Exhibit 99(c)(1)
AMENDMENT NO. 1 TO
MERGER AGREEMENT
THIS AMENDMENT NO. 1 TO MERGER AGREEMENT (this "AMENDMENT"), dated as
of November 23, 1999, by and between COMPAGNIE GENERALE DE GEOPHYSIQUE, a French
societe anonyme (the "Parent"), SERCEL ACQUISITION CORP., a Nevada company
("Purchaser"), and GeoScience Corporation, a Nevada company (the "Company").
W I T N E S S E T H
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WHEREAS, the Company and the Purchaser have entered into a Merger
Agreement, dated as of October 23, 1999 (the "Merger Agreement");
WHEREAS, the parties hereto wish to amend the Merger Agreement as set
forth below; and
WHEREAS, this Amendment has been approved by the respective Boards of
Directors (or similar governing bodies) of Parent, Purchaser and the Company
pursuant to Section 8.5 of the Merger Agreement.
NOW, THEREFORE, IT IS AGREED:
1. AMENDMENTS. (a) Line item (4) of paragraph (A) of Annex A of the
Merger Agreement is hereby amended by replacing the words "the sole judgment of
Purchaser" with the words "reasonable judgment of Purchaser"
(b) Paragraph (K) of Annex A of the Merger Agreement is hereby
amended to read in its entirety "Funds from the Financing shall not be available
to Parent (subject only to the conditions set forth in clause (a) of this
Section) in an amount sufficient to consummate the Offer and the Merger on the
terms contemplated hereby; or"
2. CAPTIONS. The captions in this Amendment are included for
convenience of reference only and shall be ignored in the construction or
interpretation of the provisions of this Amendment.
3. COUNTERPARTS; EFFECTIVENESS. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. This
Amendment shall become effective when each party to this Amendment shall have
received a counterpart hereof signed by the other party hereto.
4. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to its
conflicts of laws principles.
5. AGREEMENT AS AMENDED. This Amendment is limited as specified and
shall not constitute a modification, acceptance or waiver of any other provision
of the Merger Agreement. From and after the date hereof, all references to the
Merger Agreement shall be deemed references to the Merger Agreement as amended
and supplemented hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective authorized officers as of the date first above
written.
COMPAGNIE GENERALE DE GEOPHYSIQUE
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
Chairman and Chief Executive Officer
SERCEL ACQUISITION CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇
President
GEOSCIENCE CORPORATION
By: /s/ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President and General
Counsel
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