Amended Application for Qualification of Trust Indentures (t-3/a)
December 01 2017 - 12:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
T-3/A
(Amendment No.1)
FOR APPLICATIONS FOR QUALIFICATION OF
INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939
ALITHEIA
RESOURCES INC.
CGG
CGG HOLDING B.V.
CGG
HOLDING (U.S.) INC.
CGG LAND (U.S.) INC.
CGG MARINE B.V.
CGG
SERVICES (U.S.) INC.
VIKING MARITIME INC.
(Names of applicants)
Tour Maine
Montparnasse
33, avenue du Maine
75015 Paris
France
+33 1 64 47 45 00
(Address of principal executive offices)
Securities to
be Issued Under the Indenture to be Qualified
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Title of Class
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Amount
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Second Lien Senior Secured Notes due 2024
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Up to $461 million (or equivalent in euros) (the Issue Amount)
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Approximate date of the proposed offering:
On or before February 28, 2018
Name and address of agent for service:
Cogency Global Inc.
10
E. 40th Street, 10th floor
New York, NY 10016
with a copy to:
Linklaters LLP
Attention: Luis Roth
25
rue de Marignan
Paris 75008
France
The
applicants hereby amend this application for qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of a further amendment which specifically states that it shall supersede
this amendment or (ii) such date as the Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended, may determine upon the written request of the applicants.
EXPLANATORY NOTE
This Amendment No. 1 to Form
T-3
(this Amendment) is being filed on
behalf of Alitheia Resources Inc., CGG S.A., CGG Holding B.V., CGG Holding (U.S.) Inc., CGG Land (U.S.) Inc., CGG Marine B.V., CGG Services (U.S.) Inc. and Viking Maritime Inc. (collectively, the Applicants). This Amendment is being
filed solely to replace the previously filed Exhibit T3C with the new Exhibit T3C filed herewith and update the Exhibits list. This Amendment is not intended to amend or delete any other part of the Applicants Application for Qualification
(the Application). All other information in the Application is unchanged and has been omitted from this Amendment.
EXHIBIT INDEX
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Exhibit
Number
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Description
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Exhibit T3A1*
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Certificate of Incorporation of Alitheia Resources Inc., dated June 29, 2004
(2)
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Exhibit T3A2*
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Articles of Association of CGG S.A.
(1)
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Exhibit T3A3*
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Deed of Amendment of Articles of Association of CGGVeritas Holding B.V. (CGG Holding B.V.), dated October 10, 2013
(3)
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Exhibit T3A4*
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Certificate of Incorporation of Volnay Acquisition Co. II (CGG Holding (U.S.) Inc.), dated September 5, 2006
(2)
as amended by the Certificate of Amendment of Certificate of Incorporation of Volnay Acquisition Co. II (CGG Holding (U.S.) Inc.), dated January 12, 2007
(2)
, the Certificate of Amendment of Certificate of Incorporation of CGGVeritas Holding (U.S.) Inc. (CGG Holding (U.S.) Inc.), dated May 31,
2012
(3)
and the Certificate of Amendment of Certificate of Incorporation of CGG Holding (U.S.) Inc. dated April 30, 2013
(3)
.
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Exhibit T3A5*
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Restated Certificate of Incorporation (with Amendments) of Veritas DGC Land Inc. (CGG Land (U.S.) Inc.), dated
July 18, 2000
(2)
as amended by the Certificate of Amendment of Certificate of Incorporation of CGGVeritas Land (U.S.) Inc. (CGG Land (U.S.) Inc.), dated December 19, 2007
(4)
and the Certificate of Amendment of Certificate of Incorporation of CGG Land (U.S.) Inc., dated April 30, 2013
(3)
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Exhibit T3A6*
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Deed of Amendment of Articles of Association of CGGVeritas Marine B.V. (CGG Marine B.V.), dated October 10, 2013
(3)
.
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Exhibit T3A7*
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Restated Certificate of Incorporation (with Amendments) of Digicon Geophysical Corp. (CGG Services (U.S.) Inc.), dated
February 6, 2001
(2)
as amended by the Certificate of Amendment of Certificate of Incorporation of CGGVeritas Services (U.S.) Inc. (CGG Services (U.S.) Inc.), dated December 19, 2007
(4)
and the Certificate of Amendment of Certificate of Incorporation of CGG Services (U.S.) Inc., dated April 30, 2013
(3)
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Exhibit T3A8*
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Certificate of Incorporation of Viking Maritime Inc., dated March 29,
2001
(2)
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Exhibit T3B1*
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Amended and Restated Bylaws of Alitheia Resources
Inc.
(5)
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Exhibit T3B2*
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Bylaws of CGGVeritas Services Holding (U.S.) Inc. (CGG Holding (U.S.)
Inc.)
(5)
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Exhibit T3B3*
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Bylaws of Veritas DGC Land Inc. (CGG Land (U.S.)
Inc.)
(2)
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Exhibit T3B4*
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Bylaws of CGGVeritas Services (U.S.) Inc. (CGG Services (U.S.)
Inc.)
(5)
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Exhibit T3B5*
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Amended and Restated Bylaws of Viking Maritime Inc.
(5)
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Exhibit T3C
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The form of indenture to be entered into by and among the Applicants, The Bank of New York Mellon, London Branch as
trustee, principal paying agent, calculation agent, transfer agent and collateral agent as well as international collateral agent, The Bank of New York Mellon SA/NV, Luxembourg Branch as registrar and The Bank of New York Mellon as U.S. collateral
agent.
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Exhibit T3E*
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Disclosure Statement Soliciting Acceptances of a Plan of
Reorganization
(6)
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Exhibit T3F*
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TIA Cross Reference Sheet (included in the form of indenture filed herewith as Exhibit T3C).
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Exhibit 25.1*
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Statement of eligibility and qualification on Form
T-1
of The Bank of New York
Mellon.
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Notes:
(1)
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Incorporated by reference to Exhibit 1.1 to the Applicants annual report for the fiscal year ended
December 31, 2016 on Form
20-F
filed with the SEC (File Number:
001-14622)
on May 1, 2017.
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(2)
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Incorporated by reference to the Applicants Registration Statement on Forms
F-3
and
S-3
(SEC File
No. 333-140274),
dated January 29, 2007.
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(3)
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Incorporated by reference to the Applicants Form
F-4,
filed with
the SEC (File Number:
333-197261)
on July 3, 2014, as amended.
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(4)
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Incorporated by reference to the Applicants Registration Statement on Form
F-4,
dated September 21, 2009 (SEC File
No. 333-162041),
as amended.
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(5)
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Incorporated by reference to the Applicants Registration Statement on Form
F-4,
dated September 27, 2011 (SEC File
No. 333-
177040).
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(6)
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Incorporated by reference to the Applicants Report on Form
6-K,
dated August 30, 2017 (SEC File
No. 001-14622).
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, each of the Applicants below have duly caused this
Application, to be signed on its behalf by the undersigned, thereunto duly authorized and attested in the City of Paris, and the Republic of France, on the 1st day of December 2017.
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CGG S.A.
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Attest:
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/s/ Yves Goulard
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By:
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/s/ Jean-Georges Malcor
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Name: Yves Goulard
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Name: Jean-Georges Malcor
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Title: SVP Group Treasurer
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Title: Chief Executive Officer
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CGG HOLDING B.V.
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Attest:
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/s/ Yves Goulard
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By:
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/s/ Beatrice Place-Faget
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Name: Yves Goulard
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Name: Beatrice Place-Faget
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Title: SVP Group Treasurer
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Title: Managing Director
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CGG MARINE B.V.
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Attest:
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/s/ Yves Goulard
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By:
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/s/ Agathe Cottin
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Name: Yves Goulard
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Name: Agathe Cottin
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Title: SVP Group Treasurer
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Title: Managing Director
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Pursuant to the requirements of the Trust Indenture Act of 1939, each of the Applicants below
have duly caused this Application, to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston, and the State of Texas, on the 1st day of December 2017.
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(SEAL)
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ALITHEIA RESOURCES INC.
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Attest:
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/s/ Chad Meintel
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By:
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/s/ Vince Thielen
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Name: Chad Meintel
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Name: Vince Thielen
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Title: Secretary
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Title: Treasurer
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(SEAL)
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CGG HOLDING (U.S.) INC.
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Attest:
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/s/ Chad Meintel
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By:
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/s/ Vince Thielen
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Name: Chad Meintel
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Name: Vince Thielen
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Title: Secretary
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Title: Treasurer
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(SEAL)
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CGG LAND (U.S.) INC.
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Attest:
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/s/ Chad Meintel
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By:
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/s/ Vince Thielen
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Name: Chad Meintel
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Name: Vince Thielen
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Title: Secretary
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Title: Treasurer
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(SEAL)
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CGG SERVICES (U.S.) INC.
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Attest:
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/s/ Chad Meintel
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By:
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/s/ Vince Thielen
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Name: Chad Meintel
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Name: Vince Thielen
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Title: Secretary
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Title: Treasurer
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(SEAL)
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VIKING MARITIME INC.
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Attest:
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/s/ Chad Meintel
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By:
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/s/ Vince Thielen
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Name: Chad Meintel
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Name: Vince Thielen
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Title: Secretary
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Title: Treasurer
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