US$1,600,000,000 SINGLE CURRENCY TERM FACILITY AGREEMENT dated 22 November 2006 for COMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE arranged by CREDIT SUISSE INTERNATIONAL with The Companies Listed Herein as Original Guarantors The Financial Institutions Listed...

Exhibit 4.24

EXECUTION COPY

US$1,600,000,000

SINGLE CURRENCY TERM FACILITY AGREEMENT

dated 22 November 2006

for

COMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE

arranged by
CREDIT SUISSE INTERNATIONAL

with

The Companies Listed Herein as Original Guarantors

The Financial Institutions Listed Herein
as Original Lenders

CREDIT SUISSE, LONDON BRANCH
acting as Agent

CREDIT SUISSE, LONDON BRANCH
acting as Security Agent

Cravath, Swaine & ▇▇▇▇▇ LLP
CityPoint
One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇

CONTENTS

CLAUSE		PAGE
SECTION 1 INTERPRETATION			1
1. Definitions and Interpretation			1
SECTION 2 THE FACILITY			28
2. The Facility			28
3. Purpose			29
4. Conditions of Utilization			30
SECTION 3 UTILIZATION			31
5. Utilization			31
SECTION 4 REPAYMENT, PREPAYMENT AND CANCELLATION			32
6. Repayment			32
7. Prepayment and cancellation			32
SECTION 5 COSTS OF UTILIZATION			38
8. Interest			38
9. Interest Periods			41
10. Changes to the calculation of interest			41
11. Fees			43
12. Tax gross up and indemnities			44
13. Increased costs			47
14. Other indemnities			48
15. Mitigation by the Lenders			50
16. Costs and expenses			51
SECTION 7 ▇▇▇▇▇▇▇▇▇			▇▇
▇▇. Guarantee and indemnity			52
SECTION 8 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT			55
18. Representations			55
19. Information undertakings			62
20. Financial condition			66
21. General undertakings			71
22. Events of Default			83
SECTION 9 CHANGES TO PARTIES			89
23. Changes to the Lenders			89
24. Changes to the Obligors			92

CLAUSE		PAGE
SECTION 10 THE FINANCE PARTIES			95
25. Role of the Agent, the Arranger and the Security Agent			95
26. Conduct of business by the Finance Parties			108
27. Sharing among the Finance Parties			108
SECTION 11 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇			▇▇▇
▇▇. Payment mechanics			110
29. Set-off			113
30. Notices			113
31. Calculations and certificates			115
32. Partial invalidity			115
33. Remedies and waivers			115
34. Amendments and waivers			115
35. Counterparts			116
36. U.S.A. Patriot Act			116
37. Interest Rate Limitation			117
SECTION 12 GOVERNING LAW AND ENFORCEMENT			118
38. Governing law			118
39. Enforcement			118
SCHEDULE 1 The Original Parties			120
SCHEDULE 2 Conditions Precedent			122
SCHEDULE 3 Requests			127
SCHEDULE 4 Mandatory Cost formula			129
SCHEDULE 5 Form of Transfer Certificate			132
SCHEDULE 6 Form of Accession Letter			134
SCHEDULE 7 Form of Resignation Letter			135
SCHEDULE 8 Form of Compliance Certificate			136
SCHEDULE 9 Existing Security			137
SCHEDULE 10 LMA Form of Confidentiality Undertaking			139
SCHEDULE 11 Form of Target Share Pledge Agreement			144
SCHEDULE 12 [Reserved]			164
SCHEDULE 13 Form of TEG Letter			165
SCHEDULE 14 [Reserved]			167
SCHEDULE 15 Specified Time			168
SCHEDULE 16 [Reserved]			169
SCHEDULE 17 Existing Financial Indebtedness			170

THIS AGREEMENT is dated 22 November 2006 and made between:

(1)		COMPAGNIE GÉNÉRALE DE GÉOPHYSIQUE, a société anonyme incorporated in France, having its registered office at ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ Massy and registered at the Evry commercial registry under number 969 202 241 R.C.S. Evry (the “Borrower”);
(2)		THE COMPANIES listed in Part IA of Schedule 1 as original guarantors (the “Original Guarantors”);
(3)		CREDIT SUISSE INTERNATIONAL (the “Arranger”);
(4)		THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as lenders (the “Original Lenders”);
(5)		CREDIT SUISSE, LONDON BRANCH, as agent of the other Finance Parties (the “Agent”); and
(6)		CREDIT SUISSE, LONDON BRANCH, as security agent of the other Finance Parties (the “Security Agent”).

IT IS AGREED as follows:

SECTION 1

1.		DEFINITIONS AND INTERPRETATION
1.1		Definitions
		In this Agreement:
		“Acceptable Bank” means:

	(a)		a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A3 or higher by ▇▇▇▇▇’▇ Investor Services Limited or a comparable rating from an internationally recognized credit rating agency; or
	(b)		any other bank or financial institution approved by the Agent.

“Accession Letter” means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).

“Accounting Reference Date” means 31 December.

“Additional Cost Rate” has the meaning given to it in Schedule 4 (Mandatory Cost formula).

“Additional Guarantor” means a company which becomes an Additional Guarantor in accordance with Clause 24 (Changes to the Obligors).

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

“Auditors” means the external auditors of the Borrower.

“Authorization” means an authorization, consent, approval, resolution, license, exemption, filing, notarization or registration.

“Availability Period” means the period from and including the date of this Agreement to and including the earlier of (x) the Closing Date and (y) April 15, 2007.

“Base Case Model” means the base case model prepared by the Borrower and delivered to the Agent prior to the date of this Agreement.

“Base Currency” means US$.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“Break Costs” means the amount (if any) by which:

(a)

the interest (excluding the Margin and Mandatory Costs) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(b)

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in New York, London and Paris.

“Capital Expenditure” has the meaning given to that term in Clause 20 (Financial Condition).

“Cash Equivalent Investments” means at any time:

	(a)		certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank;
	(b)		any investment in marketable debt obligations issued or guaranteed by the government of the United States of America, the United Kingdom, any

			member state of the European Economic Area or any Participating Member State or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security;
	(c)		commercial paper not convertible or exchangeable to any other security:

	(i)		for which a recognized trading market exists;
	(ii)		issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;
	(iii)		which matures within one year after the relevant date of calculation; and
	(iv)		which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investor Services Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating;

	(d)		sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialized equivalent);
	(e)		any investment accessible within 30 days in money market funds which have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or Fitch Rating Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investor Services Limited and which invest substantially all their assets in securities of the types described in sub-paragraphs (a) to (d) above; or
	(f)		any other debt security approved by the Majority Lenders,

in each case, to which any member of the Group is beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security Interest (other than one arising under the Security Documents).

“Cash” has the meaning given to that term in Clause 20.1 (Financial definitions).

“Charged Property” means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Closing Date” means the date on which completion of the Merger occurs in accordance with the Merger Agreement.

“Collateral Agreement” means the Collateral Agreement among each of the Obligors and the Security Agent, all as at the date of such agreement, in a form substantially similar to the collateral agreement executed in connection with the Senior Facilities.

“Commitment” means:

	(a)		in relation to each Original Lender, the amount set forth opposite its name under the heading “ Commitment” in Part II of Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement; and
	(b)		in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement.

“Commitment Letter” means any letter so entitled and entered into by the Borrower on 4 September 2006 or, in connection with the syndication of the Facility, thereafter.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate).

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA as set out in Schedule 10 (LMA Form of Confidentiality Undertaking) or in any other form agreed between the Borrower and the Agent.

“Constitutional Documents” means the statuts of the Borrower.

“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 date of this Agreement 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 date of this Agreement or who were so elected to the board of directors thereafter.

“Debt Refinancing Securities” means the debt securities subject to the Engagement Letter.

“Default” means an Event of Default or any event or circumstance specified in Clause 22 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent pursuant to Clause 25.41 (Delegation).

“Demand Securities” means the demand securities subject to any Fee Letter.

“Disruption Event” means either or both of:

(a)

material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out), which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

	(i)		from performing its payment obligations under the Finance Documents; or
	(ii)		from communicating with other Parties in accordance with the terms of the Finance Documents,

(and which (in either such case)) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“Engagement Letter” means the engagement letter dated 4 September 2006 between the Borrower and the Manager.

“Environmental Claim” means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.

“Environmental Law” means any applicable law or regulation which relates to:

	(a)		the pollution or protection of the environment;
	(b)		harm to or the protection of human health;
	(c)		the conditions of the workplace; or
	(d)		any emission or substance capable of causing harm to any living organism or the environment.

“Environmental Permits” means any permit and other Authorization and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group conducted on or from the properties owned or used by any member of the Group.

“Event of Default” means any event or circumstance specified as such in Clause 22 (Events of Default).

“Existing Bonds” means the existing 7¹/2% Senior Notes due 2015 of the Borrower.

“Extended Maturity Date” means the date that is two years after the Utilization Date.

“Extension Request” has the meaning given to it in Clause 2.2 (Request for Extension).

“Facility” means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less

than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” means any letter or letters dated 4 September 2006 between Credit Suisse International and the Borrower, and any other agreement entered into in connection with the syndication of the Facility, setting out any of the fees referred to in Clause 11 (Fees).

“Finance Document” means this Agreement, any Commitment Letter, the Engagement Letter, any Accession Letter, any Compliance Certificate, any Fee Letter, any Resignation Letter, any Selection Notice, any Security Document, the Utilization Request and any other document designated as a “Finance Document” by the Agent and the Borrower.

“Finance Party” means the Agent, the Arranger, the Security Agent or a Lender.

“Financial Indebtedness” means any indebtedness for or in respect of:

	(a)		moneys borrowed;
	(b)		any amount raised by acceptance under any acceptance credit facility;
	(c)		any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
	(d)		the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease;
	(e)		receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
	(f)		any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;
	(g)		any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);
	(h)		any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(i)

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above;

provided that any indebtedness for or in respect of any guarantee set forth in clause (c) of the definition of Permitted Guarantee shall not constitute “Financial Indebtedness” hereunder.

“Financial Quarter” has the meaning given to that term in Clause 20 (Financial Condition).

“Financial Year” has the meaning given to that term in Clause 20 (Financial Condition).

“French GAAP” means generally accepted accounting principles in France.

“Government Authority” means the government of the United States or any other nation, or any state, regional or local political subdivision or department thereof, and any other governmental or regulatory agency, authority, body, commission, central bank, board, bureau, organ, court, instrumentality or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, in each case whether federal, state, local or foreign (including supra-national bodies such as the European Union or the European Central Bank).

“Group” means the Borrower and its Subsidiaries, including, on and after the Closing Date, the Target Group.

“Guarantor” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 24 (Changes to the Obligors).

“Holding Company” means, in relation to a company, corporation or other entity, any other company, corporation or other legal entity in respect of which the former company, corporation or other entity is a Subsidiary.

“IFRS” means International Financial Reporting Standards issued by the International Accounting Standards Board and adopted by the European Union.

“Initial Maturity Date” means the date that is eighteen months after the Utilization Date.

“Intellectual Property” means:

	(a)		any patents, trade marks, service marks, designs, business names, copyrights, design rights, moral rights, inventions, confidential information, know-how and other intellectual property rights and interests, whether registered or unregistered; and
	(b)		the benefit of all applications and rights to use such assets of each member of the Group.

“Intercreditor Agreement” means the intercreditor agreement between, among others, the Security Agent, the collateral agent under the Senior Facilities and certain

members of the Group, all as at the date of such agreement, in a form agreed upon by the Agent and the Borrower and reasonably acceptable to the Original Lenders (such form to be substantially consistent with similar such agreements used in connection with customary U.S. first-lien, second-lien debt financings in which the collateral agent under the Senior Facilities acts as collateral agent, it being understood that, pursuant to such agreement, the Security Agent will be entitled to the rights of a security agent for a second-lien credit facility).

“Interest Period” means, in relation to the Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.4 (Default interest).

“Internal Revenue Code” means the United States Internal Revenue Code of 1986, as amended.

“Joint Venture” means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

“Joint Venture Agreement” means the joint venture agreement between Veritas Geophysical (Nigeria) Limited (formerly known as Digital Exploration (Nigeria) Limited) and Ashbert Limited, effective March 1, 2001.

“Legal Reservations” means:

	(a)		the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganization and other laws generally affecting the rights of creditors;
	(b)		the time barring of claims under any statute of limitations, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defenses of set-off or counterclaim; and
	(c)		similar principles, rights and defenses under the laws of any Relevant Jurisdiction.

“Lender” means:

	(a)		any Original Lender; and
	(b)		any bank, financial institution or credit institution (établissement de crédit) in France (or which is recognized as such in accordance with EU regulations), trust, fund or other entity which has become a Party in accordance with Clause 23 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“LIBOR” means, in relation to the Loan:

	(a)		for all Interest Periods other than the initial Interest Period for the Loan (referenced in Clause 9.1(d)), the applicable Screen Rate; or
	(b)		with respect to the initial Interest Period for the Loan (referenced in Clause 9.1(d)) or if no Screen Rate is available for the currency or Interest Period of the Loan, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market, as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that Loan and for a period comparable to the Interest Period for that Loan.

“LMA” means the Loan Market Association.

“Loan” means the loan or deemed loan made or to be made under the Facility or the principal amount outstanding for the time being of that loan or deemed loan.

“Majority Lenders” means:

	(a)		if there are no Loans outstanding, a Lender or Lenders whose Commitments aggregate more than 50.01% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 50.01% of the Total Commitments immediately prior to the reduction); or
	(b)		at any other time, a Lender or Lenders whose participations in the Loans then outstanding aggregate more than 50.01% of the Loan then outstanding.

“Manager” means Credit Suisse Securities (Europe) Limited, as Manager of an offering or offerings of Debt Refinancing Securities.

“Mandatory Cost” means the percentage rate per annum calculated by the Agent in accordance with Schedule 4 (Mandatory Cost formula).

“Margin” means the rate calculated in accordance with Clause 8.3 (Margin Ratchet).

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Material Adverse Effect” means a material adverse effect on:

	(a)		the business, operations, property or condition (financial or otherwise) of the Group taken as a whole; or
	(b)		the ability of the Obligors, taken as a whole, to perform their obligations under the Finance Documents; or
	(c)		the validity or enforceability of, or the effectiveness or ranking of any Security granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

“Material Subsidiary” means, at any time, a Subsidiary of the Borrower whose total assets, revenues and / or ORBDA as defined in Clause 20.1 (Financial Definitions) then equal or exceed, individually, 10% of the total assets, revenues and/or ORBDA

of the Group; provided that if at any time the total assets, revenues and/or ORBDA of such individual Material Subsidiaries, when added to that of the Obligors, collectively, do not equal or exceed 85% of the total assets, revenues and/or ORBDA of the Group, the Borrower shall designate additional Subsidiaries as Material Subsidiaries such that the total assets, revenues and/or ORBDA of all Material Subsidiaries, when added to that of the Obligors, collectively, equal or exceed 85% of the total assets, revenues and / or ORBDA of the Group.

For this purpose:

	(a)		the consolidated total assets, revenues and / or ORBDA of a Subsidiary of the Borrower will be determined from its financial statements (unconsolidated if it has Subsidiaries) upon which the latest audited financial statements of the Group have been based;
	(b)		if a Subsidiary of the Borrower becomes a member of the Group after the date on which the latest audited financial statements of the Group have been prepared, the consolidated total assets, revenues and / or ORBDA of that Subsidiary will be determined from its latest financial statements;
	(c)		the consolidated total assets, revenues and / or ORBDA of the Group will be determined from its latest audited financial statements, adjusted (where appropriate) to reflect the total assets, revenues and / or ORBDA of any company or business subsequently acquired or disposed of; and
	(d)		if a Material Subsidiary disposes of all or substantially all of its assets to another Subsidiary of the Borrower, it will immediately cease to be a Material Subsidiary and the other Subsidiary (if it is not already) will immediately become a Material Subsidiary; the subsequent financial statements of those Subsidiaries and the Group will be used to determine whether those Subsidiaries are Material Subsidiaries or not.
			If there is a dispute as to whether or not a company is a Material Subsidiary, a certificate of the auditors of the Borrower will be, in the absence of manifest error, conclusive.

“Maturity Date” means the Initial Maturity Date, unless extended under Clause 2.4 (Extension of Facility), in which case, the “Maturity Date” shall mean the “Extended Maturity Date”.

“Mergeco” means the surviving company in the Merger.

“Merger” means, together, the merger between Newco 1 with and into the Target and the merger of the resulting company with and into Newco 2.

“Merger Agreement” means the agreement and plan of merger among the Borrower, the Target, Newco 1 and Newco 2, dated 4 September 2006.

“Merger Costs” means all brokers’ commissions, fees, costs and expenses, stamp, registration and other Taxes specifically contemplated under this Agreement and legal

fees incurred by the Borrower or any other member of the Group in each case in connection with the Merger or the Transaction Documents.

“Merger Documents” means the Merger Agreement and any other document or agreement executed in connection therewith.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that as to the last Month of any period:

	(a)		(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
	(b)		if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
	(c)		if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

“Moody’s” means ▇▇▇▇▇’▇ Investor Service Limited.

“Net Debt Cover” has the meaning given to that term in Clause 20.1 (Financial definitions).

“Newco 1” means Volnay Acquisition Co. I, a Delaware corporation.

“Newco 2” means Volnay Acquisition Co. II, a Delaware corporation.

“Norwegian Guarantor” means CGG Marine Resources Norge A/S, a company organized under the laws of Norway.

“Obligor” means the Borrower or a Guarantor.

“ORBDA” has the meaning given to that term in Clause 20.1 (Financial definitions).

“Original Financial Statements” means:

	(a)		IFRS (French GAAP in the case of the 2003 fiscal year) with a US GAAP reconciliation (or, in the case of the Target Group, US GAAP) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower for the 2003, 2004 and 2005 fiscal years and for the Target Group for the 2004, 2005 and 2006 fiscal years;
	(b)		(i) IFRS with a US GAAP reconciliation (or, in the case of the Target Group, US GAAP) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the Borrower and the Target Group for each such entity’s subsequent fiscal quarter ended 45 days before the Closing Date, which financial statements shall not be materially

			inconsistent with the financial statements or forecasts previously provided to the Agent and (ii) statements showing ORBDA to Total Interest Costs and Net Debt Cover, in each case, measured quarterly on a rolling 12 month basis, and total Capital Expenditure during a rolling 12 month period of each of the Borrower and the Target Group, in each case, ended not earlier than 30 days before the Closing Date; and
	(c)		in relation to any other Obligor, its audited financial statements delivered to the Agent as required by Clause 24 (Changes to the Obligors).

“Original Obligor” means the Borrower and each Original Guarantor.

“Participating Member State” means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Permitted Acquisition” means:

	(a)		the Merger;
	(b)		an acquisition by way of merger provided that the merger is permitted under paragraph (c) of the definition of Permitted Merger;
	(c)		the acquisition of, or investment in, any share or interest in any Permitted Joint Venture, provided that the acquisition of or investment therein does not exceed $75,000,000 in the aggregate;
	(d)		the acquisition of, or investment in, any share or interest in the Veritas Caspian limited liability partnership, a joint venture between Veritas DGC Limited, Kazmorgeophisika JSC and Kazgeoengineering LLC pursuant to a joint venture agreement dated 2 September 2005;
	(e)		the acquisition by a member of the Group of any share, interest or asset sold, leased, transferred or otherwise disposed of by another member of the Group in circumstances constituting a Permitted Disposal;
	(f)		the acquisition by a member of the Group of Cash Equivalent Investments;
	(g)		an acquisition by a member of the Group to which the Agent (on the instructions of the Majority Lenders) shall have given prior written consent;
	(h)		an acquisition that is a Qualifying Acquisition; or
	(i)		an acquisition of any business or all of the issued share capital of a limited liability company or corporation (or, as applicable in a jurisdiction outside the United States, an organization having an equivalent status in such jurisdiction) if the aggregate net expenditures in such acquisitions for members of the Group is less than $25,000,000 (or its equivalent in another currency or currencies).

“Permitted Disposal” means any sale, lease, transfer or other disposal:

	(a)		made in the ordinary course of business of the disposing entity;
	(b)		of access to multi-client data libraries owned by any member of the Group, but not including the sale, lease, transfer or other disposal of the ownership interests therein;
	(c)		of assets in exchange for other assets comparable or superior as to type, value and quality;
	(d)		the sale, transfer or disposal of assets by the Borrower or any member of the Group consisting of one 2D seismic vessel and/or one 3D seismic vessel, in exchange for equity, joint venture interests or other consideration;
	(e)		made by (i) an Obligor to another Obligor or (ii) a non Obligor to another non Obligor or (iii) a non Obligor to an Obligor or (iv) an Obligor to a non Obligor subject to a maximum aggregate amount for all such disposals under this sub-clause (iv) of $50,000,000 during the term of the Facility;
	(f)		constituting the creation of any Permitted Security;
	(g)		to which the Agent (on the instructions of the Majority Lenders) shall have given prior written consent; or
	(h)		where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal by the Group in any related transaction) does not exceed in aggregate $50,000,000 (or its equivalent in another currency or currencies);
	(i)		of surplus, obsolete or worn out equipment;
	(j)		of notes or accounts receivable that, in order to resolve disputes that occur in the ordinary course of business, an Obligor may discount or otherwise compromise for less than the face value thereof;
	(k)		of Cash or Cash Equivalent Instruments;
	(l)		of shares of capital stock or other equity interests by an Obligor in any of its Subsidiaries in order to qualify members of the board of directors (or similar governing body) of the Subsidiary, if required by applicable law;
	(m)		to the extent (i) required by a Government Authority or (ii) pursuant to a synergies implementation plan, in each case in connection with the Merger;
	(n)		of joint venture interests of Veritas Geophysical (Nigeria) in accordance with the terms of the option granted to Ashbert Limited pursuant to the Joint Venture Agreement;
	(o)		of the Massy 1 processing center premises in Massy, France; or

(p)

in connection with a sale and leaseback of the Borrower’s Massy Principal headquarters in Massy, France.

“Permitted Financial Indebtedness” means:

	(a)		any Financial Indebtedness arising or permitted under any Finance Document;
	(b)		any Financial Indebtedness not exceeding $20,000,000 arising under the credit facility dated 12 March 2004 between, among others, the Borrower and Natexis Banques Populaires as Agent (the “Existing Facility”);
	(c)		any Financial Indebtedness arising under the Senior Facilities;
	(d)		any Permitted Guarantee;
	(e)		any Financial Indebtedness permitted under Clause 21.27 (Treasury Transactions);
	(f)		any Financial Indebtedness arising under a Permitted Joint Venture up to a maximum aggregate amount of $50,000,000 (or its equivalent in another currency or currencies) at any one time outstanding;
	(g)		any Financial Indebtedness incurred by a member of the Group to which the Agent (on the instructions of the Majority Lenders) shall have given prior written consent;
	(h)		any Financial Indebtedness arising under or as a result of (i) a finance or capital lease the aggregate principal amount of which when aggregated with the Financial Indebtedness under each other finance or capital lease entered into by members of the Group does not at any one time exceed $25,000,000 (or its equivalent in another currency or currencies); (ii) the sale and leaseback of the Borrower’s Massy Principal headquarters in Massy, France; and (iii) the vessel charter of the Target being treated as a finance or capital lease under IFRS;
	(i)		the Existing Bonds;
	(j)		the Debt Refinancing Securities and any Demand Securities;
	(k)		any Financial Indebtedness listed in Schedule 17 (Existing Financial Indebtedness);
	(l)		any Financial Indebtedness (other than falling within (g) of the definition of Financial Indebtedness) incurred by any Obligor not falling within paragraphs (a) to (h) above, the aggregate outstanding principal amount of which does not at any one time exceed $50,000,000 (or its equivalent in another currency or currencies);
	(m)		any Permitted Refinancing Indebtedness;
	(n)		any Permitted Loan falling within (b) of the definition of Permitted Loan;

	(o)		any Financial Indebtedness not exceeding $85,000,000 arising under the credit facility dated 6 February 2004 between, among others, the Target and ▇▇▇▇▇ Fargo Bank, National Association as U.S. Agent (the “Existing Target Facility”);
	(p)		any Financial Indebtedness not exceeding $8,500,000 arising under the various unsecured credit lines of the Target that may be used exclusively for the issuance of letters of credit and bank guarantees in geographic areas not covered by the lending institutions in the Existing Target Facility;
	(q)		the existing Convertible Senior Notes due 2024 of the Target (the “Target Convertible Notes”); or
	(r)		any Financial Indebtedness not exceeding $25,000,000 arising in connection with the acquisition of the Alizé.

“Permitted Guarantee” means:

	(a)		any guarantee arising under the Finance Documents;
	(b)		any guarantee arising under the Senior Facilities, the Debt Refinancing Securities, the Demand Securities or the Permitted Refinancing Indebtedness;
	(c)		any guarantee issued by a member of the Group in the ordinary course of business, including for the avoidance of doubt, any guarantee given to ship-managers or ship-owners in relation to vessel charter contracts in the ordinary course of business;
	(d)		any guarantee issued by a member of the Group in respect of the Financial Indebtedness of another member of the Group;
	(e)		any guarantee or indemnity or liability to which the Agent (acting on the instructions of the Majority Lenders) has consented in writing; or
	(f)		all guarantees, indemnities and liabilities (other than those permitted pursuant to paragraphs (a) to (e) above) the aggregate amount of which is less than $10,000,000 (or its equivalent in another currency or currencies) at any one time outstanding.

“Permitted Joint Venture” means:

	(a)		any Joint Venture to which the Agent (acting on the instructions of the Majority Lenders) has given prior written consent; or
	(b)		any Joint Venture where:

(i)

no Default is continuing on the date of the acquisition of or investment in, or transfer or loan to, or guarantee, Security or Quasi Security for the obligations of, the Joint Venture or would occur as a result of the acquisition of or investment in, or transfer or loan to, or guarantee, Security or Quasi Security for the obligations of, a Joint Venture;

	(ii)		the Joint Venture carries on, or is, a business substantially the same as that carried on by the Group; and
	(iii)		the Joint Venture does not have any material contingent off-balance sheet, environmental, litigation or other liability except to the extent for which adequate reserves are being maintained in accordance with IFRS and/or in respect of which the relevant vendor (if any) has indemnified that member of the Group.

“Permitted Loan” means:

	(a)		any loan granted by a member of the Group in the ordinary course of business;
	(b)		any loan granted by a member of the Group to another member of the Group;
	(c)		any loan consented to which the Agent (acting on the instructions of the Majority Lenders) shall have given prior written consent;
	(d)		loans or advances to officers, directors and employees of the Borrower or any member of the Group made in the ordinary course of business and consistent with past practices of the Borrower and the Group in an aggregate amount not to exceed $5,000,000 outstanding at any one time; or
	(e)		all loans and credits (other than those permitted pursuant to paragraphs (a) to (d) above) the aggregate amount of which is less than $10,000,000 (or its equivalent in another currency or currencies) at any one time outstanding.

“Permitted Merger” means:

	(a)		the Merger;
	(b)		an acquisition or disposal by way of merger provided that the acquisition or disposal is a Permitted Acquisition or a Permitted Disposal, as the case may be;
	(c)		an amalgamation, demerger, merger, consolidation or corporate reconstruction on a solvent basis of a member of the Group where all of the business and assets of that member remain within the Group and if that member of the Group was an Obligor immediately prior to that amalgamation, demerger, merger, consolidation or corporate reconstruction, all of the business and assets of that member are retained by one or more other Obligors or a company which becomes an Obligor upon such merger,
			and:

	(A)		the surviving entity of that amalgamation, demerger, merger, consolidation or corporate reconstruction is liable for the obligations of the member of the Group it has merged with; and
	(B)		the surviving entity of that amalgamation, demerger, merger, consolidation or corporate reconstruction is incorporated in the same jurisdiction as that member of the Group;

	(d)		a divestiture or other corporate reconstruction of a member of the Group to the extent (i) required by a Governmental Authority or (ii) pursuant to a synergies implementation plan, in each case in connection with the Merger; or
	(e)		an amalgamation, demerger, merger, consolidation or corporate reconstruction on a solvent basis of any members of the Group that are not Obligors.

“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided that:

	(a)		the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus any unpaid accrued interest and premium thereon and any underwriting discounts, fees, commissions and expenses incurred in connection with such Refinancing);
	(b)		each of the stated maturity and the average life to maturity of such Permitted Refinancing Indebtedness is greater than or equal to that of the Indebtedness being Refinanced;
	(c)		if the Indebtedness being Refinanced is subordinated in right of payment to the obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being Refinanced;
	(d)		no Permitted Refinancing Indebtedness shall have different obligors, or greater guarantees or security, than the Indebtedness being Refinanced; and
	(e)		if the Indebtedness being Refinanced is secured by any collateral (whether equally and ratably with, or junior to, the Secured Parties or otherwise), such Permitted Refinancing Indebtedness may be secured by such collateral on terms no less favorable to the Secured Parties than those contained in the documentation governing the Indebtedness being Refinanced.

“Permitted Security” means:

	(a)		any Security granted pursuant to the terms of the Existing Facility or the Existing Target Facility prior to the date hereof;
	(b)		any Security granted pursuant to the terms of the Senior Facilities, the Debt Refinancing Securities or the Demand Securities;
	(c)		any Security listed in Schedule 9 (Existing Security) except to the extent the principal amount secured by that Security exceeds the amount as stated in that Schedule (or, if higher, the maximum amount of the relevant facility as stated in that Schedule);

	(d)		any netting or set-off arrangement entered into by (i) any member of the Group in the ordinary course of its cash management arrangements for the purpose of netting debit and credit balances or (ii) in connection with a derivative transaction constituting Permitted Financial Indebtedness;
	(e)		any lien arising by operation of law and in the ordinary course of business;
	(f)		any sale of receivables on recourse terms or any Security constituted by any title transfer or retention of title or conditional sale arrangements, in each case which are entered into by any member of the Group in the normal course of its business up to a maximum aggregate amount of $25,000,000;
	(g)		any Security or Quasi-Security over or affecting any asset acquired by a member of the Group after the date of this Agreement if:

	(i)		the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group;
	(ii)		the principal amount (or, if higher, the maximum principal amount of the relevant facility) secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the Group; and
	(iii)		the Security is removed or discharged within six months of the date of acquisition of such asset if not otherwise permitted under this Agreement; provided that this clause (iii) shall not apply to (i) any Security existing on the Closing Date on any asset of the Target Group or (ii) any Security on the Alizé;

(h)

any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security is created prior to the date on which that company becomes a member of the Group, if:

	(i)		the Security or Quasi-Security was not created in contemplation of the acquisition of that company;
	(ii)		the principal amount (or, if higher, the maximum principal amount of the relevant facility) secured has not increased in contemplation of or since the acquisition of that company; and
	(iii)		the Security is removed or discharged within six months of the date of acquisition of such asset if not otherwise permitted under this Agreement; provided that this clause (iii) shall not apply to (i) any Security existing on the Closing Date on any asset of the Target Group or (ii) any Security on the Alizé;

	(i)		any Security or Quasi-Security entered into pursuant to any Finance Document;
	(j)		any Security created in respect of any tax assessment or governmental charge or claim provided that (i) the aggregate amount secured by such Security is less than $5,000,000 (or its equivalent in another currency or currencies),

			(ii) that such assessment, charge or claim has not yet become due or is being contested in good faith, (iii) adequate reserves are being maintained for such assessment, charge or claim, (iv) payment in respect of such assessment, charge or claim has not yet become due or can be lawfully withheld and (v) any such assessment, charge or claim which relates to an amount in excess of $2,500,000 (or its equivalent in another currency or currencies) has been notified to the Agent;
	(k)		any Security to which the Agent (acting on the instructions of the Majority Lenders) shall have given prior written consent;
	(l)		any Security securing Financial Indebtedness arising or permitted under paragraph (h) of the definition of Permitted Financial Indebtedness;
	(m)		any Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by any member of the Group other than any permitted under paragraphs (a) to (l) above or (n) to (y) below) does not exceed $25,000,000 (or its equivalent in another currency or currencies) at any one time outstanding, of which not more than $5,000,000 (or its equivalent in another currency or currencies) may be senior to or pari passu with the Transaction Security;
	(n)		deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of statutory obligations, bids, leases, government contracts, trade contracts, and other similar obligations (exclusive of obligations for the payment of borrowed money), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Transaction Security on account thereof;
	(o)		any attachment or judgment Security not constituting an Event of Default under Clause 22.15 (Litigation) and being contested in good faith or discharged within 60 days;
	(p)		licenses (with respect to Intellectual Property and other property), leases or subleases granted to third parties in accordance with any applicable terms of the Finance Documents and not interfering in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries or resulting in a material diminution in the value of any Transaction Security as security for the obligations under the Finance Documents;
	(q)		easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries or result in a material diminution in the value of any Transaction Security as security for the obligations under the Finance Documents;
	(r)		any (i) interest or title of a lessor or sublessor under any lease not prohibited by this Agreement, (ii) Security or restriction that the interest or title of such

			lessor or sublessor may be subject to, or (iii) subordination of the interest of the lessee or sublessee under such lease to any Security or restriction referred to in the preceding clause (ii), so long as the holder of such Security or restriction agrees to recognize the rights of such lessee or sublessee under such lease;
	(s)		Security arising from filing UCC financing statements relating solely to leases not prohibited by this Agreement;
	(t)		Security over rental deposits in respect of any property leased or licensed by a member of the Group in the ordinary course of business;
	(u)		any zoning or similar law or right reserved to or vested in any Government Authority to control or regulate the use of any real property;
	(v)		Security securing obligations (other than obligations representing Financial Indebtedness for borrowed money) under operating, reciprocal easement or similar agreements entered into in the ordinary course of business of the Borrower and its Subsidiaries;
	(w)		Security or Quasi-Security on assets acquired in a Permitted Acquisition to secure any Permitted Financial Indebtedness used to finance such Permitted Acquisition;
	(x)		Security over shares in a Permitted Joint Venture to secure obligations to the other Joint Venture partners; or
	(y)		Security over bank accounts granted pursuant to such bank’s standard terms and conditions.

“Permitted Share Issue” means:

	(a)		the issue of shares in connection with the Merger pursuant to the terms of the Merger Agreement;
	(b)		the issue of shares pursuant to any warrants, rights, options, convertible debt securities or any other convertible securities (including pursuant to any anti-dilution provisions contained in the agreements governing such securities) issued by the Borrower or the Target and outstanding on the Closing Date;
	(c)		the issue by the Borrower of any shares pursuant to any share option scheme or issue of free shares to senior management of the Group;
	(d)		distributions in the form of common equity or perpetual preferred shares by any member of the Group (other than the Borrower) to its shareholders or equityholders on a pro rata basis;
	(e)		the issue (i) of shares or other equity interests by an Obligor to an Obligor; (ii) of shares or other equity interests by a non-Obligor to a non-Obligor; (iii) of shares or other equity interests by a wholly-owned non-Obligor, in connection with the CGG Services project, to an Obligor in exchange for consideration consisting solely of non-Cash and non-Cash Equivalent Investments; and (iv)

			of common equity or perpetual preferred shares issued in connection with a Permitted Acquisition under clauses (c) or (d) of the definition thereof; or
	(f)		the issue by the Borrower of its own common equity or perpetual preferred shares.

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

“Qualifying Acquisition” means an acquisition of any business or all of the issued share capital of a limited liability company or corporation (or, as applicable in a jurisdiction outside the United States, an organization having an equivalent status in such jurisdiction) if:

	(a)		the total aggregate net expenditures in all such acquisitions for members of the Group is less than $100,000,000 (or its equivalent in another currency or currencies);
	(b)		if the relevant company, business, undertaking, person, partnership or similar arrangement had been consolidated, on a pro forma basis, in the most recent set of consolidated financial statements delivered by the Borrower in accordance with Clause 19.1 (Financial statements), all requirements of Clause 22.2 (Financial covenants and other obligations) would have been satisfied on the date that such requirements were tested by reference to such consolidated financial statements in accordance with Clause 20.3 (Financial testing); and
	(c)		the relevant company, business, undertaking, person, partnership or similar arrangement carries on, or is, a business substantially the same as that carried on by the Group.

“Qualifying Lender” has the meaning given to it in Clause 12.1 (Tax definitions).

“Quarter Date” means the last day of a Financial Quarter.

“Quasi-Security” has the meaning given to that term in Clause 21.13 (Negative pledge).

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days); provided that the “Quotation Day” for the initial Interest Period for the Loan (as referenced in Clause 9.1(d)) shall be one Business Day before the first day of such Interest Period.

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

“Reference Banks” means BNP Paribas and Credit Suisse or such other banks as may be appointed by the Agent in consultation with the Borrower.

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Relevant Interbank Market” means the London interbank market.

“Relevant Jurisdiction” means, in relation to an Obligor or, solely for the purposes of Clause 24.2(a), any Subsidiary:

	(a)		its jurisdiction of incorporation;
	(b)		any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;
	(c)		any jurisdiction where it conducts its business; and
	(d)		the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

“Relevant Period” has the meaning given to that term in Clause 20 (Financial Condition).

“Repeating Representations” means each of the representations set out in Clause 18.2 (Status) to Clauses 18.7 (Governing law and enforcement), Clause 18.11 (No default), Clause 18.13 (Original Financial Statements), Clause 18.19 (Ranking) to Clause 18.21 (Legal and beneficial ownership) and Clause 18.25 (Centre of main interests and establishments).

“Resignation Letter” means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

“Screen Rate” means the British Bankers’ Association International Settlement Rate for dollars for the relevant period the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period, displayed on the appropriate page of the Telerate screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders.

“Secured Parties” means each Finance Party from time to time party to this Agreement.

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

“Security” means a mortgage, charge, pledge, lien, assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Documents” means the Share Pledge Agreements, the Collateral Agreement (if any) and the Intercreditor Agreement (if any), together with any other document entered into by any Obligor creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under any of the Finance Documents, including the Senior Facilities Security Documents.

“Selection Notice” means a notice substantially in the form set out in Part II of Schedule 3 (Requests) given in accordance with Clause 9 (Interest Periods).

“Senior Facilities” means the facilities made available pursuant to the Senior Facilities Agreement.

“Senior Facilities Agreement” means (i) the agreement for the provision of certain senior facilities to be entered into among, among others, the Borrower, Mergeco and Credit Suisse International and each other mandated lead arranger named therein, the agent named therein, the security trustee named therein, and the lenders named therein, as amended, modified, supplemented, refinanced or replaced from time to time, and (ii) to the extent such a facility is not provided for in the agreement referred to in clause (i) above, an agreement for the provision of a senior secured revolving credit facility in an amount not to exceed $200,000,000 (or its equivalent in another currency or currencies), to be entered into among, among others, the Borrower and/or another French Obligor, each mandated lead arranger named therein, the agent named therein, the security trustee named therein, and the lenders named therein, which will include certain of the Original Lenders, as amended, modified, supplemented, refinanced or replaced from time to time.

“Senior Facilities Security Documents” means all security documents entered into by any Obligor creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors in connection with the Senior Facilities Agreement.

“Shares” means all the issued shares in the capital of (i) Newco 1, (ii) Newco 2, (iii) Mergeco and (iv) all first-tier material subsidiaries of the Target; provided, however, that, to the extent that the pledge of any greater percentage would result in a material adverse tax consequences to the Borrower, no more than 66% of the voting equity interests of the first-tier non-US subsidiaries of the Target will be constitute “Shares”.

“Share Pledge Agreements” means the Target Share Pledge Agreement and certain other share pledge agreements, each dated the Closing Date between the applicable pledgor and the Security Agent in respect of the applicable Shares, to be in a form substantially similar to the Target Share Pledge Agreement (with such modifications as may be necessary in respect of the applicable pledgor, including, without limitation, as a result of financial assistance laws applicable to such pledgor or similar such laws regarding limitations on Security applicable to such pledgor).

“Specified Time” means a time determined in accordance with Schedule 15 (Specified Time).

“Standard & Poor’s” means Standard & Poor’s Rating Services, a division of the ▇▇▇▇▇▇-▇▇▇▇ Companies Inc.

“Subsidiary” means, in relation to any Person (the “parent”), (a) another company which is controlled by it within the meaning of article L.233-3 of the French Code de Commerce, (b) another company which is fully consolidated in its consolidated financial statements in accordance with article L.233-16 of the French Code de Commerce or (c) any corporation, partnership, trust, limited liability company, association, Joint Venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the members of the board of directors (or similar governing body) is at the time owned or controlled, directly or indirectly, by the parent or one or more of the other Subsidiaries of the parent or a combination thereof.

“Syndication Date” means the day on which the Arranger confirms that the primary syndication of the Facility has been completed, in any event no later than the date falling six (6) months after the Closing Date.

“Target” means Veritas DGC, Inc., a Delaware corporation.

“Target Group” means the Target and its Subsidiaries.

“Target Required Cash Amount” means the aggregate amount of cash that Mergeco will have to pay to the holders of the Target Convertible Notes outstanding on the Closing Date upon conversion of all such Target Convertible Notes pursuant to the terms of the Supplemental Indenture governing such Target Convertible Notes, less $320,000,000; provided that such amount shall not exceed $165,000,000.

“Target Share Pledge Agreement” means the share pledge agreement, dated the Closing Date between the Borrower and the Security Agent in respect of the shares of Mergeco, substantially in the form of Schedule 11 (Form of Target Share Pledge Agreement).

“Target Share Repurchase Amount” means the aggregate amount of common equity or perpetual preferred shares (or the corresponding amount of the Borrower’s American Depositary Shares) that the Borrower will have to issue to the holders of the Target Convertible Notes outstanding on the Closing Date upon conversion of all such Target Convertible Notes pursuant to the terms of the Supplemental Indenture governing such Target Convertible Notes, less 1,000,000 (or the corresponding amount of the Borrower’s American Depositary Shares); provided that such amount shall not exceed 2,000,000 shares (or the corresponding amount of the Borrower’s American Depositary Shares).

“Term-out Advance” means a term loan made or to be made under Clause 2.4 (Extension of Facility).

“Total Commitments” means the aggregate of the Commitments, being US$1,600,000,000, subject to reduction pursuant to Clause 2.1.

“Total Interest Costs” has the meaning assigned to that term in Section 20.1 (Financial definitions).

“Transaction Documents” means the Merger Documents and the Finance Documents.

“Transaction Security” means the Security granted in favor of the Finance Parties by any Obligor pursuant to each Security Document.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.

“Transfer Date” means, in relation to a transfer, the later of:

	(a)		the proposed Transfer Date specified in the Transfer Certificate; and
	(b)		the date on which the Agent executes the Transfer Certificate.

“Treasury Transaction” means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“US” means the United States of America.

“US GAAP” means generally accepted accounting principles in the US.

“US Obligor” means an Obligor that is a US Person.

“US Person” means a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code and includes the sole owner of any entity that is disregarded as being an entity separate from such owner for US federal income tax purposes.

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

“Utilization Date” means the date on which the Loan is made.

“Utilization Request” means a notice substantially in the form set out in Part I of Schedule 3 (Requests).

1.2

Construction

(a)

Unless a contrary indication appears, any reference in this Agreement to:

(i)

the “Agent”, the “Security Agent”, the “Arranger”, any “Finance Party”, any “Lender”, any “Obligor” or any “Party” shall be

			construed so as to include its successors in title, permitted assigns and permitted transferees;
	(ii)		“assets” includes present and future properties, revenues and rights of every description;
	(iii)		“corporate reconstruction” includes in relation to any company any contribution of part of its business in consideration of shares (apport partiel d’actifs) and any demerger (scission) implemented in accordance with articles L.236-1 to L.236-24 of the French Code de Commerce; any merger and any transmission universelle de patrimonie;
	(iv)		a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, modified, supplemented, replaced or novated;
	(v)		a “guarantee” includes any “cautionnement”, “aval” and any “garantie” which is independent from the debt to which it relates;
	(vi)		“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
	(vii)		“merger” includes any fusion implemented in accordance with articles L.236-1 to L.236-24 of the French Code de Commerce or any merger implemented in accordance with the Delaware General Corporation Law;
	(viii)		a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;
	(ix)		a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but if not having the force of law, compliance with which is customary for the persons to whom it is addressed) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organization; and
	(x)		a “security interest” includes any type of security (sûreté réelle) and transfer by way of security;

	(b)		Section, Clause and Schedule headings are for ease of reference only.
	(c)		Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d)

A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been waived or remedied.

1.3		Intercreditor Agreement
		This Agreement shall be read and construed in accordance with the terms of the Intercreditor Agreement (if any). In the case of any inconsistency between the terms of this Agreement and the Intercreditor Agreement, the terms of the Intercreditor Agreement shall prevail.

SECTION 2

2.		THE FACILITY
2.1		The Facility
		Subject to the terms of this Agreement, the Lenders make available to the Borrower a US Dollar term loan facility in an aggregate amount of US$1,600,000,000, subject to reduction by the sum of (x) the amount of any term loans to be drawn under the Senior Facilities on the Closing Date, less the Target Required Cash Amount (if greater than zero), and (y) the net cash proceeds from the issuance (if any) of any Debt Refinancing Securities on or prior to the Closing Date, with the option to extend the outstanding Loan under the Facility by a Term-out Advance for a further six months.
2.2		Request for Extension

	(a)		The Borrower may request that the outstanding Loan under the Facility owed by it on the Initial Maturity Date be extended for a further six months in a single Term-out Advance with effect from the Initial Maturity Date.
	(b)		Such request (the “Extension Request”) shall be made by notice in writing not less than one month before the Initial Maturity Date.
	(c)		Once issued such notice shall be unconditional and irrevocable.
	(d)		Only one Extension Request may be made.

2.3		Notification to Lenders
		Promptly after receiving it, the Agent shall forward a copy of any Extension Request to each Lender.
2.4		Extension of Facility

(a)

If:

	(i)		the Borrower has delivered a valid Extension Request to the Agent under Clause 2.2 (Request for Extension);
	(ii)		the Repeating Representations are correct in all material respects;
	(iii)		no Default or Event of Default is outstanding; and
	(iv)		the Borrower has paid to the Agent any fee required by the Lenders,
			the outstanding Loan on the Initial Maturity Date shall, at the sole option of the Majority Lenders, be converted and consolidated into, and treated as, a single Term-out Advance drawn by the Borrower and the Maturity Date in respect of the Facility shall be extended to the Extended Maturity Date,

without such extension in any way being deemed a waiver of any Default or Event of Default existing on the Initial Maturity Date.

(b)

The first Interest Period for such Term-out Advance shall commence on the Initial Maturity Date and its duration shall be determined in accordance with Clause 9.1 (Selection of Interest Periods).

2.5

Finance Parties’ rights and obligations

	(a)		The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
	(b)		The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.
	(c)		A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3.		PURPOSE
3.1		Purpose
		The Borrower shall use all amounts borrowed by it under the Facility, together with the proceeds of any term loans under the Senior Facilities (other than any such proceeds used to fund the Target Required Cash Amount) and any Debt Refinancing Securities (if any) issued on or prior to the Closing Date, to fund (a) the cash component of the consideration payable pursuant to the Merger, (b) the redemption of certain of the Target’s debt, (c) the payment of Merger Costs and (d) the repurchase of the Borrower’s common equity or perpetual preferred shares (including, without limitation, the Borrower’s American Depositary Shares) pursuant to Clause 21.18(b)(vii).
3.2		Monitoring
		No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.
3.3		No unlawful purpose
		No part of the Facility may be used for any purpose which would result in the provision of unlawful financial assistance.

4.		CONDITIONS OF UTILIZATION
4.1		Initial conditions precedent

	(a)		The Borrower may not deliver a Utilization Request unless the Agent has received all of the documents and other evidence listed in paragraphs 1 to 3 inclusive of Part I of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.
	(b)		No Loan may occur unless the Agent has given the notification contemplated by Clause 4.1(a) above.

4.2		Further conditions precedent
		The Lenders will only be obliged to comply with Clause 5.2 (Lenders’ participation) if, on the date of this Agreement, the representations made by each Obligor pursuant to Clause 18 were true in all material respects and, on the date of the Utilization Request and on the proposed Utilization Date:

	(a)		no Default is continuing or would result from the proposed Loan; and
	(b)		the Repeating Representations to be made by each Obligor are true in all material respects.

SECTION 3

5.		UTILIZATION
5.1		Loan

	(a)		Subject to the other terms of this Agreement, the Facility shall be drawn down in one Loan in an aggregate amount not to exceed $1,600,000,000, less the sum of (x) the amount of any term loans to be drawn under the Senior Facilities on the Closing Date, less the Target Required Cash Amount (if greater than zero), and (y) the net cash proceeds from the issuance (if any) of any Debt Refinancing Securities on or prior to the Closing Date, during the Availability Period when requested by the Borrower by means of delivery to the Agent of a duly completed Utilization Request (signed by an authorized signatory on behalf of the Borrower) not later than 11:00 a.m., London time on the second Business Day before the Closing Date (or such other time and/or date agreed by the Agent).
	(b)		The Utilization Request shall be irrevocable and the Borrower shall be obliged to borrow in accordance with its terms.
	(c)		At 5:00 p.m., London time on the last day of the Availability Period, the Facility shall cease to be available for utilization and shall be cancelled and the Total Commitments shall be reduced accordingly to zero.

5.2

Lenders’ participation

	(a)		If the conditions set out in this Agreement have been met, each Lender shall make its participation in the Loan available by no later than 12:00 noon, London time on the Utilization Date through its Facility Office.
	(b)		The amount of each Lender’s participation in the Loan will be equal to the proportion borne by its Commitment to the Total Commitments immediately prior to making the Loan.
	(c)		The Agent shall notify each Lender of the amount of the Loan and the amount of its participation in the Loan by the Specified Time.

SECTION 4

6.		REPAYMENT
6.1		Repayment of the Loan
		The Borrower shall repay the Loan in full by no later than the Maturity Date.
6.2		Reborrowing
		The Borrower may not reborrow any part of the Facility which is repaid.
7.		PREPAYMENT AND CANCELLATION
7.1		Definitions
		For the purposes of this Clause 7:
		“Debt Offer” means an offering to the public or any third party of (i) Debt Refinancing Securities made pursuant to the provisions of Clause 21.30 (Refinancing Securities) and the Engagement Letter and (ii) Demand Securities made pursuant to the provisions of the relevant Fee Letter;
		“Net Debt Proceeds” means the net cash proceeds from any Debt Offer and from any term loans drawn under the Senior Facilities after the Closing Date (excluding term loans the proceeds of which are used to fund the Target Required Cash Amount and any other term loan drawn after the date of the initial drawing of term loans under the Senior Facilities), where “net cash proceeds” means all cash proceeds received in a Debt Offer or pursuant to a drawing of term loans under the Senior Facilities after the Closing Date less all legal fees, accountants’ fees, consultant and other costs and expenses reasonably incurred in connection with such Debt Offer or such drawing;
		“Net Disposal Proceeds” means the cash proceeds (including any amount received in repayment of intercompany debt) of all disposals (other than a disposal listed in paragraphs (a) through (l) and (p) of the definition of Permitted Disposal) of assets of any member of the Group in excess of €2,500,000 individually and €25,000,000 in the aggregate after deducting:

	(a)		legal fees, accountant’s fees, consultant and other customary fees and other costs and expenses reasonably incurred in connection with such disposal;
	(b)		VAT paid or payable by the seller due to such disposal;
	(c)		any other tax incurred and required to be paid by the seller in connection with such disposal (as reasonably determined by the seller, acting in good faith, on the basis of existing rates and taking account of any available credit, deduction or allowance);
	(d)		amounts required to be applied to the repayment of (i) the Senior Facilities pursuant to the terms of the Senior Facilities Agreement or (ii) any financial

			indebtedness secured by a lien on the asset disposed of and not otherwise prohibited by this Agreement;
	(e)		cash reserved or escrowed for sale indemnities except to the extent released and not paid to the purchaser; and
	(f)		amounts invested, in any one or more businesses, assets or capital expenditures, in each case used or useful in a business, the majority of whose revenues are derived from the activities of the Borrower and its Subsidiaries as of the Utilization Date; provided that such investment is made (i) within 6 months of such disposal or (ii) pursuant to an agreement entered into within 6 months of such disposal and such amounts are actually invested within 12 months of such disposal.

“Net Insurance Proceeds” means the cash proceeds of any insurance claim (other than in relation to third party liabilities that are actually applied to meet such liabilities or in relation to consequential loss policies that are actually applied to cover operating losses or business interruption) received by any member of the Group (after deducting legal fees, accountants’ fees, consultant and other customary fees and other costs and expenses reasonably and actually incurred by any member of the Group in relation to such claim) other than (a) any proceeds which are applied to the replacement, reinstatement and/or repair of the assets in respect of which the relevant insurance claim was made as soon as reasonably practicable and, in any event, within twelve months of receipt of such proceeds (or such longer period as agreed by the Agent acting reasonably) and (b) any proceeds required to be applied to the repayment of the Senior Facilities pursuant to the terms of the Senior Facilities Agreement or to be paid over to a holder of security over the asset that is the subject of the claim.

“Net Proceeds” means the Net Disposal Proceeds, Net Insurance Proceeds or Net Debt Proceeds.

7.2		Illegality
		If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the Loan:

	(a)		that Lender shall promptly notify the Agent upon becoming aware of that event;
	(b)		unless the Borrower has elected to replace such Lender pursuant to Clause 7.10, the Commitment of such Lender will be immediately cancelled on the sixteenth Business Day after the Agent has notified the Borrower; and
	(c)		unless the Borrower has elected to replace such Lender pursuant to Clause 7.10, the Borrower shall, subject to the Intercreditor Agreement, repay such Lender’s participation in the Loan made to the Borrower on the last day of the Interest Period occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

7.3

Change of control

(a)

Upon the occurrence of a Change of Control:

	(i)		the Borrower shall promptly notify the Agent upon becoming aware of the Change of Control; and
	(ii)		if a Lender so requires and notifies the Agent within seven days of the Borrower notifying the Agent of the Change of Control, the Agent shall, by not less than 30 days notice to the Borrower, cancel the Commitment of that Lender and declare the participation of that Lender in the outstanding Loan, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding amounts will become immediately due and payable.

(b)

For the purpose of paragraph (a) above “Change of Control” shall be deemed to have occurred upon the occurrence of any of the following:

	(i)		the sale, lease, transfer, conveyance or other disposition (other than by merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Borrower and its Subsidiaries, taken as a whole;
	(ii)		the adoption, by shareholders of the Borrower, of a voluntary plan relating to the liquidation or dissolution of the Borrower;
	(iii)		the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person, or persons acting in concert, becomes the beneficial owner, directly or indirectly through one or more intermediaries, of more than 50% of the voting power of the outstanding voting shares of the Borrower;
	(iv)		the first day on which more than a majority of the members of the board of directors of the Borrower are not Continuing Directors; or
	(v)		any of Newco 1, Newco 2 or Mergeco cease to be a wholly-owned subsidiary of the Borrower.

(c)

For the purpose of paragraph (a) above “acting in concert” has the meaning given in article L.233-10 of the French Code de Commerce.

7.4		Mandatory prepayment of proceeds
		Within 20 Business Days of the receipt by any member of the Group of Net Proceeds, subject to the terms of the Intercreditor Agreement, the Borrower shall apply the full amount of such Net Proceeds received in prepayment of the Loan, subject to Clause 7.9(g) (Restrictions).

7.5		[Intentionally Omitted]
7.6		Voluntary cancellation
		Prior to the Utilization Date, the Borrower may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of US$10,000,000) of the Facility. Any cancellation under this Clause 7.6 shall reduce the Commitments of the Lenders ratably.
7.7		Voluntary prepayment of the Loan
		The Borrower may, subject to the terms of the Intercreditor Agreement and the terms of the Senior Facilities Agreement, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of US$10,000,000).
7.8		[Intentionally Omitted]
7.9		Restrictions

	(a)		Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.
	(b)		Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.
	(c)		The Borrower may not reborrow any part of the Facility which is prepaid.
	(d)		The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.
	(e)		No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.
	(f)		If the Agent receives a notice under this Clause 7, it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate.
	(g)		Clause 7.4 (Mandatory prepayment of proceeds) shall not apply to the extent that it would be unlawful to do so, provided that the Borrower has (and it shall ensure that the relevant member(s) of the Group have) used all reasonable efforts to:

(i)

avoid such unlawfulness and, if and to the extent it is not unlawful to do so, to pay such Net Proceeds into an account which is subject to

			security, in form and substance satisfactory to the Security Agent (acting reasonably), in favor of the Lenders to secure all of the obligations of the Obligors under the Finance Documents; and
	(ii)		facilitate cash movement within the Group (taking into account the need for cash resources of relevant members of the Group) to enable an amount equal to the prepayment to be made,

until the relevant unlawfulness no longer applies.

7.10

Replacement of a Lender

(a)

In this Clause 7.10 and in Clause 7.11 (Conditions to replacement of a Lender):

(i)

“Non-Consenting Lender” means any Lender which does not agree to a consent, waiver or amendment if:

	(A)		the Borrower or the Agent has requested a consent under, or waiver or amendment of any provision of, any Finance Document;
	(B)		that consent, waiver or amendment requires the agreement of all the Lenders; and
	(C)		the Majority Lenders have agreed to that consent, waiver or amendment,

(ii)

“Non-Funding Lender” means:

	(A)		any Lender which has failed to make or participate in the Loan as required by this Agreement; or
	(B)		any Lender which has given notice to the Borrower or the Agent that it does not intend to make or participate in the Loan as required by this Agreement or has repudiated its obligation to do so.

(b)

If:

	(i)		any Lender becomes a Non-Consenting Lender;
	(ii)		any Lender becomes a Non-Funding Lender,
	(iii)		any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up);
	(iv)		any Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs);
	(v)		any Lender notifies the Agent of any amount which becomes payable under paragraph 3 or 4 of Schedule 4 (Mandatory Cost Formula); or

(vi)

it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the Loan,

the Borrower or the Majority Lenders may, if it gives or, as the case may be, they give, the Agent and such Lender not less than 15 Business Days’ prior notice, arrange for the transfer of the whole (but not part only) of such Lender’s Commitment and participations in the Loan at par plus interest accrued to the date of such transfer plus all fees and other amounts accrued for the account of such Lender (including any amounts under Sections 10.4 and 14.2) to a new or existing Lender willing to accept that transfer.

7.11		Conditions to replacement of a Lender
		The replacement of a Lender pursuant to this Clause 7.11 or Clause 7.10 (Replacement of a Lender) shall be subject to the following conditions:

	(a)		no Finance Party shall have any obligation to find a replacement Lender;
	(b)		any replacement of a Non-Consenting Lender must take place no later than 60 days after the earlier of (A) the date of the Non-Consenting Lender notified the Agent of its refusal to agree to the relevant consent waiver or amendment and (B) the deadline (being not less than 15 Business Days after the Lender received the request for the relevant consent, waiver or amendment) by which the Non-Consenting Lender failed to reply to that request;
	(c)		any replacement of a Non-Funding Lender must take place no later than 60 days of it failing to make or participate in the Loan or giving notice under paragraph (a)(ii)(B) of Clause 7.10 (Replacement of a Lender);
	(d)		any Lender replaced pursuant to this Clause 7.11 or Clause 7.10 (Replacement of a Lender) shall not be required to refund, or to pay to surrender to any other Lender, any of the fees or other amounts received by that Lender under any Finance Document; and
	(e)		any replacement pursuant to this Clause 7.11 or Clause 7.10 (Replacement of a Lender) of a Lender which is the Agent shall not affect its role as the Agent.

SECTION 5

8.		INTEREST
8.1		Calculation of interest
		The rate of interest on the Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

	(a)		Margin (as defined in Clause 8.3) (Margin ratchet);
	(b)		US$ LIBOR; and
	(c)		Mandatory Cost, (if any).

for the first nine months following the funding of the Loan, plus 1.00% per annum during the first three month period thereafter and plus 2.00% per annum during the remaining period thereafter to the Maturity Date.

8.2		Payment of interest
		The Borrower shall pay accrued interest on the Loan on the last day of each Interest Period (and, if the Interest Period is longer than six months, on the dates falling at six monthly intervals after the first day of the Interest Period).
8.3		Margin ratchet

	(a)		The “Margin” will be based upon the ratings of the Facility or, if the Facility is not rated, upon the rating of the Existing Bonds and will be calculated in accordance with Clauses 8.3(b) and (c) (Margin ratchet).
	(b)		The Margin will, on each date on which a credit rating is assigned to the Facility or the Existing Bonds by either ▇▇▇▇▇’▇ or Standard & Poor’s after the date of this Agreement, be equal to the percentage rate specified in the table below and set opposite the relevant credit rating assigned to the Facility or the Existing Bonds at that time.

Rating
Standard & Poor’s		▇▇▇▇▇’▇		Margin
				(%. per annum)
BB- or higher		Ba3 or higher			3.75
B+		B1			4.50
B		B2			5.00
B- or lower		B3 or lower			5.50

	(c)		If at any time there is a difference in the long term credit rating assigned to the Facility or the Existing Bonds, as applicable, by each of ▇▇▇▇▇’▇ and Standard & Poor’s, the Margin will be the average of the corresponding Margins. If there is only one long term credit rating assigned to the Facility or the Existing Bonds, the Margin shall be determined on the basis of that rating.
	(d)		If at any time neither ▇▇▇▇▇’▇ nor Standard & Poor’s assigns a credit rating to neither the Facility nor the Existing Bonds, the Margin will, in the absence of agreement to the contrary pursuant to paragraph (h) below, be 5.50% per annum.
	(e)		Any adjustment to the Margin (whether upwards or downwards) in accordance with paragraphs (b), (c) or (d) above will apply for the Loan with effect from:

	(i)		the date of announcement of any change to the relevant assigned credit rating (in the case of a rating downgrade);
	(ii)		the date of published confirmation of any change to the relevant assigned credit rating (in the case of a rating upgrade); and/or
	(iii)		the date on which a credit rating ceases to be assigned to the Facility or the Existing Bonds, as the case may be, by either ▇▇▇▇▇’▇ or Standard & Poor’s.

	(f)		Promptly upon the directors of the Borrower becoming aware of the same, the Borrower shall inform the Agent in writing if any change in the credit rating assigned by either ▇▇▇▇▇’▇ or Standard & Poor’s to the Facility or the Existing Bonds are published, confirmed or announced or if a credit rating ceases to be assigned to the Facility or the Existing Bonds by either ▇▇▇▇▇’▇ or Standard & Poor’s.
	(g)		The Borrower will use its commercially reasonable efforts to ensure that both ▇▇▇▇▇’▇ and Standard & Poor’s assign a credit rating to the the Facility or the Existing Bonds.
	(h)		If, except as a result of a neglect or breach of this Agreement by the Borrower, neither ▇▇▇▇▇’▇ nor Standard & Poor’s assigns a rating to the Facility or the Existing Bonds and the Borrower so requests, the Borrower and the Agent shall enter into negotiations for a period of not more than 30 days regarding an alternative basis for determining the Margin.
	(i)		Any alternative basis agreed will, with the prior consent of all the Lenders and the Borrower, be binding on all the Parties.

8.4

Default interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is one percent higher than the rate

			which would have been payable if the overdue amount had, during the period of non-payment, constituted the Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 8.4 shall be immediately payable by the Obligor on demand by the Agent.
	(b)		If any overdue amount consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan:

	(i)		the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan; and
	(ii)		the rate of interest applying to the overdue amount during that first Interest Period shall be one percent higher than the rate which would have applied if the overdue amount had not become due.

(c)

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable only if, within the meaning of Article 1154 of the French Code civil, such interest is due for a period of at least one year.

8.5		Notification of rates of interest
		The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.
8.6		Effective global rate (Taux Effectif Global)
		For the purposes of Articles L313-1 et seq, R 313-1 and R313-2 of the Code de la Consommation, the Parties acknowledge that by virtue of certain characteristics of the Facility (and in particular the variable interest rate applicable to the Loan and the Borrower’s right to select the duration of the Interest Period of the Loan) the taux effectif global cannot be calculated at the date of this Agreement. However, the Borrower acknowledges that it has received from the Agent a letter substantially in the form of Schedule 13 (Form of TEG letter) containing an indicative calculation of the taux effectif global, based on figured examples calculated on assumptions as to the taux de période and durée de période set out in the letter. The Parties acknowledge that that letter forms part of this Agreement.
8.7		Interest Act (Canada)
		For the purpose of calculating amounts of interest payable by any Guarantor incorporated in Canada or any province thereof, each interest rate which is calculated under this Agreement on any basis other than the actual number of days in a calendar year (the “deemed interest period”) is, for the purposes of the Interest Act (Canada), equivalent to a yearly rate calculated by dividing such interest rate by the number of days in the deemed interest period, then multiplying such result by the actual number of days in the calendar year (365 or 366).

8.8		Nominal Rate of Interest/Deemed Re-investment Principle
		The Parties acknowledge and agree that all calculations of interest under this Agreement are to be made on the basis of the nominal interest rates described in this Agreement and not on the basis of effective yearly rates or on any other basis which gives effect to the principle of deemed reinvestment of interest. The Parties acknowledge that there may be a material difference between the stated nominal interest rates and the effective yearly rates of interest and that they are capable of making the calculations required to determine such effective yearly rates of interest.
9.		INTEREST PERIODS
9.1		Selection of Interest Periods

	(a)		The Borrower may select an Interest Period for the Loan in the Utilization Request for the Loan or in a Selection Notice. During the 60-day period following the Closing Date, the Borrower will use commercially reasonable efforts to select the duration for the Interest Period in consultation with the Agent in order to facilitate syndication of the Loan.
	(b)		Each Selection Notice for the Loan is irrevocable and must be delivered to the Agent by the Borrower.
	(c)		If the Borrower fails to deliver a Selection Notice to the Agent in accordance with paragraph (b) above, the relevant Interest Period will, subject to Clause 9.2 (Changes to Interest Periods), be one Month.
	(d)		Subject to this Clause 9, the Borrower may select an Interest Period of one, two or three Months or any other period determined by the Agent (acting on the instructions of all the Lenders); provided that the initial Interest Period for the Loan shall be one week.
	(e)		An Interest Period shall not extend beyond the Initial Maturity Date or, if applicable, the Extended Maturity Date.
	(f)		Each Interest Period for the Loan shall start on the Utilization Date and, in the case of any Interest Period commencing after the Utilization Date, on the last day of its preceding Interest Period.

9.2		Changes to Interest Periods
		If the Agent makes any change to an Interest Period referred to in this Clause 9, it shall promptly notify the Borrower and the Lenders.
9.3		Non-Business Days
		If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
10.		CHANGES TO THE CALCULATION OF INTEREST

10.1		Absence of quotations
		Subject to Clause 10.2 (Market disruption), if US$ LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable US$ LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.
10.2		Market disruption

(a)

If a Market Disruption Event occurs in relation to the Loan for any Interest Period, then the rate of interest on each Lender’s share of the Loan for the Interest Period shall be the percentage rate per annum which is the sum of:

	(i)		the Margin;
	(ii)		the rate notified to the Agent by that Lender as soon as practicable and, in any event, before interest is due to be paid in respect of that Interest Period, to be that which expresses, as a percentage rate per annum, the cost to that Lender of funding its participation in the Loan from whatever source it may reasonably select; and
	(iii)		the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.

(b)

In this Agreement “Market Disruption Event” means:

	(i)		none or only one of the Reference Banks supplies a rate to the Agent to determine US$ LIBOR for the initial Interest Period for the Loan (referenced in Clause 9.1(d)); or
	(ii)		at or about noon on the Quotation Day for the relevant Interest Period, other than the initial Interest Period for the Loan (referenced in Clause 9.1(d), the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Agent to determine US$ LIBOR for the such Interest Period; or
	(iii)		before close of business in London on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in the Loan exceed 35% of that Loan) that the cost to it or them of obtaining matching deposits in the Relevant Interbank Market would be in excess of US$ LIBOR.

10.3

Alternative basis of interest for funding

	(a)		If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) regarding a substitute basis for determining the rate of interest.
	(b)		Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

10.4

Break Costs

	(a)		The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by such Borrower on a day other than the last day of an Interest Period for the Loan or Unpaid Sum.
	(b)		Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.

11.		FEES
11.1		Commitment fee
		The Borrower shall, at the time set out in any Fee Letter, pay to the Agent (for the account of each Lender) a fee computed at the rate of 0.50% per annum on such Lender’s Commitment for the Availability Period, whether or not the Loan is made.
11.2		Agency fee
		The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in any Fee Letter.
11.3		Security Agency fee
		The Borrower shall pay to the Security Agent (for its own account) an agency fee in the amount and at the times agreed in any Fee Letter.
11.4		Other fees
		The Borrower shall pay to the Arranger other fees in the amounts and at the times agreed in any Fee Letter (without duplication of the fees set forth in this Clause 11).

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

12.		TAX GROSS UP AND INDEMNITIES
12.1		Tax definitions

(a)

In this Agreement:

“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

“Qualifying Lender” means a Lender which:

	(i)		has its Facility Office in France; or
	(ii)		fulfils the conditions imposed by French law taking into account, as the case may be, any double taxation agreement in force on the date (subject to the completion of any necessary procedural formalities), in order for that payment not to be subject to (or as the case may be, to be exempt from) any Tax Deduction.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.

“Tax Payment” means an increased payment made by the Borrower to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

“Treaty Lender” means a Lender which is entitled to that payment under a double taxation agreement (subject to the completion of any necessary procedural formalities) without a Tax Deduction.

(b)

Unless a contrary indication appears, in this Clause 12 a reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

12.2

Tax gross-up

(a)

Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

	(b)		The Borrower shall promptly, upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender, it shall notify the Borrower and such Obligor.
	(c)		If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from such Obligor to a Finance Party shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
	(d)		An Obligor is not required to make an increased payment to a Lender under paragraph (c) above for a Tax Deduction in respect of tax imposed by France from a payment of interest on the Loan, if, on the date on which the payment falls due:

	(i)		the payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law, regulation or double taxation agreement, or any published practice or concession of any relevant taxing authority; or
	(ii)		the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) below.

	(e)		If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
	(f)		Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent, for the Finance Party entitled to the payment, evidence reasonably satisfactory to such Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.
	(g)		A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for such Obligor to obtain authorization to make such payment without a Tax Deduction.
	(h)		Each Lender represents that, as at the date of this Agreement or, if it becomes a party to this Agreement after the date of this Agreement, on the date it becomes party to this Agreement, it is a Qualifying Lender.

12.3

Tax indemnity

	(a)		The Borrower shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which such Protected Party determines will be, or has been (directly or indirectly), suffered for, or on account of, Tax by that Protected Party in respect of a Finance Document.
	(b)		Paragraph (a) above shall not apply:

(i)

with respect to any Tax assessed on a Finance Party:

	(A)		under the law of the jurisdiction in which such Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which such Finance Party is treated as resident for tax purposes; or
	(B)		under the law of the jurisdiction in which such Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if such Tax is imposed on, or calculated by reference to, the net income of such Finance Party which is received or receivable (but not any sum deemed to be received or receivable) by such Finance Party; or

(ii)

to the extent a loss, liability or cost:

	(A)		is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or
	(B)		would have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 12.2 (Tax gross-up) applied.

	(c)		A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.
	(d)		A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3, notify the Agent.

12.4		Tax Credit
		If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

	(a)		a Tax Credit is attributable to such Tax Payment; and
	(b)		such Finance Party has obtained, utilized and retained such Tax Credit,

the Finance Party shall pay an amount to such Obligor which such Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been made by such Obligor.

This Clause 12.4 shall not be construed to require a Finance Party to make available its tax returns (or any other information relating to its Taxes which it deems confidential) to an Obligor or any other person.

12.5		Stamp taxes
		The Borrower shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability such Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.
12.6		Value added tax

	(a)		All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any VAT. If VAT is chargeable, on any supply made by any Finance Party to any Party in connection with a Finance Document, such Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT.
	(b)		Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, such Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that it is not entitled to credit or repayment of the VAT.

13.		INCREASED COSTS
13.1		Increased Costs

	(a)		Subject to Clause 13.3 (Exceptions) the Borrower shall, within three Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by such Finance Party or any of its Affiliates as a result of (i) the introduction of, or any change in (or in the interpretation, administration or application of), any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.
	(b)		In this Agreement, “Increased Costs” means:

	(i)		a reduction in the rate of return from the Facility or on a Finance Party’s (or its Affiliate’s) overall capital;
	(ii)		an additional or increased cost; or
	(iii)		a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to such Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

13.2

Increased cost claims

	(a)		A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased Costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.
	(b)		Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

13.3

Exceptions

(a)

Clause 13.1 (Increased Costs) does not apply to the extent any Increased Cost is:

	(i)		attributable to a Tax Deduction required by law to be made by an Obligor;
	(ii)		compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied);
	(iii)		compensated for by the payment of the Mandatory Cost; or
	(iv)		attributable to the willful breach by the relevant Finance Party or its Affiliates of any law or regulation.

(b)

In this Clause 13.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 12.1 (Tax Definitions).

14.		OTHER INDEMNITIES
14.1		Currency indemnity

(a)

If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which such Sum is payable into another currency (the “Second Currency”) for the purpose of:

	(i)		making or filing a claim or proof against that Obligor;
	(ii)		obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

such Obligor shall, as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom such Sum is due against any cost, loss or liability arising out of or as a result of the conversion

including any discrepancy between (A) the rate of exchange used to convert such Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of such Sum.

(b)

Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

14.2		Other indemnities
		The Borrower shall (or shall ensure that an Obligor will), within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by such Finance Party as a result of:

	(a)		the occurrence of any Event of Default;
	(b)		a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 27 (Sharing among the Finance Parties);
	(c)		funding, or making arrangements to fund, its participation in the Loan requested by the Borrower in the Utilization Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by such Lender alone);
	(d)		the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower or the Borrower; or
	(e)		the receipt by the Agent of any part of the Loan, or an Unpaid Sum, otherwise than on the last day of its Interest Period (from which shall be deducted any sum paid by the Borrower (or another Obligor) in respect of the same event under Clause 10.4 (Break Costs),

except to the extent that such cost, loss or liability was caused by such Finance Party’s own gross negligence or willful misconduct.

14.3		Indemnity to the Agent
		The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

	(a)		investigating any event which it reasonably believes is a Default; or
	(b)		acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorized,

except to the extent that such cost, loss or liability was caused by the Agent’s own gross negligence or willful misconduct.

14.4		Indemnity to the Security Agent
		The Borrower shall promptly indemnify the Security Agent and every Delegate against any cost, loss or liability incurred by it as a result of:

	(a)		the taking, holding, protection or enforcement of any Transaction Security;
	(b)		the exercise of any rights, powers, discretion and remedies vested in the Security Agent and each Delegate by the Finance Documents or by law; and
	(c)		any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents,

except to the extent that such cost, loss or liability was caused by the Security Agent’s own gross negligence or willful misconduct.

The Security Agent may, in priority to any payment to the other Finance Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all amounts payable to it.

15.		MITIGATION BY THE LENDERS
15.1		Mitigation

	(a)		Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.2 (Illegality), Clause 12.2 (Tax gross-up), Clause 13 (Increased costs) or paragraph 3 of Schedule 4 (Mandatory Cost formula) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.
	(b)		Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.

15.2

Limitation of liability

	(a)		The Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by such Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).
	(b)		A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of such Finance Party (acting reasonably), to do so might be prejudicial to it.

16.		COSTS AND EXPENSES
16.1		Transaction expenses
		The Borrower shall promptly on demand pay the Agent and the Arranger the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of:

	(a)		this Agreement and any other documents referred to in this Agreement; and
	(b)		any other Finance Documents executed after the date of this Agreement.

16.2		Amendment costs
		If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 28.9 (Change of currency), the Borrower shall, within three Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.
16.3		Enforcement costs
		The Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by such Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

SECTION 7

17.		GUARANTEE AND INDEMNITY
17.1		Guarantee and indemnity
		Each Guarantor irrevocably and unconditionally jointly and severally:

	(a)		guarantees to each Finance Party punctual performance by the Borrower of its obligations under the Finance Documents;
	(b)		undertakes with each Finance Party, subject to the terms of the Intercreditor Agreement, that whenever the Borrower does not pay any amount when due under or in connection with any Finance Document, such Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and
	(c)		indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by such Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which such Finance Party would otherwise have been entitled to recover.

17.2		Continuing guarantee
		This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.
17.3		Reinstatement
		If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

	(a)		the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and
	(b)		each Finance Party shall be entitled to recover the value or amount of such security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

17.4		Waiver of defenses
		The obligations of each Guarantor under this Clause 17 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 17 (without limitation and whether or not known to it or any Finance Party), including:

(a)

any time, waiver or consent granted to, or composition with, any Obligor or other person;

	(b)		the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
	(c)		the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person, or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security;
	(d)		any incapacity or lack of power, authority or legal personality of, or dissolution or change in, the members or status of an Obligor or any other person;
	(e)		any amendment (however fundamental) or replacement of a Finance Document or any other document or security;
	(f)		any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or
	(g)		any insolvency or similar proceedings.

17.5		Immediate recourse
		Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 17. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.
17.6		Appropriations
		Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

	(a)		refrain from applying or enforcing any other amounts, security or rights held or received by such Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and
	(b)		hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor’s liability under this Clause 17.

17.7		Deferral of Guarantors’ rights
		Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

(a)

to be indemnified by an Obligor;

	(b)		to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents; and/or
	(c)		to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party.

17.8		Additional security
		This guarantee is in addition to, and is not in any way prejudiced by, any other guarantee or security now or subsequently held by any Finance Party.
17.9		Limitation on Liability.

	(a)		Any term or provision of this Agreement to the contrary notwithstanding, the maximum aggregate amount of the Borrower’s obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Agreement, as it relates to such Guarantor, voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
	(b)		Notwithstanding any provisions in this Agreement or any other Finance Document to the contrary, no obligation of a US Obligor under this Agreement or any Finance Document shall be guaranteed or otherwise assured by any person that is not a US Person that is also a “related person” as defined in Section 267(b) or Section 707(b)(1) of the Internal Revenue Code with respect to such US Obligor to the extent such guarantee or assurance would result in the US Obligor being subject to the limitations on the deductibility of interest under Section 163(j)(1) of the Internal Revenue Code in an amount in excess of the limitation, if any to which such US Obligor would be subject absent such guarantee.
	(c)		Notwithstanding anything to the contrary contained herein, the liabilities of the Norwegian Guarantor under the Finance Documents shall be limited if (and only if) required by an application of the provisions of the Norwegian Limited Liabilities Companies Act (in Norwegian: “aksjeloven”), prohibited loans and guarantees (Section 8-7), as amended, supplemented and/or re-enacted from time to time.

SECTION 8
REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

18.		REPRESENTATIONS
18.1		General
		Each Obligor makes the representations and warranties set out in this Clause 18 to each Finance Party.
18.2		Status

	(a)		It and each of its Subsidiaries is a limited liability company, general partnership, limited partnership or corporation (or, as applicable in a jurisdiction outside the United States, an organization having an equivalent status in such jurisdiction) (except Sea Survey II and Sea Survey III, each of which is an unlimited liability corporation and, after the Closing Date, Veritas Geophysical (Canada) Corp., which is an unlimited liability company), duly formed and validly existing under the law of its jurisdiction of formation.
	(b)		It and each of its Subsidiaries has the corporate, company, partnership or organizational power to own its assets and carry on its business as it is being conducted.

18.3		Binding obligations
		Subject to the Legal Reservations:

	(a)		the obligations expressed to be assumed by it in each Transaction Document to which it is a party, or under which it is otherwise obligated to perform, are legal, valid, binding and enforceable obligations; and
	(b)		(without limiting the generality of paragraph (a) above), each Security Document to which it is a party, or under which it is otherwise obligated to perform, creates the security interests which that Security Document purports to create and those security interests are valid and effective.

18.4		Non-conflict with other obligations
		The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents and the granting of the Security do not and will not conflict with:

	(a)		any law or regulation applicable to it;
	(b)		the constitutional documents of any member of the Group; or
	(c)		any material agreement or material instrument binding upon it or any member of the Group or any of its, or any member of the Group’s, assets or constitute a default or termination event (however described) under any such agreement or instrument.

18.5

Power and authority

	(a)		It has the corporate, company, partnership or organizational power to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery of, the Transaction Documents to which it is or will be a party, or under which it is obligated to perform, and the transactions contemplated by those Transaction Documents.
	(b)		No limit on its corporate, company, partnership or organizational powers will be exceeded as a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.

18.6

Validity and admissibility in evidence

(a)

All Authorizations required:

	(i)		to enable it lawfully to enter into, exercise its rights and comply with its obligations under the Transaction Documents to which it is a party, or under which it is obligated to perform; and
	(ii)		to make the Transaction Documents to which it is a party, or under which it is obligated to perform, admissible in evidence in its Relevant Jurisdictions other than any actions specifically referred to in the legal opinions delivered under Part I and Part II of Schedule 2 (Conditions Precedent) and which are not taken by the Finance Parties (where such actions are actions to be taken voluntarily by the Finance Parties),

			have been obtained or effected and are in full force and effect.
	(b)		All Authorizations necessary for the conduct of the business, trade and ordinary activities of members of the Group have been obtained or effected and are in full force and effect, except where failure to do so could not be reasonably expected to have a Material Adverse Effect.

18.7		Governing law and enforcement
		Subject to the Legal Reservations,

	(a)		the choice of law specified in each Finance Document as the governing law of such Finance Document will be recognized and enforced in its Relevant Jurisdictions; and
	(b)		any judgment obtained in New York (or in the jurisdiction of the governing law of such Finance Document) in relation to a Finance Document will be recognized and enforced in its Relevant Jurisdictions.

18.8		Insolvency
		No:

	(a)		corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 22.7 (Insolvency proceedings); or
	(b)		creditors’ process described in Clause 22.8 (Creditors’ process),

		has been taken or, to the knowledge of the Borrower, threatened in relation to a member of the Group; and none of the circumstances described in Clause 22.6 (Insolvency) applies to an Obligor or a Material Subsidiary.
18.9		No filing or stamp taxes
		Under the laws of its Relevant Jurisdiction, it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents other than any actions specifically referred to in the legal opinions delivered under Part I and Part II of Schedule 2 (Conditions Precedent) and which are not taken by the Finance Parties (where such actions are actions to be taken voluntarily by the Finance Parties).
18.10		Deduction of Tax
		The Borrower is not required to make any deduction for or, on account of, Tax from any payment it may make under any Finance Document, assuming that each Lender is a Qualifying Lender.
18.11		No default

	(a)		No Event of Default and, on the date of this Agreement and the Closing Date, no Default is continuing or would result from the making of the Loan or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.
	(b)		No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries, or to which its (or any of its Subsidiaries’) assets are subject, which has or is reasonably likely to have a Material Adverse Effect.

18.12

No misleading information

(a)

Any factual information provided by or on behalf of any member of the Group, or by or on behalf of the Target and its Subsidiaries prior to the Closing Date, to any of the Finance Parties was true and accurate in all material respects (in the case of the Target or its Subsidiaries, to the Borrower’s knowledge) as at the date of the relevant report or document containing the information or (as the case may be) as at the date the information is expressed to be given.

	(b)		No event or circumstance has occurred or arisen, no information has been omitted from the information provided by or on behalf of any member of the Group, or by or on behalf of the Target and its Subsidiaries prior to the Closing Date, and no information has been given or withheld that results in the information, opinions, intentions, forecasts or projections contained in such information provided being untrue or misleading in any material respect (in the case of the Target or its Subsidiaries, to the Borrower’s knowledge).
	(c)		All material information provided by or on behalf of any member of the Group, or by or on behalf of the Target and its Subsidiaries, to a Finance Party in connection with the Merger on or before the date of this Agreement and not superseded before that date is accurate and not misleading in any material respect (in the case of the Target or its Subsidiaries, to the Borrower’s knowledge), and all projections prepared by or on behalf of any member of the Group, or by or on behalf of the Target and its Subsidiaries, which are provided to any Finance Party on or before the date of this Agreement have been prepared in good faith on the basis of assumptions which were reasonable at the time at which they were prepared and supplied (in the case of the Target or its Subsidiaries, to the Borrower’s knowledge).
	(d)		All other written information provided by or on behalf of any member of the Group, or by or on behalf of the Target and its Subsidiaries prior to the Closing Date, including its advisers, to a Finance Party was true, complete and accurate in all material respects (in the case of the Target or its Subsidiaries, to the Borrower’s knowledge) as at the date it was provided and is not misleading in any respect (in the case of the Target or its Subsidiaries, to the Borrower’s knowledge).

18.13

Original Financial Statements

	(a)		The Borrower’s Original Financial Statements were prepared in accordance with IFRS or French GAAP, as applicable, consistently applied and the Original Financial Statements of the Target were prepared in accordance with US GAAP consistently applied.
	(b)		The Borrower’s and the Target’s Original Financial Statements fairly present its and the Target’s, as applicable, financial condition and results of operations for the relevant Financial Year or Financial Quarter, as applicable.
	(c)		There has been no Material Adverse Effect since the date of the Borrower’s Original Financial Statements for the most recently ended Financial Year prior to the date hereof.
	(d)		The Original Financial Statements of the Borrower and the Target do not consolidate the results, assets or liabilities of any person or business which does not form part of the Group (exclusive of the Target Group for all periods prior to the Closing Date) or the Target Group, respectively.
	(e)		The Borrower’s and the Target’s most recent financial statements delivered pursuant to Clause 19.1 (Financial Statements):

	(i)		have been prepared in accordance with IFRS (in the case of the Borrower) and US GAAP (in the case of the Target); and
	(ii)		fairly present the Borrower’s and the Target’s, as applicable, consolidated or unconsolidated as the case may be financial condition as at the end of, and consolidated or unconsolidated as the case may be results of operations for, the period to which they relate.

	(f)		As at each Quarter Date, there has been no Material Adverse Effect since the date of the immediately preceding Quarter Date.
	(g)		The budgets and forecasts supplied under this Agreement or any Finance Document have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied.

18.14		No proceedings pending or threatened
		No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, are reasonably likely to have a Material Adverse Effect have (to the best of its knowledge and belief (having made due and careful inquiry)) been started or threatened against it or any of its Subsidiaries.
18.15		No breach of laws

	(a)		It has not (and none of its Subsidiaries has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.
	(b)		No labor disputes are current or, to the best of its knowledge and belief (having made due and careful inquiry), threatened against any member of the Group which have or are reasonably likely to have a Material Adverse Effect.

18.16

Environmental laws

	(a)		Each member of the Group is in compliance with Clause 21.3 (Environmental compliance) and, to the best of its knowledge and belief (having made due and careful inquiry), no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or is reasonably likely to have a Material Adverse Effect.
	(b)		No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due and careful inquiry)) is threatened against any member of the Group where that claim has or is reasonably likely, if determined against that member of the Group, to have a Material Adverse Effect.

18.17

Taxation

(a)

It is not (and none of its Subsidiaries is) materially overdue in the filing of any Tax returns and it is not (and none of its Subsidiaries is) overdue in the

			payment of any amount in respect of Tax of $10,000,000 (or its equivalent in any other currency) or more.
	(b)		No claims or investigations are being made or conducted against it (or any of its Subsidiaries) with respect to Taxes such that a liability of, or claim against, any member of the Group of $10,000,000 (or its equivalent in any other currency) or more is reasonably likely to arise.

18.18

Security and Financial Indebtedness

	(a)		No Security or Quasi-Security exists over all or any of the present or future assets of any member of the Group other than as permitted by this Agreement.
	(b)		No member of the Group has any Financial Indebtedness outstanding other than as permitted by this Agreement.

18.19

Ranking

	(a)		Subject to the terms of the Intercreditor Agreement, its payment obligations under the Finance Documents to which it is a party rank at least pari passu in right of payment with all of its other present and future senior indebtedness, except for indebtedness mandatorily preferred by laws of general application to companies.
	(b)		Subject to the terms of the Intercreditor Agreement, the Transaction Security has or will have first ranking priority and it is not subject to any prior ranking or pari passu ranking Security except Permitted Security (excluding any Permitted Security referred to in clauses (c) (to the extent securing subordinated indebtedness), (k) (to the extent specified in the applicable consent) or (m) of the definition thereof).

18.20		Good title to assets
		It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licenses of, and all appropriate Authorizations to use, the assets necessary to carry on its business as presently conducted, except where failure to do so could not be reasonably expected to have a Material Adverse Effect.
18.21		Legal and beneficial ownership

	(a)		It and each of its Subsidiaries is the sole legal and beneficial owner of the respective assets over which it purports to grant Security.
	(b)		All the Shares acquired prior to the date of this Agreement are, and those acquired after the date of this Agreement will be, legally and beneficially owned by the Borrower and the Target free from any claims, third party rights or competing interests.

18.22		Shares
		The shares of any member of the Group which are subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights. The

		constitutional documents of companies whose shares are subject to the Transaction Security do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Transaction Security.
18.23		Intellectual Property
		It and each of its Subsidiaries:

	(a)		is the sole legal and beneficial owner of, or has licensed to it on normal commercial terms, all the Intellectual Property that is material in the context of its business and that is required by it in order to carry on its business as it is being presently conducted;
	(b)		does not (nor does any of its Subsidiaries), in carrying on its businesses, infringe any Intellectual Property of any third party in any respect which would be reasonably likely to have a Material Adverse Effect; and
	(c)		has taken all formal or procedural actions (including payment of fees) required to maintain any material Intellectual Property owned by it.

18.24		Accounting reference date
		Except for the Target and members of the Target Group, whose Accounting Reference Date is 31 July, the Accounting Reference Date of each Obligor and Material Subsidiary is 31 December.
18.25		Centre of main interests and establishments
		For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “Regulation”), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(h) of the Regulations) in any other jurisdiction.
18.26		Federal Reserve Regulations

	(a)		It is not engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying Margin Stock.
	(b)		No part of the proceeds of the Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of the provisions of the Regulations of the Board, including Regulation T, U or X.

18.27		Investment Company Act.
		It is not an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

18.28

Times when representations made

	(a)		Except as set out in paragraph (e), all the representations and warranties in this Clause 18 are made by each Original Obligor on the date of this Agreement.
	(b)		The representations and warranties in Clause 18.12 (No misleading information) are deemed to be made by each Obligor on the Syndication Date.
	(c)		The Repeating Representations are deemed to be made by each Obligor on the date of the Utilization Request and the Selection Notice, on the Utilization Date, on the first day of each Interest Period (except that those contained in paragraphs (a), (b), (d) and (e) of Clause 18.13 (Original Financial Statements) will cease to be so made once subsequent financial statements have been delivered under this Agreement and those in paragraph (c) shall not be repeated after the date of this Agreement).
	(d)		The Repeating Representations in this Clause 18 except Clause 18.12 (No misleading information), are deemed to be made by each Additional Guarantor on the day on which it becomes (or it is proposed that it becomes) an Additional Guarantor.
	(e)		Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

19.		INFORMATION UNDERTAKINGS
		The undertakings in this Clause 19 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
		In this Clause 19:
		“Annual Financial Statement” means the financial statements for a Financial Year delivered pursuant to paragraph (a) of Clause 19.1 (Financial statements).
		“Quarterly Financial Statement” means the financial statements delivered pursuant to paragraph (b) of Clause 19.1 (Financial statements).
19.1		Financial statements
		The Borrower shall supply to the Agent, in sufficient copies for all the Lenders:

	(a)		as soon as they are available, but in any event within 180 days after the end of each of its Financial Years, its audited consolidated financial statements for that Financial Year; and
	(b)		within 60 days after the end of each of the first and third quarter of each Financial Year (and within 75 days after the end of the second quarter of each Financial Year), its unaudited consolidated financial statements for that Financial Quarter.

19.2

Provision and contents of Compliance Certificate

	(a)		The Borrower shall supply a Compliance Certificate to the Agent quarterly with each set of its Financial Statements delivered under Clause 19.1(b) above.
	(b)		The Compliance Certificate shall, among other things, set out (in reasonable detail) computations as to compliance with Clause 20 (Financial Condition).
	(c)		Each Compliance Certificate shall be signed by two authorized officers of the Borrower and, if required to be delivered with the consolidated Annual Financial Statements of the Borrower, shall be reported on by the Borrower’s Auditors in a form acceptable to the Auditors and reasonably acceptable to the Agent.

19.3

Requirements as to financial statements

	(a)		The Borrower shall ensure that each set of Annual Financial Statements and Quarterly Financial Statements includes a balance sheet, profit and loss account and cashflow statement. In addition, the Borrower shall ensure that each set of Annual Financial Statements shall be audited by the Auditors.
	(b)		Each set of financial statements delivered pursuant to Clause 19.1 (Financial statements):

	(i)		shall be certified by an authorized officer of the relevant company as presenting fairly, in accordance with applicable accounting standards, its financial condition and operations as at the date as at which those financial statements were prepared;
	(ii)		in the case of consolidated financial statements (annual and quarterly) of the Group, shall be accompanied by a statement by the management of the Borrower; comparing actual performance for the period to which the financial statements relate to the actual performance for the corresponding period in the preceding Financial Year of the Group; and
	(iii)		in the case of the Borrower, shall be prepared in accordance with IFRS and accounting practices applied in the preparation of the Base Case Model, unless, in relation to any set of financial statements, the Borrower notifies the Agent that there has been a change in IFRS or the accounting practices and its Auditors deliver to the Agent:

	(A)		a description of any change necessary for those financial statements to reflect IFRS or accounting practices upon which the Base Case Model was prepared; and
	(B)		sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Lenders to determine whether Clause 20 (Financial condition) has been complied with and to make an accurate comparison between

the financial position indicated in those financial statements and the Base Case Model.

			Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Base Case Model was prepared.
	(c)		If the Agent wishes to discuss the financial position of any member of the Group with the Auditors, the Agent may notify the Borrower, stating the questions or issues which the Agent wishes to discuss with the Auditors. In this event, the Borrower must ensure that the Auditors are authorized (at the reasonable expense of the Borrower):

	(i)		to discuss the financial position of each member of the Group with the Agent on request from the Agent; and
	(ii)		to disclose to the Agent for the Finance Parties any information which the Agent may reasonably request.

19.4		[Intentionally Omitted]
19.5		Presentations
		Once in every Financial Year, or more frequently if requested to do so by the Agent if the Agent reasonably suspects a Default is continuing or may have occurred or may occur a reasonably short amount of time after making such request, at least two authorized officers of the Borrower (one of whom shall be the chief financial officer) must give a presentation to the Finance Parties about:

	(a)		the on-going business and financial performance of the Group; and
	(b)		any other matter which a Finance Party may reasonably request relating to any such suspected Default.

19.6

Year-end

	(a)		The Borrower shall not change its Accounting Reference Date.
	(b)		The Borrower shall not change its quarterly accounting period.

19.7		Information: miscellaneous
		The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

	(a)		at the same time as they are dispatched, copies of all documents dispatched by the Borrower to its shareholders generally (or any class of them) or dispatched by the Borrower or any Obligor to its creditors generally (or any class of them);
	(b)		promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or

			pending against any member of the Group, and which, if adversely determined, are reasonably likely to have a Material Adverse Effect;
	(c)		promptly upon becoming aware of the relevant claim, the details of any disposal or insurance claim which will require a prepayment under Clause 7.4 (Mandatory Prepayment of Proceeds); and
	(d)		promptly on request, such further information regarding the financial condition, assets and operations of the Group and/or any member of the Group (including any requested amplification or explanation of any item in the financial statements, budgets or other material provided by any Obligor under this Agreement or any Finance Document, any changes to senior management of the Borrower and an up to date copy of its shareholders’ register (or equivalent in its jurisdiction of incorporation), to the extent such document exists), as any Finance Party through the Agent may reasonably request; provided that the Borrower shall not be obliged to supply to the Agent (or to any Lender) copies of any Auditors’ letter or other communications to the board of directors or management of the Group.

19.8

Notification of default

	(a)		Each Obligor shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).
	(b)		Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by two of its senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

19.9

“Know your customer” checks

(a)

If:

	(i)		the introduction of, or any change in (or in the interpretation, administration or application of), any law or regulation made after the date of this Agreement;
	(ii)		any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this Agreement; or
	(iii)		a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or ensure the supply of, such documentation and

			other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (iii) above, any prospective new Lender, to carry out and be satisfied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
	(b)		Each Lender shall promptly upon the request of the Agent supply, or ensure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
	(c)		The Borrower shall, by not less than 10 Business Days’ prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Guarantor pursuant to Clause 24 (Changes to the Obligors).
	(d)		Following the giving of any notice pursuant to paragraph (c) above, if the accession of such Additional Guarantor obliges the Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent or any Lender supply, or ensure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Guarantor.

20.		FINANCIAL CONDITION
20.1		Financial definitions
		In Clause 20 (Financial Condition) the following terms have the following meanings:
		“Cash” means, at any time, cash at banks (including short-term deposits) denominated in any currency and credited to an account in the name of a member of the Group with a bank and to which such member of the Group is alone beneficially entitled and provided that (a) such cash is repayable on demand with or without penalty (except where cash is repayable with a penalty, such penalty shall be taken into account in determining the amount of such cash), (b) repayment of such cash is not contingent on the prior discharge of any other indebtedness of any Group member or of any other person whatsoever or on the satisfaction of any other condition and (c) such cash is freely transferable to an Obligor.

		“Capital Expenditure” means investments made in multi-client surveys as such item appears in the consolidated accounts “Document de Référence” (or, if different, the figure that would appear in the item so entitled in the consolidated financial statements of the Borrower presented in the same manner as, and prepared in accordance with, the principles and accounting practices followed for preparation of the financial statements in the Base Case Model) plus purchase of tangible and intangibles or property, plant and equipment as the case may be plus equipment acquired under capital lease.
		“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under IFRS, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with IFRS.
		“Financial Quarter” means the period commencing on the day after one Quarter Date and ending on the next Quarter Date.
		“Financial Year” means a calendar year ending on 31 December.
		“Net Debt Cover” means the ratio of Total Net Debt (denominated in euro, as indicated in the Borrower’s consolidated financial statements relating to the period ending on the last day of such Relevant Period) divided by the euro/dollar closing exchange rate for the Relevant Period to ORBDA (denominated in euro, as indicated in the Borrower’s consolidated financial statements relating to the period ending on the last day of such Relevant Period) divided by the euro/dollar average exchange rate for the Relevant Period.
		“ORBDA” (Operating Result Before Depreciation and Amortization, previously denominated “Adjusted EBITDA”) is defined as operating income (loss) excluding non-recurring revenues (expenses) plus depreciation, amortization, additions (deductions) to valuation allowances of assets and dividends received from companies accounted for by the Borrower under the equity method.
		“Relevant Period” means:

	(a)		each period of twelve months ending on the last day of the Borrower’s financial year; and
	(b)		each period of twelve months ending on the last day of each Financial Quarter of the Borrower’s Financial Year.

“Total Interest Costs” means, with respect to any person for any period, the sum, without duplication, of the following:

(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 Treasury Transactions 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.

“Total Net Debt” means, at any time (without double counting), the aggregate indebtedness, after deducting Cash of the Borrower, in respect of:

	(a)		moneys borrowed in respect of bank debt;
	(b)		all amounts outstanding under any Finance Document;
	(c)		any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
	(d)		any amount raised pursuant to any issue of shares which are expressed to be redeemable and all obligations to purchase, retire, defease or otherwise acquire for value any share capital of any person or any warrants, rights or options to acquire such share capital before such date in respect of transactions which, in each such case, have the commercial effect of a borrowing or which finance a member of the Group or the Group’s operations or capital requirements;
	(e)		the amount of any liability in respect of any Capital Lease Obligations;
	(f)		the amount of any liability in respect of any advance or deferred purchase agreement if the primary reason for entering into such agreement is to raise finance;
	(g)		receivables sold or discounted (other than on a non-recourse basis);
	(h)		any agreement or option to re-acquire an asset if the primary reason for entering into such agreement or option is to raise finance; and
	(i)		any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing, except for financing by trade creditors.

		provided that any indebtedness for or in respect of any guarantee set forth in clause (c) of the definition of Permitted Guarantee shall not constitute indebtedness for purposes of this definition.
20.2		Financial covenants
		The Borrower shall ensure that the financial condition of the Group shall be such that:

(a)

ORBDA: Total Interest Costs for each Relevant Period specified in column 1 below shall not be less than the ratio set out in column 2 below opposite such Relevant Period.

Column 1
Any Relevant Period		Column 2
expiring in the year		Ratio
rolling 12 month period ending
31 December 2006			15.0:1.00
31 March 2007			8.9:1.00
30 June 2007			6.5:1.00
30 September 2007			5.2:1.00
31 December 2007			4.0:1.00
31 March 2008			3.8:1.00
30 June 2008			3.7:1.00
30 September 2008			3.6:1.00
31 December 2008			3.5:1.00

(b)

Net Debt Cover: Net Debt Cover in respect of each Relevant Period specified in column 1 below shall not be more than the ratio set out in column 2 below opposite such Relevant Period.

Column 1
Any Relevant Period		Column 2
expiring in the year		Ratio
rolling 12 month period ending
31 December 2006			2.25:1.00
31 March 2007			2.25:1.00
30 June 2007			2.20:1.00
30 September 2007			2.10:1.00
31 December 2007			2.10:1.00
31 March 2008			2.10:1.00
30 June 2008			2.00:1.00
30 September 2008			2.00:1.00
31 December 2008			1.90:1.00

(c)

ORBDA minus Capital Expenditure: Total Interest Costs for each Relevant Period specified in column 1 below shall not be less than the ratio set out in column 2 below opposite such Relevant Period.

Column 1
Any Relevant Period		Column 2
expiring in the year		Ratio
rolling 12 month period ending
31 December 2006			4.00:1.00
31 March 2007			1.50:1.00
30 June 2007			1.50:1.00
30 September 2007			1.50:1.00
31 December 2007			1.50:1.00
31 March 2008			1.50:1.00
30 June 2008			1.75:1.00
30 September 2008			1.75:1.00
31 December 2008			1.75:1.00

20.3		Financial testing
		The financial covenants set out in this Clause 20 (Financial Condition) shall be tested by reference to, and as at the date of, each of the financial statements and/or each Compliance Certificate delivered pursuant to Clause 19.1 (Financial statements).
20.4		Auditor’s verification
		The Agent may, at any time if it has reasonable grounds for believing that the figures prepared by the Borrower are incorrect, inaccurate or incomplete, request that the Borrower recalculate such figures (and the Borrower shall do so promptly) and if the Agent reasonably believes that such recalculated figures are incorrect, inaccurate or

		incomplete, the Agent may, at the Borrower’s expense, require the auditors of the Group to verify the figures supplied by the Borrower in connection with the financial conditions set out in Clause 20.2 (Financial covenants).
		The Agent may, in accordance with this Clause 20.4, request verification of any figure or calculation made in a Compliance Certificate delivered under Clause 19.2 (Provision and contents of Compliance Certificate) and/or any figure contained in the financial statements delivered under Clause 19 (Information Undertaking) which is relevant to the calculation of the financial conditions referred to above.
		If such auditors fail to verify such figures to the reasonable satisfaction of the Agent after being requested to do so, the Agent may appoint an independent firm of accountants to carry out an appropriate investigation and give a certificate, in form and substance reasonably satisfactory to the Agent, certifying or verifying the relevant figures and satisfaction of the above financial conditions shall be determined by reference to the figures so verified or certified even if the audited or management accounts for the same date or period have not yet been published.
20.5		Accounting terms
		All accounting expressions to the extent not otherwise defined herein shall be construed in accordance with IFRS.
21.		GENERAL UNDERTAKINGS
		The undertakings in this Clause 21 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
		Authorizations and compliance with laws
21.1		Authorizations
		Each Obligor shall promptly:

	(a)		obtain, comply with and do all that is necessary to maintain in full force and effect; and
	(b)		supply certified copies to the Agent of,

any Authorization required under any law or regulation of a Relevant Jurisdiction to:

	(i)		enable it to perform its obligations under the Finance Documents;
	(ii)		ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document; and
	(iii)		carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

21.2		Compliance with laws
		Each Obligor shall (and the Borrower shall ensure that each member of the Group will) comply in all respects with all laws to which it may be subject, if failure to so comply has or is reasonably likely to have a Material Adverse Effect.
21.3		Environmental compliance
		Each Obligor shall (and the Borrower shall ensure that each member of the Group will):

	(a)		comply with all Environmental Laws;
	(b)		obtain, maintain and ensure compliance with all requisite Environmental Permits; and
	(c)		implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

		where failure to do so has or is reasonably likely to have a Material Adverse Effect.
21.4		Environmental claims
		Each Obligor shall (through the Borrower), promptly upon becoming aware of the same, inform the Agent in writing of:

	(a)		any Environmental Claim against any member of the Group which is current, pending or threatened; and
	(b)		any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,

		where such claim, if determined against such member of the Group, has or is reasonably likely to have a Material Adverse Effect.
21.5		Taxation

(a)

Each Obligor shall (and the Borrower shall ensure that each member of the Group will) pay and discharge all material Taxes imposed upon it or its assets within the time period allowed without incurring penalties, unless (and only to the extent that):

	(i)		such payment is being contested in good faith;
	(ii)		adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Agent under Clause 19.1 (Financial statements); and
	(iii)		such payment can be lawfully withheld.

		Restrictions on business focus
21.6		Merger
		No Obligor shall (and the Borrower shall ensure that no other member of the Group will) enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction except for a Permitted Merger.
21.7		Change of business
		The Borrower shall ensure that no substantial change is made to the general nature of the business of the Borrower, the Obligors or the Group taken as a whole carried on at the date of this Agreement.
21.8		Acquisitions

(a)

No Obligor shall (and the Borrower shall ensure that no other member of the Group will):

	(i)		acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them); or
	(ii)		incorporate a company.

(b)

Paragraph (i) above does not apply to an acquisition of a company, of shares, securities or a business or undertaking (or, in each case, any interest in any of them) or the incorporation of a company which is a Permitted Acquisition.

		Restrictions on dealing with assets and Security
21.9		Joint ventures

(a)

Except as permitted under paragraph (b) below, no Obligor shall (and the Borrower shall ensure that no other member of the Group will):

	(i)		enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any Joint Venture; or
	(ii)		transfer any assets or lend to, or guarantee or give an indemnity for, or give Security for the obligations of a Joint Venture or maintain the solvency of or provide working capital to any Joint Venture (or agree to do any of the foregoing).

(b)

Paragraph (a) above does not apply to any acquisition of (or agreement to acquire) any interest in a Joint Venture or transfer of assets (or agreement to transfer assets) to a Joint Venture or loan made to, or guarantee given in respect of the obligations of, a Joint Venture if such transaction is a Permitted Acquisition, a Permitted Disposal or a Permitted Joint Venture.

21.10		Preservation of assets
		Each Obligor shall (and the Borrower shall ensure that each member of the Group will) maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary in the conduct of its business.
21.11		Pari passu ranking