If a
Restricted Subsidiary has become a Guarantor at its option, it may thereafter be released and
relieved of its obligations under its Subsidiary Guarantee at its option, provided that such
Guarantor has no other guarantee of Indebtedness of the Company or any Guarantor (other than
Permitted Guarantees) then outstanding. For purposes of Section 4.09 hereof the release of any
Subsidiary Guarantee pursuant to provisions described in this paragraph shall be deemed to be an
incurrence by the Restricted Subsidiary whose Subsidiary Guarantee is being released of all
Indebtedness then held by such Restricted Subsidiary. Each Subsidiary Guarantee created
by a Restricted Subsidiary pursuant to the provisions of Section 4.13 hereof, shall be
automatically and unconditionally released and discharged upon the release or discharge of the
guarantee of the Indebtedness that resulted in the creation of such Subsidiary Guarantee, except a
discharge or release by or as a result of direct payment under such guarantee of such Indebtedness,
provided that the Guarantor has no other guarantee of Indebtedness of the Company or any Guarantor
(other than Permitted Guarantees) then outstanding.




Section 10.05. Releases Following Sale of Assets.




     In the event of a transfer, conveyance, sale or other disposition (including by way of merger
or consolidation) of all or substantially all of the assets or all of the Capital Stock of any
Guarantor, then such Guarantor will be released and relieved of any obligations under its
Subsidiary Guarantee and the Indenture, provided that the Net Proceeds of such transfer,
conveyance, sale or other disposition are applied in accordance with the provisions of Section 4.10
hereof. Upon delivery by



84









 




the Company to the Trustee of an Officers’ Certificate to the effect of the foregoing, the Trustee
shall execute any documents reasonably required in order to evidence the release of any Guarantor
from its obligations under its Subsidiary Guarantee and this Indenture. Any Guarantor not released
from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of
principal of and premium, interest and Liquidated Damages, if any, on the Notes and for the other
Obligations of such Guarantor under this Indenture as provided in this Article 10.





Section 10.06. Releases Following Designation as an Unrestricted Subsidiary, etc.




     In the event that the Board of Directors designates a Guarantor to be an Unrestricted
Subsidiary, then such Guarantor will be released and relieved of any obligations under its
Subsidiary Guarantee and the Indenture; provided, however, that such designation is conducted in
accordance with this Indenture. A Guarantor shall likewise be released and relieved of such
obligations upon the release of any guarantee of the Other Company Indebtedness that required such
Guarantor to guarantee the Notes pursuant to Section 4.13 hereof. Upon delivery by the Company to
the Trustee of an Officers’ Certificate to the effect of the foregoing, the Trustee shall execute
any documents reasonably required in order to evidence the release of any Guarantor from its
obligations under its Subsidiary Guarantee and this Indenture.




Section 10.07. Limitation on Guarantor Liability.




     Each Guarantor and, by its acceptance of Notes, each Holder, hereby confirms that it is the
intention of all such parties that the Subsidiary Guarantee of such Guarantor not constitute a
fraudulent transfer or conveyance for purposes of any applicable bankruptcy law, the Uniform
Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or
foreign law to the extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the
obligations of such Guarantor under its Subsidiary Guarantee and this Article 10 shall be limited
to the maximum amount as will, after giving effect to such maximum amount and all other contingent
and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect
to any collections from, rights to receive contribution from or payments made by or on behalf of
any other Guarantor in respect of the obligations of such other Guarantor under this Article 10,
result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a
fraudulent transfer or conveyance. In addition, the obligation of a Guarantor to grant a
Subsidiary Guarantee and the obligations of each Guarantor under its Subsidiary Guarantee shall be
limited to the extent required by applicable law.




Section 10.08. “Trustee” to Include Paying Agent.




     In case at any time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this Article 10 shall in each
case (unless the context shall otherwise require) be construed as extending to and including such
Paying Agent within its meaning as fully and for all intents and purposes as if such Paying Agent
were named in this Article 10 in place of the Trustee.



85









 






ARTICLE 11

 

MISCELLANEOUS




Section 11.01. Trust Indenture Act Controls.




     If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by
Section 318(c) of the TIA, the imposed duties shall control.




Section 11.02. Notices.




     Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly
given if in writing (in the English language or, if given to the Company or any Guarantor, in
French) and delivered in person or mailed by first class mail (registered or certified, return
receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the
others’ address:



     If to the Company or the Guarantors:




	 	 	 	Compagnie Générale de Géophysique

1, rue Léon Migaux

91300 Massy

France

Attention: Finance Vice President

Telecopy No.: (33-1) 64-47-34-32




     If to the Trustee:




	 	 	 	For payment, registration of transfer and exchange of the Notes:





	 	 	 	JPMorgan Chase Bank, National Association

2001 Bryan Street, 9th Floor

Dallas, Texas 75201

Telephone: (800) 275-2048

Telecopy No.: (214) 268-6122





	 	 	 	For all other communications relating to the Notes:





	 	 	 	JPMorgan Chase Bank, National Association

Institutional Trust Services

600 Travis Street, Suite 1150

Houston, Texas 77002

Telephone: (713) 216-6815

Telecopy No.: (713) 216-6590




86









 





     The Company, any of the Guarantors or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.



     Any notice or communication to a Holder shall be mailed by first class mail, certified or
registered, return receipt requested, or delivered by overnight air courier guaranteeing next day
delivery, in each case to its address shown on the register kept by the Registrar. In addition,
for so long as the Notes are listed on the Luxembourg Stock Exchange and its rules so require, any
such notice or communication (including, without limitation, any notice of redemption) to Holders
shall be published in a newspaper having general circulation in Luxembourg, which newspaper may be
the Luxemburger Wort, or if such newspaper ceases to be published or timely publication in it will
not be practicable, in such other newspaper as the Trustee deems necessary to give fair and
reasonable notice to the Holders. Any notice or communication shall also be so mailed to any
Person described in Section 313(c) of the TIA, to the extent required by the TIA. Failure to
provide a notice or communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.



     All notices and communications shall be deemed to have been duly given: at the time delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after
timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.
Notwithstanding the foregoing, notices to the Trustee shall be effective only upon receipt. Any
notice or communication given by newspaper publication shall be deemed to have been given on the
date of publication or, if published more than once or on different dates, on the first date on
which publication is made in the manner required in the newspaper or in one of the newspapers
referred to above.



     If a notice or communication is given in the manner provided above within the time prescribed,
it is duly given, whether or not the addressee receives it.



     If the Company gives a notice or communication to Holders, it shall give a copy at the same
time to the Trustee and each Agent and, for so long as the Notes are listed on the Luxembourg Stock
Exchange, the Luxembourg Stock Exchange.



     In case by reason of the suspension of regular mail service, or by reason of any other cause,
it shall be impossible to mail any notice required by this Indenture, then such method of
notification as shall be made with the approval of the Trustee shall constitute a sufficient
mailing of such notice.




Section 11.03. Communication by Holders of Notes with Other Holders of Notes.




     Holders may communicate pursuant to Section 312(b) of the TIA with other Holders with respect
to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and
anyone else shall have the protection of Section 312(c) of the TIA.



87









 






Section 11.04. Certificate and Opinion as to Conditions Precedent.




     Upon any request or application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:




	 	 	     (a) an Officers’ Certificate in form and substance reasonably satisfactory to the
Trustee (which shall include the statements set forth in Section 11.05 hereof) stating that,
in the opinion of the signers, all conditions precedent and covenants, if any, provided for
in this Indenture relating to the proposed action have been satisfied; and
	 
	 	 	     (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 11.05 hereof) stating that, in the
opinion of such counsel, all such conditions precedent and covenants have been satisfied.





Section 11.05. Statements Required in Certificate or Opinion.




     Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to Section 314(a)(4) of the TIA
shall comply with the provisions of Section 314(e) of the TIA and shall include:




	 	 	     (a) a statement that the Person making such certificate or opinion has read such
covenant or condition;
	 
	 	 	     (b) a brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion are based;
	 
	 	 	     (c) a statement that, in the opinion of such Person, he or she has made such
examination or investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been satisfied; and
	 
	 	 	     (d) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been satisfied.





Section 11.06. Rules by Trustee and Agents.




     The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for its functions.




Section 11.07. No Personal Liability of Directors, Officers, Employees and Shareholders.




     No past, present or future director, officer, employee, incorporator, member, partner or
shareholder or other owner of Capital Stock of the Company or any Guarantor, as such, shall have
any liability for any obligations of the Company or any Guarantor under the Notes, the Subsidiary
Guarantees, this Indenture or for any claim based on, in respect of, or by reason of, such
obligations



88









 




or their creation. Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for issuance of the Notes.





Section 11.08. Governing Law.




     THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE AND ENFORCE THIS
INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES.




Section 11.09. No Adverse Interpretation of Other Agreements.




     This Indenture may not be used to interpret any other indenture, loan or debt agreement of the
Company or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.




Section 11.10. Successors.




     All agreements of the Company and the Guarantors in this Indenture and the Notes shall bind
their successors. All agreements of the Trustee in this Indenture shall bind its successors.




Section 11.11. Severability.




     In case any provision in this Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.




Section 11.12. Counterpart Originals.




     The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.




Section 11.13. Table of Contents, Headings, etc.




     The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part of
this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.



89









 






Section 11.14. Consent to Jurisdiction; Submission to Process.




     Each of the Company and the Guarantors irrevocably submits to the non-exclusive jurisdiction
of any New York state or U.S. federal court located in the Borough of Manhattan in the City and
State of New York over any suit, action or proceeding arising out of or relating to this Indenture,
the Registration Rights Agreement or any Guarantee or Note. Each of the Company and the Guarantors
irrevocably waives, to the fullest extent permitted by law, any objection which it may have,
pursuant to articles 14 and 15 of the French Civil Code or otherwise, to the laying of the venue of
any such suit, action or proceeding brought in such a court and any claim that any such suit,
action or proceeding brought in such a court has been brought in any inconvenient forum. In
furtherance of the foregoing, the Company hereby irrevocably designates and appoints CT
Corporation, 111 Eighth Avenue, New York, New York 10011, as the agent of the Company to receive
service of all process brought against the Company with respect to any such suit, action or
proceeding in any such court in the City and State of New York, such service being hereby
acknowledged by the Company to be effective and binding service in every respect. Copies of any
such process so served shall also be given to the Company in accordance with Section 11.02 hereof,
but the failure of the Company to receive such copies shall not affect in any way the service of
such process as aforesaid. On the Issue Date, the Company shall furnish to the Trustee a consent
of CT Corporation agreeing to act hereunder. If for any reason CT Corporation shall resign or
otherwise cease to act as such agent, the Company hereby irrevocably agrees to (A) immediately
designate and appoint a new agent reasonably acceptable to the Trustee to serve in such capacity
and, in such event, such new agent shall be deemed to be substituted for CT Corporation for all
purposes hereof and (B) promptly deliver to the Trustee the written consent (in form and substance
reasonably satisfactory to the Trustee) of such new agent agreeing to serve in such capacity.



     Nothing in this Section shall limit the right of the Trustee or any Holder to bring
proceedings against the Company or any Guarantor in the courts of any other jurisdiction or to
serve process in any other manner permitted by law.



[Signatures on following page]




90









 





     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as
of the date first written above.


	 	 	 	 	 
	 	Compagnie Générale de Géophysique

 	 
	 	By:  	                                              /s/ Robert Brunck
 	 
	 	 	Name:  	Robert BRUNCK 	 
	 	 	Title:  	Chairman and Chief Executive Officer 	 
	 
	 	CGG Americas Inc.

 	 
	 	By:  	                                               /s/ Robert Brunck
 	 
	 	 	Name:  	Robert BRUNCK 	 
	 	 	Title:  	Chairman 	 
	 
	 	CGG Canada Services Ltd

 	 
	 	By:  	                                              /s/ Jonathan Miller
 	 
	 	 	Name:  	Jonathan MILLER 	 
	 	 	Title:  	President 	 
	 
	 	CGG Marine Resources Norge A/S

 	 
	 	By:  	/s/ Christophe Pettenati-Auziere
 	 
	 	 	Name:  	Christophe PETTENATI-AUZIERE 	 
	 	 	Title:  	Chairman of the board 	 
	 
	 	Sercel Inc.

 	 
	 	By:  	/s/ Thierry Le Roux
 	 
	 	 	Name:  	Thierry LE ROUX 	 
	 	 	Title:  	Chief Executive Officer 	 
	 





	 	 	 	 	 	 	 	 
	WITNESSED BY:	 	Sercel Australia Pty Ltd
	 
	By:  	/s/ Beatrice Place-Faget	 	By:  	/s/ Michel Ponthus
 
	 	Name:  	Beatrice PLACE-FAGET	 	 	Name:  	Michel PONTHUS	 
	 	Title:  	Vice-President Corporate Legal Affairs	 	 	Title:  	Senior Executive Vice President — Human
Resources and Finance (CGG)
	 


	 	 	 	 	 
	 	Sercel Canada Ltd.

 	 
	 	By:  	/s/ Thierry Le Roux
 	 
	 	 	Name:  	Thierry LE ROUX 	 
	 	 	Title:  	President 	 
	 




 



signature page to Compagnie Générale de Géophysique 

indenture




 









 





	 	 	 	 	 



	 	 	 	 	 
	 	JPMorgan Chase Bank, National Association,

as Trustee

 	 
	 	By:  	/s/ Carol Logan
 	 
	 	 	Name:  	Carol LOGAN 	 
	 	 	Title:  	Vice President 	 
	 



 



signature page to Compagnie Générale de Géophysique 

indenture



 









 







Exhibit A




(Face of Note)




COMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE




71⁄2% [Initial] [Exchange] Senior Note due 2015




			
	No.
	 	$__________________
	
	 	CUSIP NO.__________






Compagnie Générale de Géophysique hereby promises to pay to                      or registered assigns, the
principal sum of                      United States Dollars ($                    ) on May 15, 2015.



Interest Payment Dates: May 15 and November 15




Record Dates: May 1 and November 1




	 	 	 	 	 
	 	Compagnie Générale de Géophysique


 	 
	 	By:  	 	 
	 	Name:	 	______________________________________________________	 
	 	Title:  	 	______________________________________________________	 
	 




Trustee’s Certificate of Authentication:



This is one of the Notes referred

to in the within-mentioned Indenture.



JPMorgan Chase Bank, National Association,

as Trustee



By: _________________________________________

       Authorized Signatory



Date of Authentication: ___________________________________________




A-1









 





(Back of Note)




71⁄2% Senior Notes due 2015




     [Unless and until it is exchanged in whole or in part for Notes in definitive form, this Note
may not be transferred except as a whole by the Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such successor Depository.
Unless this certificate is presented by an authorized representative of The Depository Trust
Company (55 Water Street, New York, New York) (“DTC”), to the issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is registered in the name of Cede &
Co. or such other name as may be requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as may be requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL in as much as the registered owner hereof, Cede & Co., has an interest
herein.]1/



 

	 	 



	1.	 	This paragraph should be included only if the Note is
issued in global form.







A-2









 







	 	 	     This security has not been registered under the U.S. Securities Act of
1933, as amended (the “Securities Act”), or the securities laws of
any state or other jurisdiction. Neither this security nor any interest or
participation herein may be reoffered, sold, assigned, transferred, pledged,
encumbered or otherwise disposed of in the absence of such registration or unless
such transaction is exempt from, or not subject to, such registration requirements
of the Securities Act. The holder of this security by its acceptance hereof, agrees
on its own behalf and on behalf of any investor account for which it has purchased
securities, to offer, sell or otherwise transfer such security, prior to the date
(the “Resale Restriction Termination Date”) that is two years after the later of the
original issue date hereof and the last date on which Compagnie Générale de
Geophysique (the “Company”) or any affiliate of the Company was
the owner of this security (or any predecessor of such security), only (A) to the
Company or any of its subsidiaries, (B) pursuant to a registration statement that
has been declared effective under the Securities Act, (C) for so long as the
securities are eligible for resale pursuant to Rule 144A under the Securities Act,
to a person it reasonably believes is a “Qualified Institutional
Buyer” as defined in Rule 144A under the Securities Act that purchases for
its own account or for the account of a Qualified Institutional Buyer to whom notice
is given that the transfer is being made in reliance on Rule 144A under the
Securities Act, (D) pursuant to offers and sales to non-U.S. persons that occur
outside the United States within the meaning of Regulation S under the Securities
Act, or (E) pursuant to any other available exemption from the registration
requirements of the Securities Act, subject to compliance with applicable State and
other securities laws and subject to the Company’s and Trustee’s right prior to any
such offer, sale or transfer pursuant to clauses (D) or (E) to require the delivery
of an opinion of counsel, certification and/or other information satisfactory to
each of them. This legend will be removed upon request of the holder after the
Resale Restriction Termination Date.




     1. Interest. Compagnie Générale de Géophysique, a société anonyme incorporated in
France and registered at the Evry commercial register under number B 969 202 241 (69B00224) (the
“Company”), promises to pay interest on the principal
amount of this Note at 71⁄2% per annum from
April 28, 2005 until maturity and shall pay the Liquidated Damages payable pursuant to Section 5 of
the Registration Rights Agreement referred to below. The Company will pay interest and Liquidated
Damages, if any, semi-annually in arrears on May 15 and November 15 of each year, commencing
November 15, 2005, or if any such day is not a Business Day, on the next succeeding Business Day
(each an “Interest Payment Date”). Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the date of original issuance;
provided that if there is no existing Default or Event of Default in the payment of interest, and
if this Note is authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment
Date, except



A-3









 




in the case of the original issuance of Notes, in which case interest shall accrue from the
date of authentication. The Company shall pay interest (including post-petition interest in any
proceeding under applicable bankruptcy law) on overdue principal and premium, if any, from time to
time on demand at a rate that is the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under applicable bankruptcy law) on overdue installments
of interest and Liquidated Damages (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.




     2. Method of Payment. The Company will pay interest on the Notes (except defaulted
interest) and Liquidated Damages to the Persons who are registered Holders of Notes at the close of
business on the May 1 and November 1 next preceding the Interest Payment Date, even if such Notes
are cancelled after such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be
payable as to principal, premium, interest and Liquidated Damages, if any, at the office or agency
of the Company maintained for such purpose within the continental United States and, subject to any
fiscal or other laws and regulations applicable thereto, at the specified offices of any other
Paying Agent appointed by the Company for such purpose, or, at the option of the Company, payment
of interest and Liquidated Damages may be made by check mailed to the Holders at their addresses
set forth in the register of Holders, and provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest, premium and Liquidated
Damages on all Global Notes and all other Notes the Holders of which shall have provided wire
transfer instructions to the Company or a Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts. The principal of the Notes shall be payable only upon surrender of any
Note at the Corporate Trust Office of the Trustee or at the specified offices of any other Paying
Agent.



     If the due date for payment of the principal in respect of any Note is not a Business Day at
the place in which it is presented for payment, the Holder thereof shall not be entitled to payment
of the amount due until the next succeeding Business Day at such place and shall not be entitled to
any further interest or other payment in respect of any such delay.



     3. Paying Agents and Registrars. Initially, JPMorgan Chase Bank, National
Association, the Trustee under the Indenture, will act as Paying Agent and Registrar at its
Corporate Trust Office in Dallas, Texas, and Banque Internationale à Luxembourg will act as
Registrar and Paying Agent in Luxembourg. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.



     4. Indenture. The Company issued the Notes under an Indenture dated as of April 28,
2005 (“Indenture”), among the Company, the Guarantors and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The Notes are
subject to all such terms, and Holders are referred to the Indenture and such Act for a statement
of such terms. The Notes are general unsecured obligations of the Company limited to $165,000,000



A-4









 




aggregate principal amount in the case of Notes issued on the Issue Date (as defined in the
Indenture).




     5. Optional Redemption.



     (a) At any time prior to May 15, 2010, the Company may redeem the Notes at its option, in
whole or in part, at a redemption price equal to 100% of the principal amount thereof plus the
Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to, the
date of redemption.



     (b) At any time on or after May 15, 2010, the Company shall have the option to redeem the
Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid
interest and Liquidated Damages thereon to the applicable redemption date, if redeemed during the
twelve-month period beginning on May 15 of the years indicated below:



	 	 	 	 	 
	Year	 	Percentage	 
	2010
	 	 	103.750	%
	2011
	 	 	102.500	%
	2012
	 	 	101.250	%
	2013 and thereafter
	 	 	100.000	%






     (c) Further, prior to May 15, 2008, the Company may redeem on any one or more occasions Notes
(including Exchange Notes) representing up to 35% of the aggregate principal amount of Notes
originally issued under the Indenture (including any Notes originally issued after the Issue Date
but excluding any Exchange Notes) at a redemption price of 107.500% of the principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption
date, with the net cash proceeds of one or more Qualified Equity Offerings, provided that (a) Notes
(including Exchange Notes) representing at least 65% of the aggregate principal amount of Notes
originally issued under the Indenture (including any Notes originally issued after the Issue Date
but excluding any Exchange Notes) remain outstanding immediately after the occurrence of each such
redemption and (b) such redemption shall occur within 90 days of the date of the closing of each
such Qualified Equity Offering.



     (d) The Company may at any time redeem, in whole but not in part, the Notes at a redemption
price of 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the date of redemption if it or any Guarantor has become or would
become obligated to pay any Additional Amounts in respect of the Notes as a result of (a)(i) any
change in or amendment to the laws or treaties (or regulations or rulings promulgated thereunder)
of a Relevant Taxing Jurisdiction or (ii) any change in or amendment to any official position
regarding the application or interpretation of such laws, treaties, regulations or rulings, which
change or amendment is announced or is effective on or after the date of the Indenture and (b) such
obligation cannot be avoided by the Company or any such Guarantor taking reasonable measures
available to it.



A-5









 





     6. Mandatory Redemption.



     Except as set forth in paragraph 7 below, the Company shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes.



     7. Put Option of Holder.



     (a) If there is a Change of Control, each Holder shall have the right to require the Company
to purchase all or any portion (equal to $1,000 or an integral multiple thereof) of such Holder’s
Notes, pursuant to an offer described in Section 4.15 of the Indenture (a “Change of Control
Offer”), at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase (the
“Change of Control Payment”). Within 30 days following any Change of Control, the Company shall
give notice to each Holder and the Trustee describing the transaction that constitutes the Change
of Control and setting forth the procedures governing the Change of Control Offer as required by
the Indenture.



     (b) If the Company or a Restricted Subsidiary consummates any Asset Sales, within 30 days of
each date on which the aggregate amount of Excess Proceeds exceeds €10,000,000, the Company shall
commence an offer to all Holders of Notes (an “Asset Sale Offer”) pursuant to Section 3.09 of the
Indenture to purchase the maximum principal amount of Notes that may be purchased out of the Excess
Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in
accordance with the procedures set forth in the Indenture; provided, however, that, if the Company
is required to apply such Excess Proceeds to purchase, or to offer to purchase, any Pari Passu
Indebtedness, the Company shall only be required to offer to purchase the maximum principal amount
of Notes that may be purchased out of the amount of such Excess Proceeds multiplied by a fraction,
the numerator of which is the aggregate principal amount of Notes outstanding and the denominator
of which is the aggregate principal amount of Notes outstanding plus the aggregate principal amount
of Pari Passu Indebtedness outstanding. To the extent that the aggregate principal amount of Notes
tendered pursuant to an Asset Sale Offer is less than the amount that the Company is required to
purchase, the Company may use any remaining Excess Proceeds for general corporate purposes in any
manner not prohibited by the Indenture. If the aggregate principal amount of Notes surrendered by
Holders thereof exceeds the amount that the Company is required to purchase, the Trustee shall
select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed
appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples
thereof, shall be purchased). Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to
have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase” on
the reverse of the Notes.



     8. Notice of Redemption. Notice of redemption will be mailed at least 30 days but
not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at
its registered address. For so long as the Notes are listed on the Luxembourg Stock Exchange and
for so long as the rules of such exchange require, notices of redemption shall be published once by
the Trustee, not less than five Business Days prior to the redemption date, in a newspaper having
general



A-6









 




circulation in Luxembourg, which newspaper may be the Luxemburger Wort, or if such newspaper
ceases to be published or timely publication in it will not be practicable, in such other newspaper
as the Trustee deems necessary to give fair and reasonable notice to the Holders. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000,
unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date
interest ceases to accrue on Notes or portions thereof called for redemption.




     9. Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, it need not exchange or register the transfer of any Notes for a period of
15 days before a selection of Notes to be redeemed.



     10. Persons Deemed Owners. The registered Holder of a Note may be treated as its
owner for all purposes.



     11. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture
or the Notes may be amended or supplemented with the consent of the Holders of at least a majority
in principal amount of the then outstanding Notes, and any existing Default or Event of Default or
compliance with any provision of the Indenture or the Notes may be waived with the consent of the
Holders of at least a majority in principal amount of the then outstanding Notes. Without the
consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to cure
any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in
place of certificated Notes, to provide for the assumption of the Company’s obligations to Holders
of the Notes in case of a merger or consolidation, to secure the Notes, to make any change that
would provide any additional rights or benefits to the Holders of the Notes or that does not
materially adversely affect the legal rights under the Indenture of any such Holder, to add any
additional Guarantor or to release any Guarantor from its Subsidiary Guarantee, in each case as
provided in the Indenture, or to comply with the requirements of the Commission in order to effect
or maintain the qualification of the Indenture under the Trust Indenture Act.



     12. Defaults and Remedies. Events of Default include: (i) default for 30 days in
the payment when due of interest or Liquidated Damages, if any, on the Notes; (ii) default in
payment when due of the principal of or premium, if any, on the Notes; (iii) failure by the Company
to comply with Section 4.10 or 4.15 of the Indenture; (iv) failure by the Company for 30 days after
it receives written notice from the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes to observe or perform any other covenant or other agreement in the
Indenture or the Notes; (v) the declaration or payment of any dividend or the making of any other
payment or distribution described in subclause (y) of Section 4.07(c) of the Indenture, which
declaration, payment or distribution would not be permitted by Section 4.07 of the Indenture if it
were treated as a Restricted Payment; (vi) the Company consolidates or merges with or into (whether
or not the



A-7









 




Company is the surviving corporation), or sells, assigns, transfers, leases, conveys, demerges or
otherwise disposes of all or substantially all of its properties and assets in one or more related
transactions, to, another Person, unless the conditions precedent specified in clauses (1) through
(5) of Section 6.01(f) of the Indenture have been complied with; (vii) default under any mortgage,
indenture or instrument under which there may be issued or by which there may be secured or
evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries
(or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries),
whether such Indebtedness or guarantee now exists or is created after the date of the Indenture,
which default (a) is caused by a failure to pay principal of or premium or interest on such
Indebtedness prior to the expiration of any grace period provided in such Indebtedness, including
any extension thereof (a “Payment Default”) or (b) results in the acceleration of such Indebtedness
prior to its express maturity and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates in excess of
€10,000,000, and provided, further, that if such default is cured or waived or any such
acceleration rescinded, or such Indebtedness is repaid within a period of 10 days from the
continuation of such default beyond the applicable grace period or the occurrence of such
acceleration, as the case may be, an Event of Default and any consequential acceleration of the
Notes shall be automatically rescinded, so long as said rescission does not conflict with any
judgment or decree; (vii) failure by the Company or any of its Restricted Subsidiaries to pay final
judgments (not covered by insurance) aggregating in excess of €10,000,000, which judgments are not
paid, discharged or stayed for a period of 60 days; (viii) failure by any Guarantor to perform any
covenant set forth in its Subsidiary Guarantee, or the repudiation by any Guarantor of its
obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee for
any reason other than as provided in the Indenture; and (ix) certain events of bankruptcy or
insolvency with respect to the Company or any Significant Subsidiary. If any Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the
then outstanding Notes may, by notice, declare all the Notes to be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to the Company or any Significant Subsidiary, all outstanding
Notes will become due and payable without further action or notice. The Holders of a majority in
principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of
all of the Holders rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest, premium or Liquidated Damages, if any, that have become due solely because of
such acceleration) have been cured or waived. Holders may not enforce the Indenture or the Notes
except as provided in the Indenture. Subject to certain limitations, Holders of a majority in
principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or
Event of Default (except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest. The Holders of a
 majority
in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf
of the Holders of all of the Notes waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default in the payment of
the principal of or premium, interest or Liquidated Damages, if any, on the Notes. The Company is
required to deliver to the Trustee annually a statement regarding compliance with the Indenture,
and the


A-8









 






Company is required upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default.




     13. Defeasance. The Notes are subject to legal and covenant defeasance upon the
terms and conditions specified in Article 8 of the Indenture.



     14. Trustee Dealings with Company. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Company or its
Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.



     15. No Recourse Against Others. A director, officer, employee, incorporator, member,
partner or shareholder or other owner of capital stock of the Company or any Guarantor, as such,
shall not have any liability for any obligations of the Company or any Guarantor under the Notes,
the Subsidiary Guarantees or the Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for the issuance of the
Notes.



     16. Authentication. This Note shall not be valid until authenticated by the manual
signature of an authorized signatory of the Trustee or an authenticating agent.



     17. Abbreviations. Customary abbreviations may be used in the name of a Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).



     18. Additional Rights of Holders of Transfer Restricted Securities. In addition to
the rights provided to Holders of Notes under the Indenture, Holders of Transfer Restricted
Securities shall have all the rights set forth in the Registration Rights Agreement dated as of
even date with the Indenture, between the Company and the Initial Purchasers named on the signature
page thereof (the “Registration Rights Agreement”).



     19. Subsidiary Guarantees. This Note is entitled to the benefits of the guarantee of
each party that subsequent to the date of the Indenture becomes a Guarantor pursuant to the terms
of the Indenture. Upon the terms and subject to the conditions set forth in the Indenture, any
such party will unconditionally agree that the principal, interest, premium, if any, and Liquidated
Damages, if any, on the Notes will be duly and punctually paid in full when due, all as more fully
set forth in Article 10 of the Indenture.



     20. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on
the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Notes or as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.



A-9









 





     The Company will furnish to any Holder upon written request and without charge a copy of the
Indenture or the Registration Rights Agreement. Requests may be made to:




	 	 	 	Compagnie Générale de Géophysique

1, rue Léon Migaux

91300 Massy

France

Attention: Investors Relations Vice President




A-10









 





Assignment Form




     To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note
to



(Insert Assignee’s Soc. Sec. or Tax I.D. no.)


 


 


 


(Print or Type Assignee’s Name, Address and Zip Code)




	 	 
	and irrevocably appoint 	 
	to transfer this Note on the books of the Company. The agent may substitute another to act for him.






 






	 	 	 	 	 	 
	 
	Date: 
	 	 	 	 	 
	 	 	 	Your Signature: 	 
	 	 	 	(Sign exactly as your name appears on the face of this Note)
	 
	 	 	 	Signature Guarantee:	 






A-11









 





SCHEDULE OF EXCHANGE OF NOTES




     The following exchanges of a part of this Global Note for other Notes have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount	 	 
	 	 	Amount of Decrease	 	Amount of Increase	 	of This Global Note	 	 
	 	 	in Principal Amount	 	in Principal Amount	 	Following Such Decrease	 	Signature of Authorized
	Date of Exchange	 	of This Global Note	 	of This Global Note	 	(or Increase)	 	Officer of Trustee
	 
	 	 	 	 	 	 	 	 






A-12









 





Option of Holder to Elect Purchase




     If you want to elect to have this Note purchased by the Company pursuant to Section 4.10
or 4.15 of the Indenture, check the box below:




	 	 	 
	o     Section 4.10	 	o     Section 4.15








     If you want to elect to have only part of the Note purchased by the Company pursuant to
Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:
$                    



	 	 	 	 	 
	Date: 	___________________________________	                              	Your Signature:	 
	 	 	 	 	(Sign exactly as your name appears on the Note)
	 
	 	 	 	Soc. Sec. or Tax Identification No.: _________________________________________________________________
	 
	 	 	 	Signature Guarantee: ___________________________________________________________________________







A-13









 







SCHEDULE OF EXCHANGES OF NOTES3/




     The following exchanges of a part of this Global Note for other Notes have been made:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount	 	 
	 	 	Amount of decrease	 	Amount of increase	 	of this Global Note	 	 
	 	 	in Principal Amount	 	in Principal Amount	 	following such decrease	 	Signature of authorized
	Date of Exchange	 	of this Global Note	 	of this Global Note	 	(or increase)	 	officer of Trustee
	 
	 	 	 	 	 	 	 	 






 


	 	 



	3.	 	This should be included only if the Note is issued in
global form.






A-14









 






Exhibit B-1




FORM OF CERTIFICATE FOR TRANSFER OF BENEFICIAL INTEREST

FROM 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE

(Pursuant to Section 2.06(a)(i) of the Indenture)



JPMorgan Chase Bank, National Association

as Trustee and Registrar

Institutional Trust Services

600 Travis Street, Suite 1150

Houston, Texas 77002



     Re: 71⁄2% Senior Notes due 2015 of Compagnie Générale de Géophysique



     Reference is hereby made to the Indenture, dated as of April 28, 2005 (the “Indenture”), among
Compagnie Générale de Géophysique (the “Company”), any guarantors party thereto (the “Guarantors”)
and JPMorgan Chase Bank, National Association, as trustee (the “Trustee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.



     This letter relates to $                      principal amount of Notes which are evidenced by one
or more 144A Global Notes and held with the Depository in the name of                      (the
“Transferor”). The Transferor has requested a transfer of such beneficial interest in the Notes to
a Person who will take delivery thereof in the form of an equal principal amount of Notes evidenced
by one or more Regulation S Global Notes, which amount, immediately after such transfer, is to be
held with the Depository.



     In connection with such request and in respect of such Notes, the Transferor hereby certifies
that such transfer has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with Rule 903 or Rule 904 under the United States
Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor hereby
further certifies that:




	 	 	     (1) The offer of the Notes was not made to a person in the United States;
	 
	 	 	     (2) either:





	 	 	     (a) at the time the buy order was originated, the transferee was outside the
United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States; or
	 
	 	 	     (b) the transaction was executed in, on or through the facilities of a
designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was prearranged with a buyer in the
United States;




B-1-1









 






	 	 	     (3) no directed selling efforts have been made in contravention of the requirements of
Rule 904(b) of Regulation S;
	 
	 	 	     (4) the transaction is not part of a plan or scheme to evade the registration
provisions of the Securities Act; and
	 
	 	 	     (5) upon completion of the transaction, the beneficial interest being transferred as
described above is to be held with the Depository through Euroclear or Clearstream or both.




     Upon giving effect to this request to exchange a beneficial interest in a 144A Global Note for
a beneficial interest in a Regulation S Global Note, the resulting beneficial interest shall be
subject to the restrictions on transfer applicable to Regulation S Global Notes pursuant to the
Indenture and the Securities Act and, if such transfer occurs prior to the end of the 40-day
compliance distribution period associated with the initial offering of Notes, the beneficial
interests in the Regulation S Global Notes shall be held through Euroclear or Clearstream.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company and the Guarantors. Terms used in this certificate and not otherwise defined in the
Indenture have the meanings set forth in Regulation S under the Securities Act.


	 	 	 	 	 
	 	[Insert Name of Transferor]


 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Dated:



cc: Compagnie Générale de Géophysique




B-1-2









 






Exhibit B-2




FORM OF CERTIFICATE FOR TRANSFER OF BENEFICIAL INTEREST

FROM REGULATION S GLOBAL NOTE TO 144A GLOBAL NOTE

(Pursuant to Section 2.06(a)(ii) or (iii) of the Indenture)



JPMorgan Chase Bank, National Association

as Trustee and Registrar

Institutional Trust Services

600 Travis Street, Suite 1150

Houston, Texas 77002




     Re:
71⁄2% Senior Notes due 2015 of Compagnie Générale de Géophysique



     Reference is hereby made to the Indenture dated as of April 28, 2005 (the “Indenture”), among
Compagnie Générale de Géophysique (the “Company”), any guarantors party thereto (the “Guarantors”)
and JPMorgan Chase Bank, National Association, as trustee (the “Trustee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.



     This letter relates to $                     principal amount of Notes which are evidenced by one or more
(i) Regulation S Global Notes and held with the Depository or (ii) 144 Global Notes held with the
Depository, in either case in the name of                      (the “Transferor”). The Transferor has
requested a transfer of such beneficial interest in the Notes to a Person who will take delivery
thereof in the form of an equal principal amount of Notes evidenced by one or more 144A Global
Notes, to be held with the Depository.



     In connection with such request and in respect of such Notes, the Transferor hereby certifies
that:



[CHECK ONE]





	o	 	such transfer is being effected pursuant to and in accordance with Rule 144A under the
United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the
Transferor hereby further certifies that the Notes are being transferred to a Person that the
Transferor reasonably believes is purchasing the Notes for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion, and such
Person and each such account is a “qualified institutional buyer” within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A;
	 
	 	 	or
	 
	o	 	such transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act;




B-2-1









 






	 	 	or
	 
	o	 	such transfer is being effected pursuant to an exemption from the registration requirements
of the Securities Act other than one described above, and the Transferor hereby further
certifies that the Notes are being transferred in compliance with the transfer restrictions
applicable to the Global Notes and in accordance with the requirements of the exemption
claimed, which certification is, if requested by the Company or the Registrar, supported by an
Opinion of Counsel, provided by the transferor or the transferee (a copy of which the
Transferor has attached to this certification) in form reasonably acceptable to the Company
and to the Registrar, to the effect that such transfer is in compliance with the Securities
Act and any applicable blue sky laws of any state of the United States;



and such Notes are being transferred in compliance with any applicable blue sky securities laws of
any state of the United States or any other applicable jurisdiction.




     Upon giving effect to this request to exchange a beneficial interest in Regulation S Global
Notes or 144A Global Notes for a beneficial interest in 144A Global Notes, the resulting beneficial
interest shall be subject to the restrictions on transfer applicable to 144A Global Notes pursuant
to the Indenture and the Securities Act.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company and the Guarantors.


	 	 	 	 	 
	 	[Insert Name of Transferor]


 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Dated:



cc: Compagnie Générale de Géophysique




B-2-2









 






Exhibit B-3




FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER

OF DEFINITIVE NOTES

(Pursuant to Section 2.06(a)(iii)(b) of the Indenture)




JPMorgan Chase Bank, National Association

as Trustee and Registrar

Institutional Trust Services

600 Travis Street, Suite 1150

Houston, Texas 77002




     Re:
71⁄2% Senior Notes due 2015 of Compagnie Générale de Géophysique



     Reference is hereby made to the Indenture dated as of April 28, 2005 (the “Indenture”), among
Compagnie Générale de Géophysique (the “Company”), any guarantors party thereto (the “Guarantors”)
and JPMorgan Chase Bank, National Association, as trustee (the “Trustee”). Capitalized terms used
but not defined herein shall have the meanings given to them in the Indenture.



     This relates to $                     principal amount of Notes which are evidenced by one or
more Definitive Notes in the name of                      (the “Transferor”). The
Transferor has requested an exchange or transfer of such Definitive Note(s) in the form of an equal
principal amount of Notes evidenced by one or more Definitive Notes, to be delivered to the
Transferor or, in the case of a transfer of such Notes, to such Person as the Transferor instructs
the Trustee.



     In connection with such request and in respect of the Notes surrendered to the Trustee
herewith (the “Surrendered Notes”), the Holder of such Surrendered Notes hereby certifies that:



[CHECK ONE]





	o	 	the Surrendered Notes are being acquired for the Transferor’s own account, without transfer;
	 
	 	 	or
	 
	o	 	the Surrendered Notes are being transferred to the Company or one of its Subsidiaries;
	 
	 	 	or
	 
	o	 	the Surrendered Notes are being transferred pursuant to and in accordance with Rule 144A
under the United States Securities Act of 1933, as amended (the “Securities Act”), and,
accordingly, the Transferor hereby further certifies that the Surrendered Notes are being
transferred to a Person that the Transferor reasonably believes is purchasing the Surrendered
Notes for its own account, or for one or more accounts with respect to which such Person




B-3-1









 






	 	 	exercises sole investment discretion, and such Person and each such account is a “qualified
institutional buyer” within the meaning of Rule 144A, in each case in a transaction meeting
the requirements of Rule 144A;
	 
	 	 	or
	 
	o	 	the Surrendered Notes are being transferred in a transaction permitted by Rule 144 under
the Securities Act;
	 
	 	 	or
	 
	o	 	the Surrendered Notes are being transferred pursuant to an exemption under the Securities
Act other than Rule 144A, Rule 144 or Rule 903 or 904 of Regulation S to Person who is an
Institutional Accredited Investor and the Transferor further certifies that the transfer
complies with the transfer restrictions applicable to Definitive Notes bearing the legend set
forth in Section 2.06(f) of the Indenture and the requirements of the exemption claimed, which
certification is supported by (a) if such transfer is in respect of a principal amount of
Notes at the time of transfer of $250,000 or more, a certificate executed by the transferee in
the form of Exhibit C to the Indenture, or (b) if such transfer is in respect of a principal
amount of Notes at the time of transfer of less than $250,000, (i) a certificate executed in
the form of Exhibit C to the Indenture and (ii) an Opinion of Counsel provided by the
Transferor or the transferee (a copy of which the Transferor has attached to this
certification), to the effect that (1) such transfer is in compliance with the Securities Act
and (2) such transfer complies with any applicable blue sky securities laws of any state of
the United States;
	 
	 	 	or
	 
	o	 	the Surrendered Notes are being transferred pursuant to an effective registration statement
under the Securities Act;



and the Surrendered Notes are being transferred in compliance with any applicable blue sky
securities laws of any state of the United States or any other applicable jurisdiction.




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     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company and the Guarantors.


	 	 	 	 	 
	 	[Insert Name of Transferor]


 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Dated:



cc: Compagnie Générale de Géophysique




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Exhibit C




FORM OF CERTIFICATE TO BE DELIVERED BY

INSTITUTIONAL ACCREDITED INVESTORS

(Pursuant to Section 2.06(a)(ii) or (iii) or (2.06(b) of the Indenture)



_________________________, _____




JPMorgan Chase Bank, National Association

as Trustee and Registrar

Institutional Trust Services

600 Travis Street, Suite 1150

Houston, Texas 77002



Ladies and Gentlemen:




     We are delivering this letter in connection with our purchase of 71⁄2% Senior Notes due 2015
(the “Notes”) of Compagnie Générale de Géophysique, a French limited liability corporation (the
“Company”). We hereby confirm that:




	 	 	     (i) we are an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or
(7) under the Securities Act of 1933, as amended (the “Securities Act”), or an entity in
which all of the equity owners are accredited investors within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act (an “Institutional Accredited
Investor”);
	 
	 	 	     (ii) any purchase of Notes by us will be for our own account or, if we are buying for
one or more institutional accounts for which we are acting as fiduciary or agent and we are
not a bank (as defined in Section 3(a)(2) of the Securities Act) or a savings and loan
association or other institution (as defined in Section 3(a)(5)(A) of the Securities Act),
each such account is an Institutional Accredited Investor;
	 
	 	 	     (iii) we have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of purchasing Notes and we, and any accounts
for which we are acting, are able to bear the economic risks of its or their investment;
	 
	 	 	     (iv) we are not acquiring Notes with a view to any distribution thereof in a
transaction that would violate the Securities Act or the securities laws of any State of the
United States or any other applicable jurisdiction; provided, however, that the disposition
of our property and the property of any accounts for which we are acting as fiduciary shall
remain at all times within our control; and
	 
	 	 	     (v) we acknowledge that we have had access to such financial and other information, and
have been afforded the opportunity to ask such questions of representatives of the Company
and receive answers thereto, as we deem necessary in connection with our decision to
purchase Notes.




C-1









 






	 	 	     We understand that the Notes were offered in a transaction not involving any public
offering within the meaning of the Securities Act and that the Notes have not been
registered under the Securities Act, and we agree, on our own behalf and on behalf of each
account for which we acquire any Notes, that such Notes may be offered, resold, pledged or
otherwise transferred only (i) to a person whom we reasonably believe to be a qualified
institutional buyer (as defined in Rule 144A under the Securities Act) in a transaction
meeting the requirements of Rule 144A under the Securities Act, in a transaction meeting the
requirements of Rule 144 under the Securities Act, outside the United States in a
transaction meeting the requirements of Rule 903 or 904 under the Securities Act, or in
accordance with another exemption from the registration requirements of the Securities Act
(and based upon an opinion of counsel if the Company so requests), (ii) to the Company or
(iii) pursuant to an effective registration statement, and, in each case, in accordance with
any applicable securities laws of any State of the United States or any other applicable
jurisdiction, and we will, and each subsequent holder of the Notes is required to, notify
any subsequent purchaser from us or it of the resale restrictions set forth in clause (i)
above. We acknowledge that the Notes will bear legends substantially to the foregoing
effect. We understand that the registrar will not be required to accept for registration of
transfer any Notes, except upon presentation of evidence satisfactory to the Company that
the foregoing restrictions on transfer have been complied with.




     We acknowledge that you and the Company will rely upon our confirmations, acknowledgments and
agreements set forth herein, and we agree to notify you promptly in writing if any of our
representations or warranties herein ceases to be accurate and complete.



     THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.


	 	 	 	 	 
	 	
 	 
	 	[Name of Purchaser]


 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	Address: 	 	 
	 




C-2









 








Exhibit D




SUBSIDIARY GUARANTEE





     Subject to Section 10.07 of the Indenture, each Guarantor has jointly and severally,
unconditionally guaranteed to each Holder of a Note authenticated and delivered by the Trustee and
to the Trustee and its successors and assigns, irrespective of the validity and enforceability of
the Indenture, the Notes and the Obligations of the Company under the Notes or under the Indenture,
that: (a) the principal of and premium, if any, interest and Liquidated Damages, if any, on the
Notes will be promptly paid in full when due, subject to any applicable grace period, whether at
maturity, by acceleration, redemption or otherwise, and interest on overdue principal of and
premium, if any, (to the extent permitted by law) interest and Liquidated Damages, if any, on the
Notes and all other payment Obligations of the Company to the Holders or the Trustee under the
Indenture or under the Notes will be promptly paid in full and performed, all in accordance with
the terms thereof; and (b) in case of any extension of time of payment or renewal of any Notes or
any of such other payment Obligations, the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, subject to any applicable grace period,
whether at stated maturity, by acceleration, redemption or otherwise. Failing payment when so due
of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors
will be jointly and severally obligated to pay the same immediately. An Event of Default under the
Indenture or the Notes shall constitute an event of default under the Subsidiary Guarantees, and
shall entitle the Holders to accelerate the obligations of the Guarantors under the Indenture in
the same manner and to the same extent as the Obligations of the Company. The Guarantors have
agreed that their Obligations under the Indenture shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce the same or any
other circumstance which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor. Each Guarantor further, to the extent permitted by law, has waived diligence,
presentment, demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the Company, protest,
notice and all demands whatsoever and covenants that its Subsidiary Guarantee will not be
discharged except by complete performance of the Obligations contained in the Notes and the
Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors, or any Note Custodian, Trustee, liquidator or other similar official
acting in relation to either the Company or the Guarantors, any amount paid by the Company or any
Guarantor to the Trustee or such Holder, the Subsidiary Guarantees, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each Guarantor has agreed that it shall
not be entitled to, and hereby has waived, any right of subrogation in relation to the Holders in
respect of any Obligations guaranteed under the Indenture. Each Guarantor further has agreed that,
as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (a)
the maturity of the Obligations guaranteed under the Indenture may be accelerated as provided in
Article 6 of the Indenture for the purposes of its Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the Obligations
guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as



D-1









 




provided in Article 6 of the Indenture, such Obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantor for the purpose of its Subsidiary Guarantee. The
Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the
exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantees.




     The obligations of the Guarantors to the Holders and to the Trustee pursuant to the
Subsidiary Guarantees and the Indenture are expressly set forth in Article 10 of the Indenture, and
reference is hereby made to such Indenture for the precise terms of the Subsidiary Guarantees. The
terms of Article 10 of the Indenture are incorporated herein by reference. The Subsidiary
Guarantees are subject to release as and to the extent provided in Sections 10.04, 10.05 and 10.06
of the Indenture.



     Each Subsidiary Guarantee is a continuing guarantee and shall remain in full force and effect
and shall be binding upon each Guarantor and its respective successors and assigns to the extent
set forth in the Indenture until full and final payment of all of the Company’s Obligations under
the Notes and the Indenture and shall inure to the benefit of the successors and assigns of the
Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or
the Trustee, the rights and privileges conferred in the Indenture upon that party shall
automatically extend to and be vested in such transferee or assignee, all subject to the terms and
conditions hereof. Each Subsidiary Guarantee is a guarantee of payment and not a guarantee of
collection.



     For purposes hereof, each Guarantor’s liability under its Subsidiary Guarantee shall be
limited in amount as provided in Section 10.07 of the Indenture.



     Capitalized terms used herein have the same meanings given in the Indenture unless otherwise
indicated.


	 	 	 	 	 
	 	[GUARANTORS]


 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




D-2









 







Exhibit E








 


COMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE




and



the Guarantors named herein



 

________________________________________




INITIAL AND EXCHANGE



71⁄2% SENIOR NOTES DUE 2015



________________________________________





 

_______________________



 

FORM OF SUPPLEMENTAL INDENTURE

AND AMENDMENT o SUBSIDIARY GUARANTEE



 

dated
as of ________ ___, ____



 

_______________________





 

 

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION




Trustee


_______________________



 















E-1









 







     This SUPPLEMENTAL INDENTURE, dated as of ___________________ _______, _______, is among Compagnie Générale de
Géophysique, a société anonyme incorporated in France and registered at the Evry commercial
register under number B 969 202 241 (69B00224) (the “Company”), each of the parties identified
under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and JPMorgan Chase
Bank, National Association, as 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 has originally issued $165,000,000 in principal
amount of 71⁄2% Senior Notes due 2015 (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 Guarantors and of the Trustee
necessary to make this Supplemental Indenture a valid instrument legally binding on the Company,
the Guarantors 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 Guarantors 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 Guarantors 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
Guarantors whose signatures appear below are subject to the provisions of the Indenture to the
extent provided for in Article 10 thereunder.



E-2









 





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.



[NEXT PAGE IS SIGNATURE PAGE]




     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first written above.


	 	 	 	 	 
	 	Compagnie Générale de Géophysique


 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	
[Guarantors]


 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	
JPMorgan Chase Bank, National Association,

as Trustee


 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





E-3