8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 6, 2006 (October 31, 2006)

CORE LABORATORIES N.V.

(Exact name of registrant as specified in its charter)

001-14273
(Commission File Number)

The Netherlands	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Herengracht 424
1017 BZ Amsterdam
The Netherlands	Not Applicable
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (31-20) 420-3191

Check the appropriate below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

TABLE OF CONTENTS

Purchase Agreement

Indenture

Registration Rights Agreement

Note Hedge Confirmation

Derivatives Inc. and Core Laboratories N.V. Warrant Confirmation

Section 1 — Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement.

     On October 31, 2006, Core Laboratories LP (“Core LP”), a wholly owned subsidiary of Core Laboratories N.V. (“Core NV”), and Core NV entered into a purchase agreement (the “Purchase Agreement”) under which Core LP agreed to sell $250 million principal amount of its 0.25% Senior Exchangeable Notes Due 2011 (the “Notes”) to Lehman Brothers Inc. and Banc of America Securities LLC, as representatives of the initial purchasers named therein (the “Initial Purchasers”). The Purchase Agreement gives the Initial Purchasers an option to purchase up to an additional $50 million of Notes. The net proceeds from the offering, after deducting the Initial Purchasers’ discount and the estimated offering expenses payable by Core NV, are expected to be approximately $244.5 million. The Notes are fully and unconditionally guaranteed by Core NV. A copy of the Purchase Agreement is attached hereto as Exhibit 4.1, is incorporated herein by reference, and is hereby filed; the description of the Purchase Agreement in this report is a summary and is qualified in its entirety by the terms of the Purchase Agreement.

     The closing of the sale of the Notes occurred on November 6, 2006. The Notes and Core NV’s Common Shares, EUR 0.04 par value per share (the “Common Shares”), issuable in certain circumstances upon exchange of the Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). Core LP sold the Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(2) of the Securities Act. The Initial Purchasers then sold the Notes to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. Core LP relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement.

     The Notes are governed by an indenture, dated as of November 6, 2006 (the “Indenture”), among Core LP, Core NV, and Wells Fargo Bank, National Association, as trustee (the “Trustee”). A copy of the Indenture is attached hereto as Exhibit 4.2, is incorporated herein by reference, and is hereby filed; the description of the Indenture in this report is a summary and is qualified in its entirety by the terms of the Purchase Agreement.

     The Notes will be exchangeable into cash and, if applicable, Core NV’s Common Shares based on an initial exchange rate of 10.5533 Core NV’s Common Shares per $1,000 principal amount of Notes (which is equal to an initial exchange price of approximately $94.76 per share) subject to adjustment, during the 30 calendar days ending at the close of business on the business day immediately preceding the maturity date and prior thereto only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the closing price of Core NV’s Common Shares for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the then applicable exchange price per share; (2) during the five business day period after any 20 consecutive trading day period in which the trading price per Note for each day of the 20 trading day period was less than 95% of the product of the closing sale price of Core NV’s Common Shares and the then applicable exchange rate of the Note; and (3) upon the occurrence of specified corporate transactions set forth in the Indenture. Upon exchange, a holder will receive an amount in cash based on a daily exchange value, calculated on a proportionate basis for each day of the 20 trading day reference period. If the exchange value exceeds the principal amount of the Note on the exchange date, Core NV will also deliver Common Shares for the exchange value in excess of $1,000.

     The Notes will bear interest at a rate of 0.25% per year payable semiannually in arrears in cash on April 30 and October 31 of each year, beginning on April 30, 2007. The Notes will mature on October 31, 2011.

     The holders of the Notes who exchange their Notes in connection with a change in control, as defined in the Indenture, may be entitled to a make-whole premium in the form of an increase in the exchange rate. Additionally, in the event of a change in control, the holders of the Notes may require Core LP to purchase all or a portion of their Notes at a purchase price equal to 100% of the principal amount of Notes, plus accrued and unpaid interest, if any.

     The Notes will rank equal in right of payment to all of Core LP’s other existing and future unsecured and senior unsubordinated indebtedness. The Notes will rank senior in right of payment to all of Core LP’s existing and future senior

subordinated and subordinated indebtedness. Core NV’s guarantee of the Notes will be unsecured and will rank equal in right of payment to all of Core NV’s unsecured and unsubordinated indebtedness from time to time outstanding.

     In connection with the sale of the Notes, Core NV and Core LP entered into a registration rights agreement, dated as of November 6, 2006, with the Initial Purchasers (the “Registration Rights Agreement”). Under the Registration Rights Agreement, Core LP and Core NV have agreed to (i) use their reasonable best efforts to file a shelf registration statement with respect to the resale of the Notes and Core NV’s Common Shares issuable upon exchange of the Notes within 90 days after the closing of the offering of the Notes and (ii) use their reasonable best efforts to cause to become effective within 180 days after the closing of the offering of the Notes, a shelf registration statement with respect to the resale of the Notes and Core NV’s Common Shares issuable upon exchange of the Notes. Core LP and Core NV will use their reasonable best efforts to keep the shelf registration statement effective until the earlier of earliest of (i) the date on which the Notes and the Common Shares issuable upon their exchange may be sold by persons that are not affiliated with Core LP or Core NV pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Securities and Exchange Commission under the Securities Act; (ii) the date as of which all the Notes or the Common Shares issuable upon their exchange have been sold under Rule 144 under the Securities Act (or any similar provision then in force); (iii) the date as of which all the Notes and the Common Shares issuable upon their exchange have been sold pursuant to the shelf registration statement or (iv) all Notes and Common Shares issuable upon exchange of the Notes cease to be outstanding. Core LP and Core NV will be required to pay liquidated damages, subject to some limitations, to the holders of the Notes if the Core LP and Core NV fail to comply with their obligations to register the Notes and Core NV’s Common Shares issuable upon exchange of the Notes. A copy of the Registration Rights Agreement is attached hereto as Exhibit 4.3, is incorporated herein by reference, and is hereby filed; the description of the Registration Rights Agreement in this report is a summary and is qualified in its entirety by the terms of the Registration Rights Agreement.

     In connection with the sale of the Notes, Core LP entered into exchangeable note hedge transactions with respect to Core NV’s Common Shares (the “Purchased Call Options”) with an affiliate of Lehman Brothers Inc. (the “Dealer”). The Purchased Call Options will cover, subject to customary anti-dilution adjustments, the net shares of Core NV’s Common Shares that would be deliverable to exchanging noteholders in the event of an exchange of the Notes. Core LP paid an aggregate amount of approximately $71.875 million of the proceeds from the sale of the Notes for the Purchased Call Options.

     A copy of the Note Hedge Confirmation is attached hereto as Exhibit 4.4, is incorporated herein by reference, and is hereby filed; the description of the Note Hedge Confirmation in this report is a summary and is qualified in its entirety by the terms of the Note Hedge Confirmation.

     Core NV also entered into separate warrant transactions whereby Core NV has sold to the Dealer warrants to acquire, subject to customary anti-dilution adjustments, approximately 2,638,325 million of Core NV’s Common Shares (the “Sold Warrants”) at a strike price of $127.5575 per share of Core NV’s Common Shares. On exercise of the warrants, Core NV has the option to deliver cash or Core NV’s Common Shares equal to the difference between the then market price and strike price. All of the Sold Warrants will be exercisable and will expire on January 25, 2012. Core NV received aggregate proceeds of approximately $48.15 million from the sale of the Sold Warrants. A copy of the Warrant Confirmation is attached hereto as Exhibit 4.4, is incorporated herein by reference, and is hereby filed; the description of the Note Hedge Confirmation in this report is a summary and is qualified in its entirety by the terms of the Note Hedge Confirmation.

     The Purchased Call Options and Sold Warrants are separate contracts entered into by each of Core LP and Core NV with the Dealer, are not part of the terms of the Notes and will not affect the holders’ rights under the Notes. The Purchased Call Options are expected to offset the potential dilution upon exchange of the Notes in the event that the market value per share of Core NV’s Common Shares at the time of exercise is greater than the strike price of the Purchased Call Options, which corresponds to the initial exchange price of the Notes and is simultaneously subject to certain customary adjustments.

     If the market value per share of Core NV’s Common Shares at the time of exchange of the Notes is above the strike price of the Purchased Call Options, the Purchased Call Options entitle Core NV to receive from the Dealer net shares of Core NV’s Common Shares (and cash for any fractional share cash amount), based on the excess of the then current market price of Core NV’s Common Shares over the strike price of the Purchased Call Options. Additionally, if the market price of Core NV’s Common Shares at the time of exercise of the Sold Warrants exceeds the strike price of the Sold Warrants, Core NV will owe the Dealer net shares of Core NV’s Common Shares or cash, not offset by the Purchased Call Options, in an amount based on the excess of the then current market price of Core NV’s Common Shares over the strike price of the Sold Warrants.

     These transactions will effectively increase the exchange price of the Notes to $127.56 per share of Core NV’s Common Shares, from the perspective of Core NV, representing a 75% premium based on the last reported bid price of $72.89 per share on October 31, 2006.

     The Sold Warrants and the underlying Common Shares issuable upon exercise of the Sold Warrants have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

     In connection with these transactions, Core NV and its affiliates paid approximately $98 million to purchase approximately 1.3 million of Core NV’s Common Shares. Certain proceeds from the Notes offering were used to repay amounts outstanding under Core NV’s revolving credit facility, the terms of which were also amended to reduce commitments from $125 million to $100 million.

Section 2 — Financial Information

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     On November 6, 2006, Core LP issued $250 million aggregate principal amount of Notes. This obligation will be recorded as long-term debt on the Core NV consolidated balance sheet. Core LP offered and sold the Notes to the Initial Purchasers in reliance on the exemption from registration provided by Section 4(2) of the Securities Act. The Initial Purchasers then sold the Notes to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.

     Additional terms and conditions are contained in Item 1.01 and are incorporated herein by reference.

Section 3 — Securities and Trading Markets

Item 3.02. Unregistered Sales of Equity Securities.

     See Item 1.01.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

EXHIBIT NO.	ITEM
4.1	Purchase Agreement, dated October 31, 2006, among Core Laboratories LP, Core Laboratories N.V. and Lehman Brothers Inc. and Banc of America Securities LLC, as representatives of the initial purchasers named therein.
4.2	Indenture related to the Senior Exchangeable Notes Due 2011, dated as of November 6, 2006, among Core Laboratories LP, Core Laboratories N.V., and Wells Fargo Bank, National Association, as trustee.
4.3	Registration Rights Agreement, dated as of November 6, 2006, among Core Laboratories LP, Core Laboratories N.V., and Lehman Brothers Inc. and Banc of America Securities LLC, as representatives of the initial purchasers named therein.
4.4	Note Hedge Confirmation, dated October 31, 2006, Lehman Brothers OTC Derivatives Inc. and Core Laboratories N.V.
4.5	Warrant Confirmation, dated October 31, 2006, between Lehman Brothers OTC Derivatives Inc. and Core Laboratories N.V.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Core Laboratories N.V.
Dated: November 6, 2006	By	/s/ Richard L. Bergmark
		Richard L. Bergmark
		Chief Financial Officer

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

CORE LABORATORIES N.V.

EXHIBIT INDEX TO FORM 8-K

EXHIBIT NO.	ITEM
4.1	Purchase Agreement, dated October 31, 2006, among Core Laboratories LP, Core Laboratories N.V. and Lehman Brothers Inc. and Banc of America Securities LLC, as representatives of the initial purchasers named therein.
4.2	Indenture related to the Senior Exchangeable Notes Due 2011, dated as of November 6, 2006, among Core Laboratories LP, Core Laboratories N.V., and Wells Fargo Bank, National Association, as trustee.
4.3	Registration Rights Agreement, dated as of November 6, 2006, among Core Laboratories LP, Core Laboratories N.V., and Lehman Brothers Inc. and Banc of America Securities LLC, as representatives of the initial purchasers named therein.
4.4	Note Hedge Confirmation, dated October 31, 2006, Lehman Brothers OTC Derivatives Inc. and Core Laboratories N.V.
4.5	Warrant Confirmation, dated October 31, 2006, between Lehman Brothers OTC Derivatives Inc. and Core Laboratories N.V.

EX-4.1

Execution Version

$250,000,000

CORE LABORATORIES LP

.25% SENIOR EXCHANGEABLE NOTES DUE 2011
GUARANTEED BY CORE LABORATORIES N.V.

PURCHASE AGREEMENT

October 31, 2006

October 31, 2006

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

Banc of America Securities LLC
9 West 57th Street
New York, New York 10019

As representatives of the initial purchasers

Dear Sirs and Mesdames:

     Core Laboratories, LP, a Delaware limited partnership (the “Company”), proposes to issue and sell to the initial purchasers listed on Schedule A hereto (the “Initial Purchasers”) for whom you are the representatives $250,000,000 principal amount of its .25% Exchangeable Notes Due 2011 (the “Firm Notes”) to be issued pursuant to the provisions of an Indenture to be dated as of November 6, 2006 (the “Indenture”) among the Company, the Guarantor (as defined below) and Wells Fargo Bank, National Association as Trustee (the “Trustee”). The Company also proposes to issue and sell to the Initial Purchasers not more than an additional $50,000,000 principal amount of its .25% Senior Exchangeable Notes Due 2011, solely to cover over-allotments (the “Additional Notes”) if and to the extent the Initial Purchasers elect to exercise the right to purchase such Additional Notes granted to the Initial Purchasers in Section 2 hereof. The Firm Notes and the Additional Notes, together with the Guarantees (as defined below) are hereinafter collectively referred to as the “Notes.” The Notes will be fully and unconditionally guaranteed (the “Guarantees”) by Core Laboratories N.V., a Netherlands limited liability company (the “Guarantor”). The Notes will be exchangeable for shares of the Guarantor’s Common Shares, EUR 0.04 par value (the “Underlying Securities”). The Notes and the Underlying Securities are hereinafter collectively referred to as the “Securities.”

     The Notes, the Guarantees and the Underlying Securities will be offered by the Initial Purchasers without being registered under the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A (“Rule 144A”).

     The Initial Purchasers and their direct and indirect transferees will be entitled to the benefits and subject to the obligations of a Registration Rights Agreement to be dated the Closing Date (as defined below) among the Company, the Guarantor and the Initial Purchasers (the “Registration Rights Agreement”).

     The Company intends to use a portion of the net proceeds from the sale of the Securities to fund the cost of exchangeable note hedge transactions that the Company expects to close concurrently with the closing of the sale of the Securities with affiliates of Lehman Brothers Inc. (the “Hedge Transactions”). In addition, in connection with the sale of the Securities and the Hedge Transactions, the Guarantor expects to sell warrants to purchase its common shares to

affiliates of Lehman Brothers Inc. (the “Warrant Sale”). As used herein, the term “Transactions” collectively refers to the Hedge Transactions and the Warrant Sale.

     In connection with the sale of the Securities, the Company has prepared and delivered to the Initial Purchasers a preliminary offering memorandum, dated October 31, 2006 (together with any exhibits thereto and the documents incorporated by reference therein, the “Offering Memorandum”) and has prepared and delivered a pricing supplement (the “Pricing Supplement”) dated October 31, 2006, in the form attached hereto as Schedule B, describing the terms of the Securities, the terms of the offering and a description of the Company and the Guarantor, each for use by the Initial Purchasers in connection with their solicitation of offers to purchase the Securities. As used herein, “Disclosure Package” shall mean the Offering Memorandum, as supplemented by the Pricing Supplement and any written communications (as defined in Rule 405 under the Securities Act) authorized for use under Section 6(e), each in the most recent form that has been prepared and delivered by the Company to the Initial Purchasers in connection with their solicitation of offers to purchase the Securities as of the Applicable Time. “Applicable Time” means 7:00 pm (EST) on October 31, 2006. Promptly after the Applicable Time, the Company will prepare and deliver to the Initial Purchasers a final offering memorandum (the “Final Memorandum”), which will consist of the Offering Memorandum with only such changes therein as are required to reflect the information contained in the Pricing Supplement. The Offering Memorandum and the Final Memorandum are each sometimes referred to herein as a “Memorandum.” As used herein (including the schedule and annexes hereto), the term “Memorandum” shall include in each case the documents incorporated by reference therein. The terms “supplement,” “amendment” and “amend” as used herein with respect to the Memorandum shall include all documents deemed to be incorporated by reference in the Memorandum that are filed subsequent to the date of the Memorandum with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

          1. Representations and Warranties. The Guarantor and the Company, jointly and severally, represent and warrant to, and agree with each of the Initial Purchasers that:

     (a) (i) Each document filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Memorandum complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, and (ii) as of its date the Offering Memorandum did not contain, as of the Applicable Time the Disclosure Package did not or will not contain, and on and as of the Closing Date, the Disclosure Package and the Final Memorandum will not contain, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Disclosure Package or the Final Memorandum based upon information relating to the Initial Purchasers furnished to the Company in writing by the Initial Purchasers expressly for use therein, it being understood and agreed that the only such information is that described in Section 8(b).

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     (b) Each of the Guarantor and the Company has been duly incorporated, organized or formed, is validly existing as a Netherlands limited liability company or Delaware limited partnership, respectively, and, with respect to the Company, is in good standing under the laws of the jurisdiction of its incorporation; each of the Guarantor and the Company has the limited liability company or partnership power and authority to own its property and to conduct its business as described in the Final Memorandum and the Disclosure Package and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the condition (financial or other), business, properties, rights or results of operations of the Guarantor and its subsidiaries, taken as a whole (a “Material Adverse Effect”).

     (c) Each Significant Subsidiary has been duly organized, is validly existing as a corporation or limited partnership in good standing under the laws of the jurisdiction of its organization, has the corporate or limited partnership power and authority to own its property and to conduct its business to the extent described in the Final Memorandum and the Disclosure Package and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. All of the issued shares of capital stock (or limited partnership interests) of each Significant Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable (to the extent applicable under applicable law) and are owned by the Guarantor, directly or indirectly, free and clear of all liens, encumbrances, equities or claims other than any liens, encumbrances, equities or claims in favor of the Guarantor or another Significant Subsidiary. The Significant Subsidiaries of the Guarantor are the Company and Core Laboratories Canada Limited.

     (d) This Agreement has been duly authorized, executed and delivered by the Company and the Guarantor. The agreements effecting each of the Transactions and the consummation of such transactions, have been duly authorized and, on or prior to the Closing Date will have been, executed and delivered by each of the Company and the Guarantor and, assuming due authorization, execution and delivery of such agreements by the counterparties thereto, will be a valid and binding agreement of, each of the Company and the Guarantor, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity and implied covenants of good faith and fair dealing.

     (e) The outstanding capital stock of the Company is indirectly owned by the Guarantor, free and clear of all liens, encumbrances, equities or claims other than any liens, encumbrances, equities or claims in favor of the Guarantor or a Significant Subsidiary.

     (f) The authorized capital stock of the Guarantor conforms as to legal matters to the description thereof contained in the Final Memorandum and the Disclosure

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Package, and the common shares of the Guarantor outstanding on the date hereof have been duly authorized and are validly issued and fully paid.

     (g) The issuance of the Securities has been duly authorized and, when the Notes have been executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement, the Notes and the Guarantees will be valid and binding obligations of the Company and the Guarantor, as the case may be, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance or similar laws affecting creditors’ rights generally, general principles of equity and implied covenants of good faith and fair dealing, and will be entitled to the benefits of the Indenture and the Registration Rights Agreement.

     (h) The Underlying Securities issuable upon exchange of the Notes have been duly authorized and, when issued upon exchange of the Notes in accordance with the terms of the Notes and the Indenture, will be validly issued and fully paid, and the issuance of the Underlying Securities will not be subject to any preemptive or similar rights.

     (i) Each of the Indenture and the Registration Rights Agreement has been duly authorized and, on or prior to the Closing Date will have been, executed and delivered by, and, assuming due authorization, execution and delivery of the Indenture by the Trustee and of the Registration Rights Agreement by the Initial Purchasers, respectively, is or will be a valid and binding agreement of, the Company and the Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity and implied covenants of good faith and fair dealing and except as rights to indemnification and contribution under the Registration Rights Agreement may be limited under applicable law.

     (j) The execution and delivery by the Company and the Guarantor of, and the performance by the Company and the Guarantor of their respective obligations under, this Agreement, the agreements effecting the Transactions, the Indenture, the Registration Rights Agreement and the Notes will not contravene any provision of (i) applicable law or the certificate of limited partnership or partnership agreement, of the Company, the Articles of Association, as amended, of the Guarantor or (ii) any agreement or other instrument binding upon the Guarantor, the Company or any of the Significant Subsidiaries that is material to the Guarantor and its subsidiaries, taken as a whole, or, (iii) to the knowledge of the Guarantor or the Company, any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Guarantor, the Company or any Significant Subsidiary, except, in the cases of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

     (k) There are no material legal or governmental proceedings pending or, to the knowledge of the Guarantor or the Company, threatened to which the Company or any of its Significant Subsidiaries is a party or to which any of the properties of the Guarantor or

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the Company or any of their subsidiaries is subject other than proceedings accurately described in all material respects in the Offering Memorandum and proceedings that would not have a Material Adverse Effect or material adverse effect on the power or ability of the Guarantor or the Company to perform its obligations under this Agreement, the Indenture, the Registration Rights Agreement or the Notes or to consummate the transactions contemplated by the Offering Memorandum, including the Transactions.

     (l) None of the Company, the Guarantor nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act, an “Affiliate”) of the Company or the Guarantor has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Securities in a manner that would require the registration under the Securities Act of the Securities or (ii) engaged in any form of general solicitation or general advertising in connection with the offering of the Securities (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

     (m) Assuming the accuracy of the representations and warranties of the Initial Purchasers in Section 7 and their compliance with the agreements set forth therein, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers in the manner contemplated by this Agreement to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended.

     (n) The Securities satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act.

     (o) Neither the Company nor the Guarantor is, and after giving effect to the offering and sale of the Notes and the application of the proceeds thereof as described in the Disclosure Package and the Final Memorandum neither will be, an “investment company” as defined in the Investment Company Act.

     (p) Other than the Offering Memorandum, the Disclosure Package and the Final Memorandum, neither the Company nor the Guarantor (including their respective agents and representatives, other than the Initial Purchasers in their capacity as such) has made, used or prepared, authorized, approved or referred to nor will they prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities.

     (q) The Guarantor and its Significant Subsidiaries possess adequate certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by them and have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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     (r) The Guarantor and its Significant Subsidiaries own, possess or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “Intellectual Property Rights”) necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property Rights that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

     (s) Except as disclosed in the Final Memorandum and the Disclosure Package, neither the Guarantor nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and neither the Guarantor nor the Company is aware of any pending investigation which might lead to such a claim.

     (t) The financial statements incorporated by reference in the Final Memorandum and the Disclosure Package present fairly the financial position of the Company and the Guarantor and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States applied on a consistent basis.

     (u) Except as disclosed in the Final Memorandum and the Disclosure Package, since the date of the latest audited financial statements incorporated by reference in the Final Memorandum and the Disclosure Package, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Guarantor and its subsidiaries taken as a whole.

     (v) Neither the Guarantor nor any of its Significant Subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Guarantor or any of its Significant Subsidiaries is a party or by which the Guarantor or any of its Significant Subsidiaries is bound or to which any of the property or assets of the Guarantor or any of its Significant Subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (ii)

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and (iii) above, for any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

     (w) No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Guarantor of each of this Agreement, the agreements effecting the Transactions, the Indenture and the Registration Rights Agreement, the issuance and sale of the Notes (including the issuance of the Underlying Securities upon conversion thereof) and compliance by the Guarantor with the terms thereof and the consummation of the transactions contemplated by this Agreement, the agreements effecting the Transactions, the Indenture and the Registration Rights Agreement, except for such consents, approvals, authorizations, orders and registrations or qualifications as may be required under applicable state securities laws in connection with the purchase and resale of the Notes by the Initial Purchasers.

     (x) The Guarantor maintains and will maintain disclosure controls and procedures (as defined as Rule 13a-14 of the Exchange Act) designed to ensure that information required to be disclosed by the Guarantor in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported in accordance with the Exchange Act and the rules and regulations thereunder. The Guarantor has carried out and will carry out evaluations, under the supervision and with the participation of the Guarantor’s management, of the effectiveness of the design and operation of the Guarantor’s disclosure controls and procedures in accordance with Rule 13a-15 of the Exchange Act.

          2. Agreements to Sell and Purchase. The Company hereby agrees to sell to the Initial Purchasers, and the Initial Purchasers, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agree, severally and not jointly, to purchase from the Company $250,000,000 principal amount at maturity of Firm Notes set forth opposite such Initial Purchaser’s name on Schedule A hereto at a purchase price of 98.0% of the principal amount thereof (the “Purchase Price”).

          On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Initial Purchasers the Additional Notes, and the Initial Purchasers shall have the right to purchase, solely to cover over-allotments up to $50,000,000 principal amount of Additional Notes at the Purchase Price, plus accrued interest, if any, from the Closing Date to the Option Closing Date. Such right may be exercised by the Initial Purchasers on one or more occasions, but the total principal amount that may be acquired pursuant to such exercises shall be limited to $50,000,000. Each time the Initial Purchasers elect to exercise such right, the Initial Purchasers shall so notify the Company in writing not later than 13 days after the Closing Date, which notice shall specify the principal amount of Additional Notes to be purchased by the Initial Purchasers and the date on which such Additional Notes are to be purchased. Such date may be the same as the Closing Date but not earlier than the Closing Date nor later than three business days after the date of such notice. Additional Notes may be purchased as provided in Section 4.

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          Each of the Company and the Guarantor hereby agrees that, without the prior written consent of the Initial Purchasers, which consent will not be unreasonably withheld, it will not, during the period ending 90 days after the date of the Final Memorandum, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares of the Guarantor or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the common shares of the Guarantor, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of common shares of the Guarantor or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the sale of the Securities under this Agreement, (B) the issuance by the Guarantor of any common shares upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (C) issuances and purchases pursuant to the Transactions, (D) the issuance by the Guarantor of common shares as consideration in an acquisition of the stock or assets of another entity or any contract or offer to enter into a contract therefor or (E) the grant or issuance of any securities of the type described in the immediately preceding sentence pursuant to employee benefit or compensation plans or agreements.

          The Company hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period beginning on the date hereof and continuing to and including the Closing Date, offer, sell, contract to sell or otherwise dispose of any debt of the Company or warrants to purchase debt of the Company in each case of a type substantially similar to the Notes (other than the sale of the Notes under this Agreement).

          3. Terms of Offering. You have advised the Company and the Guarantor that the Initial Purchasers will make an offering of the Securities to be purchased by the Initial Purchasers hereunder on the terms set forth in this Agreement and the Offering Memorandum.

          4. Payment and Delivery. Payment of the Purchase Price for the Firm Notes and the related Guarantees shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Notes for the account of the Initial Purchasers at 10:00 a.m., New York City time, on November 6, 2006, or at such other time on the same or such other date, as shall hereafter be agreed upon by the Company and the Initial Purchasers. The time and date of such payment are hereinafter referred to as the “Closing Date.”

          Payment for any Additional Notes and related Guarantees shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Notes for the account of the Initial Purchasers at 10:00 a.m., New York City time, on the date specified in the notice described in Section 2 or at such other time on the same or on such other date, in any event not later than November 19, 2006, as shall be designated in writing by the Initial Purchasers. The time and date of each such payment are hereinafter referred to as an “Option Closing Date.”

          Delivery of the Firm Notes and the Additional Notes, as the case may be, shall be made through the facilities of The Depository Trust Company (“DTC”) pursuant to its Full-Fast Delivery Program unless the Initial Purchasers shall otherwise instruct, and Securities sold by the

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Initial Purchasers in reliance on Rule 144A (the “144A Securities”) shall be represented by one or more global certificates.

          5. Conditions to the Initial Purchasers’ Obligations. The obligations of the several Initial Purchasers to purchase and pay for the Firm Notes and related Guarantees on the Closing Date are subject to the following conditions:

     (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date there shall not have occurred (i) any change, or any development involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Guarantor and its subsidiaries, taken as a whole, from that set forth in the Offering Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is material and adverse and that makes it, in your reasonable judgment, impracticable to market the Securities on the terms and in the manner contemplated in the Offering Memorandum; (ii) any downgrading in the rating of any debt securities of the Guarantor or the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Guarantor or the Company (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Guarantor or the Company on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by U.S. Federal, New York or Netherlands authorities; or (v) any outbreak or escalation of major hostilities in which the United States or other jurisdiction in which the Guarantor or the Company has offices is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in your judgment, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Notes.

     (b) The Initial Purchasers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of each of the Company, with respect to the Company, and the Guarantor, with respect to the Guarantor, to the effect set forth in Section 5(a)(i) and (ii) and to the effect that the representations and warranties of the Company and the Guarantor contained in this Agreement are true and correct as of the Closing Date and that each of the Company and the Guarantor has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

          The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

     (c) The Company and the Guarantor shall have furnished to the Initial Purchasers the opinion of John D. Denson, Vice President and General Counsel of the

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general partner of Core Laboratories LP, dated the Closing Date, substantially to the effect set forth on Annex 5(c) hereto. In giving such opinion, such counsel may rely as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company or the Guarantor and the Significant Subsidiaries and of public officials. Such opinion may be relied upon only by the Initial Purchasers in connection with the transactions contemplated by this Agreement, and may not be used or relied upon by the Initial Purchasers for any other purpose, or by any other person, firm, corporation or entity for any purpose whatsoever, without the prior written consent of such counsel. Such opinion may be limited to the laws of the State of Texas and the General Corporation Law of the State of Delaware.

     (d) The Company and the Guarantor shall have furnished to the Initial Purchasers the opinion of Vinson & Elkins L.L.P., United States counsel for the Company and the Guarantor, dated the Closing Date, substantially to the effect set forth on Annex 5(d) hereto. In rendering their opinions pursuant to this Section 5(d), such counsel may rely, to the extent deemed advisable by such counsel, (i) as to factual matters on certificates of officers of the Company or the Guarantor and (ii) upon certificates of public officials. Such counsel shall also state that such counsel has participated in conferences with officers, employees and representatives of the Company and the Guarantor, the independent public accountants of the Company and the Guarantor and the Initial Purchasers and their counsel, at which conferences such counsel made inquiries of such officers, Initial Purchasers and accountants, discussed in detail the contents of the Disclosure Package and the Final Memorandum and (without taking any further action to verify independently the statements made in the Disclosure Package and the Final Memorandum and, except as stated in Sections (ii) and (viii) of Annex 5(d), without assuming any responsibility for the accuracy, completeness or fairness of such statements) that nothing has come to such counsel’s attention that would lead such counsel to believe that the Disclosure Package, as of the Applicable Time and at the Closing Date, or the Final Memorandum as of its date and at the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion or comment with respect to the financial statements and other financial and statistical information contained or incorporated by reference therein).

     Such opinion shall be limited to the laws of the State of New York, the Federal laws of the United States and the General Corporation Law of the State of Delaware. Such opinion shall be rendered as of the Closing Date only in connection with this Agreement and will be solely for the benefit of the Initial Purchasers, and may not be relied upon, nor shown to or quoted from, for any other purpose, or to any other person, firm or corporation.

     (e) The Company and the Guarantor shall have furnished to the Initial Purchasers the opinion of NautaDutilh N.V., special counsel for the Guarantor, dated the Closing Date, substantially to the effect set forth on Annex 5(e) hereto. Such opinion shall be limited to the laws of The Netherlands. Such opinion shall be rendered as of the

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Closing Date only in connection with the Agreement and will be solely for the benefit of the Initial Purchasers, and may not be relied upon, nor shown to or quoted from, for any other purpose, or to any other person, firm or corporation.

     (f) The Company and the Guarantor shall have furnished to the Initial Purchasers the opinion of DLA Piper Nederland N.V., special tax counsel for the Guarantor, dated the Closing Date, substantially to the effect set forth on Annex 5(f) hereto. Such opinion shall be limited to the laws of The Netherlands. Such opinion shall be rendered as of the Closing Date only in connection with the Agreement and will be solely for the benefit of the Initial Purchasers, and may not be relied upon, nor shown to or quoted from, for any other purpose, or to any other person, firm or corporation.

     (g) The Initial Purchasers shall have received from Davis Polk & Wardwell, counsel for the Initial Purchasers, such opinion or opinions, dated the Closing Date, with respect to the issuance and sale of the Securities, the Disclosure Package, the Final Memorandum and other related matters as the Initial Purchasers may reasonably require, and the Company and the Guarantor shall have furnished to such counsel such documents as such counsel reasonably requests for the purpose of enabling such counsel to pass upon such matters.

     (h) The Initial Purchasers shall have received on the Closing Date letters, dated the date of the Applicable Time and Closing Date, in form and substance satisfactory to the Initial Purchasers, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into each Memorandum; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.

     (i) The Initial Purchasers shall have received a counterpart of the Registration Rights Agreement that shall have been executed and delivered by a duly authorized officer of the Company and the Guarantor.

     (j) The Notes shall have been approved by the NASD for trading in the PORTAL Market and shall be eligible for clearance and settlement through DTC.

     (k) The Guarantor shall have obtained for the benefit of the Initial Purchasers the agreement (a “Lock-Up Agreement”), in the form set forth as Exhibit A hereto, of each of its directors and “officers” (within the meaning of Rule 16a-1(f) under the Exchange Act).

          The obligations of the Initial Purchasers to purchase Additional Notes hereunder are subject to the same conditions and the delivery to you on each Option Closing Date of each of the same documents as set forth in Section 5(a) through (g) above (or, with regard to documents and opinions, “bring down letters” reaffirming as of the Option Closing Date the facts or other opinions or statements contained in such documents and opinions) and such other matters as you

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may reasonably request related to the execution, authentication and issuance of the Additional Notes.

          6. Covenants of the Company and the Guarantor. In further consideration of the agreements of the Initial Purchasers contained in this Agreement, the Company and the Guarantor, jointly and severally, covenant with the Initial Purchasers as follows:

     (a) To furnish to the Initial Purchasers in New York City, without charge, prior to 10:00 a.m. New York City time on November 6, 2006 and during the period mentioned in Section 6(c), as many copies of the Disclosure Package, the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as the Initial Purchasers may reasonably request.

     (b) Before amending or supplementing the Disclosure Package or the Memorandum, to furnish to the Initial Purchasers a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which the Initial Purchasers reasonably object.

     (c) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Initial Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Disclosure Package or the Memorandum in order to make the statements therein, in the light of the circumstances when the Disclosure Package or the Memorandum is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Initial Purchasers, it is necessary to amend or supplement the Disclosure Package or the Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either amendments or supplements to the Disclosure Package or the Memorandum so that the statements in the Disclosure Package or the Memorandum as so amended or supplemented will not, in the light of the circumstances when the Disclosure Package or the Memorandum is delivered to a purchaser, be misleading or so that the Disclosure Package or the Memorandum, as amended or supplemented, will comply with applicable law.

     (d) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchasers shall reasonably request; provided, however that neither the Company nor the Guarantor shall be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

     (e) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of their respective obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s and the Guarantor’s counsel and the Company’s and the Guarantor’s accountants in connection with the issuance and sale of the Securities and all other fees or expenses of the Company and the

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Guarantor in connection with the preparation of the Disclosure Package and the Memorandum and all amendments and supplements thereto, including all printing costs associated therewith, and the delivery of copies thereof to the Initial Purchasers, in the quantities herein above specified, (ii) all costs and expenses related to the issuance, transfer and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any blue sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by rating agencies for the rating of the Securities, (i) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading in PORTAL or any appropriate market system, (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary, and (vii) all other costs and expenses incident to the performance of the obligations of the Company and the Guarantor hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided elsewhere in this Agreement, the Initial Purchasers will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable upon resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

     (f) Neither the Guarantor nor any Affiliate will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which could be integrated with the sale of the Securities in a manner that would require the registration under the Securities Act of the Securities.

     (g) Not to solicit any offer to buy or offer or sell the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

     (h) While any of the Securities remain “restricted securities” within the meaning of the Securities Act, to make available, upon request, to any seller of such Securities the information specified in Rule 144A(d)(4) under the Securities Act, unless the Guarantor is then subject to Section 13 or 15(d) of the Exchange Act.

     (i) Until the effectiveness of the shelf registration statement contemplated by the Registration Rights Agreement, the Guarantor will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to resell any of the Notes which constitute “restricted securities” under Rule 144 that have been reacquired by any of them.

     (j) The Guarantor will keep available at all times, free of pre-emptive rights, Common Shares for the purpose of enabling the Guarantor to satisfy all obligations to issue the Underlying Securities upon conversion of the Notes. The Guarantor shall use its reasonable best efforts to have the Underlying Securities authorized (subject to official

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notice of issuance) for listing on The New York Stock Exchange as promptly as practicable following the execution hereof.

     (k) The Company and the Guarantor will not be or become, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.

     (l) Before using, authorizing, approving or referring to any written communication that constitutes an offer to sell or a solicitation to buy the Notes or the Guarantees (other than the Disclosure Package and the Final Memorandum), the Company will furnish to the Initial Purchasers a copy of such written communication for review and will not use, authorize, approve or refer to any such written communication to which the Initial Purchasers reasonably object.

          7. Offering of Securities; Restrictions on Transfer. (a) Each of the Initial Purchasers, severally and not jointly, represents, warrants and agrees that (i) it is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”), and an “accredited investor” within the meaning of Rule 501 under the Securities Act, (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, such Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (iii) it will solicit offers for such Securities only from, and will offer such Securities only to persons that it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that such sale is being made in reliance on Rule 144A. Each Initial Purchaser will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Disclosure Package or the Memorandum or any such other material, including, if applicable, laws governing the offer and sale of the Securities to individuals or legal entities in any member state of the European Economic Area, in all cases at its own expense, except as provided in Section 6(e).

          With respect to transactions within the European Economic Area, the initial purchasers have agreed that they have not offered, sold, delivered or transferred and will not offer, sell, deliver or transfer, any of the Notes (including any interest therein), as part of its initial distribution or at any time thereafter, directly or indirectly, to individuals or legal entities other than to professional market parties (“Professional Market Parties”), including, inter alia:

          (i) Enterprises or entities under supervision by the Dutch Central Bank (De Nederlandsche Bank) (“DCB”), the Dutch Financial Markets Authority (Autoriteit Financiële Markten) or by a supervisory authority of another state and which are consequently authorised to act on the financial markets;

          (ii) Enterprises or entities which pursue regulated activities on the financial markets otherwise than as set out under (i) above;

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          (iii) The Dutch Government (de Staat der Nederlanden), the DCB, foreign public bodies belonging to a central authority, Dutch regional, local or other decentralised governmental institutions, central banks, international treaty organisations and supranational institutions;

          (iv) Enterprises or entities which, according to their most recent annual or consolidated accounts, meet at least two of the following three criteria:

     (A) an average number of employees during the financial year of 250;

     (B) an asset value of more than €43,000,000; and

     (C) an annual net turnover of more than €50,000,000.

          (v) Dutch legal entities which have requested to be registered as a Professional Market Party;

          (vi) Natural persons domiciled in the Netherlands which have requested to be registered as a Professional Market Party, and who meet at least two of the following three criteria:

     (A) on average at least 10 significant transactions on the financial markets per quarter during the last four quarters;

     (B) the size of the natural person’s securities portfolio exceeds €500,000; and

     (C) the natural person has worked for at least one year in the financial sector in a professional position which requires knowledge of investment in securities,

          (vii) Enterprises or institutions which sole corporate purpose is to invest in securities;

          (viii) Enterprises or entities which are solely incorporated to carry out transactions to acquire assets in the meaning of 2:364 of the Dutch Civil Code (Burgerlijk Wetboek) which serve as collateral for securities (effecten) offered;

          (ix) Enterprises or entities with total assets of at least €500,000,000 as per the balance sheet as of the year end preceding the date they purchase or acquire the Notes;

          (x) Enterprises, entities or natural persons which have net equity of at least Euro 10,000,000 as per the balance sheet as of the final year end preceding the date they purchase or acquire the Notes and who or which have been active in the financial markets on average twice a month over a period of at least two consecutive years preceding such date;

          (xi) Subsidiaries of the entities referred to under (i) up to and including (viii) above provided such subsidiaries are subject to supervision on a consolidated basis;

          (xii) Enterprises and institutions which have a rating of a rating agency that is recognised by the DCB or which issue securities that have a rating from such rating agency, all within the meaning of and as further described and defined in section 1, paragraph E of the Dutch ministerial regulation of 26 June, 2002, as amended from time to time, implementing, inter alia,

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section 6, paragraph 2 of the Dutch 1992 Act of the Supervision of the Credit System (Wet toezicht kredietwezen 1992), as amended from time to time.

          (b) Each Initial Purchaser acknowledges and agrees that the Company and, for the purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 5(c), 5(d), 5(e) and 5(f) by counsel for the Company, counsel for the Guarantor and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance of the Initial Purchasers with its agreements, contained in paragraph 7(a) above, and the Initial Purchasers hereby consent to such reliance.

          8. Indemnity and Contribution. (a) The Company and the Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each person, if any, who controls any Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Offering Memorandum, the Disclosure Package or the Final Memorandum, or in any amendment or supplement, or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished to the Company in writing by the Initial Purchasers expressly for use therein, it being understood and agreed that the only information furnished by any of the Initial Purchasers consists of the information described in Section 8(b);

     (b) Each Initial Purchaser agrees to indemnify and hold harmless the Company, its directors, its officers, the Guarantor, its directors, its officers and each other person, if any, who controls the Company or the Guarantor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company and the Guarantor to the Initial Purchaser, but only with reference to information relating to the Initial Purchaser furnished in writing by the Initial Purchaser to the Company expressly for use in the Offering Memorandum, the Disclosure Package or the Final Memorandum or any amendments or supplements thereto, it being understood and agreed that the only information furnished by the Initial Purchaser consists of the following information in the Offering Memorandum: the third (first sentence only), eighth (fifth, sixth and seventh sentences only) and tenth paragraphs under the caption “Plan of Distribution.

     (c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 8(a) or 8(b), such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such

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proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Initial Purchaser, in the case of parties indemnified pursuant to Section 8(a), and by the Guarantor, in the case of parties indemnified pursuant to Section 8(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

     (d) To the extent the indemnification provided for in Section 8(a) or 8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company or the Guarantor on the one hand and the Initial Purchaser on the other hand from the offering of the Securities or (ii) if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Company or the Guarantor on the one hand and of the Initial Purchaser on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company or the Guarantor on the one hand and the Initial Purchaser on the other hand in connection with the

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offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Notes (before deducting expenses) received by the Company and the total discounts and commissions received by the Initial Purchaser, in each case as set forth in the Offering Memorandum or herein, bear to the aggregate offering price of the Notes. The relative fault of the Company or the Guarantor on the one hand and of the Initial Purchaser on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Initial Purchaser and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

     (e) The Company, the Guarantor and the Initial Purchaser agree that it would not be just or equitable if contribution pursuant to this Section 8 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 8(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, the Initial Purchaser shall not be required to contribute any amount in excess of the amount by which the total price at which the Notes resold by it in the initial placement of such Notes were offered to investors exceeds the amount of any damages that the Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

     (f) The indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements of the Company or the Guarantor contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Initial Purchaser or any person controlling the Initial Purchaser or by or on behalf of the Company, its officers or directors, the Guarantor, its officers or directors or any other person controlling the Company or the Guarantor and (iii) acceptance of and payment for any of the Notes.

          9. Termination. This Agreement shall be subject to termination by notice given by the Initial Purchaser to the Company and the Guarantor, if (a) after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market, or settlement of trading shall have been materially disrupted, (ii) trading of any securities of the Guarantor shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New

-18-

York shall have been declared by either Federal or New York State authorities or (iv) there shall have occurred any outbreak or escalation of hostilities (including without limitation an act of terrorism) or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse to the financial markets generally and (b) in the case of any of the events specified in clauses 9(a)(i) through 9(a)(iv), such event, singly or together with any other such event, makes it, in your judgment, impracticable to market the Securities on the terms and in the manner contemplated by this Agreement and the Offering Memorandum.

          10. Effectiveness; Expense Reimbursement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

          If this Agreement shall be terminated by the Initial Purchaser because of any failure or refusal on the part of the Company or the Guarantor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company or the Guarantor shall be unable to perform its obligations under this Agreement, the Company will reimburse the Initial Purchaser for all out-of-pocket expenses (including the fees and disbursements of their counsel up to a maximum of $100,000), reasonably incurred by the Initial Purchaser in connection with this Agreement or the offering contemplated hereunder.

          11. Notices. Notices given pursuant to this Agreement shall be in writing and shall be delivered (a) if to the Company, at 6316 Windfern Road, Houston, Texas 77040, Attention: Chief Financial Officer, or (b) if to the Guarantor, Herengracht 424, 1017 BZ Amsterdam, The Netherlands, with a copy to 6316 Windfern Road, Houston, Texas 77040, Attention: Chief Financial Officer or (c) if to the Initial Purchasers, Banc of America Securities LLC, 9 West 57th Street, New York, New York, Attention: Syndicate Department or Lehman Brothers Inc., 745 Seventh Avenue, New York, New York 10019, Syndicate Department, in any case to such other address as the person to be notified may have requested in writing.

          12. Successors. This Agreement is made solely for the benefit of the Initial Purchaser, the Company, the Guarantor, their respective directors and officers and other controlling persons referred to in Section 8 hereof, and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” as used in this Agreement shall not include a purchaser from the Initial Purchaser of any of the Securities in its status as such purchaser.

          13. Partial Unenforceability. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other section, paragraph or provision hereof.

          14. Counterparts. This Agreement may be signed (including by facsimile) in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

          15. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

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          16. No Fiduciary Duty. The Company and Guarantor hereby acknowledge that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Guarantor, on the one hand, and the Initial Purchaser and any affiliate through which it may be acting, on the other, (b) the Initial Purchaser is acting as principal and not as an agent or fiduciary of the Company or the Guarantor and (c) the Company’s engagement of the Initial Purchaser in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company and the Guarantor agree that they are solely responsible for making their own judgments in connection with the offering (irrespective of whether any of the Initial Purchaser has advised or is currently advising the Company or the Guarantor on related or other matters). The Company and the Guarantor agree that they will not claim that the Initial Purchaser has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company or the Guarantor, in connection with such transaction or the process leading thereto.

          17. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

-20-

	Very truly yours,
	CORE LABORATORIES LP
	By:	Core Laboratories, LLC, its general partner
	By:
	Name:	Richard L. Bergmark
	Title:	Chief Financial Officer
	CORE LABORATORIES N.V.
	By: Core Laboratories International B.V., its Sole Managing Director
	By:
	Name:	Jan Willem Sodderland
	Title:	Managing Director of Core Laboratories International B.V.
Accepted as of the date hereof
LEHMAN BROTHERS INC.
By:
Name:
Title:
BANC OF AMERICA SECURITIES LLC
By:
Name:
Title:

-21-

EXHIBIT A

Lock-Up Agreement

___________ ___, 2006

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019

Banc of America Securities LLC
9 West 57th Street
New York, New York 10019

As representatives of the initial purchaser

Ladies and Gentlemen:

          This Lock-Up Agreement is being delivered to you in connection with the proposed Purchase Agreement (the “Purchase Agreement”) to be entered into by Core Laboratories LP, a Delaware limited partnership (the “Issuer”), Core Laboratories N.V., a Netherlands limited liability company (the “Guarantor”), and you, with respect to the offering (the “Offering”) without registration under the Securities Act of 1933, as amended (the “Act”), in reliance on Rule 144A under the Act, of .25% Exchangeable Senior Notes due 2011 (the “Notes”) of the Issuer. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Purchase Agreement. The Notes will be guaranteed on a senior unsecured basis by the Guarantor.

          In order to induce you to enter into the Purchase Agreement, the undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on, and including, the date that is 60 days after the date of the final offering memorandum relating to the Offering, the undersigned will not, without the prior written consent of Lehman Brothers Inc., (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or file (or participate in the filing of) a registration statement with the Securities and Exchange Commission (the “Commission”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Exchange Act”) with respect to, any common shares (the “Common Shares”), EUR 0.04 par value per share, of the Guarantor, any debt securities of the Guarantor or the Issuer or any other securities of the Guarantor or the Issuer that are substantially similar to Common Shares or the Notes, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares, any debt securities of the Guarantor or the Issuer or any other securities of the Guarantor or the Issuer that are substantially similar to Common Shares or the Notes, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be settled by delivery of Common

A-1

Shares or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii). The foregoing sentence shall not apply to (a) bona fide gifts, provided the recipient thereof agrees in writing with the Initial Purchasers to be bound by the terms of this Lock-Up Agreement, (b) dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing with the Initial Purchasers to be bound by the terms of this Lock-Up Agreement or (c) transfers or other dispositions of shares of the Common Shares to the Guarantor in payment of the exercise price of stock options during the term of the Lock-Up Period, or upon the cashless exercise of stock options during the term of the Lock-Up Period. For purposes of this paragraph, “immediate family” shall mean the undersigned and the spouse, any lineal descendent, father, mother, brother or sister of the undersigned.

          In addition, the undersigned hereby waives any rights the undersigned may have to require registration of Common Shares in connection with the filing of any registration statement to be filed with the Commission pursuant to the Registration Rights Agreement. The undersigned further agrees that, for the Lock-Up Period, the undersigned will not, without the prior written consent of Lehman Brothers Inc., make any demand for, or exercise any right with respect to, the registration of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or warrants or other rights to purchase Common Shares or any such securities.

* * *

A-2

          If (i) the Guarantor notifies you in writing that it does not intend to proceed with the Offering or (ii) for any reason the Purchase Agreement shall be terminated prior to the “time of purchase” (as defined in the Purchase Agreement), this Lock-Up Agreement shall be terminated and the undersigned shall be released from its obligations hereunder.

Yours very truly,

                                                            
Name:

A-3

EXHIBIT A-1

LIST OF PARTIES TO EXECUTE LOCK-UP AGREEMENTS

Name	Position
1. David M. Demshur	President, Chief Executive Officer, Chairman and Supervisory Director
2. Richard L. Bergmark	Executive Vice President, Chief Financial Officer, Treasurer and Supervisory Director
3. Monty L. Davis	Chief Operating Officer and Senior Vice President
4. John D. Denson	Vice President, General Counsel and Secretary
5. Charles Miller	Chief Accounting Officer
6. Joseph R. Perna	Supervisory Director
7. Jacobus Schouten	Supervisory Director
8. Rene R. Joyce	Supervisory Director
9. Michael C. Kearney	Supervisory Director
10. D. John Ogren	Supervisory Director
11. Alexander Vriesendorp	Supervisory Director

A-4

SCHEDULE A

Initial Purchasers	Principal Amount of Notes
Lehman Brothers Inc.	$	112,500,000
Banc of America Securities LLC		112,500,000
Wells Fargo Securities LLC		12,500,000
Comerica Securities Inc.		12,500,000
Total	$	250,000,000

A-5

SCHEDULE B

Sole Bookrunner:	Lehman Brothers, Bank of America
Co-Managers:	Comerica, Wells Fargo
Amount:	$250,000,000
Over Allotment Option:	$50,000,000 (20%)
Security Offered:	Senior Exchangeable Notes
Issuer:	Core Laboratories
Underlying (Ticker):	CLB
Coupon / YTM:	0.25%
Conversion Premium:	30.00%
Stock Price at Pricing:	$72.89
Conversion Price:	$94.76
Bond Denomination:	$1,000.00
Offering Price:	99.75%
Conversion Rate:	10.5533
Maturity:	October 31, 2011
Call Feature:	Non-Callable for Life
Puts:	None
1st Coupon:	April 30, 2007
Coupon Payment Dates:	April 30 and October 31
Ranking:	Senior Unsecured
Offering Status:	Rule 144A with Registration Rights
144A CUSIP:	21868FAA1
Trade Date:	October 31, 2006
Settlement Date:	November 6, 2006
Contingent Conversion:	Yes (130% Stock Price Trigger)
Conversion Rate Cap:	13.7193 Shares per Bond
Additional Conversion Shares to be
Issued upon a Fundamental Change:

	$72.89		$94.76		$105.00		$115.00		$125.00		$135.00		$145.00		$155.00		$165.00		$175.00		$185.00		$195.00		$205.00
11/06/06		3.1660		1.7991		1.4153		1.1323		0.9141		0.7436		0.6086		0.5004		0.4131		0.3419		0.2836		0.2354		0.1955
10/31/07		3.1660		1.7991		1.3991		1.1029		0.8773		0.7029		0.5666		0.4587		0.3728		0.3037		0.2477		0.2021		0.1648
10/31/08		3.1660		1.7453		1.3203		1.0158		0.7882		0.6157		0.4835		0.3813		0.3014		0.2386		0.1888		0.1493		0.1176
10/31/09		3.1660		1.6074		1.1655		0.8587		0.6368		0.4747		0.3550		0.2660		0.1993		0.1490		0.1109		0.0819		0.0598
10/31/10		3.1660		1.3080		0.8573		0.5671		0.3745		0.2464		0.1611		0.1042		0.0662		0.0409		0.0242		0.0133		0.0064
10/31/11		—		—		—		—		—		—		—		—		—		—		—		—		—

Disclaimer: The offering is being made to qualified institutional buyers pursuant to Rule 144A under the Securities Act. None of the Convertible Debentures (including any shares of common stock issuable upon conversion thereof) or the guarantee thereof have been registered under the Securities Act of 1933 or under any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act and applicable state securities laws.

This communication does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such solicitation or sale would be unlawful prior to registration or qualification of these securities under the laws of any such state.

A copy of the offering memorandum for the offering of the Convertible Debentures may be obtained by contacting Lehman Brothers (212 320 6672).

ANNEX 5(C)

OPINION OF JOHN D. DENSON

1) The Company is validly existing as a limited partnership in good standing under the laws of the jurisdiction in which it is organized, with full partnership power and authority to own its properties and conduct its business as described in the Disclosure Package, and is duly qualified to do business as a foreign limited partnership and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases properties or conducts business, except in each case to the extent that the failure to be so qualified or to be in good standing would not have a material adverse effect on the condition (financial or other), business, properties, rights or results of operations of the Guarantor and its subsidiaries, taken as a whole.

2) All outstanding partnership interests of the Company are owned by the Guarantor either directly or through wholly owned subsidiaries free and clear of any perfected security interest, other than any perfected security interest in favor of the Guarantor and, to the knowledge of such counsel, any other security interests, claims, liens or encumbrances other than any liens, encumbrances, equities or claims in favor of the Guarantor.

3) To the knowledge of such counsel, there is no pending or threatened material action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company of a character required to be disclosed in the Disclosure Package which is not disclosed in the Disclosure Package.

ANNEX 5(D)(I)

OPINION OF VINSON & ELKINS L.L.P.

i. The Company is validly existing as a limited partnership in good standing under the laws of the State of Delaware.

ii. The Company has the partnership power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum and to enter into and perform its obligations under the Purchase Agreement.

iii. The Company is duly qualified as a foreign limited partnership to transact business and is in good standing in each jurisdiction listed on Exhibit A to this opinion.

iv. The Purchase Agreement has been duly authorized, executed and delivered by the Company.

v. The statements in the Disclosure Package under “Description of Notes,” and “Certain United States Federal Income Tax Consequences” insofar as such statements constitute a summary of the documents or legal matters referred to therein, fairly present, in all material respects, the information called for with respect to such documents or legal matters.

vi. Based upon the representations, warranties and agreements of the Company, the Guarantor and the Initial Purchasers in the Purchase Agreement, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers under the Purchase Agreement or in connection with the initial resale of such Securities by the Initial Purchasers in accordance with Section 7 of the Purchase Agreement to register the Securities under the Securities Act of 1933 or to qualify the Indenture under the Trust Indenture Act of 1939;

vii. Each of the Indenture and the Registration Rights Agreement has been duly authorized, executed and delivered by the Company, and, assuming the due authorization, execution and delivery thereof, in each case, by the other parties thereto, it constitutes a legal, valid and binding agreement of the Company enforceable against the Company and the Guarantor in accordance with its terms (subject to the qualification that enforceability of the obligations of the Company and the Guarantor thereunder may be limited by (i) bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and (ii) the application of general principles of equity (regardless of whether considered in a proceeding at law or in equity) including, without limitation, (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of good faith, reasonableness, fair dealing and materiality, and except as rights to indemnification and contribution under the Registration Rights Agreement may be limited by public policy or law);

viii. The Notes have been duly authorized by the Company and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and

paid for by the Initial Purchasers pursuant to the Purchase Agreement, will constitute legal, valid and binding obligations of the Company entitled to the benefits of the Indenture (subject to the qualification that enforceability of the obligations of the Company thereunder may be limited by (i) bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and (ii) the application of general principles of equity (regardless of whether considered in a proceeding at law or in equity) including, without limitation, (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of good faith, reasonableness, fair dealing and materiality).

ix.

The issue and sale of the Notes and the consummation of any other of the transactions contemplated hereof (other than the Hedge Transactions and the Warrant Sale) or the fulfillment of the terms thereof will not conflict with, result in a breach or violation of, or constitute a default under the terms of (A) the agreements listed on Schedule 1 hereto, or any judgment, order or decree known to such counsel to be applicable to the Company of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company, except such as would not, either singly or in the aggregate, have a material adverse effect on the condition (financial or other), business, properties, rights or results of operations of the Guarantor and its subsidiaries, taken as a whole, or prevent the Company from performing its obligations under this Agreement, the Registration Rights Agreement or the Indenture, or (B) the certificate of limited partnership or Agreement of Limited Partnership of the Company.

x. The issue and sale of the Guarantee and the Warrant Sale and the consummation of any other of the transactions contemplated hereof (other than the Hedge Transactions) or the fulfillment of the terms thereof will not conflict with, result in a breach or violation of, or constitute a default under the terms of the agreements listed on Schedule 1 hereto, except such as would not, either singly or in the aggregate, have a material adverse effect on the condition (financial or other), business, properties, rights or results of operations of the Guarantor and its subsidiaries, taken as a whole, or prevent the Guarantor from performing its obligations under this Agreement, the Registration Rights Agreement or the Indenture.

xi. No consent, approval, authorization or order of any court or governmental agency or body is required of the consummation of the transactions contemplated herein, except (a) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Notes by the Initial Purchasers (as to which such counsel need express no opinion) and by Federal and state securities laws with respect to the Company’s and the Guarantor’s obligations under the Purchase Agreement, Indenture or Registration Rights Agreement or (b) such as have been obtained, provided that no opinion is given under this paragraph with regard to the matters covered by paragraph vi.

xii. Neither the issue and sale of the Notes or the Guarantee nor the consummation of any other of the transactions herein contemplated (other than the Hedge Transactions and the Warrant Sale) nor the fulfillment of the terms hereof will conflict with, result in a breach or violation of, or constitute a default under any provision of limited to Applicable Law,

except such as would not, either singly or in the aggregate, have a material adverse effect on the condition (financial or other), business, properties, rights or results of operations of the Guarantor and its subsidiaries, taken as a whole, or prevent the Company or the Guarantor from performing its obligations under the Purchase Agreement, the Registration Rights Agreement or the Indenture.

Schedule 1

Third Amended and Restated Credit Agreement, dated as of March 24, 2005, as amended by that certain First Amendment to Third Amended and Restated Credit Agreement, dated as of December 20, 2005, as further amended by that certain Second Amendment to Third Amended and Restated Credit Agreement, dated as of July 7, 2006, as further amended by that certain Third Amendment to Third Amended and Restated Credit Agreement, dated as of November ___, 2006.

ANNEX 5(E)

OPINION OF NAUTADUTILH N.V.

P.O. Box 7113 1007 JC Amsterdam Strawinskylaan 1999 1077 XV Amsterdam T +31 20 717 10 00 F +31 20 717 11 11		Draft dated 31 October 2006, Subject to Internal Approval, tax review and review of documents
		To the addressees listed in Exhibit A

Ladies and Gentlemen:

This opinion letter is rendered to you pursuant to clause 5(e) the Purchase Agreement (as defined below).

Capitalised terms used in this opinion letter have the meanings set forth in Exhibit B. The section headings used in this opinion letter are for convenience of reference only and are not to affect its construction or be taken into consideration in its interpretation.

This opinion letter is addressed solely to you. It may only be relied upon by you in connection with the Transaction Documents. This opinion letter is strictly limited to the matters stated in it and may not be read as extending by implication to any matters not specifically referred to in it. Nothing in this opinion letter should be taken as expressing an opinion in respect of any representations or warranties, or other information, contained in Transaction Documents or any other document reviewed in connection with this opinion letter, except as expressly confirmed in this opinion letter. Its contents may not be quoted, otherwise included, summarised or referred to in any publication or document or disclosed to any other party, in whole or in part, for any purpose, without our prior written consent.

NautaDutilh N.V. has its seat at Rotterdam, the Netherlands and is registered in the Commercial Register in Rotterdam under number 24338323. All services and other work are carried out, subject to the general conditions of NautaDutilh N.V. These general conditions include, among other provisions, a limitation of liability clause and have been filed with the Rotterdam Court of First Instance. They can be consulted at www.nautadutilh.com and will be provided free of charge upon request.

ABN AMRO Bank 46.69.93.293; Fortis Bank 64.21.43.218; Postbank 50296; Account Name: Stichting Beheer Derdengelden Advocatuur NautaDutilh.

In rendering the opinions expressed in this opinion letter, we have exclusively reviewed and we have relied upon the Transaction Documents, the Offering Memorandum and the Corporate Documents and we have assumed that the Transaction Documents have been entered into and each of the Resolutions has been adopted for bona fide commercial reasons. We have not investigated or verified any factual matter disclosed to us in the course of our review.

This opinion letter sets out our opinion on certain matters of the laws with general applicability of the Netherlands, and, in so far as they are directly applicable in the Netherlands, of the European Community, as they stand at today’s date and as they are presently interpreted under published authoritative case law of the Netherlands courts, the European Court of First Instance and the European Court of Justice, as the case may be, and the opinions expressed in this opinion letter are limited in all respects to and are to be construed and interpreted in accordance with, Netherlands law. Unless otherwise specifically stated herein, we do not express any opinion on public international law or on the rules promulgated under or by any treaty or treaty organisation, except insofar as these rules are directly applicable in the Netherlands, nor do we express any opinion on Netherlands or European competition law or tax law (except for the opinion expressed in paragraph 10). No undertaking is assumed on our part to revise, update or amend this opinion letter in connection with or to notify or inform you of, any developments and/or changes of Netherlands law subsequent to today’s date.

This opinion letter may only be relied upon by you, and our willingness to render this opinion letter to you is based, on the condition that you accept that the legal relationship between yourselves and NautaDutilh N.V. is governed by Netherlands law and that any issues of interpretation or liability arising out of or in connection with this opinion letter are submitted to the exclusive jurisdiction of the competent courts at Amsterdam, the Netherlands.

In this opinion letter, legal concepts are expressed in English terms. The Netherlands legal concepts concerned may not be identical in meaning to the concepts described by the English terms as they exist under the law of other jurisdictions. In the event of a conflict or inconsistency, the relevant expression shall be deemed to refer only to the Netherlands legal concepts described by the English terms.

For the purposes of this opinion letter, we have assumed that:

a. all documents reviewed by us as originals are complete and authentic and the signatures on these documents are the genuine signatures of the persons purporting to have signed the same, all documents reviewed by us as drafts of documents or as fax, photo or electronic copies of originals are in conformity with the executed originals and these originals are complete and authentic and the signatures on them are the genuine signatures of the persons purporting to have signed the same;

b. no defects attach to the incorporation of the Company (aan zijn totstandkoming geen gebreken kleven) and the Deed of Incorporation has been executed on the basis of a valid declaration of no objection (verklaring van geen bezwaar) by a civil law notary (notaris), who had the power and authority to execute the Deed of Incorporation;

c. the Company has not (i) been dissolved (ontbonden), (ii) ceased to exist pursuant to a merger (fusie) or a division (splitsing), (iii) had its assets placed under administration (onder bewind gesteld), (iv) been declared bankrupt (failliet verklaard) or granted a suspension of payments (surseance van betaling verleend), (v) been made subject to any other insolvency proceedings under any applicable law or otherwise be limited in its rights to dispose of its assets. The Extract in respect of the Company and our inquiries of today over the telephone with the Bankruptcy Clerk’s Office and the EU Insolvency Register maintained with the courts of The Hague, the Netherlands, support the items (i) through (iv) of this assumption. However, this information does not constitute conclusive evidence that the events set out in items (i) through (iv) have not occurred;

d. the Resolutions are in full force and effect, correctly reflect the resolutions stated in them and the factual statements made in the Resolutions are complete and correct;

e. no works council (ondernemingsraad) has been established or is in the process of being established with any authority in respect of the execution of the Transaction Documents;

f. [each Transaction Document has been signed by the [Attorneys/ Directors] on behalf of the Company;]

g. [each Power of Attorney (i) is in full force and effect, and (ii) validly authorises the person or persons purported to be granted power of attorney, to represent and bind the Company vis-à-vis the other parties to the Transaction Documents with regard to the transactions contemplated by and for the purposes stated in the Transaction Documents under any applicable law other than Netherlands law;]

h. the Company does not have a conflict of interest with any of its managing directors (bestuur) with respect to the entering into the Transaction Documents;

i. each Transaction Document constitutes, under any applicable law other than Netherlands law, the legal, valid and binding obligations of the parties to the Transaction Documents, enforceable against them in accordance with their terms and the choice of law clause and the jurisdiction clause contained in the Transaction Documents constitute under any applicable law, other than Netherlands law, a legal, valid and binding choice of law and submission to the jurisdiction in accordance with the terms thereof;

j. any offer of the Notes or the Underlying Shares and any documents or advertisements in which the forthcoming offering of the Notes or Underlying Shares is publicly announced has been or will be made in accordance with the selling restriction set out in the [ ] of the Offering Memorandum and in section [ ] of the Purchase Agreement;

k. at the time of the issuance of the Underlying Shares by the Company in accordance with the tems of the Transaction Documents, (i) the common shares in the capital of the Company shall be listed on a regulated stock echange as referred to in Article 2: 86c NCC, (ii) the Company shall have distributable retained earnings (“vrij uitkeerbare reserves”) of an amount not less than the number of Underlying Shares to be issued multiplied by the nominal value of each of the Underlying Shares and (ii) the number of Underlying Shares to be issued shall be equal to or less than the number of authorised but unissued common shares in the capital of the Company; and

l. at the time of the issuance of the Underlying Shares by the Company in accordance with the tems of the Transaction Documents, each party to whom the Underlying Shares will be issued (i) will have been duly incorporated and will be validly existing, (ii) will have the corporate power to accept the Underlying Shares, (iii) will have taken all corporate actions to accept the Underlying Shares and (iv) will duly accept the Underlying Shares in accordance with the terms of the Transaction Documents.

Based upon and subject to the foregoing and subject to the qualifications set forth in this opinion letter and to any matters, documents or events not disclosed to us, we express the following opinions:

	Corporate Status
1.	The Company has been duly incorporated and is validly existing as a naamloze vennootschap (company with limited liability).
	Corporate Power
2.	The Company has the corporate power to enter into the Transaction Documents and to perform its obligations thereunder. The Company does not violate any provision of its Articles of Association by entering into the Transaction Documents or by performing its obligations thereunder.
	Corporate Action
3.	The Company has taken all corporate action required by its Articles of Association and Netherlands law in connection with entering into the Transaction Documents and the performance of its obligations thereunder.
	Due Execution
4.	Each Transaction Document has been validly signed on behalf of the Company.

	Choice of Law
5.	The Netherlands courts will recognise the choice of the law of the State of New York to govern the Transaction Documents.
	Enforceability
6.	The obligations of the Company under the Transaction Documents are enforceable against it in the Netherlands in accordance with their terms.
	No Violation of Law
7.	The entering into of the Transaction Documents by the Company and the performance of its obligations under thereunder does not in itself result in a violation of Netherlands law that would affect the enforceability of the Transaction Documents in the Netherlands.
	No Violation of Articles of Assocation
8.	The entering into of the Transaction Documents by the Company and the performance of its obligations under thereunder does not in itself result in a violation of the Articles of Assocation.
	No Authorisations, Consents or Approvals
9.	No authorisation, consent, approval, licence or order from or notice to or filing with any regulatory or other authority or governmental body of the Netherlands is required by the Company in connection with the entering into the Transaction Documents or the performance of its obligations thereunder, which, if not obtained or made, would affect the enforceability of the Transaction Documents in the Netherlands.
	No Taxes
10.	[No Netherlands registration tax, stamp duty or any other similar documentary tax or duty will be payable in the Netherlands by the holders of the Notes in respect of or in connection with the entering into of the Transaction Documents or the signing or, except for court fees, the enforcement by legal proceedings (including the enforcement of any foreign judgment in the courts of the Netherlands) of the Transaction Documents or the performance by the Company of its obligations thereunder.]
	No exchange control
11.	No exchange control authorization or any other authorization, approval, consent or license of any authority or governmental body of the Netherlands is required for the payment by the Company of any amounts in United States dollars pursuant to the terms of the Transaction Documents;

	Underlying Shares
12.	The Underlying Shares to be issued pursuant to the terms of the Transaction Documents have been duly authorized and, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid-up and non-assessable. The issuance of the Underlying Shares in accordance with the terms of the Transaction Documents will not be subject to any preemptive rights.
	Offering Memorandum
13.	The statements in the Offering Memorandum under “Description of Core Laboratories’ Share Capital”, insofar as they purport to constitute a summary of the Articles of Association or Netherlands law and do not relate to factual statements, are fair and accurate in all material respects.

The opinions expressed above are subject to the following qualifications:

A. As Netherlands lawyers we are not qualified or able to assess the true meaning and purport of the terms of the Transaction Documents under the applicable law and the obligations of the parties to the Transaction Documents and we have made no investigation of that meaning and purport. Our review of the Transaction Documents and of any other documents subject or expressed to be subject to any law other than Netherlands law has therefore been limited to the terms of these documents as they appear to us on their face.

B. The information contained in the Extracts does not constitute conclusive evidence of the facts reflected in it.

C. Pursuant to Article 2:7 NCC, any transaction entered into by a legal entity may be nullified by the legal entity itself or its receiver in bankruptcy (curator) if the objects of that entity were transgressed by the transaction and the other party to the transaction knew or should have known this without independent investigation (wist of zonder eigen onderzoek moest weten). The Netherlands Supreme Court (Hoge Raad der Nederlanden) has ruled that in determining whether the objects of a legal entity are transgressed, not only the description of the objects in its articles of association (statuten) is decisive, but all (relevant) circumstances must be taken into account, in particular whether the interests of the legal entity were served by the transaction.

D. A power of attorney or mandate granted by the Company in the Transaction Documents, including but not limited to the appointment of an agent for service of process (to the extent that it can be considered a power of attorney):

a. can only be made irrevocable to the extent that its object is the performance of legal acts in the interests of the attorney or a third party. The competent Netherlands courts may at the request of the principal cancel the irrevocable quality of the power of attorney for compelling reasons; and

b. will, among other things, terminate upon the bankruptcy or become ineffective upon the suspension of payments of the principal and, unless otherwise provided, the attorney.

E. Without regard to any choice of law clause contained in the Transaction Documents, the Netherlands courts:

a.	in relation to the manner of performance and the steps to be taken in the event of defective performance, may have regard to the law of the country where performance of the agreement takes place;
b.	may apply rules of Netherlands law in a situation where they are mandatory irrespective of the law otherwise applicable to the agreement;
c.	where they deem appropriate, may apply the mandatory rules of the law of another country with which the situation has a close connection, if and in so far as, under the law of the latter country, those rules must be applied whatever the law applicable to the agreement; and
d.	may refuse to apply a rule of law otherwise applicable to the agreement, if such application is manifestly incompatible with the public policy (“ordre public”) of the Netherlands or the European Union.

F. The term “enforceable in accordance with their terms” as used in the opinion expressed in paragraph 6. means that if a party to the Transaction Documents brings an action (een rechtsvordering instellen) against the Company before a competent Netherlands court seeking enforcement of the Transaction Documents, such court will address the issue and, if appropriate, provide some remedy subject to the terms of the Transaction Documents, the law of the State of New York and other applicable law and with due observance of the provisions of the NCCP.

G. The enforceability of the obligations of the Company under the Transaction Documents against it in the Netherlands may be limited or affected by:

a.	any applicable bankruptcy, insolvency, reorganisation, moratorium or other similar laws or procedures now or hereinafter in effect, relating to or affecting the enforcement or protection of creditor’s rights generally; and
b.	the provisions of fraudulent preference and fraudulent conveyance (Actio Pauliana) and similar rights available to receivers in bankruptcy or creditors in other jurisdictions;
c.	claims based on tort (onrechtmatige daad); and
d.	sanctions implemented or effective in the Netherlands under the Sanctions Act 1977 (Sanctiewet 1977), the Economic Offences Act (Wet Economische Delicten) or European Community Regulations.

H. No opinion is expressed as to the validity or enforceability of any security right purported or intended to be vested by or pursuant to the Transaction Documents or with respect to any consents, approvals, licenses, orders, notices, or filings necessary to ensure the validity or enforceability of any security right purported or intended to be vested by or pursuant to the Transaction Documents.

I. Netherlands courts may, notwithstanding any provision to the contrary in any Transaction Document, assume jurisdiction if a plaintiff:

a.	seeks provisional measures in preliminary relief proceedings (kort geding) as provided for in Article 254 NCCP et seq.;
b.	files a request for the levy of a pre-trial attachment (conservatoir beslag) as provided for in Article 700 NCCP et seq.

J. Pursuant to Article 2:95 NCC, a public company with limited liability (naamloze vennootschap) may not subsribe for shares (aandelen nemen) in its own capital. This prohibition also applies to its subsidiaries (dochtervennootschappen).

K. Pursuant to Article 2:98 NCC, certain restriction apply to the acquisition (verkrijging) by a public company with limited liability (naamloze vennootschap) of shares in its own capital. This prohibition also applies to its subsidiaries (dochtervennootschappen).

L. Pursuant to Article 2:98c NCC, a public company with limited liability (naamloze vennootschap) may not grant loans (leningen verstrekken), provide security (zekerheid stellen), give a price guarantee (koersgarantie geven) or otherwise bind itself, whether jointly and severally or otherwise with or for third parties (zich op andere wijze sterk maken of zich hoofdelijk of anderszins naast of voor anderen verbinden) with a view to (met het oog op) the subscription or acquisition by third parties of shares in its share capital or depository receipts. This prohibition also applies to its subsidiaries (dochtervennootschappen).

Yours faithfully,

NautaDutilh N.V.

EXHIBIT A
LIST OF
ADDRESSEES

1. [Initial Purchasers]

EXHIBIT B
LIST OF
DEFINITIONS

“Articles of Association”	articles of association of the Company as they read since the execution of the Deed of Amendment
[“Attorney”	[ ] ]
“Bankruptcy Clerk’s Office”	the Rotterdam Court Bankruptcy Clerk’s office (faillissementsgriffie van de rechtbank)
“Commercial Register”	the Rotterdam Chamber of Commerce Commercial Register (handelsregister gehouden door de Kamer van Koophandel voor Rotterdam)
“Company”	Core Laboratories N.V.
“Corporate Documents”	the documents listed in Exhibit D
“Deed of Amendment”	the deed of amendment, dated 1 July 2006 which according to the Extract in respect of the Company contains the last amendments to the Company’s articles of association
“Deed of Incorporation”	the deed of incorporation (akte van oprichting) of the Company, dated 8 August 1994
[“Director”	[ ]]
“Exhibit”	an exhibit to this opinion letter
“Extract”	an extract from the Commercial Register, dated the date of this opinion letter
“Indenture”	the indenture dated [ ] in connection with the Notes, between the Company, Core Laboratories L.P. and [ ]

“NCC”	the Netherlands Civil Code
“NCCP”	the Netherlands Code of Civil Procedure
“the Netherlands”	the Kingdom of the Netherlands, excluding Aruba and the Netherlands Antilles
“Notes”	the $[ ] Core Laboratories L.P. [ ]% senior exchangeable notes due 20[ ] to be issued by Core Laboratories L.P. pursuant to the Indenture
“Offering Memorandum”	the preliminary offering memorandum dated [ ] and the final offering memorandum, each in connection with the Notes, together the Term Sheet
[“Power of Attorney”	the power of attorney granted by the Company respect of the entering into the transactions contemplated by the Transaction Documents]
“Purchase Agreement”	the purchase agreement dated [ ] 2006, between the Company, Core Laboratories L.P. and [ ]
“Resolutions”	the documents containing the resolutions of the managing board (bestuur) of the Company, dated [ ] 2006, its general meeting of shareholders (algemene vergadering van aandeelhouders), dated 28 June 2006 and, its supervisory board (raad van commissarissen), dated [ ] 2006
“Term Sheet”	the pricing supplement dated [ ] in respect of the Notes;
“Transaction Documents”	the documents listed in Exhibit C
“Underlying Shares”	the common shares in the share capital of the Company with a nominal value of € 0.04 which are issuable pursuant to the Transaction Document

EXHIBIT C
LIST OF
TRANSACTION DOCUMENTS

1.	a fax or pdf copy of the signed Purchase Agreement;
2.	a fax or pdf copy of the signed Indenture; and
3.	a fax or pdf copy of the signed Registration Rights Agreement.

EXHIBIT D
LIST OF
CORPORATE DOCUMENTS

1.	a fax or pdf copy of the Deed of Incorporation;
2.	a fax or pdf copy of the Articles of Association;
3.	an original copy of an Extract in respect of the Company;
4.	an original copy of an Extract in respect of Core Laboratories International B.V.;
5.	a fax or pdf copy of the Resolutions[; and]
	[6. a fax or pdf copy of each Power of Attorney].

ANNEX 5(F)

OPINION OF DLA PIPER NEDERLAND B.V.

The statements in the Disclosure Package under “Certain Netherlands Tax Considerations” insofar as such statements constitute a summary of the documents or legal matters referred to therein, fairly present, in all material respects, the information called for with respect to such documents or legal matters.

EX-4.2

EXECUTION VERSION

CORE LABORATORIES LP,

as Issuer

CORE LABORATORIES N.V.,

as Guarantor

0.25% SENIOR EXCHANGEABLE NOTES DUE 2011

INDENTURE

Dated as of November 6, 2006

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Trustee

CROSS REFERENCE TABLE^*

TIA		INDENTURE
SECTION		SECTION
310	(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	N.A.**
	(a)(4)	N.A.
	(b)	7.08; 7.10
	(c)	N.A.
311	(a)	7.11
	(b)	7.11
	(c)	N.A.
312	(a)	2.05
	(b)	13.03
	(c)	13.03
313	(a)	7.06
	(b)(1)	N.A.
	(b)(2)	7.06
	(c)	13.02
	(d)	7.06
314	(a)	4.02; 13.02
	(b)	N.A.
	(c)(1)	13.04
	(c)(2)	13.04
	(c)(3)	N.A.
	(d)	N.A.
	(e)	13.05
	(f)	4.03
315	(a)	7.01
	(b)	7.05; 13.02
	(c)	7.01
	(d)	7.01
	(e)	6.11
316	(a)(last sentence)	2.08
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N.A.
	(b)	6.07
317	(a)(1)	6.08
	(a)(2)	6.09
	(b)	2.04
318	(a)	13.01

*	Note: This Cross Reference Table shall not, for any purpose, be deemed to be part of the Indenture
**	Note: N.A. means Not Applicable.

TABLE OF CONTENTS

			PAGE
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE			1
	SECTION 1.01.	Definitions	1
	SECTION 1.02.	Other Definitions	6
	SECTION 1.03.	Incorporation by Reference of Trust Indenture Act	7
	SECTION 1.04.	Rules of Construction	7
ARTICLE 2. THE SECURITIES			8
	SECTION 2.01.	Form and Dating	8
	SECTION 2.02.	Execution and Authentication	8
	SECTION 2.03.	Registrar, Paying Agent and Exchange Agent	9
	SECTION 2.04.	Paying Agent to Hold Cash and Securities in Trust	10
	SECTION 2.05.	Holder Lists	10
	SECTION 2.06.	Exchange and Registration of Transfer of Securities; Restrictions on Transfers; Depositary	10
	SECTION 2.07.	Replacement Securities	15
	SECTION 2.08.	Outstanding Securities; Determinations of Holders’ Action	16
	SECTION 2.09.	Temporary Securities	16
	SECTION 2.10.	Cancellation	17
	SECTION 2.11.	Persons Deemed Owners	17
	SECTION 2.12.	CUSIP Numbers	17
ARTICLE 3. PURCHASES			17
	SECTION 3.01.	Purchase at Option of the Holder Upon a Change in Control	17
	SECTION 3.02.	Effect of Change in Control Purchase Notice; Withdrawal	20
	SECTION 3.03.	Deposit of Change in Control Purchase Price	21
	SECTION 3.04.	Securities Purchased in Part	21
	SECTION 3.05.	Covenant to Comply with Securities Laws upon Purchase of Securities	22
	SECTION 3.06.	Repayment to the Company	22
ARTICLE 4. COVENANTS			22
	SECTION 4.01.	Payment of Securities	22
	SECTION 4.02.	Financial Information; SEC Reports	23
	SECTION 4.03.	Compliance Certificate	23
	SECTION 4.04.	Further Instruments and Acts	23
	SECTION 4.05.	Maintenance of Office or Agency	24
	SECTION 4.06.	Existence	24
	SECTION 4.07.	Payment of Additional Amounts	24
	SECTION 4.08.	Registration Rights	26
ARTICLE 5. SUCCESSOR CORPORATION			26
	SECTION 5.01.	When the Company and the Guarantor May Merge or Transfer Assets	26
i

			PAGE
	SECTION 5.02.	Successors Substituted	28
ARTICLE 6. DEFAULTS AND REMEDIES			28
	SECTION 6.01.	Events of Default	28
	SECTION 6.02.	Acceleration	29
	SECTION 6.03.	Other Remedies	30
	SECTION 6.04.	Waiver of Past Defaults	30
	SECTION 6.05.	Control by Majority	30
	SECTION 6.06.	Limitation on Suits	31
	SECTION 6.07.	Rights of Holders to Receive Payment	31
	SECTION 6.08.	Collection Suit by Trustee	31
	SECTION 6.09.	Trustee May File Proofs of Claim	31
	SECTION 6.10.	Priorities	32
	SECTION 6.11.	Undertaking for Costs	33
	SECTION 6.12.	Waiver of Stay, Extension or Usury Laws	33
ARTICLE 7. TRUSTEE			33
	SECTION 7.01.	Duties of Trustee	33
	SECTION 7.02.	Rights of Trustee	34
	SECTION 7.03.	Individual Rights of Trustee	36
	SECTION 7.04.	Trustee’s Disclaimer	36
	SECTION 7.05.	Notice of Defaults	36
	SECTION 7.06.	Reports by Trustee to Holders	37
	SECTION 7.07.	Compensation and Indemnity	37
	SECTION 7.08.	Replacement of Trustee	38
	SECTION 7.09.	Successor Trustee by Merger	39
	SECTION 7.10.	Eligibility; Disqualification	39
	SECTION 7.11.	Preferential Collection of Claims Against Company	39
ARTICLE 8. DISCHARGE OF INDENTURE			39
	SECTION 8.01.	Discharge of Liability on Securities	39
	SECTION 8.02.	Repayment to the Company	40
ARTICLE 9. AMENDMENTS			40
	SECTION 9.01.	Without Consent of Holders	40
	SECTION 9.02.	With Consent of Holders	41
	SECTION 9.03.	Compliance with Trust Indenture Act	42
	SECTION 9.04.	Revocation and Effect of Consents, Waivers and Actions	42
	SECTION 9.05.	Notation on or Exchange of Securities	42
	SECTION 9.06.	Trustee to Sign Supplemental Indentures	42
	SECTION 9.07.	Effect of Supplemental Indentures	42
ARTICLE 10. GUARANTEE OF SECURITIES			43
	SECTION 10.01.	Unconditional Guarantee	43
	SECTION 10.02.	Execution and Delivery of Notation of Guarantee	45
ii

			PAGE
ARTICLE 11. EXCHANGE			45
	SECTION 11.01.	Exchange Privilege	45
	SECTION 11.02.	Exchange Procedure	47
	SECTION 11.03.	Fractional Shares	48
	SECTION 11.04.	Taxes on Exchange	48
	SECTION 11.05.	Payment Upon Exchange	49
	SECTION 11.06.	Adjustment for Change in Capital Stock	49
	SECTION 11.07.	Adjustment for Rights or Warrants	50
	SECTION 11.08.	Adjustment for Other Distributions	50
	SECTION 11.09.	Adjustment to Exchange Rate upon a Change in Control	53
	SECTION 11.10.	Exchange After a Public Acquirer Change of Control	54
	SECTION 11.11.	When No Adjustment Required	55
	SECTION 11.12.	Notice of Adjustment	56
	SECTION 11.13.	Notice of Certain Transactions	56
	SECTION 11.14.	Effect of Reclassification, Consolidation, Merger or Transfer	56
	SECTION 11.15.	Company Determination Final	58
	SECTION 11.16.	Trustee’s Adjustment Disclaimer	58
	SECTION 11.17.	Simultaneous Adjustments	58
	SECTION 11.18.	Successive Adjustments	58
	SECTION 11.19.	Rights Issued In Respect of Common Shares Issued Upon Exchange	58
	SECTION 11.20.	Guarantor to Provide Common Shares	59
	SECTION 11.21.	General Considerations	60
ARTICLE 12. INTEREST			60
	SECTION 12.01.	Interest Payments	60
	SECTION 12.02.	Defaulted Interest; Interest Rights Preserved	60
ARTICLE 13. MISCELLANEOUS			61
	SECTION 13.01.	Trust Indenture Act	61
	SECTION 13.02.	Notices	61
	SECTION 13.03.	Communication by Holders with Other Holders	63
	SECTION 13.04.	Certificate and Opinion as to Conditions Precedent	63
	SECTION 13.05.	Statements Required in Certificate or Opinion	63
	SECTION 13.06.	Separability Clause	63
	SECTION 13.07.	Rules by Trustee, Paying Agent, Exchange Agent and Registrar	63
	SECTION 13.08.	Governing Law	64
	SECTION 13.09.	No Recourse Against Others	64
	SECTION 13.10.	Record Date for Vote or Consent of Securityholders	64
	SECTION 13.11.	Submission to Jurisdiction; Service of Process	64
	SECTION 13.12.	Successors	65
	SECTION 13.13.	Multiple Originals	65
EXHIBIT A            FORM OF SECURITY
iii

     INDENTURE, dated as of November 6, 2006, among Core Laboratories LP, a Delaware limited partnership (the “Company”), Core Laboratories N.V., a Netherlands limited liability company (the “Guarantor”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).

     Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Company’s 0.25% Senior Exchangeable Notes Due 2011:

ARTICLE 1.
DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01. Definitions.

     “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting stock, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

     “Agent” means any Registrar or Paying Agent.

     “Applicable Exchange Rate” means the Exchange Rate on any Trading Day, as adjusted in accordance with Article 11.

     “Bankruptcy Law” means Title 11, United States Code, or any similar Federal or state law or any similar Dutch or other foreign law for the relief of debtors.

     “Board of Directors” means with respect to the Company, either the board of directors of the Company or the General Partner or, in the case of the Guarantor, the board of supervisory directors of the Guarantor, or in each case any duly authorized committee of such board.

     “Business Day” means each day of the year on which banking institutions are not required or authorized to close in The City of New York, Houston, Texas or the city in which the Corporate Trust Office is located.

     “Common Shares” means any capital stock of any class of the Guarantor which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Guarantor and which is not subject to redemption by the Guarantor. Subject to the provisions of Section 11.14 hereof, however, shares issuable upon exchange of the Securities shall include only Common Shares, par value of EUR $0.04 per share, of the Guarantor as such class of shares exists on the date of this Indenture or shares of any class or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Guarantor and which are not subject to redemption by the Guarantor; provided that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable pursuant to the terms

1

hereof shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

     “Company” means the party named as the “Company” in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any subsequent such successor or successors.

     “Company Order” means a written request or order signed in the name of the General Partner on behalf of the Company, by the General Partner’s Chairman of the Board, a Vice Chairman, the Chief Executive Officer, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Controller, an Assistant Controller, its Corporate Secretary or an Assistant Corporate Secretary, and delivered to the Trustee.

     “Corporate Trust Office” means the designated office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office is, at the date as of which this Indenture is dated, located at 1445 Ross Avenue, 2nd Floor, Dallas, Texas 75202, Attention: Corporate Trust Services.

     “Custodian” shall mean the Trustee, as custodian with respect to the Securities in global form, or any successor entity thereto.

     “Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

     “Depositary” means, with respect to the Securities issuable or issued in whole or in part in global form, the Person specified in Section 2.06 as the Depositary with respect to the Securities, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “Depositary” shall mean or include such successor.

     “Dollars” or “$” means the lawful currency of the United States of America.

     “Ex-Dividend Date” means the first date upon which a sale of the Common Shares will not automatically transfer the right to receive a distribution described in Section 11.01(b) or 11.08 hereof from the seller of the Common Shares to its buyer.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

     “General Partner” means Core Laboratories, LLC, the general partner of the Company, or any successor general partner of the Company.

     “Guarantor” means the party named as the “Guarantor” in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture, and thereafter “Guarantor” shall mean such successor. The foregoing sentence shall likewise apply to any subsequent such successor or successors.

2

     “Holder” means a Person in whose name a Security is registered on the Registrar’s books.

     “Indenture” means this Indenture, as amended or supplemented from time to time in accordance with the terms hereof.

     “Initial Purchasers” means Lehman Brothers Inc., Banc of America Securities LLC, Wells Fargo Securities, LLC and Comerica Securities, Inc.

     “Interest Payment Date” shall have the meaning assigned to such term in paragraph 1 of the securities.

     “Issue Date” of any Security means November 6, 2006.

     “Legal Holiday” is any day other than a Business Day. If any specified date (including a date for giving notice) is a Legal Holiday, the action shall be taken on the next succeeding date that is not a Legal Holiday, and to the extent applicable no interest, if any, shall accrue for the intervening period.

     “Market Disruption Event” means the occurrence or existence for more than a one-half hour period in the aggregate on any scheduled Trading Day for Common Shares of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by The New York Stock Exchange or otherwise) in the Common Shares or in any options, contracts or futures contracts relating to the Common Shares and such suspension or limitation occurs or exists at any time before 1:00 p.m., (New York City time) on such day.

     “Market Price” means, as of any date of determination, the average of the Sale Prices of the Common Shares for the five Trading Day period ending on the Business Day prior to the applicable date of determination (if the Business Day prior to the applicable date of determination is a Trading Day or, if it is not a Trading Day, then on the last Trading Day prior to such Business Day), appropriately adjusted to take into account the occurrence, during the period commencing on the first of such Trading Days during such five Trading Day period and ending on such date of determination, of any event described in Section 11.06, 11.07 or 11.08 hereof. Notwithstanding the foregoing, for purposes of the adjustment to the Exchange Rate described in Section 11.08(c), Market Price of the Common Shares means the average Sale Price of the Common Shares for the 20 Trading Day period ending on the Trading Day prior to the Ex-Dividend Date.

     “NYSE” means the New York Stock Exchange.

     “Officer” means the Chairman of the Board, any Vice Chairman, any Managing Director, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Chief Accounting Officer, the Treasurer, the Controller or the Secretary or any Assistant Treasurer or Assistant Secretary of a Person or any other individual designated by that Person as an “Officer.” With respect to the Company, the term Officer includes any Officer of the General Partner. With respect to the Guarantor, the term Officer includes any Officer of Core Laboratories International, B.V., which is sole managing director of the Guarantor (or any Officer of any successor sole managing director of the Guarantor).

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     “Officer’s Certificate” means a written certificate signed in the name of a Person by two Officers of a Person, one of whom must be the Person’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Vice President.

     “Opinion of Counsel” means a written opinion containing the information specified in Sections 13.04 and 13.05, from legal counsel. The counsel may be an employee of, or counsel to, the Company.

     “Person” means any individual, corporation, partnership, limited liability company, exempted company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof or other entity of any kind.

     “Principal” or “Principal Amount” of a Security means the principal amount as set forth on the face of such Security, or on Schedule A thereto in the case of a Security in global form.

     “Public Acquirer Change in Control” means a Change in Control (regardless of whether such transaction is excluded from the definition thereof by reason of the last paragraph of Section 3.01(a)) in which the acquirer has a class of common stock (or depository shares or receipts in respect thereof) traded on a U.S. national securities exchange or that will be so traded when issued or exchanged in connection with such Change in Control. If an acquirer does not itself have a class of common stock (or such depositary shares or receipts) satisfying the foregoing requirement, it will be deemed to have Public Acquirer Common Stock if a corporation that directly or indirectly owns at least a majority of the acquirer has a class of common stock or depositary shares or receipts satisfying the foregoing requirement, provided that such corporation fully and unconditionally guarantees the Securities, in which case all references to Public Acquirer Common Stock will refer to such class of common stock. Majority owned for these purposes means having “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of all shares of the respective entity’s capital stock that are entitled to vote generally in the election of directors.

     “QIB” means “qualified institutional buyer” as that term is defined in Rule 144A.

     “Registration Rights Agreement” means the Registration Rights Agreement dated as of November 6, 2006 among the Company, the Guarantor and the Initial Purchasers.

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

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

     “Sale Price of the Common Shares” means, on any date, the closing sale price per Common Share, or if no closing sale price is reported, the average bid and asked prices or, if more than one in either case, the average of the average bid and average asked prices, on such date as reported in transactions for the principal U.S. securities exchange on which the Common Shares are traded, in each case without reference to after-hours or extended market trading. If the Common Shares are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “sale price” shall be the last quoted bid price for Common Shares in the over-the-counter market on the relevant date as reported by Pink Sheets LLC or similar

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organization selected by the Company. If the Common Shares are not so quoted, the “sale price” will be the average of the mid-point of the last bid and asked prices for the Common Shares on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

     “SEC” or “Commission” means the Securities and Exchange Commission or any successor entity.

     “Securities” means the Company’s 0.25% Senior Exchangeable Notes Due 2011 issued hereunder.

     “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

     “Stated Maturity,” when used with respect to any Security, means October 31, 2011.

     “Taxes” means any tax, duty, levy, impost, assessment or other governmental charge of whatever nature imposed or levied by or on behalf of the Government of The Netherlands or any political subdivisions thereof or by an authority or agency therein or thereof having the power to tax, including any interest, penalties or other charges in respect thereof.

     “TIA” means the Trust Indenture Act of 1939, as amended, as in effect on the date of this Indenture, except as provided in Section 9.03.

     “Trading Day” means a day during which (i) there is no Market Disruption Event and (ii) the NYSE or, if the Common Shares are not quoted on the NYSE, the principal U.S. national or regional securities exchange on which the Common Shares are listed, is open for trading or, if the Common Shares are not so listed, admitted for trading or quoted, any Business Day. A “Trading Day” only includes those days that have a scheduled closing time of 4:00 p.m. (New York City time) or the then standard closing time for regular trading on the relevant exchange or trading system.

     “Trading Price” with respect to any Securities on any date of determination means the average of the secondary market bid quotations per $1,000 principal amount of Securities obtained by the Trustee for $5,000,000 principal amount of the Securities at approximately 3:30 p.m., New York City time, on such determination date from three independent nationally recognized securities dealers selected by the Company, provided that if three such bids cannot reasonably be obtained by the Trustee, but two such bids are obtained, then the average of the two bids shall be used, and if only one such bid can reasonably be obtained by the Trustee, this one bid shall be used. If the Trustee cannot reasonably obtain at least one bid for $5,000,000 principal amount of the Securities from a nationally recognized securities dealer, then the trading price per $1,000 principal amount of the Securities will be deemed to be less than 95% of the product of the Sale Price of the Common Shares and the then Applicable Exchange Rate.

     “Trust Officer” means the officer in the Corporate Trust Services department of the Trustee having direct responsibility for administration of this Indenture.

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     “Trustee” means the party named as the “Trustee” in the first paragraph of this Indenture until a successor replaces it pursuant to the applicable provisions of this Indenture and, thereafter, shall mean such successor. The foregoing sentence shall likewise apply to any subsequent such successor or successors.

     “Voting Stock” means stock of any class or classes, however designated, having ordinary voting power for the election of a majority of the board of directors of a corporation, other than stock having such power only by reason of the occurrence of a contingency.

     SECTION 1.02. Other Definitions.

	DEFINED
TERM	IN SECTION
“95% Trading Exception”		11.01	(e)
“Additional Amounts”		4.07
“Change in Control”		3.01	(a)
“Change in Control Purchase Date”		3.01	(a)
“Change in Control Purchase Notice”		3.01	(b)
“Change in Control Purchase Price”		3.01	(a)
“Change in Control Purchase Right”		3.01	(a)
“Daily Exchange Value”		11.05
“Daily Settlement Amount”		11.05
“Defaulted Interest”		12.02
“Distributed Securities”		11.08	(a)
“Event of Default”		6.01
“Exchange Agent”		2.03
“Exchange Date”		11.02
“Exchange Price”		11.01
“Exchange Property”		11.14	(b)
“Exchange Rate”		11.01
“Exchange Reference Period”		11.05
“Excluded Holder”		4.07
“Expiration Time”		11.08	(d)
“Guarantee”		10.01	(a)
“Indenture Obligations”		10.01	(a)
“Liquidated Damages”		4.08	(a)
“Make-Whole Shares”		11.09	(a)
“Notice of Default”		6.01
“Offer Consideration”		11.08	(d)
“Option to Elect Purchase Upon a Change in Control”		3.01	(c)
“Paying Agent”		2.03
“Purchase Agreement”		2.02
“Purchased Shares”		11.08	(d)
“Registrar”		2.03
“Required Cash Amount”		11.05	(a)
“Remaining Shares”		11.05	(b)

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	DEFINED
TERM	IN SECTION
“Restricted Securities”		2.06	(c)
“Restricted Security Legend”		2.06	(c)
“Share Price”		11.09	(a)
“Shelf Registration Statement”		4.08	(a)
“Special Interest Record Date”		12.02
“Territory”		4.07
“Trigger Event”		11.19
“Volume Weighted Average Price”		11.05

     SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

     “Commission” means the SEC.

     “Indenture Securities” means the Securities and the Guarantee.

     “Indenture Security Holder” means a Holder.

     “Indenture to be Qualified” means this Indenture.

     “Indenture Trustee” or “Institutional Trustee” means the Trustee.

     “Obligor” on the indenture Securities means the Company.

     All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rules have the meanings assigned to them by such definitions.

     SECTION 1.04. Rules of Construction.

     Unless the context otherwise requires:

(1)	a term has the meaning assigned to it;
(2)	an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles in the United States of America as in effect from time to time;
(3)	“or” is not exclusive;
(4)	“including” means including, without limitation;
(5)	the term “merger” includes a statutory compulsory share exchange and a conversion of a corporation into a limited liability company, a partnership or other entity and vice versa;

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(6)	references to statutes, rules or regulations include any successor statute, rule or regulation, as the case may be;
(7)	the masculine gender includes the feminine and the neuter; and
(8)	words in the singular include the plural, and words in the plural include the singular.

ARTICLE 2.
THE SECURITIES

     SECTION 2.01. Form and Dating.

     Other than as provided in Section 2.06, the Securities, any notations thereon relating to the Guarantee and the Trustee’s certificate of authentication for the Securities shall be substantially in the form of Exhibit A, which is a part of this Indenture. In addition to such legends as may be required by Section 2.06, the Securities may have notations, legends or endorsements required by law, stock exchange rule or usage, provided that any such notation, legend or endorsement required by usage is in a form acceptable to the Company. The Company shall provide any such notations, legends or endorsements to the Trustee in writing. Each Security shall be dated the date of its authentication.

     Any Security in global form shall represent such of the outstanding Securities as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Securities from time to time endorsed thereon and that the aggregate amount of outstanding Securities represented thereby may from time to time be increased or reduced to reflect transfers or exchanges permitted hereby. Any endorsement of a Security in global form to reflect the amount of any increase or decrease in the Principal Amount of outstanding Securities represented thereby shall be made by the Trustee or the Custodian, at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Security in accordance with this Indenture. Payment of Principal Amount, interest, Change in Control Purchase Price, or Additional Amounts, if any, on any Security in global form shall be made to the Holder of such Security.

     SECTION 2.02. Execution and Authentication.

     The Securities shall be executed on behalf of the Company by one Officer of the Company or the General Partner. The signature of an Officer on the Securities may be manual or facsimile.

     Securities bearing the manual or facsimile signatures of individuals who were at any time the proper Officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of authentication of such Securities.

     No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially

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in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder.

     The Trustee shall authenticate and deliver Securities for original issue in an aggregate Principal Amount of up to $250,000,000 upon a Company Order without any further action by the Company (or an aggregate Principal Amount not to exceed $300,000,000 if the option to purchase additional Securities set forth in Section 2 of the Purchase Agreement dated October 31, 2006 (as amended from time to time, the “Purchase Agreement”) by and among the Company, the Guarantor and the Initial Purchasers is exercised in full). Such order shall specify the amount of the Securities to be authenticated and the date of original issue thereof. In authenticating such Securities, the Trustee shall be entitled to receive, and shall be entitled to rely upon, an Opinion of Counsel substantially to the effect that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

     The aggregate Principal Amount of Securities outstanding at any time may not exceed the aggregate Principal Amount of Securities authorized for issuance by the Company pursuant to one or more written orders of the Company, except as provided in Section 2.07.

     The Securities shall be issued only in registered form without coupons and only in denominations of $1,000 Principal Amount and any integral multiple of $1,000.

     The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company, the Guarantor or any of their respective Affiliates.

     SECTION 2.03. Registrar, Paying Agent and Exchange Agent.

     The Company shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (“Registrar”), an office or agency where Securities may be presented for purchase or payment (“Paying Agent”) and an office or agency where Securities may be presented for exchange pursuant to Article 11 hereof (“Exchange Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-registrars, one or more additional paying agents and one or more additional exchange agents. The term Paying Agent includes any additional paying agent. The term Exchange Agent includes any additional exchange agent, including any named in accordance with the provisions hereof.

     The Company shall enter into an appropriate agency agreement with any Registrar, Paying Agent, Exchange Agent or co-registrar (if not the Trustee or an Affiliate of the Trustee).

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The agreement shall implement the provisions of this Indenture that relate to such agent and the relevant Security. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar, Paying Agent or Exchange Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07 hereof. The Company, the Guarantor or an Affiliate of the Company or the Guarantor may act as Paying Agent, Registrar, Exchange Agent or co-registrar.

     The Company initially appoints the Trustee as Registrar, Exchange Agent and Paying Agent in connection with the Securities.

     SECTION 2.04. Paying Agent to Hold Cash and Securities in Trust.

     Except as otherwise provided herein, prior to 10:00 a.m., New York City time, on each due date of payments in respect of any Security, the Company shall deposit with the Paying Agent cash, or Common Shares sufficient to make such payments when such payments are due. The Company shall require the Paying Agent (if not the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all cash and Common Shares held by the Paying Agent for the making of payments in respect of the Securities and shall notify the Trustee of any default by the Company in making any such payment. At any time during the continuance of any such default, the Paying Agent shall, upon the written request of the Trustee, forthwith pay to the Trustee all cash and Common Shares so held in trust. If the Company, the Guarantor or an Affiliate of the Company or the Guarantor acts as Paying Agent, it shall segregate the cash and Common Shares held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require the Paying Agent to pay all cash and Common Shares held by it to the Trustee and to account for any funds and Common Shares disbursed by it. Upon doing so, the Paying Agent shall have no further liability for such cash or Common Shares.

     SECTION 2.05. Holder Lists.

     The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Company shall cause to be furnished to the Trustee at least semiannually on April 10 and October 10 a listing of Holders dated within 10 days of the date on which the list is furnished and at such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Holders.

     SECTION 2.06. Exchange and Registration of Transfer of Securities; Restrictions on Transfers; Depositary.

          (a) Upon surrender for registration of transfer of any Security at any office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.03 hereof and satisfaction of the requirements for such transfer set forth in this Section 2.06, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of any authorized denominations and of a like aggregate Principal Amount and bearing such restrictive legends as may be required by this Indenture.

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          Securities may be exchanged for a like aggregate Principal Amount of Securities of other authorized denominations. Securities to be exchanged shall be surrendered at any office or agency to be maintained by the Company designated as Registrar or co-registrar pursuant to Section 2.03 hereof and the Company shall execute and register, and the Trustee shall authenticate and deliver in exchange therefor, the Security or Securities which the Holder making the exchange shall be entitled to receive, bearing registration numbers not contemporaneously outstanding.

          All Securities presented for registration or transfer or for exchange into like Securities, purchase, or exchange pursuant to Article 11 hereof or payment shall (if so required by the Company, the Trustee, the Registrar or any co-registrar) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee, duly executed by the Holder or such Holder’s attorney duly authorized in writing.

          No service charge shall be charged to the Holder for any exchange for like Securities or registration of transfer of Securities, but the Company may require payment of a sum sufficient to cover any tax, assessments or other governmental charges that may be imposed in connection therewith.

          None of the Company, the Trustee, the Registrar or any co-registrar shall be required to exchange for like Securities or register a transfer of (a) any Securities or portion thereof surrendered for exchange pursuant to Article 11 hereof, or (b) any Securities or portion thereof surrendered for purchase (and not withdrawn) pursuant to Section 3.01 hereof.

          All Securities issued upon any transfer or exchange for like Securities shall be valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Securities surrendered upon such exchange or transfer.

          (b) So long as the Securities are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, all Securities that are so eligible may be represented by a Security in global form registered in the name of the Depositary or the nominee of the Depositary, except as otherwise specified below. The transfer and exchange of beneficial interests in such Security in global form shall be effected through the Depositary in accordance with this Indenture and the procedures of the Depositary therefor.

          Any Security in global form may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Indenture as may be required by the Custodian, the Depositary or by the National Association of Securities Dealers, Inc. in order for the Securities to be tradeable on any market developed for trading securities pursuant to Rule 144A or required to comply with any applicable law or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which the Securities may be listed or traded or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Securities are subject.

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          (c) Every Security that bears or is required under this Section 2.06(c) to bear the Restricted Securities Legend (together with any Common Shares issued upon exchange of the Securities and required to bear the legend set forth in Section 2.06(d), collectively, the “Restricted Securities”) shall be subject to the restrictions on transfer set forth in this Section 2.06(c) (including those set forth in the legend set forth below) unless such restrictions on transfer shall be waived by written consent of the Company, and the Holder of each such Transfer Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in Sections 2.06(c) and 2.06(d), the term “transfer” encompasses any sale, pledge, transfer or other disposition whatsoever of any Restricted Security.

          Until transferred under Rule 144(k) under the Securities Act (or any successor provision), any certificate evidencing such Security (and all securities issued in exchange therefor or substitution thereof, other than Common Shares issued upon exchange or purchase thereof, which shall bear the legend set forth in Section 2.06(d) if applicable) shall bear a legend in substantially the form set forth on the face of the Security in Exhibit A (the “Restricted Security Legend”), unless such Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer), or unless otherwise agreed by the Company in writing, with written notice thereof to the Trustee.

          Any Security (or security issued in exchange or substitution therefor) as to which the conditions for removal of the Restricted Security Legend have been satisfied may, upon surrender of such Security for exchange to the Registrar in accordance with the provisions of this Section 2.06, be exchanged for a new Security or Securities, of like tenor and aggregate Principal Amount, which shall not bear the Restricted Security Legend required by this Section 2.06(c).

          Notwithstanding any other provisions of this Indenture (other than the provisions set forth in Section 2.06(b) and in this Section 2.06(c)), a Security in global form may not be transferred as a whole or in part except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

          The Depositary shall be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary. Initially, one or more Securities in global form shall be issued to the Depositary, registered in the name of Cede & Co., as the nominee of the Depositary, and deposited with the Custodian for Cede & Co.

          If at any time the Depositary for a Security in global form notifies the Company that it is unwilling or unable to continue as Depositary for such Security, the Company may appoint a successor Depositary with respect to such Security. If a successor Depositary is not appointed by the Company within 90 days after the Company receives such notice, or if an Event of Default occurs and the Depositary elects to cause the Securities to be issued in certificated form, the Company will execute, and the Trustee, upon receipt of an Officers’ Certificate for the authentication and delivery of Securities, will authenticate and deliver, Securities in certificated

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or definitive form, in aggregate Principal Amount equal to the Principal Amount of the Security in global form, in exchange for such Security in global form.

          Securities in certificated form issued in exchange for all or a part of a Security in global form pursuant to this Section 2.06 shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee. Upon execution and authentication, the Trustee shall deliver such Securities in certificated form to the persons in whose names such Securities in certificated form are so registered.

          At such time as all interests in a Security in global form have been exchanged pursuant to Article 11 hereof, canceled or purchased or exchanged for Securities in certificated form, or transferred to a transferee who receives Securities in certificated form, such Security in global form shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the Custodian. At any time prior to such cancellation, if any interest in a Security in global form is exchanged for Securities in certificated form, exchanged pursuant to Article 11 hereof, purchased or canceled, the Principal Amount of the Security in global form shall, in accordance with the standing procedures and instructions existing between the Depositary and the Custodian, be appropriately reduced and an endorsement shall be made on such Security in global form, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction.

          (d) Until transferred under Rule 144(k) under the Securities Act (or any successor provision), any certificate representing Common Shares issued upon exchange of any Security shall bear a legend in substantially the following form, unless such Common Shares have been originally issued upon exchange of Securities that have been transferred pursuant to Rule 144 under the Securities Act or sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such issuance or sale), or unless otherwise agreed by the Company in writing with written notice thereof to the transfer agent for the Common Shares:

THE COMMON SHARES EVIDENCED HEREBY WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS COMMON SHARE IS HEREBY NOTIFIED THAT THE SELLER OF THIS COMMON SHARE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS COMMON SHARE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THE CORE LAB’S COMMON SHARES ISSUABLE UPON EXCHANGE OF THE NOTES HEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO CORE LABORATORIES LP OR TO CORE LABORATORIES N.V. OR

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ANY SUBSIDIARY THEREOF, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (III) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144A OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF THE CASES (I) THROUGH (IV) ABOVE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER THE COMMON SHARES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE, AND IN EACH OF THE FOREGOING CASES (OTHER THAN A TRANSFER PURSUANT TO CLAUSE (A)(IV) ABOVE), TO REQUIRE SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES EXCEPT AS PERMITTED UNDER THE SECURITIES ACT. THIS LEGEND WILL BE REMOVED UPON THE EARLIER OF THE TRANSFER HEREOF PURSUANT TO CLAUSE (IV) ABOVE OR UPON ANY TRANSFER HEREOF AFTER THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO THE SALES OF THE SECURITIES EVIDENCED HEREBY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION).

          Any such Common Shares as to which such restrictions on transfer shall have expired in accordance with their terms or as to which the conditions for removal of the foregoing legend set forth therein have been satisfied may, upon surrender of the certificates representing such Common Shares for exchange in accordance with the procedures of the Transfer Agent for the Common Shares, be exchanged for a new certificate or certificates for a like number of Common Shares, which shall not bear the restrictive legend required by this Section 2.06(d).

          (e) Any Security that, prior to the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act, is purchased or owned by the Company, the Guarantor or any Affiliate of the Company or the Guarantor may not be resold by the Guarantor, the Company or such Affiliate unless registered under the Securities Act or resold pursuant to an exemption from the registration requirements of the Securities Act in a transaction which results in such Security no longer being “restricted securities” (as defined under Rule 144).

          (f) Each Holder of a Security agrees to indemnify the Guarantor, the Company and the Trustee against any liability that may result from the transfer, exchange or

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assignment of such Holder’s Security in violation of any provision of this Indenture and/or applicable United States Federal or state securities laws or foreign securities laws.

          The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depositary participants or beneficial owners of interests in a Security in global form) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

     SECTION 2.07. Replacement Securities.

     If (a) any mutilated Security is surrendered to the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save the Company and the Trustee harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and, upon its written request, the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and Principal Amount, bearing a number not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3 hereof, or exchanged pursuant to Article 11 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, or the Guarantor may issue the underlying Securities, as the case may be.

     Upon the issuance of any new Securities under this Section 2.07, the Company may, as a condition to such issuance, require the payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

     Every new Security issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.

     The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

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     SECTION 2.08. Outstanding Securities; Determinations of Holders’ Action.

     Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those paid pursuant to Section 4.01 hereof, those exchanged pursuant to Article 11 hereof, those replaced or paid pursuant to Section 2.07 hereof and those described in this Section 2.08 as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate thereof holds the Security; provided, however, that in determining whether the Holders of the requisite Principal Amount of Securities have given or concurred in any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company or any Affiliate of the Company shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which the Trust Officer actually knows to be so owned shall be so disregarded unless written notice of such ownership is received by the Trustee at the Corporate Trust Office of the Trustee in accordance with Section 13.02 hereof and such notice references the Securities and this Indenture. Subject to the foregoing, only Securities outstanding at the time of such determination shall be considered in any such determination (including determinations pursuant to Articles 6 and 9 hereof).

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

     If the Paying Agent holds, in accordance with this Indenture, by 10:00 a.m., New York City time, on the Business Day following a Change in Control Purchase Date, or on Stated Maturity, cash or securities, if permitted hereunder, sufficient to pay all Securities payable on that date, then on and after that date such Securities shall cease to be outstanding and interest and Additional Amounts, if any, on such Securities shall cease to accrue.

     If a Security is exchanged in accordance with Article 11 hereof, then from and after such exchange such Security shall cease to be outstanding and interest and Additional Amounts, if any, shall cease to accrue on such Security.

     SECTION 2.09. Temporary Securities.

     Pending the preparation of definitive Securities, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as conclusively evidenced by their execution of such Securities.

     If temporary Securities are issued, the Company shall cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for such purpose

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pursuant to Section 2.03 hereof, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like Principal Amount of definitive Securities of authorized denominations. Until so exchanged, the temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities.

     SECTION 2.10. Cancellation.

     All Securities surrendered for payment, purchase, exchange pursuant to Article 11 hereof or registration of transfer or exchange for the Securities shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee. The Company may not issue new Securities to replace Securities it has paid for or delivered to the Trustee for cancellation or that any Holder has exchanged pursuant to Article 11 hereof. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section 2.10, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures.

     SECTION 2.11. Persons Deemed Owners.

     Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of Principal Amount, interest, Change in Control Purchase Price and Additional Amounts, if any, in respect thereof, for the purpose of exchange and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Guarantor, the Trustee or any agent of the Company, the Guarantor or the Trustee shall be affected by notice to the contrary.

     SECTION 2.12. CUSIP Numbers.

     The Company in issuing the Securities may use CUSIP numbers (if then generally in use), and the Company will promptly notify the Trustee of any change in the CUSIP numbers.

ARTICLE 3.
PURCHASES

     SECTION 3.01. Purchase at Option of the Holder Upon a Change in Control.

          (a) In the event any Change in Control (as defined below) shall occur prior to the Stated Maturity, each Holder shall have the right (the “Change in Control Purchase Right”), at the Holder’s option, to require the Company to purchase any or all of such Holder’s Securities (or portions thereof that are integral multiples of $1,000 of Principal Amount), on a date selected by the Company (the “Change in Control Purchase Date”), which Change in Control Purchase Date shall be no later than 35 Trading Days after the date of the Change in Control Purchase Notice (as defined below) and no earlier than 20 Trading Days after the date the Change in Control Purchase Notice is mailed in accordance with Section 3.01(b), at a purchase price

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payable in cash (the “Change in Control Purchase Price”) equal to 100% of the Principal Amount of the Notes to be Purchased plus any accrued and unpaid interest, if any, and Additional Amounts, if any, to, but excluding, the Change in Control Purchase Date; provided that if such Change in Control Purchase Date falls after an Interest Record Date and on or prior to the corresponding Interest Payment Date, then the interest payable on such Interest Payment Date shall be paid to the Holders of record of the Securities on the preceding Interest Record Date instead of the holders surrendering the Securities for purchase.

     A “Change in Control” shall be deemed to have occurred at such time as either of the following events shall occur:

          (i) any person or group, other than the Guarantor, its subsidiaries or any employee benefits plan of the Guarantor or its subsidiaries, files a Schedule 13D or Schedule TO (or any successor schedule, form or report) pursuant to the Exchange Act, disclosing that such person or group has become the beneficial owner of shares with a majority of the total voting power of the Common Shares; or

          (ii) the Guarantor consolidates with or merges with or into another person or sells, conveys, transfers or leases all or substantially all of its properties and assets to any person (other than a subsidiary of the Guarantor) or any person (other than a subsidiary of the Guarantor) consolidates with or merges with or into the Guarantor, and the outstanding Common Shares are reclassified into, converted for or converted into the right to receive any other property or security, provided that none of these circumstances will be a Change in Control if persons that beneficially own the Common Shares immediately prior to the transaction own, directly or indirectly, a majority of the total voting power of all outstanding common shares of the surviving or transferee person immediately after the transaction in substantially the same proportion as their ownership of the Guarantor’s Voting Stock immediately prior to the transaction.

     In addition to the foregoing, solely for purposes the foregoing provisions of this Section 3.01, and not for purposes of Section 11.09, the following shall also be deemed to be a Change in Control:

          (A) the Guarantor’s shareholders approve any plan or proposal for the liquidation or dissolution of the Guarantor; or

          (B) the Common Shares (or other common stock or depositary shares or receipts into which the Securities are then exchangeable) cease to be listed on a national securities exchange or quoted on another established automated over-the-counter trading market in the United States.

     For purposes of defining a Change in Control:

          (x) the term “person” and the term “group” have the meanings given by Section 13(d) and 14(d) of the Exchange Act or any successor provisions;

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          (y) the term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act or any successor provision; and

          (z) the term “beneficial owner” is determined in accordance with Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions, except that a person will be deemed to have beneficial ownership of all shares that person has the right to acquire irrespective of whether that right is exercisable immediately or only after the passage of time.

     Notwithstanding the foregoing, it will not constitute a Change in Control if at least 90% of the consideration for the Common Shares (excluding cash payments for fractional shares and cash payments made in respect of dissenter’s appraisal rights and cash payments of the Required Cash Amount, if any) in the transaction or transactions constituting the Change in Control transaction consists of common stock (or depositary shares or receipts evidencing common stock) traded on a United States national securities exchange or which will be so traded or quoted when exchanged in connection with the Change in Control transaction, and as a result of such transaction or transactions the Securities become exchangeable into such consideration.

          (b) The Company, or at its request (which must be received by the Trustee at least three Business Days prior to the date the Trustee is requested to give such notice as described below) the Trustee in the name of and at the expense of the Company, shall mail to all Holders of record of the Securities a notice (a “Change in Control Purchase Notice”) of the occurrence of a Change in Control and of the purchase right arising as a result thereof on or before the 30th day after the Change in Control. The Company shall deliver a copy of the Change in Control Purchase Notice to the Trustee.

     Each Change in Control Purchase Notice shall state:

          (1) briefly the event(s) causing the Change in Control;

          (2) the effective date of such Change in Control;

          (3) the Change in Control Purchase Date;

          (4) the last date on which a Holder may exercise its Change in Control Purchase Right pursuant to this Section 3.01;

          (5) the Change in Control Purchase Price;

          (6) the names and addresses of the Paying Agent and the Exchange Agent;

          (7) a description of the procedures which a Holder must follow to exercise its Change in Control Purchase Right;

          (8) the then-current Exchange Rate and any adjustments thereto, including the number of Make-Whole Shares issuable with respect to such exchange;

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          (9) that Securities with respect to which a Holder has elected to exercise its Change in Control Purchase Right may be exchanged pursuant to Article 11 only if the Option to Elect Purchase Upon a Change in Control has been withdrawn in accordance with Section 3.02;

          (10) that the Change in Control Purchase Price for any Security as to which an Option to Elect Purchase Upon a Change in Control has been duly given and not withdrawn, together with any accrued interest payable with respect thereto, will be paid on or prior to the third Trading Day following the later of the Change in Control Purchase Date and the time of surrender of such Security;

          (11) briefly, the exchange rights of the Securities;

          (12) the procedures for withdrawing an Option to Elect Purchase upon a Change in Control;

          (13) that, unless the Company defaults in making payment of such Change in Control Purchase Price and interest due, if any, interest on the Securities surrendered for purchase will cease to accrue on and after the Change in Control Purchase Date; and

          (14) the CUSIP number or numbers, as the case may be, of the Securities.

     No failure of the Company to give a Change in Control Purchase Notice shall limit any Holder’s right to exercise a Change in Control Purchase Right.

          (c) For a Security to be so purchased at the option of the Holder, the Paying Agent must receive such Security with the form entitled “Option to Elect Purchase Upon a Change in Control” on the reverse thereof duly completed, together with such Security duly endorsed for transfer, no later than the close of business on the third Business Day immediately preceding the Change in Control Purchase Date. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Security for purchase shall be determined by the Company, whose determination shall be final and binding.

     SECTION 3.02. Effect of Change in Control Purchase Notice; Withdrawal.

     Upon receipt by the Paying Agent of the Option to Elect Purchase Upon a Change in Control specified in Section 3.01(c) hereof, the Holder of the Security in respect of which such Option to Elect Purchase Upon a Change in Control was given shall (unless such Option to Elect Purchase Upon a Change in Control is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the Change in Control Purchase Price with respect to such Security, including accrued and unpaid interest, if any. Such Change in Control Purchase Price, including accrued and unpaid interest, if any, subject to the provision at the end of Section 3.01(a), shall be paid to such Holder no later than the third Trading Day following the later of (x) the Change in Control Purchase Date with respect to such Security (provided the conditions in Section 3.01(c) hereof have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the Holder thereof in the manner required by Section 3.01(c)

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hereof. Securities in respect of which an Option to Elect Purchase Upon a Change in Control has been given by the Holder thereof may not be exchanged pursuant to Section 11 hereof or after the date of the delivery of such Option to Elect Purchase Upon a Change in Control unless such Option to Elect Purchase Upon a Change in Control has first been validly withdrawn as specified in the following two paragraphs.

     An Option to Elect Purchase Upon a Change in Control may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent at any time prior to the close of business on the Change in Control Purchase Date to which it relates specifying:

          (1) the name of the Holder,

          (2) a statement that the Holder is withdrawing its Option to Elect Purchase upon a Change in Control,

          (3) the certificate number of any certificated Security in respect of which such notice of withdrawal is being submitted or notice compliant with relevant DTC procedures, if the Securities are not certificated,

          (4) the Principal Amount of the Security with respect to which such notice of withdrawal is being submitted, and

          (5) the Principal Amount, if any, of such Security which remains subject to the original Option to Elect Purchase Upon a Change in Control and which has been or will be delivered for purchase by the Company.

     There shall be no purchase of any Securities pursuant to Section 3.01 hereof if there has occurred (prior to, on or after, as the case may be, the giving, by the Holders of such Securities, of the required Option to Elect Purchase Upon a Change in Control) and is continuing an Event of Default (other than a default in the payment of the Change in Control Purchase Price with respect to such Securities).

     SECTION 3.03. Deposit of Change in Control Purchase Price.

     At or before 10:00 a.m., New York City time, on or prior to the third Business Day following a Change in Control Purchase Date, the Company shall deposit with the Trustee or with the Paying Agent (or, if the Company or an Affiliate of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section 2.04 hereof) an amount of cash sufficient to pay the aggregate Change in Control Purchase Price of all the Securities or portions thereof which are to be purchased as of such Change in Control Purchase Date.

     SECTION 3.04. Securities Purchased in Part.

     Any Security that is to be purchased only in part shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without

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service charge, a new Security or Securities, of any authorized denomination as requested by such Holder in aggregate Principal Amount equal to, and in exchange for, the portion of the Principal Amount of the Security so surrendered which is not purchased.

     SECTION 3.05. Covenant to Comply with Securities Laws upon Purchase of Securities.

     In connection with any purchase of Securities under 3.01 hereof (provided that such offer or purchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein, includes any successor provision thereto) under the Exchange Act at the time of such offer or purchase), and subject to any exemptions available under applicable law, the Company shall (i) comply with Rule 13e-4 and Rule 14e-1 (or any successor provision) under the Exchange Act, (ii) file related Schedule TO (or any successor schedule, form or report) under the Exchange Act, and (iii) otherwise comply with all Federal and state securities laws so as to permit the rights and obligations under Section 3.01 to be exercised in the time and in the manner specified in Section 3.01.

     SECTION 3.06. Repayment to the Company.

     The Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed as provided in paragraph 10 of the Securities, together with interest, if any, thereon, held by them for the payment of a Change in Control Purchase Price; provided, however, that to the extent that the aggregate amount of cash deposited by the Company pursuant to Section 3.03 hereof exceeds the aggregate Change in Control Purchase Price of the Securities or portions thereof which the Company is obligated to purchase as of the Change in Control Purchase Date, then promptly after the third Business Day following the Change in Control Purchase Date, the Trustee and the Paying Agent shall return any such excess to the Company together with interest, if any, thereon.

ARTICLE 4.
COVENANTS

     SECTION 4.01. Payment of Securities.

     The Company shall promptly pay or cause to be paid all payments in respect of the Securities on the dates and in the manner provided in the Securities or pursuant to this Indenture Principal Amount, interest, Change in Control Purchase Price, and Additional Amounts, if any, shall be considered paid on the applicable date due or, in the case of a Change in Control Purchase Price, on the third Business Day following the applicable Change in Control Purchase Date, if by 10:00 a.m., New York City time, on such date the Trustee or the Paying Agent holds, in accordance with this Indenture, cash or securities, if permitted hereunder, sufficient to pay all such amount then due.

     The Company shall pay interest on overdue amounts at the rate set forth in paragraph 1 of the Securities and it shall pay interest on overdue interest at the same rate compounded semiannually (to the extent that the payment of such interest shall be legally enforceable), which interest on overdue interest shall accrue from the date such amounts became overdue.

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     SECTION 4.02. Financial Information; SEC Reports.

     At any time when neither the Guarantor nor the Company is subject to either Section 13 or 15(d) of the Exchange Act, the Guarantor and the Company shall at the request of any Holder (or holders of Common Shares issued upon exchange of the Securities) provide to such Holder (or holders of such Common Shares) and any prospective purchaser designated by such Holders (or holders of such Common Shares), as the case may be, such information, if any, required by Rule 144A(d)(4) under the Securities Act.

     The Guarantor shall file with the Trustee, within 15 days after it files such annual and quarterly reports, information, documents and other reports with the SEC, copies of its annual report and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Guarantor is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.

     Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from the information contained therein, including the Guarantor’s and the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

     SECTION 4.03. Compliance Certificate.

     The Company and the Guarantor shall each deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officers’ Certificate in which one of the two Officers signing such certificate is either the Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Company or the Guarantor, as applicable, stating whether or not to the knowledge of the signers thereof the Company or the Guarantor, as applicable, is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company or the Guarantor, as applicable, shall be in default, specifying all such defaults and the nature and status thereof of which the signers may have knowledge.

     The Company and the Guarantor will deliver to the Trustee, as soon as possible and in any event within five days, upon becoming aware of any default or any Event of Default, an Officers’ Certificate specifying with particularity such Default or Event of Default and further stating what action the Company and the Guarantor has taken, is taking or proposes to take with respect thereto.

     Any notice required to be given under this Section 4.03 shall be delivered to the Trustee at its Corporate Trust Office.

     SECTION 4.04. Further Instruments and Acts.

     Upon request of the Trustee, the Company and the Guarantor will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Indenture.

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     SECTION 4.05. Maintenance of Office or Agency.

     The Company will appoint an office or agency where Securities may be presented or surrendered for payment, where Securities may be surrendered for registration of transfer, purchase or exchange and where notices and demands to or upon the Company in respect of the Securities and this Indenture may be served. The office or agency of the Trustee in the Borough of Manhattan, The City of New York, which on the date hereof is located at 45 Broadway, 12th Floor, New York, New York 10006, Attention: Worldwide Securities Services, shall be the office or agency for all of the aforesaid purposes unless the Company shall appoint some other office or agency for such purposes and shall give prompt written notice to the Trustee of the location, and any change in the location, of such other office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office.

     The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency for such purposes.

     SECTION 4.06. Existence.

     Subject to Article 5 hereof, each of the Company and the Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence under the laws of its jurisdiction of incorporation and rights (charter and statutory); provided, however, that neither the Company nor the Guarantor shall be required to preserve any such right if the Company or the Guarantor shall determine that the maintenance thereof is no longer desirable in the conduct of the business of the Company or the Guarantor and that the loss thereof is not disadvantageous in any material respect to the Holders.

     SECTION 4.07. Payment of Additional Amounts.

     Unless otherwise required by Dutch law, neither the Company nor the Guarantor will deduct or withhold from payments made with respect to the Securities and the Guarantee on account of any present or future Taxes. In the event that either the Company or the Guarantor is required to withhold or deduct on account of any Taxes due from any payment made under or with respect to the Securities or the Guarantee, as the case may be, the Company or the Guarantor, as the case may be, will pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by each Holder will equal the amount that the Holder would have received if the Taxes had not been required to be withheld or deducted; provided that no Additional Amounts will be payable with respect to a payment made to a Holder (an “Excluded Holder”) to the extent: (i) that any Taxes would not have been so imposed but for the existence of any present or former connection between the Holder and The Netherlands, other than the mere receipt of the payment, the acquisition, ownership or disposition of such Securities or the exercise or enforcement of rights under the Securities, the Guarantee or this Indenture; (ii) of any estate, inheritance, gift, sales, transfer or personal

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property Taxes imposed with respect to the Securities, except as described below or as otherwise provided in this Indenture; (iii) that any such Taxes would not have been imposed but for the presentation of the Securities, where presentation is required, for payment on a date more than 30 days after the date on which the payment became due and payable or the date on which payment thereof is duly provided for in full, whichever is later, except to the extent that the beneficiary or Holder thereof would have been entitled to Additional Amounts had the Securities been presented for payment on any date during such 30-day period; or (iv) that the Holder would not be liable or subject to such withholding or deduction of Taxes but for the failure to make a valid declaration of non-residence or other similar claim for exemption, if the making of the declaration or claim is required or imposed by statute, treaty, regulation, ruling or administrative practice of the relevant taxing authority as a precondition to an exemption from, or reduction in, the relevant Taxes. The Company and the Guarantor shall also (i) withhold or deduct such Taxes as required; (ii) remit the full amount of Taxes deducted or withheld to the relevant taxing authority in accordance with all applicable laws; (iii) use reasonable efforts to obtain from each relevant taxing authority imposing the Taxes certified copies of tax receipts evidencing the payment of any Taxes deducted or withheld; and (iv) except when Additional Amounts are paid pursuant to the foregoing, upon request, make available to the Holders of the Securities, within 60 days after the date the payment of any Taxes deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Company or the Guarantor and, notwithstanding the Company’s or the Guarantor’s efforts to obtain the receipts, if the same are not obtainable, other evidence of such payments.

     In addition, the Company or the Guarantor will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and additional amounts with respect thereto, payable in The Netherlands or the United States, or any political subdivision or taxing authority of or in the foregoing with respect to the creation, issue, offering, enforcement or retirement of the Securities or the Guarantee.

     At least 30 days prior to each date on which any payment under or with respect to the Securities is due and payable, if the Company or the Guarantor becomes obligated to pay Additional Amounts with respect to such payment, the Company (or in respect of the Guarantee, the Guarantor) shall deliver to the Trustee an Officers’ Certificate stating the fact that such Additional Amounts will be payable, and the amounts so payable and will set forth such other information as is necessary to enable the Trustee to pay such Additional Amounts to the Holders on the payment date. Whenever in this Indenture there is mentioned, in any context, the payment of Principal Amount, interest, Change in Control Purchase Price, or overdue interest, or any other amount payable on or with respect to any of the Securities, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section 4.07 to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section 4.07 and express mention of the payment of Additional Amounts in those provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made (if applicable).

     The obligations of the Company and the Guarantor under this Section 4.07 shall survive the termination of this Indenture and the payment of all amounts under or with respect to this Indenture and the Securities.

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     SECTION 4.08. Registration Rights.

          (a) The Company and the Guarantor agree that the Holders (and any Person that has a beneficial interest in a Security) from time to time of Registrable Securities (as such term is defined in the Registration Rights Agreement) are entitled to the benefits of the Registration Rights Agreement. Liquidated damages (“Liquidated Damages”) with respect to the Securities shall be assessed if a Registration Default (as defined in the Registration Rights Agreement) occurs, in such amounts and at such times as provided in the Registration Rights Agreement.

          (b) The Company shall pay Liquidated Damages due pursuant to clause (a) of this Section 4.08 to the Holders in cash in the amounts and on the dates specified in Section 3 of the Registration Rights Agreement and in this Indenture.

     Whenever in this Indenture there is mentioned, in any context, any payment in respect of any Security, such mention shall be deemed to include mention of the payment of Liquidated Damages provided for in this Section to the extent that, in such context, Liquidated Damages are, were or would be payable in respect thereof pursuant to the provisions of this Section 4.08, and express mention of the payment of Liquidated Damages (if applicable) in any provisions hereof shall not be construed as excluding Liquidated Damages in those provisions hereof where such express mention is not made.

     If Liquidated Damages become payable to the Holders pursuant to the Registration Rights Agreement, at least five Business Days prior to the date on which such Liquidated Damages are payable, the Company shall deliver to the Trustee a certificate to that effect stating (i) the amount of such Liquidated Damages that is payable and (ii) the date on which such amount is payable. Unless and until a Trust Officer receives at the Corporate Trust Office such a certificate, the Trustee may assume without inquiry that no such amount is payable.

     Liquidated Damages shall not be payable with respect to the Common Shares issuable upon exchange of the Securities.

ARTICLE 5.
SUCCESSOR CORPORATION

     SECTION 5.01. When the Company and the Guarantor May Merge or Transfer Assets.

          (a) The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

          (1) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance, transfer or lease the properties and assets of the Company substantially as an entirety shall be a corporation, limited liability company, partnership or trust organized and validly existing under the laws of the United States or any State thereof or the District of Columbia, and shall expressly assume by an indenture supplemental hereto, executed and delivered to the Trustee in form reasonably satisfactory to the Trustee, the

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due and punctual payment of the Principal Amount, interest, Change in Control Purchase Price, Additional Amounts, if any, and overdue interest, if any, on the Securities, according to their tenor, and the due and punctual performance of all of the covenants and obligations of the Company under the Securities and this Indenture, and shall have provided for exchange rights in accordance with this Indenture;

          (2) if, as a result of such transaction, the Securities become convertible or exchangeable into common shares or other securities issued by a third party, such third party has fully and unconditionally guaranteed the obligations of the Company or such successor hereunder and under the Securities;

          (3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

          (4) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 5 and that all conditions precedent herein provided for relating to such transaction have been satisfied.

          (b) The Guarantor shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person unless:

          (1) the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor substantially as an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of all obligations in respect of the Guarantee and the performance of every covenant of this Indenture on the part of the Guarantor to be performed or observed;

          (2) if, as a result of such transaction, the Securities become convertible or exchangeable into common shares or other securities issued by a third party, such third party has fully and unconditionally guaranteed the obligations of the Company or such successor hereunder and under the Securities;

          (3) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

          (4) the Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is executed in connection with such transaction, such supplemental indenture comply with this Article 5 and that all conditions precedent herein provided for relating to such transaction have been complied with.

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     SECTION 5.02. Successors Substituted.

     Upon any consolidation of the Company or Guarantor with, or merger of the Company or Guarantor into, any other Person, or any conveyance, transfer or lease of the properties and assets of the Company or the Guarantor substantially as an entirety in accordance with Section 5.01, the successor Person formed by such consolidation or into which the Company or the Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Guarantor, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Company or the Guarantor, as the case may be, herein, and thereafter, except in the case of a lease to another Person, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE 6.
DEFAULTS AND REMEDIES

     SECTION 6.01. Events of Default.

     An “Event of Default” occurs if:

               (1) there is a default in the payment of the Principal Amount or a Change in Control Purchase Price on any Security when the same becomes due and payable at its Stated Maturity, upon declaration, when due for purchase by the Company or otherwise, and such default continues for a period of 10 days;

               (2) there is a default in the payment of interest, Liquidated Damages, if any, or Additional Amounts, if any, on any Security when it becomes due and payable, and such default continues for a period of 30 days;

               (3) failure of the Company or the Guarantor to perform or comply with their obligation to deliver cash, Common Shares or other property upon exchange of the Securities pursuant to Article 11 hereof, and such failure continues for a period of 20 days;

               (4) the Company or the Guarantor fails to comply with any of its agreements or covenants in the Securities or this Indenture (other than those referred to in clauses (1) through (3) above) and such failure continues for 90 days after receipt by the Company of a Notice of Default (as defined below) (or 180 days after such notice in the event of any Default relating to any failure to timely provide SEC reports);

               (5) a decree or order by a court having jurisdiction in the premises shall have been entered adjudging the Company or the Guarantor a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization of the Company or the Guarantor under any Bankruptcy Law, and such decree or order shall have continued undischarged and unstayed for a period of 90 consecutive days; or a decree or order of a court having jurisdiction in the premises of the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or the Guarantor or of its property, or for the winding-up or liquidation of its affairs, shall have been entered, and

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such decree or order shall have remained in force undischarged and unstayed of a period of 90 consecutive days;

               (6) the Company or the Guarantor shall institute proceedings to be adjudicated a voluntary bankrupt, or shall consent to the filing of a bankruptcy proceeding against it, or shall file a petition or answer or consent seeking reorganization under any Bankruptcy Law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of it or of its property or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due;

               (7) the Guarantee ceases to be in full force and effect or becomes unenforceable or invalid or is declared null and void (other than in accordance with the terms of the Guarantee) or the Guarantor denies or disaffirms its obligations under the Guarantee.

               (8) failure by us to give a Change in Control Notice in accordance with Section 3.01(b) or notice of an event that entitles Holders of Securities to exchange such Securities in accordance with Sections 11.01(b), (c) or (d), in each case when due; and

               (9) default by the Guarantor or any subsidiary thereof in the payment of the principal or interest on any bank credit facility under which there may be outstanding, or by which there may be secured or evidenced any indebtedness for money borrowed, in excess of $25 million in the aggregate of the Guarantor and/or any subsidiary, whether such indebtedness exists on the date of the Indenture or shall thereafter be created resulting in such indebtedness being declared due and payable, and such acceleration shall not have been rescinded or annulled within 10 days after written notice of such acceleration has been received by the Guarantor or such subsidiary.

     A Default under clause (4) above is not an Event of Default until the Trustee notifies the Company, or the Holders of at least 25% in aggregate Principal Amount of the Securities at the time outstanding notify the Company and the Trustee, of the Default and neither the Company nor the Guarantor cures such Default (and such Default is not waived) within the time specified in clause (4) above after actual receipt of such notice (a “Notice of Default”). Any such notice must specify the Default, demand that it be remedied and state that such notice is a Notice of Default.

     SECTION 6.02. Acceleration.

     If an Event of Default (other than an Event of Default specified in Section 6.01(5) or (6) hereof) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate Principal Amount of the Securities at the time outstanding by notice to the Company and the Trustee, may declare the Principal Amount, interest and Additional Amounts, if any, accrued and unpaid to the date of declaration on all the Securities to be immediately due and payable. Upon such a declaration, such Principal Amount, interest and

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Additional Amounts, if any, shall become and be due and payable immediately. If an Event of Default specified in Section 6.01(5) or (6) hereof occurs and is continuing, the Principal Amount, interest and Additional Amounts, if any, accrued and unpaid to the date of such occurrence on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding, by notice to the Company and the Trustee (and without notice to any other Holder), may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Principal Amount that has become due solely as a result of acceleration and if all amounts due to the Trustee under Section 7.07 hereof have been paid. No such rescission shall affect any subsequent or other Default or Event of Default or impair any consequent right.

     SECTION 6.03. Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of all amounts due on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

     The Trustee may maintain a proceeding even if the Trustee does not possess any of the Securities or does not produce any of the Securities in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of, or acquiescence in, the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

     SECTION 6.04. Waiver of Past Defaults.

     The Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding, by notice to the Company and the Trustee (and without notice to any other Holder), may waive an existing Default or Event of Default and its consequences except (1) an Event of Default described in Section 6.01(1) or (2) hereof, (2) a Default in respect of a provision that under Section 9.02 hereof cannot be amended without the consent of each Holder affected or (3) a Default that constitutes a failure to exchange any Security in accordance with the terms of Article 11 hereof. When a Default or Event of Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.

     SECTION 6.05. Control by Majority.

     The Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with any law or this Indenture or that the Trustee determines in good faith is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability unless the Trustee is offered indemnity reasonably satisfactory to it.

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     SECTION 6.06. Limitation on Suits.

     A Holder may not pursue any remedy with respect to this Indenture or the Securities unless:

               (1) the Holder gives to the Company and the Trustee written notice stating that an Event of Default is continuing;

               (2) the Holders of at least 25% in aggregate Principal Amount of the Securities at the time outstanding make a written request to the Trustee to pursue the remedy;

               (3) such Holder or Holders offer to the Trustee reasonable security or indemnity against any loss, liability or expense satisfactory to the Trustee;

               (4) the Trustee does not comply with the request within 60 days after receipt of the notice, the request and the offer of security or indemnity; and

               (5) the Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding do not give the Trustee a direction inconsistent with the request during such 60 day period.

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

     SECTION 6.07. Rights of Holders to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of the Principal Amount, interest, Change in Control Purchase Price and Additional Amounts, if any, in respect of the Securities held by such Holder, on or after the respective due dates expressed in the Securities, to exchange the Securities in accordance with Article 11, or to bring suit for the enforcement of any such payment on or after such respective dates or the right to exchange the Securities in accordance with Article 11, shall not be impaired or affected adversely without the consent of each such Holder.

     SECTION 6.08. Collection Suit by Trustee.

     If an Event of Default described in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount owing with respect to the Securities and the amounts provided for in Section 7.07 hereof.

     SECTION 6.09. Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, the Guarantor or any other obligor upon the Securities or the property of the Company, of the Guarantor or of such other obligor or their creditors, the Trustee (irrespective of

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whether the Principal Amount, interest, Change in Control Purchase Price or Additional Amounts, if any, in respect of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company or the Guarantor for the payment of any such amount) shall be entitled and empowered, by intervention in such proceeding or otherwise:

               (1) to file and prove a claim for the whole amount of the Principal Amount, interest, Change in Control Purchase Price or Additional Amounts, if any, and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

               (2) to collect and receive any money or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof.

     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claims of any Holder in any such proceeding.

     SECTION 6.10. Priorities.

     If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

     FIRST: to the Trustee for amounts due under Section 7.07 hereof;

     SECOND: to Holders for amounts due and unpaid on the Securities for the Principal Amount, interest, Change in Control Purchase Price, or Additional Amounts, if any, as the case may be, ratably, without preference or priority of any kind, according to such amounts due and payable on the Securities; and

     THIRD: the balance, if any, to the Company.

     The Trustee may fix a proposed record date and payment date for any payment to Holders pursuant to this Section 6.10 and shall notify the Company in writing with respect to such proposed record date and payment date. At least 15 days before such record date, the Company (or the Trustee at the request of the Company) shall mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.

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     SECTION 6.11. Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant (other than the Trustee) in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, any suit by a Holder for the enforcement of the payment of the Principal Amount, interest, Change in Control Purchase Price, or Additional Amounts, if any, or overdue interest, if any, on or after the due date expressed in such Security or to any suit for the enforcement of the right to exchange the Security pursuant to Article 11, or a suit by Holders of more than 10% in aggregate Principal Amount of the Securities at the time outstanding.

     SECTION 6.12. Waiver of Stay, Extension or Usury Laws.

     The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury or other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Company from paying all or any portion of the Principal Amount, interest, Change in Control Purchase Price or Additional Amounts, if any, on any such amounts, as contemplated herein, or which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such laws and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 7.
TRUSTEE

     SECTION 7.01. Duties of Trustee.

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

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

               (1) the Trustee need perform only those duties that are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

               (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or

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opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

This Section 7.01(b) shall be in lieu of Section 315(a) of the TIA and such Section 315(a) is hereby expressly excluded from this Indenture, as permitted by the TIA.

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

               (1) this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.01;

               (2) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

               (3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

Subparagraphs (c)(1),(2) and (3) shall be in lieu of Sections 315(d)(1), 315(d)(2) and 315(d)(3) of the TIA and such Sections 315(d)(1), 315(d)(2) and 315(d)(3) are hereby expressly excluded from this Indenture, as permitted by the TIA.

          (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.01.

          (e) The Trustee may refuse to perform any duty or exercise any right or power or extend or risk its own funds or otherwise incur any financial liability unless it receives indemnity reasonably satisfactory to it against any loss, liability or expense.

          (f) Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.

     SECTION 7.02. Rights of Trustee.

     Subject to Section 7.01:

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

          (b) Before the Trustee acts or refrains from acting, it may require a Company Order, an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on a Company Order, Officers’ Certificate or Opinion of Counsel.

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

          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers.

          (e) The Trustee may consult with counsel selected by it and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.

          (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, unless the Holders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

          (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company and the Guarantor during normal business hours at reasonable frequencies, personally or by agent or attorney at the sole cost of the Company and the Guarantor and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

          (h) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any negligent act on the part of any agent or attorney appointed with due care by it hereunder.

          (i) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Trust Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee in accordance with Section 13.02 hereof, and such notice references the Securities and this Indenture. In the absence of such notice, the Trustee may conclusively assume that no such Default or Event of Default exists.

          (j) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

          (k) The Trustee shall be under no obligation to expend or risk its own funds or to exercise, at the request or direction of any of the Holders, any of the rights or powers vested in it by this Indenture pursuant to this Indenture.

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

          (m) In the event the Trustee receives inconsistent or conflicting requests or indemnity from two or more groups of Holders of Securities, each representing less than a majority in principal amount of the Securities Outstanding, the Trustee, in its sole discretion, may determine what action, if any, shall be taken.

          (n) The Trustee’s immunities and protections from liability and its right to indemnification in connection with the performance of its duties under this Indenture shall extend to the Trustee’s officers, directors, agents, attorneys and employees. Such immunities and protections, together with the Trustee’s right to compensation, shall survive the Trustee’s resignation or removal, the discharge of this Indenture and the final payment of the Securities.

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

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

     SECTION 7.03. Individual Rights of Trustee.

     The Trustee in its commercial banking or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company, the Guarantor or their Affiliates with the same rights it would have if it were not Trustee. Any Paying Agent, Registrar, Exchange Agent or co-registrar may do the same with the like rights. However, the Trustee must comply with Sections 7.10 and 7.11 hereof.

     SECTION 7.04. Trustee’s Disclaimer.

     The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities; it shall not be accountable for the Company’s use of the proceeds from the Securities; and it shall not be responsible for any statement in the offering memorandum for the Securities or in this Indenture or the Securities (other than its certificate of authentication), the acts of a prior Trustee hereunder, or the determination as to which beneficial owners are entitled to receive any notices hereunder.

     SECTION 7.05. Notice of Defaults.

     If a Default occurs and is continuing and if it is actually known by a Trust Officer or if written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee in accordance with Section 13.02 hereof, and such notice references the Securities and this Indenture, the Trustee shall give to each Holder notice of the Default within 90 days after it is actually known to a Trust Officer. Except in the case of a Default described in Section 6.01(1) or (2) hereof, the Trustee may withhold the notice if and so

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long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Holders. The second sentence of this Section 7.05 shall be in lieu of the proviso to Section 315(b) of the TIA and such provision is hereby expressly excluded from this Indenture, as permitted by the TIA. The Trustee shall not give notice of a Default pursuant to Section 6.01(4) until at least 90 days have passed since its occurrence.

     SECTION 7.06. Reports by Trustee to Holders.

     Within 60 days after each May 1, beginning with the May 1 following the date of this Indenture, the Trustee shall mail to each Holder a brief report dated as of such May 1 that complies with TIA Section 313(a), if required by such Section 313(a). The Trustee also shall comply with TIA Section 313(b).

     A copy of each report at the time of its mailing to Holders shall be filed with the SEC and each securities exchange on which the Securities are listed. The Company agrees to promptly notify the Trustee whenever the Securities become listed on any securities exchange and of any delisting thereof.

     SECTION 7.07. Compensation and Indemnity.

     The Company agrees:

          (a) to pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

          (b) to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the compensation and the expense, advances and disbursements of its outside agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

          (c) to indemnify the Trustee for, and to hold it harmless against, any and all loss, damage, claims, liability or expense (including taxes other than taxes based upon, measured by, or determined by the income of the Trustee) incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim (whether asserted by the Company, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder.

          To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay the Principal Amount, interest, Change in Control Purchase Price, Additional Amounts, if any, or overdue interest, if any, as the case may be, on particular Securities.

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     The Company’s payment obligations pursuant to this Section 7.07 shall survive the discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(5) or (6), the expenses are intended to constitute expenses of administration under any Bankruptcy Law.

     SECTION 7.08. Replacement of Trustee.

     The Trustee may resign by so notifying the Company; provided, however, that no such resignation shall be effective until a successor Trustee has accepted its appointment pursuant to this Section 7.08. The Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if:

               (1) the Trustee fails to comply with, or ceases to be eligible under, Section 7.10 hereof;

               (2) the Trustee is adjudged bankrupt or insolvent;

               (3) a receiver or public officer takes charge or control of the Trustee or its property or affairs; or

               (4) the Trustee otherwise in the Company’s reasonable judgment becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint, by resolution of its Board of Directors, a successor Trustee.

     Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject to the lien provided for in Section 7.07 hereof. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts. No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be eligible under this Article.

     If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee at the expense of the Company.

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     If the Trustee fails to comply with Section 7.10 hereof, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

     SECTION 7.09. Successor Trustee by Merger.

     If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business (including the trust created by this Indenture) or assets to, another corporation, bank, banking association or trust company, the resulting, surviving or transferee corporation bank, banking association or trust company, without any further act shall be the successor Trustee hereunder, provided such corporation shall be otherwise eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. As soon as practicable, the successor Trustee shall give written notice of its succession to the Company. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

     SECTION 7.10. Eligibility; Disqualification.

     The Trustee shall at all times satisfy the requirements of TIA Sections 310(a)(1) and 310(b). The Trustee shall have a combined capital and surplus of at least $50,000,000 (or if the Trustee is a member of a bank holding company system, its bank holding company shall have a combined capital and surplus of at least $50,000,000) as set forth in its most recent published annual report of conditions. Nothing herein contained shall prevent the Trustee from filing with the SEC the application referred to in the penultimate paragraph of TIA Section 310(b). If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.10, it shall correct such ineligibility or resign immediately in the manner and with the effect specified in this Article 7.

     SECTION 7.11. Preferential Collection of Claims Against Company.

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

ARTICLE 8.
DISCHARGE OF INDENTURE

     SECTION 8.01. Discharge of Liability on Securities.

     When (i) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.07 hereof) for cancellation or (ii) all outstanding Securities have become due and payable and the Company deposits with the Trustee cash and/or securities, as permitted by the terms hereof, sufficient to pay at Stated Maturity the Principal Amount of all outstanding Securities (other than Securities replaced pursuant to Section 2.07 hereof), and if in either case the Company pays all other sums payable hereunder by the

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Company, then this Indenture shall, subject to Section 7.07 hereof, cease to be of further effect. The Trustee shall join in the execution of a document prepared by the Company acknowledging satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers’ Certificate and Opinion of Counsel and at the cost and expense of the Company.

     SECTION 8.02. Repayment to the Company.

     The Trustee and the Paying Agent shall return to the Company upon written request any money or securities held by them for the payment of any amount with respect to the Securities that remains unclaimed for six months; provided, however, that the Trustee or such Paying Agent, before being required to make any such return, shall, in the event that the Securities are no longer held in global form, at the expense of the Company cause to be published once in a newspaper of general circulation in The City of New York or mail to each such Holder notice that such money or securities remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed money or securities then remaining will be returned to the Company. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person. In the absence of a written request from the Company to return unclaimed funds to the Company, the Trustee shall from time to time deliver all unclaimed funds to or as directed by applicable escheat authorities, as determined by the Trustee in its sole discretion, in accordance with the customary practices and procedures of the Trustee. Any unclaimed funds held by the Trustee pursuant to this section shall be held uninvested and without any liability for interest.

ARTICLE 9.
AMENDMENTS

     SECTION 9.01. Without Consent of Holders.

     The Company, the Guarantor and the Trustee may amend this Indenture and the Securities without the consent of any Holder:

               (1) to cure any ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture, provided that, in any case, such change shall not materially adversely affect the interests of the Holders;

               (2) to provide for the assumption of the Company’s or the Guarantor’s obligations to the Holders of the Securities in case of a merger or consolidation or conveyance, transfer or lease of the Company’s or the Guarantor’s properties and assets substantially as an entirety;

               (3) to provide for uncertificated Securities in addition to or in place of certificated Securities so long as such uncertificated Securities are in registered form for purposes of the Internal Revenue Code of 1986, as amended;

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               (4) to make any change that does not adversely affect the right of any Holder; or

               (5) to make any change to comply with the TIA, or any amendment thereto, or to comply with any requirement of the SEC in connection with the qualification, if any, of this Indenture under the TIA.

     SECTION 9.02. With Consent of Holders.

     The Company, the Guarantor and the Trustee, with the written consent of the Holders of at least a majority in aggregate Principal Amount of the Securities at the time outstanding, may amend this Indenture or the Securities. However, without the consent of each Holder affected, an amendment to this Indenture or the Securities may not:

               (1) make any change to the Principal Amount of Securities whose Holders must consent to an amendment;

               (2) make any change to the manner or rate of accrual in connection with interest, Additional Amounts, if any, or overdue interest, if any, extend the time for payment of interest, Additional Amounts, if any, or overdue interest, if any, on any Security;

               (3) reduce the Principal Amount of or extend the Stated Maturity of any Security;

               (4) reduce the Change in Control Purchase Price of any Security;

               (5) make any Security payable in money or securities other than that stated in the Security;

               (6) make any change in Section 6.04 or 6.07 hereof or this Section 9.02, except to increase the percentage of Holders referenced in Section 6.04 or 6.07 hereof or this Section 9.02, as applicable;

               (7) make any change that adversely affects the right of Holders to exchange any Security pursuant to Article 11 or reduce the amount of cash, Common Shares or other property deliverable upon exchange of Securities under Article 11;

               (8) make any change that adversely affects the right of Holders to require the Company to purchase the Securities upon a Change in Control, in accordance with the terms thereof and this Indenture; or

               (9) release the Guarantor from its obligations under its Guarantee of the Securities.

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

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     After an amendment under this Section 9.02 becomes effective, the Company shall mail to each Holder a notice briefly describing the amendment.

     SECTION 9.03. Compliance with Trust Indenture Act.

     Every supplemental indenture executed pursuant to this Article 9 shall comply with the TIA as then in effect, if then required to so comply.

     SECTION 9.04. Revocation and Effect of Consents, Waivers and Actions.

     Until an amendment, waiver or other action becomes effective, a consent to it or any other action by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same obligation as the consenting Holder’s Security, even if notation of the consent, waiver or action is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent, waiver or action as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment, waiver or action becomes effective. After an amendment, waiver or action becomes effective, it shall bind every Holder.

     SECTION 9.05. Notation on or Exchange of Securities.

     Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article 9 may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities so modified as to conform, in the opinion of the Trustee and the Board of Directors of the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for outstanding Securities.

     SECTION 9.06. Trustee to Sign Supplemental Indentures.

     The Trustee shall sign any supplemental indenture authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign such supplemental indenture. In signing such amendment the Trustee shall be provided with, and (subject to the provisions of Section 7.01 hereof) shall be fully protected in relying upon, an Officers’ Certificate of the Company and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture.

     SECTION 9.07. Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture under this Article 9, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

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ARTICLE 10.
GUARANTEE OF SECURITIES

     SECTION 10.01. Unconditional Guarantee.

          (a) For value received, the Guarantor hereby fully, irrevocably, unconditionally and absolutely guarantees to the Holders and to the Trustee the due and punctual payment of the principal of, interest, and Additional Amounts, if any, on the Securities and all other amounts due and payable under this Indenture and the Securities by the Company (including, without limitation, all costs and expenses (including reasonable legal fees and disbursements) incurred by the Trustee or the Holders in connection with the enforcement of this Indenture, the Securities and the Guarantee) (collectively, the “Indenture Obligations”), when and as such principal, interest, Additional Amounts, if any, and such other amounts shall become due and payable, whether at the Stated Maturity, upon purchase or by declaration of acceleration or otherwise, according to the terms of the Securities and this Indenture. The guarantee by the Guarantor set forth in this Article 10 is referred to herein as the “Guarantee.” Without limiting the generality of the foregoing, the Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Company under this Indenture and the Securities but for the fact that they are unenforceable, reduced, limited, impaired, suspended or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company.

          (b) Failing payment when due of any amount guaranteed pursuant to the Guarantee, for whatever reason, the Guarantor will be obligated to pay the same immediately to the Trustee, without set-off or counterclaim or other reduction whatsoever (whether for taxes, withholding or otherwise). The Guarantee is intended to be a general, unsecured, senior obligation of the Guarantor and will rank pari passu in right of payment with all indebtedness of the Guarantor that is not, by its terms, expressly subordinated in right of payment to the Guarantee. The Guarantor hereby agrees that its obligations hereunder shall be full, irrevocable, unconditional and absolute, irrespective of the validity, regularity or enforceability of the obligations and liabilities of any other obligor with respect to the Securities, the Guarantee or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof with respect to the same, the recovery of any judgment against the Company, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor.

     The Guarantor hereby agrees that in the event of a default in payment of the principal of, interest, or Additional Amounts, if any, on the Securities or any other amounts payable under this Indenture and the Securities by the Company, whether at the Stated Maturity, upon purchase or by declaration of acceleration or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.06, by the Holders, on the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce the Guarantee without first proceeding against the Company.

          (c) To the fullest extent permitted by applicable law, the obligations of the Guarantor under this Article 10 shall be as aforesaid full, irrevocable, unconditional and absolute and shall not be impaired, modified, discharged, released or limited by any occurrence or

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condition whatsoever, including, without limitation, (i) any compromise, settlement, release, waiver, renewal, extension, indulgence or modification of, or any change in, any of the obligations and liabilities of any other obligor with respect to the Securities contained in any of the Securities or this Indenture, (ii) any impairment, modification, release or limitation of the liability of the Company, the Guarantor or any of their respective estates in bankruptcy, or any remedy for the enforcement thereof, resulting from the operation of any present or future provision of any applicable Bankruptcy Law, as amended, or other statute or from the decision of any court, (iii) the assertion or exercise by the Company, the Guarantor or the Trustee of any rights or remedies under any of the Securities or this Indenture or its delay in or failure to assert or exercise any such rights or remedies, (iv) the assignment or the purported assignment of any property as security for any of the Securities, including all or any part of the rights of the Company or the Guarantor under this Indenture, (v) the extension of the time for payment by the Company or the Guarantor of any payments or other sums or any part thereof owing or payable under any of the terms and provisions of any of the Securities or this Indenture or of the time for performance by the Company or the Guarantor of any other obligations under or arising out of any such terms and provisions or the extension or the renewal of any thereof, (vi) the modification or amendment (whether material or otherwise) of any duty, agreement or obligation set forth in this Indenture of any other obligor with respect to the Securities, (vii) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition or readjustment of, or other similar proceeding affecting, either the Company or the Guarantor or any of their respective assets, or the disaffirmance of any of the Securities, the Guarantee or this Indenture in any such proceeding, (viii) the release or discharge of the Company or the Guarantor from the performance or observance of any agreement, covenant, term or condition contained in any of such instruments by operation of law, (ix) the unenforceability of any of the obligations of any of the other obligors under the Securities, the Guarantee or this Indenture, (x) any change in the name, business, capital structure, corporate existence, or ownership of the Company or the Guarantor, or (xi) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or the Guarantor.

          (d) The Guarantor hereby (i) waives diligence, presentment, demand of payment, notice of acceptance, filing of claims with a court in the event of the merger, insolvency or bankruptcy of the Company or the Guarantor, and all demands and notices whatsoever, (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to them and (iii) covenants that its Guarantee will not be discharged except by complete performance of the Guarantee or of the obligations guaranteed thereby. The Guarantor further agrees that if at any time all or any part of any payment theretofore applied by any Person to the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including, without limitation, the insolvency, bankruptcy or reorganization of the Guarantor, the Guarantee shall, to the extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application had not been made.

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          (e) The Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation with respect to any of the Securities until all of the Securities and the Guarantee thereof shall have been paid in full or discharged.

          (f) A director, officer, employee or stockholder, as such, of the Guarantor shall not have any liability for any obligations of the Guarantor under this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation.

          (g) No failure to exercise and no delay in exercising, on the part of the Trustee or the Holders, any right, power, privilege or remedy under this Article 10 and the Guarantee shall operate as a waiver thereof, nor shall any single or partial exercise of any rights, power, privilege or remedy preclude any other or further exercise thereof, or the exercise of any other rights, powers, privileges or remedies. The rights and remedies herein provided for are cumulative and not exclusive of any rights or remedies provided in law or equity. Nothing contained in this Article 10 shall limit the right of the Trustee or the Holders to take any action to accelerate the maturity of the Securities pursuant to Article 6 or to pursue any rights or remedies hereunder or under applicable law.

     SECTION 10.02. Execution and Delivery of Notation of Guarantee.

     To further evidence the Guarantee, the Guarantor hereby agrees that on the date of this Indenture a notation of the Guarantee may be endorsed on each Security authenticated and delivered by the Trustee and executed by either manual or facsimile signature of an Officer of the Guarantor.

     The Guarantor hereby agrees that the Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation relating to the Guarantee thereof.

     If an Officer of a Guarantor whose signature is on this Indenture or a Security no longer holds that office, or if any other or additional Person shall have become a “Guarantor” hereunder in accordance with Section 5.01 hereof, at the time the Trustee authenticates such Security or at any time thereafter, the Guarantor’s Guarantee of such Security shall be valid nevertheless.

     The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantor and each other Person which may at such time constitute the “Guarantor” hereunder.

ARTICLE 11.
EXCHANGE

     SECTION 11.01. Exchange Privilege.

     A Holder of a Security may exchange, in accordance with this Article 11, such Security for cash, and if applicable, Common Shares, in whole or in part, during the 30 calendar days

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ending at the close of business on the Business Day immediately preceding the Stated Maturity (unless earlier purchased), and prior thereto only upon the occurrence of one of the events set forth in this Section 11.01. Upon such exchange, a Holder will be entitled to receive the consideration set forth in this Article 11 based upon the exchange rate (the “Exchange Rate”) set forth in the next sentence, subject to adjustment as herein set forth. The initial Exchange Rate is 10.5533 Common Shares per $1,000 principal amount of Securities. The “Exchange Price” in effect at any time shall be equal to $1,000 divided by the Exchange Rate.

     A Holder may exchange a portion of the Principal Amount of a Security if the portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to exchange of all of a Security also apply to exchange of a portion of a Security.

     The Securities shall be exchangeable during the period specified above and pursuant hereto only:

          (a) during any calendar quarter (and only during such calendar quarter) if the Sale Price of the Common Shares for at least 20 Trading Days in the 30 consecutive Trading Day period ending on the last Trading Day of the previous calendar quarter is greater than or equal to 130% of the applicable Exchange Price on such last Trading Day;

          (b) the Guarantor distributes to all holders of its Common Shares (A) rights or warrants entitling them (for a period expiring within 45 days after the record date for the determination of the stockholders entitled to receive such distribution) to subscribe for or purchase Common Shares at a price per share less than the Sale Price of the Common Shares on the Trading Day immediately preceding the date such distribution is first publicly announced by the Guarantor, or (B) assets, debt securities or rights to purchase its securities, where the value of such distribution per Common Share, as determined by the Board of Directors of the Guarantor, exceeds 20% of the Sale Price of the Common Shares on the Trading Day immediately preceding the declaration date of such distribution, in either case, the Securities may be surrendered for exchange at any time on or after the date that the Company gives notice of such distribution to the Holders, which shall be not less than 25 Business Days prior to the Ex-Dividend Date for such distribution, until the earlier of the close of business on the Business Day immediately preceding, but not including, the Ex-Dividend Date or the date the Company publicly announces that such distribution will not take place; provided that the Holder of a Security may not exchange such Security pursuant to this provision if the Holder will otherwise participate in such distribution without exchange; or

          (c) the Guarantor proposes to engage in a transaction described in clause (ii) of the first sentence of Section 11.14 hereof that is not a Change in Control (other than a consolidation, merger or combination, the primary purpose of which is to effect a reincorporation or redomiciling of the Guarantor), then the Securities may be surrendered for exchange, at any time from and after the effective date of the transaction and ending on and including the date five days after the actual effective date of the transaction; or

          (d) a Change in Control occurs, then the Securities may be surrendered for exchange at any time during the period beginning on and including the effective date of such

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Change in Control transaction and ending on and including the Change in Control Purchase Date for such Change in Control; or

          (e) during the five Business Day period immediately after any 20 consecutive Trading Day period in which the Trading Price per $1,000 Principal Amount of Securities, as determined following a request by a Holder according to the procedures described below, for each day of such 20 Trading Day period was less than 95% of the product of the Sale Price of the Common Shares and the Applicable Exchange Rate as of such Trading Day (the “95% Trading Exception”).

     The Company shall, within the first five Business Days of each calendar quarter, determine whether the Securities shall be exchangeable during such calendar quarter as a result of the occurrence of an event specified in clause (a) above, and, if the Securities shall be so exchangeable, the Company shall promptly deliver to the Trustee written notice thereof. Whenever the Securities shall become exchangeable pursuant to this Section 11.01, the Company or, at the Company’s request, the Trustee in the name and at the expense of the Company, shall notify the Holders of the event triggering such exchangeability in the manner provided in Section 13.02.

     In connection with any exchange pursuant to the 95% Trading Exception specified in clause (e), the Trustee shall not have any obligation to determine the Trading Price unless the Company has requested such determination, and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the 95% Trading Exception will apply. At such time, the Company shall instruct the Trustee to determine the Trading Price beginning on the next Trading Day and on each successive Trading Day until the earlier of (i) the 19th consecutive trading day thereafter, or (ii) the first trading day on which the Trading Price per $1,000 Principal Amount of Securities is greater than or equal to 95% of the product of the Sale Price of a Common Share and the Exchange Rate as of such Trading Day.

     SECTION 11.02. Exchange Procedure.

     To exchange a Security a Holder must satisfy the requirements in paragraph 7 of the Securities. As soon as practicable following the date (the “Exchange Date”) on which the Holder satisfies all such requirements, the Company shall deliver to the Holder, through the Exchange Agent, in respect of each $1,000 principal amount of Securities being exchanged (all as hereinafter provided): (i) the Required Cash Amount, (ii) certificate(s) for the number of Remaining Shares issuable upon exchange, if any, and (iii) the amount of cash payable, if any, in lieu of any fractional share. A Holder of Securities is not entitled to any rights of a holder of Common Shares until such Holder has exchanged its Securities, and then only if Common Shares are issuable upon such exchange. Upon exchange of a Security, such Holder shall no longer be a Holder of such Security.

     No payment on the Securities or adjustment of the Exchange Rate will be made for dividends on or other distributions with respect to any Common Shares except as provided in this Article 11. On exchange of a Security, that portion of accrued and unpaid interest and Additional Amounts, if any, attributable to the period from the most recent Interest Payment Date to the Exchange Date with respect to the exchanged Security shall be deemed to be paid in

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full and not canceled, extinguished and forfeited, through delivery of the Required Cash Amount and the Remaining Shares (together with the cash payment, if any, in lieu of fractional shares) in exchange for the Security being exchanged pursuant to the provisions hereof.

     Notwithstanding the preceding paragraph, if the Exchange Date occurs after a Record Date but on or prior to the corresponding Interest Payment Date, Holders of the Securities at the close of business on the Record Date will receive any interest payable on such Securities on the corresponding Interest Payment Date notwithstanding such exchange. Such Securities, upon surrender for exchange, must be accompanied by funds equal to the amount of interest payable on the Securities so exchanged; provided, however, that no such payment need be made (1) in connection with any exchange following the Record Date immediately preceding the Final Interest Payment Date, (2) if the Change in Control Purchase Date is during or within two days after such period or (3) if any Defaulted Interest exists at the time of exchange with respect to such Securities (to the extent of such Defaulted Interest).

     If a Holder exchanges more than one Security at the same time, the delivery of the Required Cash Amount and the Remaining Shares (together with the cash payment, if any, in lieu of fractional shares) upon such exchange shall be based on the total Principal Amount of the Securities exchanged.

     Upon surrender of a Security that is exchanged in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security in an authorized denomination equal in Principal Amount to the unexchanged portion of the Security surrendered.

     If the last day on which a Security may be exchanged is a Legal Holiday in a place where an Exchange Agent is located, the Security may be surrendered to that Exchange Agent on the next succeeding day that it is not a Legal Holiday.

     SECTION 11.03. Fractional Shares.

     The Guarantor will not issue a fractional Common Share upon exchange of a Security. Instead the Company will deliver cash for the current market value of the fractional share. The current market value of a fractional share shall equal the arithmetic average of the Volume Weighted Average Price of the Common Shares for each of the 20 Trading Days of the Exchange Reference Period, rounded to the nearest whole cent.

     SECTION 11.04. Taxes on Exchange.

     If a Holder exchanges a Security, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any Common Shares upon the exchange. However, the Holder shall pay any such tax which is due because the Holder requests the shares to be issued in a name other than the Holder’s name. The Exchange Agent may refuse to deliver the certificates representing the Common Shares being issued in a name other than the Holder’s name until the Exchange Agent receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the Holder’s name. Nothing herein shall preclude any tax withholding required by law or regulations.

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     SECTION 11.05. Payment Upon Exchange.

     Holders surrendering Securities for exchange will be entitled to receive, per $1,000 Principal Amount of Securities being exchanged, an exchange settlement amount equal to the sum of the Daily Settlement Amounts for each of the twenty Trading Days during the Exchange Reference Period.

     The “Daily Settlement Amount” for each $1,000 principal amount of Securities, for each of the twenty Trading Days during the Exchange Reference Period, shall consist of:

               (a) cash equal to the lesser of $50 and the Daily Exchange Value (collectively, the “Required Cash Amount”); and

               (b) to the extent the Daily Exchange Value exceeds $50, a number of Common Shares equal to: (1) the difference between the Daily Exchange Value and $50, divided by (2) the Volume Weighted Average Price per Common Share for such day (the “Remaining Shares”).

     The “Daily Exchange Value” for any Trading Day equals 1/20th of:

               (i) the Exchange Rate in effect on that day, multiplied by

               (ii) the Volume Weighted Average Price per Common Share (or other consideration into which the Common Shares have been converted in connection with and subject to Sections 11.10 or 11.14).

     The “Exchange Reference Period” means (a) for Securities that are exchanged during the period beginning on the 30th calendar day preceding the Stated Maturity and ending at the close of business on the Business Day preceding the Stated Maturity, the 20 consecutive Trading Days beginning on the 23rd scheduled Trading Day immediately preceding the Stated Maturity and (b) in all other instances, the 20 consecutive Trading Days beginning on the third Trading Day following the Exchange Date.

     “Volume Weighted Average Price” per Common Share on any Trading Day means the volume weighted average price on the NYSE for the period between 9:30 a.m. and 4:00 p.m. New York City Time, as shown on Bloomberg (or any successor service) page CLB <EQUITY> AQR.N>, or if such page or its equivalent is not available, the volume weighted average price per Common Share, as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company.

     SECTION 11.06. Adjustment for Change in Capital Stock.

     In case the Guarantor shall (i) pay a dividend, or make a distribution, in Common Shares, on its Common Shares, (ii) subdivide its outstanding Common Shares into a greater number of shares, or (iii) combine its outstanding Common Shares into a smaller number of shares, the Exchange Rate in effect immediately prior thereto shall be adjusted so that the same shall equal the Exchange Rate determined by multiplying the Exchange Rate in effect immediately prior to the occurrence of such event by a fraction of which the numerator shall be the number of

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Common Shares outstanding immediately after such event and the denominator shall be the number of Common Shares outstanding immediately prior to such event. If any dividend or distribution of the type described in clause (i) above is not so paid or made, the Exchange Rate shall again be adjusted to the Exchange Rate which would then be in effect if such dividend as distribution had not been declared. An adjustment made pursuant to this Section 11.06 shall become effective immediately after the record date in the case of a dividend and shall become effective immediately after the effective date in the case of a subdivision or combination.

     SECTION 11.07. Adjustment for Rights or Warrants.

     In case the Guarantor shall issue rights (not including statutory rights) or warrants to all holders of its Common Shares entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or purchase Common Shares at a price per share less than the Market Price per Common Share at the record date for the determination of shareholders entitled to receive such rights or warrants, the Exchange Rate in effect immediately prior thereto shall be adjusted so that the same shall equal the Exchange Rate determined by multiplying the Exchange Rate in effect immediately prior to the date of issuance of such rights or warrants by a fraction of which the numerator shall be the number of Common Shares outstanding on the date of issuance of such rights or warrants plus the number of additional Common Shares offered to holders of Common Shares for subscription or purchase, and of which the denominator shall be the number of Common Shares outstanding on the date of issuance of such rights or warrants plus the number of Common Shares which the aggregate offering price of the total number of shares so offered would purchase at such Market Price. Such adjustment shall be made successively whenever any such rights or warrants are issued, and shall become effective immediately after the opening of business on the day following the record date for the determination of the shareholders entitled to receive such rights or warrants. To the extent that Common Shares are not delivered after the expiration of such rights or warrants, the Exchange Rate shall be readjusted to the Exchange Rate which would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of Common Shares actually delivered. If such rights or warrants are not so issued, the Exchange Rate shall again be adjusted to be the Exchange Rate which would then be in effect if such record date for the determination of shareholders entitled to receive such rights or warrants had not been fixed. In determining whether any rights or warrants entitle the holders to subscribe for or purchase Common Shares at less than such Market Price of such Common Shares, and in determining the aggregate offering price of such Common Shares, there shall be taken into account any consideration received by the Guarantor for such rights or warrants, the value of such consideration, if other than cash, to be determined by the Guarantor’s Board of Directors.

     SECTION 11.08. Adjustment for Other Distributions.

          (a) In case the Guarantor shall distribute to all holders of its Common Shares (excluding any distribution in connection with the liquidation, dissolution or winding up of the Guarantor, whether voluntary or involuntary) any shares of any class of the Guarantor (other than Common Shares), or evidences of indebtedness of the Guarantor or of assets (other than cash and other than rights or warrants to subscribe for or purchase any of its securities referred to in Section 11.07 hereof) (any of the foregoing hereinafter in this Section 11.08(a) called the

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“Distributed Securities”), then, the Exchange Rate shall be adjusted so that the same shall equal the Exchange Rate determined by multiplying the Exchange Rate in effect immediately prior to the date of such distribution by a fraction of which the numerator shall be the Market Price per Common Share on the record date mentioned below, and the denominator shall be the Market Price per Common Share on such record date less the fair market value on such record date (as determined by the Guarantor’s Board of Directors, whose determination shall be conclusive, and described in an Officer’s Certificate filed with the Trustee) of the Distributed Securities so distributed applicable to one Common Share. Such adjustment shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution. Notwithstanding the foregoing, in the event that the then fair market value (as so determined) of the portion of the Distributed Securities so distributed applicable to one Common Share is equal to or greater than the Market Price of the Common Shares on the record date, in lieu of the foregoing adjustment, upon exchange of any Securities thereafter the provisions of Section 11.14 shall apply to such exchange mutatis mutandis; provided that for such application, any references in such provisions to the “Exchange Property” shall be deemed references to a unit composed of (a) the number of Common Shares equal to the Exchange Rate immediately prior to the relevant distribution and (b) the amount of Distributed Securities such Holder would have received had such Holder held a number of Common Shares equal to the Exchange Rate immediately prior to the relevant distribution. In the event that such distribution is not so paid or made, the Exchange Rate shall again be adjusted to the Exchange Rate which would then be in effect if such distribution had not been declared. If the Guarantor’s Board of Directors determines the fair market value of any distribution for purposes of this Section 11.08(a) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Market Price of the Common Shares.

          (b) Notwithstanding the foregoing, in the event any such distribution consists of shares of capital stock of, or similar equity interests in, one or more of the Guarantor’s Subsidiaries (a “Spin-Off”), the Exchange Rate shall be increased so that the same shall be equal to the rate determined by multiplying the Exchange Rate in effect immediately prior to the close of business on the record date with respect to such distribution by a fraction the numerator of which shall be the Market Price of the Common Shares, plus the Fair Market Value of the portion of the distributed assets so distributed applicable to one Common Share (determined on the basis of the number of Common Shares outstanding on the record date), determined as set forth above, and the denominator of which shall be the Market Price on such Record Date. Such increase shall become effective immediately prior to the opening of business on the day following the last Trading Day of the Spin-Off Valuation Period (as defined below). In the event that such distribution is not so paid or made, the Exchange Rate shall again be adjusted to be the Exchange Rate that would then be in effect if such distribution had not been declared. In the case of a Spin-Off, the Fair Market Value of the securities to be distributed shall equal the average of the closing sale prices of such securities on the principal securities market on which such securities are traded for the five consecutive Trading Days commencing on and including the sixth day of trading of those securities after the effectiveness of the Spin-Off (the “Spin-Off Valuation Period”), and the Market Price shall be measured for the same period. In the event, however, that an underwritten initial public offering of the securities in the Spin-Off occurs simultaneously with the Spin-Off, Fair Market Value of the securities distributed in the Spin-Off

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shall mean the initial public offering price of such securities and the Market Price shall mean the Sale Price of the Common Shares on the same Trading Day.

          (c) In case the Guarantor shall, by dividend or otherwise, distribute to all holders of its Common Shares cash, then, in such case, the Exchange Rate shall be increased so that the same shall equal the Exchange Rate determined by multiplying the Exchange Rate in effect immediately prior to the record date by a fraction of which the numerator shall be the Market Price of the Common Shares and the denominator shall be the Market Price of the Common Shares less the amount of cash so distributed applicable to one Common Share, such increase to be effective immediately prior to the opening of business on the day following the record date; provided, however, that in the event that the portion of the cash so distributed applicable to one Common Share is equal to or greater than the Market Price of the Common Shares on the record date, in lieu of the foregoing adjustment, upon exchange of any Securities thereafter, the provisions of Section 11.14 shall apply to such exchange mutatis mutandis; provided further, that for such application, any references in such provisions to the “Exchange Property” shall be deemed references to a unit composed of (a) the number of Common Shares equal to the Exchange Rate immediately prior to the relevant distribution and (b) the amount of cash such holder would have received had such holder held a number of Common Shares equal to the Exchange Rate immediately prior to the relevant distribution. If such dividend or distribution is not so paid or made, the Exchange Rate shall again be adjusted to be the Exchange Rate which would then be in effect if such dividend or distribution had not been declared.

          (d) In case a tender or exchange offer made by the Guarantor or any subsidiary of the Guarantor shall expire and such tender or exchange offer (as amended as of the expiration thereof) shall require the payment to holders of Common Shares of consideration per Common Share, expressed as an amount per Common Share validly tendered or exchanged, and not withdrawn, pursuant to such tender offer or exchange offer (the “Offer Consideration”) having a fair market value (as determined by the Guarantor’s Board of Directors, whose determination shall be conclusive and set forth in an Officer’s Certificate filed with the Trustee) that as of the Trading Day next succeeding the last time (the “Expiration Time”) tenders or exchanges may be made pursuant to such tender or exchange offer exceeds the Sale Price of the Common Shares on such Trading Day, then the Exchange Rate shall be increased so that the same shall equal the Exchange Rate determined by multiplying the Exchange Rate in effect immediately prior to the Expiration Time by a fraction of which the numerator shall be the sum of (i) the product of (A) the Offer Consideration and (B) the number of Common Shares validly tendered or exchanged (and not withdrawn), and accepted for purchase, pursuant to such tender offer or exchange offer (such Common Shares the “Purchased Shares”) and (ii) the product of (A) the Sale Price of the Common Shares as of the Expiration Time and (B) an amount equal to (i) the number of Common Shares outstanding as of the Expiration Time (including all Purchased Shares) less (ii) the Purchased Shares, and the denominator shall be the product of (i) the number of Common Shares outstanding as of the Expiration Time (including all Purchased Shares) and (ii) the Sale Price of the Common Shares as of the Expiration Time. The adjustment to the Exchange Rate set forth above shall become effective immediately prior to the opening for business on the day following the Expiration Time. If the Guarantor or such subsidiary making such tender or exchange offer is obligated to purchase shares pursuant to any such tender or exchange offer, but the Guarantor or such subsidiary is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the

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Exchange Rate shall again be adjusted to be the Exchange Rate that would then be in effect if the tender or exchange offer had not been made.

          (e) In no event shall the Exchange Rate as adjusted pursuant to Sections 11.08(c) and (d) exceed 13.7193 per $1,000 Principal Amount of Securities (as such Exchange Rate may be adjusted on a proportional basis for any adjustment made pursuant to Sections 11.06, 11.07 or 11.08 (a) or (b)).

     SECTION 11.09. Adjustment to Exchange Rate upon a Change in Control.

          (a) If and only to the extent a Holder elects to exchange a Security in connection with a Change in Control, the Company will increase the Applicable Exchange Rate by a number of Common Shares (the “Make-Whole Shares”) as set forth below, except as provided in Section 11.10. The number of Make-Whole Shares by which the Exchange Rate is increased will be determined by reference to the table below, based on the date on which the Change in Control becomes effective and the average of the Volume Weighted Average Price of the Common Shares (the “Share Price”) over the five Trading Days immediately preceding the effective date of such Change in Control transaction, except that if Holders of the Common Shares receive only cash in such Change in Control transaction, the Share Price will be the cash amount paid per share. Holders will be notified by the Company of the anticipated effective date of any Change in Control at least 22 trading days prior to such date, to the extent practicable.

     An exchange of the Securities by a Holder will be deemed for these purposes to be “in connection with” a Change in Control if the exchange notice is received by the Exchange Agent following the effective date of the Change in Control but before the related Change in Control Purchase Date.

          (b) The Share Prices and number of Make-Whole Shares set forth in the table below will be adjusted as of any date on which the Exchange Rate is adjusted. On such date, the Share Prices shall by adjusted by multiplying:

               (1) the Share Price applicable immediately prior to such adjustment, by

               (2) a fraction of which,

               (A) the numerator shall be the Applicable Exchange Rate immediately prior to the adjustment giving rise to the Share Price adjustment, and

               (B) the denominator shall be the Applicable Exchange Rate as so adjusted.

The number of shares of Make-Whole Shares shall be correspondingly adjusted in the same manner as the adjustments described under Sections 11.06, 11.07 and 11.08.

          (c) The following table sets forth the share price and number of Make-Whole Shares by which the Exchange Rate shall be adjusted:

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	Effective Date
Share Price on	November 6,		October 31,		October 31,		October 31,		October 31,		October 31,
Effective Date	2006		2007		2008		2009		2010		2011
$72.98		3.1660		3.1660		3.1660		3.1660		3.1660		0.0000
$94.76		1.7991		1.7991		1.7453		1.6074		1.3080		0.0000
$105.00		1.4153		1.3991		1.3203		1.1655		0.8573		0.0000
$115.00		1.1323		1.1029		1.0158		0.8587		0.5671		0.0000
$125.00		0.9141		0.8773		0.7882		0.6368		0.3745		0.0000
$135.00		0.7436		0.7029		0.6157		0.4747		0.2464		0.0000
$145.00		0.6086		0.5666		0.4835		0.3550		0.1611		0.0000
$155.00		0.5004		0.4587		0.3813		0.2660		0.1042		0.0000
$165.00		0.4131		0.3728		0.3014		0.1993		0.0662		0.0000
$175.00		0.3419		0.3037		0.2386		0.1490		0.0409		0.0000
$185.00		0.2836		0.2477		0.1888		0.1109		0.0242		0.0000
$195.00		0.2354		0.2021		0.1493		0.0819		0.0133		0.0000
$205.00		0.1955		0.1648		0.1176		0.0598		0.0064		0.0000

          (d) The exact Share Price and effective dates of the Change in Control transaction may not be set forth on the table above, in which case, if the Share Price is:

     (i) between two Share Prices in the table or such effective date is between two dates in the table, the number of Make-Whole Shares added to the Exchange Rate of the Securities will be determined by a straight-line interpolation between the number of Make-Whole Shares set forth for the higher and lower Share Prices and the two effective dates, as applicable, based on a 360-day year;

     (ii) in excess of $205.00 per share (subject to adjustment as set forth in Section 11.09(b)), the Exchange Rate shall not be increased; or

     (iii) less than $72.89 per share (subject to adjustment as set forth in Section 11.09(b)), no Make-Whole Shares will be added to the Exchange Rate of the Securities.

          (e) Notwithstanding the foregoing, in no event will the Exchange Rate exceed 13.7193 per $1,000 Principal Amount of the Securities, subject to adjustments to the Exchange Rate in the same manner as set forth in Sections 11.06, 11.07 and 11.08.

     SECTION 11.10. Exchange After a Public Acquirer Change of Control.

          (a) In the event of a Public Acquirer Change of Control, the Company may, in lieu of increasing the Exchange Rate pursuant to Section 11.09 above and in lieu of application of Section 11.14, elect to adjust the Exchange Rate and the related conversion obligation such that from and after the effective date of such Public Acquirer Change of Control, Holders shall be entitled to exchange their Securities, subject to the conditions in Section 11.01, into a number of shares of Public Acquirer Common Stock, if applicable, in accordance with Section 11.01.

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     The adjusted Exchange Rate shall be the Exchange Rate in effect immediately before the Public Acquirer Change of Control by multiplying it by a fraction:

               (1) the numerator of which will be (i) in the case of a consolidation, merger or binding share exchange, pursuant to which the Common Shares are exchanged solely into cash, the cash paid or payable per common share or (ii) in any other case, the average of the Sale Prices of the Common Shares for the five consecutive trading days prior to but excluding the effective date of such Public Acquirer Change in Control, and

               (2) the denominator of which will be the average of the last reported sale prices of the Public Acquirer Common Stock on the principal exchange on which such shares are quoted for the five consecutive trading days commencing on the trading day next succeeding the effective date of such Public Acquirer Change of Control.

          (b) In order to make the election pursuant to this Section 11.10, the Company and the issuer of the Public Acquirer Common Stock shall execute with the Trustee a supplemental indenture providing that each Security shall be exchangeable into Public Acquirer Common Stock. Such supplemental indenture shall provide for provisions and adjustments which shall be a nearly equivalent as may be practicable to the provisions and adjustments provided for in this Article 11 as determined in good faith by the Board of Directors of the Company or such issuer (which shall be conclusive).

          (c) At least 22 Trading Days prior to the anticipated effective date of a Public Acquirer Change of Control, the Company will, to the extent practicable, provide a notice to all Holders, the Trustee and the Paying Agent stating whether the Company (i) elects to adjust the Exchange Rate and the related conversion obligation as set forth in this Section 11.10 or (ii) does not elect to so adjust the Exchange Rate and the related exchange obligation, in which case the Holders will have the right to exchange Securities and, if applicable, receive Additional Shares as set forth in Section 11.09.

     SECTION 11.11. When No Adjustment Required.

     No adjustment need be made for rights to purchase Common Shares pursuant to a Guarantor plan for reinvestment of dividends or interest.

     No adjustment need be made for a change in the par value or no par value of the Common Shares.

     To the extent the Securities become exchangeable for cash, assets, property or securities (other than capital stock), no adjustment need be made thereafter as to the cash, assets, property or such securities. Interest will not accrue on the cash.

     No adjustment need be made to the Exchange Rate if Holders of the Securities may participate in the transaction and receive the same consideration the Holders of the Securities would have received had they exchanged their Securities solely into Common Shares based on the applicable Exchange Rate immediately prior to such transaction (assuming such holder of Common Shares received proportionately the same consideration received by all Common Shareholders in the aggregate).

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     SECTION 11.12. Notice of Adjustment.

     Whenever the Exchange Rate is adjusted, the Company shall promptly mail to Holders, a notice of the adjustment and a certificate from the Company’s certified independent public accountants briefly stating the facts requiring the adjustment and the manner of computing it. The Company shall file with the Trustee and the Exchange Agent such notice. The certificate shall, absent manifest error, be conclusive evidence that the adjustment is correct. Neither the Trustee nor any Exchange Agent shall be under any duty or responsibility with respect to any such certificate except to exhibit the same to any Holder desiring inspection thereof.

     SECTION 11.13. Notice of Certain Transactions.

     If (a) the Guarantor makes any distribution or dividend that would require an adjustment in the Exchange Rate pursuant to Section 11.06, 11.07 or 11.08 hereof; (b) the Guarantor takes any action that would require a supplemental indenture pursuant to Section 11.14 hereof; or (c) there is a liquidation, dissolution or winding-up of the Guarantor; then the Company shall mail to Holders and file with the Trustee and the Exchange Agent a notice stating the proposed record date for a dividend or distribution or the proposed effective date of a subdivision, combination, reclassification, consolidation, merger, conveyance, transfer, lease, dissolution, liquidation or winding-up. The Company shall file and mail the notice at least 10 days before such date. Failure to file or mail the notice or any defect in it shall not affect the validity of the transaction.

     SECTION 11.14. Effect of Reclassification, Consolidation, Merger or Transfer.

     If any of the following events occur, namely (i) any reclassification or change of the outstanding Common Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a split, subdivision or combination), (ii) any consolidation, merger or combination of the Guarantor with another Person as a result of which Common Shares shall be converted into stock, securities or other property or assets (including cash), or (iii) any conveyance, transfer or lease of the properties and assets of the Guarantor as, or substantially as, an entirety to any other Person as a result of which holders of Common Shares shall be entitled to receive stock, securities or other property or assets (including cash) with respect to or in exchange for such Common Shares, then, except as provided in Section 11.10 and subject to any required adjustment pursuant to Section 11.09:

          (a) The Company and the Guarantor or the successor or purchasing Person, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture if such supplemental indenture is then required to so comply) providing for the exchange and settlement of the Securities as set forth in this Indenture. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article. If, in the case of any such reclassification, change, consolidation, merger, combination, conveyance, transfer or lease, the Exchange Property includes shares of stock or other securities or other property or assets of a Person other than the successor or purchasing Person, as the case may be, in such reclassification, change, consolidation, merger, combination, conveyance, transfer or lease, then such supplemental indenture shall also be executed by such other Person and shall contain such additional

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provisions to protect the interests of the Holders of the Securities as the Guarantor’s Board of Directors shall reasonably consider necessary by reason of the foregoing, including to the extent required by the Guarantor’s Board of Directors and practicable the provisions providing for the purchase rights set forth in Article 3 herein.

          (b) Notwithstanding the provisions of Section 11.05, the Daily Exchange Values and Daily Settlement Amounts with respect to each $1,000 Principal Amount of Securities exchanged following the effective date of any such transaction, shall be calculated based on the kind and amount of shares of stock and other securities or property or assets (including cash) that would have been received upon such reclassification, change, consolidation, merger, combination, conveyance, transfer or lease by a holder of Common Shares holding, immediately prior to the transaction, a number of Common Shares equal to the Exchange Rate immediately prior to such transaction (the “Exchange Property”) and the Remaining Shares shall be paid in such Exchange Property. For purposes of the foregoing, the definitions of Volume Weighted Average Price and Trading Day would be modified to apply to such Exchange Property as applicable.

          (c) In the event holders of Common Shares have the opportunity to elect the form of consideration to be received in such transaction, the Exchange Property shall consist of the consideration that a majority of the holders of Common Shares who made such an election received in such transaction. The Company and the Guarantor may not become a party to any such transaction unless its terms are consistent with the foregoing.

          (d) The Daily Exchange Values and Daily Settlement Amounts in respect of any Securities exchanged following the effective date of any such transaction shall be calculated in accordance with Section 11.05 but substituting all references to Common Shares with references to “Exchange Property.” For the purpose of determining the value of any Exchange Property:

               (i) Any shares of common stock of the successor or purchasing Person or any other Person that are included in the Exchange Property shall be valued as set forth in Section 11.05 as if such shares were “Common Shares;” and

               (ii) Any other property (other than cash) included in the Exchange Property shall be valued in good faith by the Guarantor’s Board of Directors or by an NYSE member firm selected by the Guarantor’s Board of Directors.

          (e) [Reserved].

          (f) The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at its address appearing on the Securities register provided for in this Indenture, within 20 days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

          (g) The above provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, combinations, sales and conveyances.

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          (h) If this Section applies, none of Sections 11.06, 11.07 and 11.08 hereof apply.

     SECTION 11.15. Company Determination Final.

     Any determination that the Company or its Board of Directors or the Guarantor or its Board of Directors must make pursuant to Section 11.03, 11.06, 11.07, 11.08, 11.09, 11.10, 11.12, 11.13, 11.14 or 11.18 hereof shall be conclusive in the absence of manifest error.

     SECTION 11.16. Trustee’s Adjustment Disclaimer.

     The Trustee has no duty to determine when an adjustment under this Article 11 should be made, how it should be made or what it should be. The Trustee has no duty to determine whether a supplemental indenture under Section 11.14 hereof need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be accountable for and makes no representation as to the validity or value of any securities or assets issued upon exchange of Securities. The Trustee shall not be responsible for the Company’s or the Guarantor’s failure to comply with this Article 11, and shall not be deemed to have knowledge of any adjustment unless and until it shall have received a notice of adjustment pursuant to Section 11.12 hereof. Each Exchange Agent (other than the Company or one of its Affiliates) shall have the same protection under this Section 11.16 as the Trustee.

     SECTION 11.17. Simultaneous Adjustments.

     In the event that this Article 11 requires adjustments to the Exchange Rate under more than one of Section 11.06, 11.07, 11.08(a) or 11.08(b) hereof, and the record dates for the distributions giving rise to such adjustments shall occur on the same date, then such adjustments shall be made by applying, first, the provisions of Section 11.08(a) hereof, second, the provisions of Section 11.08(b) hereof, third, the provisions of Section 11.06 hereof and, fourth, the provisions of Section 11.07 hereof, provided that no adjustment shall be made more than once pursuant to any such individual Section.

     SECTION 11.18. Successive Adjustments.

     After an adjustment to the Exchange Rate under this Article 11, any subsequent event requiring an adjustment under this Article 11 shall cause an adjustment to the Exchange Rate as so adjusted.

     SECTION 11.19. Rights Issued In Respect of Common Shares Issued Upon Exchange.

     Notwithstanding any other provision hereof, in the event that the Guarantor implements a shareholders’ rights plan (other than pursuant to statutory rights), such rights plan shall provide that upon exchange of the Securities the Holders will receive, in addition to the Common Shares issuable upon such exchange, if any, such rights, unless prior to any exchange, the rights have separated from the Common Shares, in which case the Exchange Rate will be adjusted at the time of separation as if the Guarantor had distributed to all holders of Common Shares, shares of its capital stock, evidences of indebtedness or assets as described in Section 11.08(a), subject to readjustment in the event of the expiration, termination or redemption of such rights. In addition,

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in the event of any distribution of rights (not including statutory rights) or warrants that shall have resulted in an adjustment to the Exchange Rate under Section 11.08(a) hereof, (1) in the case of any such rights or warrants which shall all have been redeemed or purchased without exercise by any holders thereof, the Exchange Rate shall be readjusted upon such purchase to give effect to such distribution, as the case may be, as though it were a cash distribution, equal to the per share purchase price received by a holder of Common Shares with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Common Shares as of the date of such purchase, and (2) in the case of any such rights or warrants all of which shall have expired without exercise by any holder thereof, the Exchange Rate shall be readjusted as if such issuance had not occurred.

     SECTION 11.20. Guarantor to Provide Common Shares.

     The Guarantor shall, prior to issuance of any Securities hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Common Shares a sufficient number of Common Shares to permit the exchange of the Securities, and will provide all Common Shares required to be issued upon Exchange of Securities in accordance with Section 11.05. The Common Shares or other securities issued upon exchange of the Securities shall bear any legend required by Section 2.06(d) hereof.

     All Common Shares delivered upon exchange of the Securities shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim.

     The Guarantor shall maintain distributable retained earnings (“vrij uitkeerbare reserve”) of not less than the number of Common Shares that it may be required from time to time to issue upon exchange of the Securities multiplied by the par value of such Common Shares. The par value of any Common Shares issued upon exchange of the Securities shall be charged to (“ten laste gebracht van”) the distributable retained earnings (“vrij uitkeerbare reserve”) referred to in the preceding sentence.

     The Guarantor covenants that if any Common Shares to be provided for the purpose of exchange of Securities hereunder require registration with or approval of any governmental authority under any Dutch, federal or state law before such shares may be validly issued upon exchange, the Guarantor will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be.

     The Guarantor further covenants that if at any time the Common Shares shall be quoted or listed on a national securities exchange or any other automated quotation system, the Guarantor will, if permitted by the rules of such automated quotation system or exchange, list and keep listed, so long as the Common Shares shall be so listed on such automated quotation system or exchange, all Common Shares issuable upon exchange of the Securities; provided, however, that if the rules of such automated quotation system or exchange permit the Guarantor to defer the listing of such Common Shares until the first exchange of the Securities into Common Shares in accordance with the provisions of this Indenture, the Guarantor covenants to list such Common Shares issuable upon exchange of the Securities in accordance with the requirements of such automated quotation system or exchange at such time.

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     SECTION 11.21. General Considerations.

     Whenever successive adjustments to the Exchange Rate are called for pursuant to this Article 11, such adjustments shall be made to the Market Price of the Common Shares as may be necessary or appropriate to effectuate the intent of this Article 11 and to avoid unjust or inequitable results as determined in good faith by the Guarantor’s Board of Directors.

ARTICLE 12.
INTEREST

     SECTION 12.01. Interest Payments.

          (a) The Securities shall provide for payment of interest as specified in paragraph 1 of the Securities.

          (b) Subject to any payments required as provided in Section 11.02, Holders of Securities at the close of business on a Record Date will receive payment of interest, payable on the corresponding Interest Payment Date notwithstanding the exchange of such Securities at any time after the close of business on such Record Date.

          (c) In the event that any date on which interest or any other amount is payable on a Security is not a Business Day, then a payment of the amount payable on such date will be made on the next succeeding day which is a Business Day and (without any interest or other payment in respect of any such delay) with the same force and effect as if made on the date the payment was originally payable.

     SECTION 12.02. Defaulted Interest; Interest Rights Preserved.

     Except as otherwise specified with respect to the Securities, any interest on any Security that is payable, but is not punctually paid or duly provided for, within 30 days following any interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder thereof on the relevant Interest Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (a) or (b) below:

          (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities are registered at the close of business on a special record date (herein called “Special Interest Record Date”) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment (which shall not be less than 20 days after such notice is received by the Trustee), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Interest Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less

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than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Interest Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Interest Record Date therefor to be mailed, first-class postage prepaid, to each Holder at his address as it appears on the list of Holders maintained pursuant to Section 2.05 hereof not less than 10 days prior to such Special Interest Record Date. The Trustee may, in its discretion, in the name and at the expense of the Company, cause a similar notice to be published at least once in an Authorized Newspaper in each place of payment, but such publications shall not be a condition precedent to the establishment of such Special Interest Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the persons in whose names the Securities are registered at the close of business on such Special Interest Record Date and shall no longer be payable pursuant to the following clause (2).

          (b) The Company may make payment of any Defaulted Interest on the Securities in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

     Subject to the foregoing provisions of this Section and Section 2.07 hereof, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

ARTICLE 13.
MISCELLANEOUS

     SECTION 13.01. Trust Indenture Act.

     This Indenture is hereby made subject to, and shall be governed by, the provisions of the TIA required to be part of and to govern indentures qualified under the TIA; provided, however, that this Section 13.01 shall not require this Indenture or the Trustee to be qualified under the TIA prior to the time such qualification is in fact required under the terms of the TIA, nor shall it constitute any admission or acknowledgment by any party that any such qualification is required prior to the time such qualification is in fact required under the terms of the TIA. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in an indenture qualified under the TIA, such required provision shall control.

     SECTION 13.02. Notices.

     Any request, demand, authorization, notice, waiver, consent or communication shall be in writing in the English language and delivered in Person or mailed by first class mail, postage prepaid, addressed as follows or transmitted by facsimile transmission (confirmed by overnight courier) to the following facsimile numbers:

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     if to the Company:

Core Laboratories LP
6316 Windfern Road
Houston, Texas 77040
Attn: General Counsel
Telephone Number: (713) 328-2673
Facsimile Number: (713) 328-2152

     if to the Guarantor:

Core Laboratories N.V.
Herengracht 424
1017 BZ Amsterdam
The Netherlands

     with a copy to:

Core Laboratories LP
6316 Windfern Road
Houston, Texas 77040
Attn: General Counsel
Telephone Number: (713) 328-2673
Facsimile Number: (713) 328-2152

     if to the Trustee:

Wells Fargo Bank, National Association
1445 Ross Avenue – 2nd Floor
Dallas, Texas 75202
Attn: Corporate Trust Services
Telephone Number: (214) 740-1573
Facsimile Number: (214) 777-4086

     Each of the Company, the Guarantor or the Trustee by notice to the others may designate additional or different addresses for subsequent notices or communications. Notices to the Trustee shall be effective only upon receipt.

     Any notice or communication given to a Holder shall be mailed to the Holder, by first class mail, postage prepaid, at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

     Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not received by the addressee.

     If the Company or the Guarantor mails a notice or communication to the Holders, it shall mail a copy to the Trustee and each Registrar, Paying Agent, Exchange Agent or co-registrar.

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     SECTION 13.03. Communication by Holders with Other Holders.

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

     SECTION 13.04. Certificate and Opinion as to Conditions Precedent.

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

          (a) an Officers’ Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

          (b) an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

     SECTION 13.05. Statements Required in Certificate or Opinion.

     Each Officers’ Certificate or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture shall include:

          (a) a statement that each individual making such Officers’ Certificate or Opinion of Counsel has read such covenant or condition;

          (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such Officers’ Certificate or Opinion of Counsel are based;

          (c) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

          (d) a statement that, in the opinion of such individual, such covenant or condition has been complied with.

     SECTION 13.06. Separability Clause.

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

     SECTION 13.07. Rules by Trustee, Paying Agent, Exchange Agent and Registrar.

     The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar, Exchange Agent and the Paying Agent may make reasonable rules for their functions.

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     SECTION 13.08. Governing Law.

     THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THIS INDENTURE AND THE SECURITIES.

     SECTION 13.09. No Recourse Against Others.

     A director, officer, employee or stockholder, as such, of the Company or the Guarantor shall not have any liability for any obligations of the Company or the Guarantor under the Securities, the Guarantee or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Securities.

     SECTION 13.10. Record Date for Vote or Consent of Securityholders.

     The Company may set a record date for purposes of determining the identity of Holders entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture, which record date shall be the later of 10 days prior to the first solicitation of such vote or consent or the date of the most recent list of Holders furnished to the Trustee pursuant to Section 2.05 prior to such solicitation. If a record date is fixed, those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to take such action by vote or consent or to revoke any vote or consent previously given, whether or not such Persons continue to be Holders after such record date.

     SECTION 13.11. Submission to Jurisdiction; Service of Process.

     The Guarantor hereby irrevocably submits, to the fullest extent permitted by law, to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in the Borough of Manhattan in New York City for purposes of all legal proceedings arising out of or relating to this Indenture, the Securities or Guarantee, or the transactions contemplated hereby or thereby. The Guarantor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. The Guarantor hereby irrevocably designates and appoints the Company as its authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process in accordance with applicable law upon the Company (or any successor) at its office specified in Section 13.02 and written notice of such service to the Guarantor, mailed or delivered to the Company at such address, shall be deemed in every respect effective service of process upon the Guarantor in any such suit, action or proceeding and shall be taken and held to be valid personal service upon the Guarantor. Such designation and appointment shall be irrevocable. Nothing in this Section 13.11 shall affect the right of any party hereto to service process in any manner permitted by law or limit the right of any party hereto to bring proceeding against the Guarantor in the courts of any jurisdiction or jurisdictions.

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     SECTION 13.12. Successors.

     All agreements of the Company and the Guarantor in this Indenture and the Securities shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successor.

     SECTION 13.13. Multiple Originals.

     The parties may sign any number of copies (including by facsimile) of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

(Signature Page Follows)

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     IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this Indenture on behalf of the respective parties hereto as of the date first written above.

CORE LABORATORIES LP
By:	Core Laboratories, LLC, its general partner
By:
Name:	Richard L. Bergmark
Title:	Chief Financial Officer
CORE LABORATORIES N.V.
By:	Core Laboratories International B.V.,
	its Sole Managing Director
By:
Name:	Jan Willem Sodderland
Title:	Managing Director of Core Laboratories
	International B.V.
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
By:
Name:
Title:

[Signature Page to Indenture]

EXHIBIT A

[FORM OF LEGEND FOR GLOBAL SECURITY]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFERS, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFER IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[RESTRICTED SECURITY LEGEND]

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE AND THE COMMON SHARES ISSUABLE UPON EXCHANGE HEREOF MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS NOTE AND THE CORE LAB’S COMMON SHARES ISSUABLE UPON EXCHANGE HEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO CORE LABORATORIES N.V. OR TO CORE LABORATORIES LP OR ANY SUBSIDIARY THEREOF, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF AVAILABLE) OR ANOTHER AVAILABLE EXEMPTION OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF THE CASES (I) THROUGH (IV) ABOVE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED

A-1

TO IN (A) ABOVE. IN ANY CASE, THE HOLDER HEREOF WILL NOT, DIRECTLY OR INDIRECTLY, ENGAGE IN ANY HEDGING TRANSACTIONS WITH REGARD TO THE SECURITIES EXCEPT AS PERMITTED UNDER THE SECURITIES ACT.

WITH RESPECT TO TRANSACTIONS WITHIN THE EUROPEAN ECONOMIC AREA (“EEA”) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED AS PART OF ITS INITIAL DISTRIBUTION OR AT ANY TIME THEREAFTER, DIRECTLY OR INDIRECTLY, (A) TO INDIVIDUALS OR LEGAL ENTITIES OTHER THAN TO PROFESSIONAL MARKET PARTIES WITHIN THE MEANING OF THE EXEMPTION REGULATION PURSUANT TO THE DUTCH ACT ON THE SUPERVISION OF THE CREDIT SYSTEM 1992 (“PMPs”)AND (B) UNLESS IN AN AGGREGATE VALUE (WITH OTHER NOTES OFFERED, SOLD, TRANSFERRED OR DELIVERED) OF AT LEAST €100,000.

EACH INDIVIDUAL OR LEGAL ENTITY BY PURCHASING THIS NOTE (OR ANY INTEREST HEREIN) IN THE EEA, WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT IT IS SUCH A PMP AND IS ACQUIRING THIS NOTE FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A PMP.

EACH HOLDER OF THIS NOTE (OR ANY INTEREST HEREIN), BY PURCHASING THIS NOTE IN THE EEA (OR ANY INTEREST HEREIN), WILL BE DEEMED TO HAVE REPRESENTED AND AGREED FOR THE BENEFIT OF THE ISSUER THAT (1) THIS NOTE (OR ANY INTEREST HEREIN) MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED OTHER THAN TO A PMP ACQUIRING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A PMP AND THAT (2) THE HOLDER WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS DESCRIBED HEREIN TO ANY SUBSEQUENT TRANSFEREE.

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CORE LABORATORIES LP

0.25% SENIOR EXCHANGEABLE NOTE DUE 2011

No.
Issue Date:
Principal Amount: $

CUSIP NO.:          

     Core Laboratories LP, a Delaware limited partnership, promises to pay to                     , or registered assigns, on October 31, 2011 the Principal Amount of                               Dollars ($                    ) or such greater or lesser Principal Amount as may be shown on Schedule A hereto.]¹

     Interest Rate: 0.25% per annum.

     Interest Payment Dates: April 30 and October 31, commencing April 30, 2007.

     Regular Record Dates: April 15 and October 15.

     This Security is exchangeable as specified on the other side of this Security.

     Additional provisions of this Security are set forth on the other side of this Security.

     Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

¹ For inclusion in the global Security only.

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     IN WITNESS WHEREOF, Core Laboratories LP has caused this instrument to be duly executed.

CORE LABORATORIES LP

By: Core Laboratories, LLC, its general partner

By:

Name:

Title:

Dated:

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TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities referred to in the within-mentioned Indenture.

Wells Fargo Bank, National Association, as Trustee

By:
	Authorized Signatory
Date of authentication:

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[FORM OF REVERSE SIDE OF SECURITY]

CORE LABORATORIES LP

0.25% EXCHANGEABLE NOTE DUE 2011

1. Interest

     The Company will pay interest semiannually on April 30 and October 31 of each year commencing on April 30, 2007 at the rate of 0.25% per annum. Interest will be paid to the holders of record of the Securities at the close of business on the April 15 or October 15 immediately preceding the relevant interest payment date (except as otherwise provided in the Indenture with respect to Special Record Dates for Defaulted Interest). Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from November 6, 2006. Interest will be computed on the basis of a 360-day year of twelve 30-day months. If a payment date is not a Business Day, payment will be made on the next succeeding Business Day, and no additional interest will accrue in respect of such payment by virtue of the payment being made on such later date.

2. Method of Payment

     Subject to the terms and conditions of the Indenture, the Company will make payments in respect of the Securities to the Persons entitled thereto. Holders must surrender Securities to the Paying Agent to collect payments in respect of the Principal Amount of the Securities. The Company will make all cash payments due on the Securities (i) by wire transfer of immediately available funds with respect to Securities held in book-entry form or Securities held in certificated form with an aggregate Principal Amount in excess of $2,000,000 whose Holder has requested such method of payment and provided wire transfer instructions to the Paying Agent or (ii) by check payable in such money mailed to a Holder’s registered address with respect to any other certificated Securities. The Company will pay cash amounts due on the Securities in money of the United States that at the time of payment is legal tender for payment of public and private debts.

3. Paying Agent, Exchange Agent and Registrar

     Initially, the Trustee will act as Paying Agent, Exchange Agent and Registrar. The Company may appoint and change any Paying Agent, Exchange Agent, Registrar or co-registrar without notice, other than notice to the Trustee. The Company, the Guarantor or any of their Subsidiaries or Affiliates may act as Paying Agent, Exchange Agent, Registrar or co-registrar.

4. Indenture

     The Company issued the Securities under an Indenture (the “Indenture”), dated as of November 6, 2006, among the Company, the Guarantor and the Trustee. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms.

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     The Securities are general unsecured obligations of the Company, and are fully and unconditionally guaranteed as to payment by the Guarantor as provided in Article 10 of the Indenture and as evidenced by the notation of Guarantee endorsed hereon. The Indenture does not limit the indebtedness issued thereunder or other indebtedness of the Company or the Guarantor, whether secured or unsecured.

5. Purchase at the Option of the Holder Upon a Change of Control

     Subject to the terms and conditions of the Indenture, in the event any Change in Control shall occur, each Holder of Securities shall have the right, at the Holder’s option, to require the Company to purchase any or all of such Holder’s Securities (or portions thereof that are integral multiples of $1,000 of Principal Amount), on the Change in Control Purchase Date, which date is no earlier than 20 Trading Days and no later than 35 Trading Days after the date notice of the Change in Control is mailed in accordance with the Indenture and in no event prior to the date on which the Change in Control occurs, at a price, payable in cash equal to the Principal Amount plus accrued and unpaid interest, if any, and Additional Amounts, if any, to, but excluding, the Change in Control Purchase Date.

6. Ranking

     The Securities and the Guarantee rank equally in contractual right of payment with all of the other existing and future unsubordinated indebtedness of the Company and the Guarantor, respectively.

7. Exchange

     A Holder of a Security may exchange this Security, in whole or in part, for cash and, if applicable, Common Shares during the 30 calendar days ending at the close of business on the Business Day immediately preceding the Stated Maturity (unless earlier purchased), and prior thereto, only upon the occurrence of one of the events set forth in Section 11.01 of the Indenture. A Security in respect of which a Holder has delivered a notice of exercise of the option to require the Company to purchase such Security in the event of a Change in Control may be exchanged only if the notice of exercise is withdrawn in accordance with the terms of the Indenture.

     In the event a Change in Control occurs and a Holder surrenders the Securities for exchange pursuant to Section 11.01 of the Indenture during the period beginning on (and including) the effective date of a Change in Control and ending on (and including) the Change in Control Purchase Date in connection with such Change in Control, to the extent required pursuant to Article 11 of the Indenture, the Exchange Rate may be adjusted as provided in Section 11.09 of the Indenture.

     The initial Exchange Rate is 10.5533 Common Shares per $1,000 Principal Amount, subject to adjustment in certain events described in the Indenture. The Company will deliver cash or a check in lieu of any fractional Common Share if Common Shares are issued upon such exchange.

     To exchange this Security a Holder must (1) complete and manually sign the exchange notice on the back of this Security (or complete and manually sign a facsimile of such notice)

A-7

and deliver such notice to the Exchange Agent, (2) complete and manually sign the exchange notice to the Company on the back of this Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Company, (3) surrender this Security to the Exchange Agent, (4) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, the Company or the Trustee, (5) pay any transfer or similar tax, if required, and (6) if required by Section 11.02 of the Indenture, pay funds equal to the interest payable on the next Interest Payment Date.

     A Holder may exchange a portion of this Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. No payment or adjustment will be made for dividends on the Common Shares except as provided in the Indenture. Except as provided in Section 11.02 of the Indenture, on exchange of this Security, that portion of accrued but unpaid interest (excluding Liquidated Damages), if any, and Additional Amounts, if any, to the Exchange Date with respect to the exchanged portion of this Security shall be deemed to be paid in full and not canceled, extinguished and forfeited through the delivery of the Settlement Amount in exchange for the portion of this Security being exchanged pursuant to the terms hereof.

8. Denominations, Transfer; Exchange

     The Securities are in registered form, without coupons, in denominations of $1,000 of Principal Amount and integral multiples of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not transfer or exchange any Securities in respect of which a Change in Control Purchase Notice has been given and not withdrawn (except, in the case of a Security to be purchased in part, the portion of the Security not to be purchased).

9. Persons Deemed Owners

     The registered holder of this Security may be treated as the owner of this Security for all purposes.

10. Unclaimed Monies or Securities

     The Trustee and the Paying Agent shall return to the Company upon written request any money or securities held by them for the payment of any amount with respect to the Securities that remains unclaimed for six months, provided, however, that the Trustee or such Paying Agent, before being required to make any such return, shall in the event that the Securities are no longer held in global form, at the expense of the Company cause to be published once in a newspaper of general circulation in The City of New York or mail to each such Holder notice that such money or securities remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing, any unclaimed money or securities then remaining will be returned to the Company. After return to the Company, Holders entitled to the money or securities must look to the Company for payment as general creditors unless an applicable abandoned property law designates another Person.

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11. Amendment; Waiver

     Subject to certain exceptions set forth in the Indenture, (i) the Indenture or the Securities may be amended with the written consent of the Holders of at least a majority in aggregate Principal Amount of the Securities at the time outstanding and (ii) certain Defaults and Events of Defaults may be waived with the consent of the Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company, the Guarantor and the Trustee may amend the Indenture or the Securities to cure any ambiguity, defect or inconsistency, or to provide for the assumption of the Company’s or the Guarantor’s obligations to the Holders of the Securities in case of a merger or consolidation or sale of all or substantially all of the Company’s or the Guarantor’s assets; to provide for uncertificated Securities in addition to or in place of certificated Securities; or to make any change that does not adversely affect the rights of any Holder or to comply with any requirement of the SEC in connection with the qualification of the Indenture under the TIA.

12. Defaults and Remedies

     If an Event of Default as defined in the Indenture occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate Principal Amount of the Securities at the time outstanding, may, subject to the limitations in the Indenture, declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being declared due and payable immediately upon the occurrence of such Events of Default.

     Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power.

13. Trustee Dealings with the Company

     The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company, the Guarantor or their Affiliates and may otherwise deal with the Company, the Guarantor or their Affiliates with the same rights it would have if it were not Trustee.

14. No Recourse Against Others

     A director, officer, employee or stockholder, as such, of the Company or the Guarantor shall not have any liability for any obligations of the Company or the Guarantor under the Securities, the Guarantee or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

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15. Authentication

     This Security shall not be valid until an authorized signatory of the Trustee manually signs the Trustee’s Certificate of Authentication on the other side of this Security.

16. Abbreviations

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

17. Registration Rights

     The Holders of Restricted Securities are entitled to the benefits set forth in Registration Rights Agreement relative to registration of the Securities.

18. Governing Law

     THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THIS SECURITY.

19. Indenture to Control

     In case of any conflict between the provisions of this Security and the Indenture, the provisions of the Indenture shall control.

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

Core Laboratories LP
6316 Windfern Road
Houston, Texas 77040
Attention: Legal Department

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[FORM OF NOTATION ON SECURITY RELATING TO GUARANTEE]

     The Guarantor (which term includes any successor Person in such capacity under the Indenture), has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, the due and punctual payment of the Principal Amount, interest, and Additional Amounts, if any, on these Securities and all other amounts due and payable under the Indenture and these Securities by the Company.

     The obligations of the Guarantor to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee.

Guarantor:
CORE LABORATORIES N.V.
By:	Core Laboratories International B.V.,
	its Sole Managing Director
By:
Name:
Title:

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[FORM OF EXCHANGE NOTICE]

EXCHANGE NOTICE
TO THE EXCHANGE AGENT

To: Core Laboratories LP
Core Laboratories N.V.
c/o Exchange Agent

The undersigned registered holder of this Security hereby irrevocably exercises the option to exchange this Security, or portion hereof (which is $1,000 Principal Amount (as defined in the Indenture to which this Security is subject) or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security, and directs that the consideration issuable and deliverable upon such exchange, together with any check in payment for fractional shares, if any, and any Securities representing any unexchanged Principal Amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Security not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.

Dated:
	Signature(s)
Fill in for payment of cash or other
property, registration of shares
if to be delivered, and Securities
if to be issued other than to and in
the name of the registered holder:
	(Name)
	(Street Address)
	(City, State and Zip Code)
	Please print name and address
	Principal Amount to be exchanged (if less than all):
	$___,000
	Social Security or Other Taxpayer
	Identification Number: ___

A-12

[FORM OF EXCHANGE NOTICE]

CONFIRMING
EXCHANGE NOTICE
TO BE SENT TO THE COMPANY

To: Core Laboratories LP
Core Laboratories N.V.

     The undersigned registered holder of this Security hereby irrevocably exercises the option to exchange this Security, or portion hereof (which is $1,000 Principal Amount (as defined in the Indenture to which this Security is subject) or an integral multiple thereof) below designated in accordance with the terms of the Indenture referred to in this Security, and directs that the consideration issuable and deliverable upon such exchange, together with any check in payment for fractional shares, if any, and any Securities representing any unexchanged Principal Amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Security not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto.

Dated:
	Signature(s)
Fill in for payment of cash or other
property, registration of shares
if to be delivered, and Securities
if to be issued other than to and in
the name of the registered holder:
	(Name)
	(Street Address)
	(City, State and Zip Code)
	Please print name and address
	Principal Amount to be exchanged
	(if less than all):
	$___,000
	Social Security or Other Taxpayer
	Identification Number: ___

A-13

[FORM OF OPTION TO ELECT PURCHASE
UPON A CHANGE IN CONTROL]

To: Core Laboratories LP

     The undersigned registered holder of this Security hereby acknowledges receipt of a notice from Core Laboratories LP (the “Company”) as to the occurrence of a Change in Control as defined in the Indenture to which this Security is subject and requests and instructs the Company to purchase this Security, or the portion hereof (which is $1,000 Principal Amount (as defined in the Indenture to which this Security is subject) or an integral multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security.

Dated:
	Signature(s)
	Principal Amount to be purchased
	(if less than all):
	$___,000
	Social Security or Other Taxpayer
	Identification Number: ___

A-14

TRANSFER NOTICE

     This Transfer Notice relates to $                     Principal Amount (as defined in the Indenture to which the referenced Securities are subject) of the 0.25% Senior Exchangeable Notes Due 2011 of Core Laboratories LP, a Delaware limited partnership, held by                      (the “Transferor”).

(I) or (we) assign and transfer this Security to

(Print or type assignee’s name, address and zip code)

(Insert assignee’s social security or tax I.D. no.)

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

Your Signature:

     (Sign exactly as your name appears on the other side of this Security)

Date:

Signature Guarantee:²

In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the date that is two years after the later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred:

CHECK ONE BOX BELOW

     (1) o to Core Laboratories N.V., Core Laboratories LP or any subsidiary thereof; or

     (2) o pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or

² Signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar which requirements include membership or participation in the Security Transfer Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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     (3) o pursuant to another available exemption from the registration requirements of the Securities Act of 1933 provided by Rule 144 thereunder; or

     (4) o pursuant to an effective registration statement under the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (3) or (4) is checked, the Trustee may require, prior to registering any such transfer of the Securities such legal opinions, certifications and other information as it has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

     (5) o The transferee is an Affiliate of the Company.

Signature

Date

Signature Guarantee³

³ Signature must be guaranteed by a commercial bank, trust company or member firm of the New York Stock Exchange.

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TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED.

     The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Dated:
	[Signature of executive officer of purchaser]
	Name:
	Title:

A-17

[FORM OF SCHEDULE FOR ENDORSEMENTS ON GLOBAL SECURITY
TO REFLECT CHANGES IN PRINCIPAL AMOUNT]

SCHEDULE A

Changes to Principal Amount of Global Security

	PRINCIPAL AMOUNT OF
	SECURITIES BY WHICH THIS
	GLOBAL SECURITY IS TO BE
	REDUCED OR INCREASED,	REMAINING PRINCIPAL
	AND REASON FOR	AMOUNT OF THIS	NOTATION
DATE	REDUCTION OR INCREASE	GLOBAL SECURITY	MADE BY

A-18

EX-4.3

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

Dated as of November 6, 2006

By and Among

CORE LABORATORIES LP,

as Issuer,

CORE LABORATORIES N.V.

as Guarantor

and

The Initial Purchasers Party Hereto

0.25% Senior Exchangeable Notes Due 2011

TABLE OF CONTENTS

	Page
1. Definitions	1
2. Shelf Registration	5
3. Liquidated Damages	7
4. Registration Procedures	8
5. Holder’s Obligations	14
6. Registration Expenses	15
7. Indemnification	16
8. Rules 144 and 144A	18
9. Miscellaneous	19

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REGISTRATION RIGHTS AGREEMENT

PREAMBLE

     This Registration Rights Agreement (the “Agreement”) is made as of November 6, 2006 by and among Core Laboratories LP, a Delaware limited partnership (the “Company”), Core Laboratories N.V., a Netherlands limited liability company (the “Guarantor”) and Lehman Brothers Inc. and Banc of America Securities LLC, acting on behalf of the several parties (the “Initial Purchasers”) named in Schedule A to that certain Purchase Agreement, dated October 31, 2006 (as it may be amended from time to time, the “Purchase Agreement”), by and among the Company, the Guarantor and Lehman Brothers Inc. and Banc of America Securities LLC as representatives of the Initial Purchasers.

RECITALS

     This Agreement is entered into in connection with the Purchase Agreement, which provides for the sale by the Company to the Initial Purchasers of $250,000,000 aggregate principal amount of the Company’s .25% Senior Exchangeable Notes Due 2011 (the “Firm Notes”), which are exchangeable into common shares of the Guarantor, EUR 0.04 par value per share (the “Underlying Shares”), plus up to an additional $50,000,000 aggregate principal amount of .25% Senior Exchangeable Notes Due 2011, which the Initial Purchasers may subsequently elect to purchase pursuant to the terms of the Purchase Agreement (the “Additional Notes” and together with the Firm Notes and the related Guarantees (as defined below), the “Notes”). The Notes are being issued pursuant to an indenture dated as of the date hereof (the “Indenture”), to be entered into among the Company, the Guarantor and Wells Fargo Bank, National Association, as trustee (the “Trustee”) on November 6, 2006. The Notes will be fully and unconditionally guaranteed (the “Guarantees”) by the Guarantor. The Notes and the Underlying Shares are collectively referred to herein as the “Securities.”

     In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantor have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Securities as provided herein. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Firm Notes under the Purchase Agreement.

AGREEMENT

     The parties hereby agree as follows:

     1. Definitions

     As used in this Agreement, the following terms shall have the following meanings:

     Additional Notes: Has the meaning given such term in the Recitals.

     Agreement: Has the meaning given such term in the Preamble.

     Amendment Effectiveness Deadline Date: See Section 2(d)(i) hereof.

     Amount of Registrable Securities: (a) With respect to Notes constituting Registrable Securities, the aggregate principal amount of all such Notes outstanding, (b) with respect to Underlying Shares constituting Registrable Securities, the aggregate number of such Underlying Shares outstanding multiplied by the Exchange Rate (as defined in the Indenture) in effect at the time of computing the Amount of Registrable Securities or, if no such Notes are then outstanding, the last Exchange Rate in effect under such Indenture when any such Notes were last outstanding and (c) with respect to combinations thereof, the sum of (a) and (b) for the relevant Registrable Securities.

     Automatic Shelf Registration Statement: Has the meaning ascribed to it in Rule 405 promulgated under the Securities Act.

     Board: The Board of Directors of the Guarantor.

     Business Day: Any day that is not a Saturday, Sunday or a day on which banking institutions in New York, Texas or The Netherlands are authorized or required by law to be closed.

     Closing Date: November 6, 2006.

     Company: Has the meaning given such term in the Preamble.

     Damages Payment Date: See Section 3(c) hereof.

     Deferral Period: See Section 2(d) hereof.

     Depositary: The Depository Trust Company until a successor is appointed by the Company.

     Effectiveness Date: The 180th day after the Closing Date.

     Effectiveness Period: The period commencing on the date that the Initial Shelf Registration Statement is declared effective under the Securities Act and ending on the date that all Notes, related Guarantees and Underlying Shares have ceased to be Registrable Securities.

     Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder and any successor act, rules and regulations.

     Filing Date: The 90th day after the Closing Date.

     Guarantees: Has the meaning given such term in the Recitals.

     Guarantor: Has the meaning given such term in the Preamble.

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     Holder: Any holder or owner of a beneficial interest in Registrable Securities.

     Indemnified Holder: See Section 7 hereof.

     Indemnified Person: See Section 7 hereof.

     Indemnifying Person: See Section 7 hereof.

     Indenture: Has the meaning given such term in the Recitals.

     Initial Purchasers: Has the meaning given such term in the Preamble.

     Initial Shelf Registration: See Section 2(a) hereof.

     Inspectors: See Section 4(m) hereof.

     Liquidated Damages: See Section 3(a) hereof.

     NASD: The National Association of Securities Dealers, Inc.

     Notes: Has the meaning given such term in the Recitals.

     Notice and Questionnaire: A written notice delivered to the Company containing substantially the information called for by the Selling Security Holder Notice and Questionnaire attached as Annex A to the Memorandum relating to the Notes dated as of November 6, 2006 (or any amendment or supplement thereto) as such notice may be amended by the Company to the extent reasonably necessary to ensure compliance with applicable law.

     Notice Holder: On any date, any Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date.

     Person: An individual, partnership, corporation, limited liability company, unincorporated association, trust or joint venture, or any similar entity formed under the laws of any country, state, principality, province or other governmental subdivision, or a governmental agency or political subdivision thereof.

     Prospectus: The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

     Purchase Agreement: Has the meaning given such term in the Recitals.

     QIU: See Section 4(p) hereof.

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     Records: See Section 4(m) hereof.

     Registrable Securities: All Notes and all Underlying Shares upon original issuance thereof and at all times subsequent thereto until the earliest to occur of (i) a Registration Statement or Registration Statements covering such Notes and Underlying Shares having been declared effective by the SEC and remaining effective until such Notes and Underlying Shares having been disposed of or issued and sold, as the case may be, in accordance with such effective Registration Statement, (ii) such Notes and Underlying Shares having been sold in compliance with Rule 144 or (except with respect to affiliates of the Company within the meaning of the Securities Act) are eligible for sale in compliance with Rule 144(k), or (iii) such Notes and any Underlying Shares ceasing to be outstanding.

     Registration Default: See Section 3(a) hereof.

     Registration Statement: Any registration statement of the Company or the Guarantor that covers the Registrable Securities filed with the SEC pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

     Rule 144: Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144A) or regulation hereafter adopted by the SEC providing for offers and sales of securities made in compliance therewith resulting in offers and sales by subsequent holders that are not affiliates of an issuer of such securities being free of the registration and prospectus delivery requirements of the Securities Act.

     Rule 144A: Rule 144A promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule (other than Rule 144) or regulation hereafter adopted by the SEC.

     Rule 415: Rule 415 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

     Rule 430B: Rule 430B promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

     SEC: The Securities and Exchange Commission.

     Securities Act: The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder and any successor act, rules and regulations.

     Shelf Registration: See Section 2(b) hereof.

     Shelf Registration Statement: See Section 2(b) hereof.

     Subsequent Shelf Registration: See Section 2(b) hereof.

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     TIA: The Trust Indenture Act of 1939, as amended, and the rules and regulations of the SEC promulgated thereunder and any successor act, rules and regulations.

     Trustee: Has the meaning given such term in the Recitals.

     Underlying Shares: Has the meaning given such term in the Recitals.

     2. Shelf Registration.

     (a) Shelf Registration. To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company and the Guarantor shall use their respective reasonable best efforts to file with the SEC a Registration Statement or Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 (or, in the event Rule 415 shall not be available for any of the Registrable Securities for an offering to be made as permitted under the terms of the Notes and this Agreement, including the offering of the Underlying Shares upon the exchange, repurchase or redemption of the Notes) for an offering covering all of the Registrable Securities (the “Initial Shelf Registration”) on or prior to the Filing Date.

     The Initial Shelf Registration shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for (i) in the case of the Notes constituting Registrable Securities, resale by Holders, and (ii) in the case of Underlying Shares constituting Registrable Securities, (x) the issuance and sale by the Guarantor, or (y) the resale by Holders, as the case may be, in each case in the manner or manners set forth in such Registration Statement and in Rule 415 (if such rule is available for the Initial Shelf Registration). The Company shall not permit any securities other than the Registrable Securities to be included in the Initial Shelf Registration or any Subsequent Shelf Registration.

     The Company and the Guarantor shall use their respective reasonable best efforts to cause the Initial Shelf Registration to be declared effective under the Securities Act on or prior to the Effectiveness Date and to keep such Initial Shelf Registration continuously effective under the Securities Act until the expiration of the Effectiveness Period. To the extent permitted by applicable law and the interpretations of the staff of the SEC, the Initial Registration Statement may be terminated with respect to either the Notes or the Underlying Securities, as the case may be, on the date the Effectiveness Period expires. At the time the Initial Shelf Registration is declared effective, each Holder that became a Notice Holder on or prior to the date five (5) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law.

     (b) Subsequent Shelf Registrations. If the Initial Shelf Registration or any Subsequent Shelf Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than because of the sale of all of the securities registered thereunder), the Company and the Guarantor shall use their respective reasonable best efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 45 days of such cessation of effectiveness amend the Initial Shelf Registration in a

5

manner to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional “shelf” Registration Statement pursuant to Rule 415 covering all of the Registrable Securities (or, in the event Rule 415 shall not be available for any of the Registrable Securities, covering an offering to be made as permitted under the terms of the Notes and this Agreement, including the offering of the Underlying Shares upon exchange, repurchase or redemption of the Notes) (each, a “Subsequent Shelf Registration”). If a Subsequent Shelf Registration is filed, the Company and the Guarantor shall use their respective reasonable best efforts to cause the Subsequent Shelf Registration to be declared effective under the Securities Act as soon as practicable after such filing and to keep such Registration Statement continuously effective until the termination of the Effectiveness Period. As used herein the term “Shelf Registration” means the Initial Shelf Registration and any Subsequent Shelf Registration and the term “Shelf Registration Statement” means any Registration Statement or Registration Statements filed in connection with a Shelf Registration.

     (c) Supplements and Amendments. The Company and the Guarantor shall promptly use their respective reasonable best efforts to supplement and amend the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used for such Shelf Registration, if required by the Securities Act, or if reasonably requested by the Holders of the majority in Amount of Registrable Securities covered by such Registration Statement.

     (d) Notice Holders. Each Holder agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus, it will do so only in accordance with this Section 2(d) and Section 5. Following the date that the Initial Shelf Registration Statement is declared effective, each Holder wishing to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least three (3) Business Days prior to any intended distribution of Registrable Securities under the Shelf Registration Statement. Each Holder who elects to sell Registrable Securities pursuant to a Shelf Registration Statement agrees by submitting a Notice and Questionnaire to the person specified therein, it will be bound by the terms and conditions of the Notice and Questionnaire and this Agreement. From and after the date the Initial Shelf Registration Statement is declared effective, the Company shall, as promptly as practicable after the date a Notice and Questionnaire is delivered to the address specified in the Notice and Questionnaire, and in any event upon the later of (x) ten (10) Business Days after such date or (y) ten (10) Business Days after the expiration of any period in which the Guarantor and the Company shall have suspended the effectiveness of the Shelf Registration Statement pursuant to Section 3(b) hereof (each, a “Deferral Period”) in effect when the Notice and Questionnaire is delivered or put into effect within ten (10) Business Days of such delivery date:

     (i) if required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that the Holder delivering such Notice and Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company and the Guarantor shall file a

6

post-effective amendment to the Shelf Registration Statement, use its best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable, but in any event by the date (the “Amendment Effectiveness Deadline Date”) that is forty-five (45) days after the date such post-effective amendment is required by this clause to be filed;

     (ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and

     (iii) notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i);

     provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in accordance with Section 3(b). Notwithstanding anything contained herein to the contrary, (i) neither the Company nor the Guarantor shall be under any obligation to name any Holder that is not a Notice Holder as a selling securityholder in any Registration Statement or related Prospectus and (ii) the Amendment Effectiveness Deadline Date shall be extended by up to ten (10) Business Days from the expiration of a Deferral Period (and the Company and the Guarantor shall incur no obligation to pay Liquidated Damages during such extension) if such Deferral Period shall be in effect on the Amendment Effectiveness Deadline Date.

     3. Liquidated Damages

     (a) The Company, the Guarantor and the Initial Purchasers agree that the Holders will suffer damages if the Company and the Guarantor fail to fulfill their obligations under Section 2 hereof and that it would not be feasible to ascertain the extent of the damages in either case with precision. Accordingly, the Company agrees to pay in the aggregate liquidated damages on the principal amount of Notes that constitute Registrable Securities at a rate of 0.25% per annum (“Liquidated Damages”) under the circumstances (each of which shall be given independent effect; each a “Registration Default”):

     (i) if the Initial Shelf Registration is not filed on or prior to the Filing Date, then commencing on the day after the Filing Date, Liquidated Damages shall accrue on the Notes that constitute Registrable Securities;

     (ii) if the Company or the Guarantor fails to cause the Initial Shelf Registration to be declared effective by the SEC on or prior to the Effectiveness Date, then commencing one day after the Effectiveness Date, Liquidated Damages shall accrue on the Notes that constitute Registrable Securities; and

     (iii) if a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than as permitted under Section 3(b)), then commencing one day after the date the Shelf Registration ceases to be effective, Liquidated Damages shall accrue on the Notes that constitute Registrable Securities;

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     provided, however, that Liquidated Damages on the Notes that constitute Registrable Securities may not accrue under more than one of the foregoing clauses (i), (ii) or (iii) or ever exceed 0.25% per annum; provided, further, however, that (1) upon the filing of the Shelf Registration as required hereunder (in the case of clause (a)(i) of this Section 3), (2) upon the effectiveness of the Shelf Registration as required hereunder (in the case of clause (a)(ii) of this Section 3), or (3) upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (a)(iii) of this Section 3), Liquidated Damages on the Notes that constitute Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It is understood and agreed that, notwithstanding any provision to the contrary, so long as any Note is then capable of being resold by Holders under an effective Shelf Registration Statement or pursuant to Rule 144(k), no Liquidated Damages shall accrue on such Note.

     (b) Notwithstanding paragraph (a) of this Section 3, if the Board determines in good faith that it is in the best interest of the Guarantor not to disclose the existence of or facts surrounding any proposed or pending material corporate transaction involving the Guarantor or its subsidiaries and the Guarantor notifies the selling Holders within two Business Days after such determination is made, the Guarantor and the Company may suspend the effectiveness of the Shelf Registration as a result of such nondisclosure for up to 45 consecutive days in any 90-day period for a total of not more than 90 days in any calendar year, without paying Liquidated Damages.

     (c) Any amounts of Liquidated Damages due pursuant to Section 3(a)(i), 3(a)(ii) or 3(a)(iii) will be payable in cash semi-annually on each April 30 and October 31 (each a “Damages Payment Date”), commencing with the first such date occurring after any such Liquidated Damages commences to accrue, to Holders of record of Notes that constitute Registrable Securities on the April 15 or October 15 next preceding such Damages Payment Date. The amount of Liquidated Damages for Registrable Securities will be determined on the basis of a 360-day year comprised of twelve 30-day months.

     4. Registration Procedures

     In connection with the filing of any Registration Statement or Registration Statements pursuant to Section 2 hereof, the Company and the Guarantor shall effect such registrations to permit the sale of the securities covered thereby in accordance with the intended method or methods of disposition thereof, and pursuant thereto and in connection with any Registration Statement filed by the Company or the Guarantor hereunder the Company and the Guarantor shall:

     (a) Prepare and file with the SEC on or prior to the Filing Date, a Registration Statement or Registration Statements as prescribed by Section 2 hereof, and use their reasonable best efforts to cause each such Registration Statement(s) to become effective and remain effective as provided herein; provided, however, that before filing any Registration Statement or Prospectus or any amendments or supplements thereto, the Company and the Guarantor shall furnish to and afford the Initial Purchasers a reasonable opportunity to review copies of all such documents proposed to be filed (in each case, where possible, at least five Business Days prior to

8

such filing, or such later date as is reasonable under the circumstances). Neither the Company nor the Guarantor shall file any Registration Statement or Prospectus or any amendments or supplements thereto if the Notice Holders of a majority in Amount of Registrable Securities covered by such Registration Statement or, in the case of the Initial Shelf Registration Statement, the Initial Purchasers, shall reasonably object.

     (b) Each Registration Statement that is or is required by this Agreement to be filed with the SEC shall be filed on Form S-3 if the Company and the Guarantor are then eligible to use Form S-3 for the purposes contemplated by this Agreement, or, if either the Company or the Guarantor is not then so eligible to use Form S-3, shall be on Form S-1 or another appropriate form that is then available to the Company for the purposes contemplated by this Agreement. Each such Registration Statement that is filed on Form S-3 shall constitute an Automatic Shelf Registration Statement if the Company and the Guarantor are then eligible to file an Automatic Shelf Registration Statement on Form S-3 for the purposes contemplated by this Agreement. If, at the time any Registration Statement is filed with the SEC, the Company and the Guarantor are eligible, pursuant to Rule 430B(b), to omit, from the prospectus that is filed as part of such Registration Statement, the identities of selling securityholders and amounts of securities to be registered on their behalf, then the Company and the Guarantor shall prepare and file such Registration Statement in a manner as to permit such omission and to allow for the subsequent filing of such information in a prospectus pursuant to Rule 424(b) in the manner contemplated by Rule 430B(d).

     (c) Prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration, as may be necessary to keep such Registration Statement continuously effective for its Effectiveness Period; cause the related Prospectus to be supplemented by any Prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) promulgated under the Securities Act; and comply with the provisions of the Securities Act and the Exchange Act applicable to it with respect to the disposition of all securities covered by such Registration Statement as so amended or in such Prospectus as so supplemented except as provided in Section 3(b) hereof.

     (d) If the third anniversary of the initial effective date of any Registration Statement (within the meaning of Rule 415(a)(5)) shall occur at any time during the Effectiveness Period, file with the SEC, prior to such third anniversary, a new Registration Statement covering the Registrable Securities, in the manner contemplated by, and in compliance with, Rule 415(a)(6), and use its reasonable best efforts to cause such new Registration Statement to become effective under the Act as soon as practicable, but in any event within 180 days after such third anniversary. Each such new Registration Statement, if any, shall be deemed, for purposes of this Agreement, to be a Subsequent Shelf Registration Statement.

     (e) If, at any time during the Effectiveness Period, any Registration Statement shall cease to comply with the requirements of the Securities Act with respect to eligibility for the use of the form on which such Registration Statement was filed with the SEC (or if such Registration Statement constituted an Automatic Shelf Registration Statement at the time it was filed with the SEC and shall thereafter cease to constitute an Automatic Shelf Registration Statement, or if the

9

Company or the Guarantor shall have received, from the SEC, a notice, pursuant to Rule 401(g)(2) under the Securities Act, of objection to the use of the form on which such Registration Statement was filed with the SEC), (i) promptly give notice to each Notice Holder, a single counsel for the Holders and the Initial Purchasers (and (ii) promptly file with the SEC a new Registration Statement under the Securities Act, or a post-effective amendment to such Registration Statement, to effect compliance with the Securities Act. The Company shall use its reasonable best efforts to cause such new Registration Statement or post-effective amendment to become effective under the Securities Act as soon as practicable and shall promptly give notice of such effectiveness to each Notice Holder, a single counsel for the Holders and the Initial Purchasers. Each such new Registration Statement, if any, shall be deemed, for purposes of this Agreement, to be a Subsequent Shelf Registration Statement.

     (f) Notify the Notice Holders and the Initial Purchasers promptly (but in any event within two Business Days), (i) when a Prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act (including in such notice a written statement that any Notice Holder may, upon request, obtain, at the sole expense of the Company, one conformed copy of such Registration Statement or post-effective amendment including financial statements and schedules, documents incorporated or deemed to be incorporated by reference and exhibits), (ii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary Prospectus or the initiation of any proceedings for that purpose, (iii) of the happening of any event, the existence of any condition or any information becoming known that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in or amendments or supplements to such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) of the Company’s determination that a post-effective amendment to a Registration Statement would be appropriate, or (v) that the effectiveness of the Shelf Registration Statement is suspended pursuant to Section 3(b) hereof.

     (g) Use their reasonable best efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of a Prospectus and, if any such order is issued, to use its reasonable best efforts to obtain the withdrawal of any such order at the earliest possible moment.

     (h) Furnish to each Notice Holder, a single counsel to such Holders (chosen in accordance with Section 6(b)) and the Initial Purchasers at the sole expense of the Company, one conformed copy of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules, and, if requested, all documents incorporated or deemed to be incorporated therein by reference and all exhibits.

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     (i) Deliver to each Notice Holder, a single counsel to such Holders (chosen in accordance with Section 6(b)) and the Initial Purchasers, at the sole expense of the Company, as many copies of the Prospectus (including each form of preliminary Prospectus) and each amendment or supplement thereto and any documents incorporated by reference therein as such Persons may reasonably request; and, subject to the second paragraph of Section 5 hereof, the Company and the Guarantor hereby consent to the use of such Prospectus and each amendment or supplement thereto by each of the Notice Holders and the Initial Purchasers in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto in the manner set forth therein.

     (j) Prior to any public offering of Registrable Securities, to use their reasonable best efforts to register or qualify, to the extent required by applicable law, and to cooperate with the Notice Holders and a single counsel to such Holders (chosen in accordance with Section 6(b)) in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities or offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder may reasonably request in writing; keep each such registration or qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all other acts or things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the applicable Registration Statement; provided further, however, that neither the Company nor the Guarantor shall be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject or (C) subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject.

     (k) Cooperate with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates shall not bear any restrictive legends (unless required by applicable law) and shall be in a form eligible for deposit with the Depository; and enable such Registrable Securities to be in such denominations and registered in such names as such Notice Holder may reasonably request.

     (l) Use their reasonable best efforts to cause the Registrable Securities covered by any Shelf Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be reasonably necessary to enable the Notice Holder or Notice Holders thereof to consummate the disposition of such Registrable Securities, except as may be required solely as a consequence of the nature of such Notice Holder’s business, in which case the Company and the Guarantor will cooperate in all reasonable respects with the filing of such Registration Statement and the granting of such approvals.

     (m) Upon the occurrence of any event contemplated by Section 4(f)(ii), 4(f)(iii) or 4(f)(iv) hereof, as promptly as practicable prepare and (subject to Section 4(a) hereof) use their reasonable best efforts to file with the SEC, at the expense of the Company and the Guarantor, a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of

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the Registrable Securities being sold thereunder, any such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     (n) Prior to the effective date of the Initial Registration Statement, (i) provide the Trustee with certificates for the Notes in a form eligible for deposit with the Depository and (ii) provide a CUSIP number for the Notes.

     (o) Prior to the effective date of the Initial Registration Statement relating to the Underlying Shares, provide a CUSIP number for the Underlying Shares.

     (p) Make available for inspection by not more than one representative of selling Notice Holders of such Registrable Securities being sold and one firm of attorneys and one accounting firm (collectively, the “Inspectors”), at the offices where normally kept, during reasonable business hours at such time or times as shall be mutually convenient for the Guarantor and the Inspectors as a group, all financial and other records, pertinent corporate documents and instruments of the Guarantor and its subsidiaries (collectively, the “Records”) as shall be reasonably necessary to enable Inspectors to exercise any applicable due diligence responsibilities, and cause the officers, directors and employees of the Guarantor and its subsidiaries to supply all information reasonably requested by any such Inspector in connection with such Registration Statement. Records that the Guarantor determines, in good faith, to be confidential and any Records that it notifies the Inspectors are confidential shall not be disclosed by any Inspector unless (i) the disclosure of such Records is necessary to avoid or correct a material misstatement or material omission in such Registration Statement if such Registration Statement is then available, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) disclosure of such information is, in the opinion of counsel for the Notice Holders, necessary or advisable in connection with any action, claim, suit or proceeding, directly involving or potentially involving such Notice Holder or their Inspectors and arising out of, based upon, relating to, or involving this Agreement or any transactions contemplated hereby or arising hereunder or (iv) the information in such Records has been made generally available to the public other than through the acts of the Inspectors; provided, however, that prior notice shall be provided as soon as practicable to the Company of the potential disclosure of any information by such Inspector pursuant to clauses (ii) or (iii) of this sentence to permit the Company or the Guarantor to obtain a protective order (or waive the provisions of this Section 4(p)). Each Inspector shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such actions are otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of the Holder or any Inspector, unless and until such information in such Records has been made generally available to the public other than as a result of a breach of this Agreement.

     (q) Provide (i) the Holders of the Registrable Securities to be included in a Registration Statement and not more than one counsel for all the Holders of such Registrable Securities chosen in accordance with Section 6(b), reasonable opportunity to participate in the preparation of a Registration Statement, each Prospectus included therein or filed with the SEC, and each amendment or supplement thereto.

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     (r) Comply with all applicable rules and regulations of the SEC and make generally available to its securityholders earning statements (which need not be audited) satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) for a 12-month period commencing on the first day of the first fiscal quarter of the Guarantor commencing after the effective date of a Registration Statement, which statements shall be made available no later than 45 days after the end of any 12-month period or 90 days after the end of any 12-month period if such period is a fiscal year of the Guarantor.

     (s) Cooperate with each Notice Holder of the Registrable Securities covered by any Registration Statement and their counsel in connection with any filings required to be made with the NASD, including, if the Conduct Rules of the NASD or any successor thereto as amended from time to time so require, engaging a “qualified independent underwriter” (“QIU”) as contemplated therein and otherwise applying the provisions of this Agreement to such QIU as though it were a participating underwriter.

     (t) Cause the Indenture to be qualified under the TIA not later than the effective date of the first Registration Statement relating to the Notes; and in connection therewith, cooperate with the Trustee and the Notice Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA; and execute, and use their reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner.

     (u) Use their reasonable best efforts to take all other steps necessary or advisable to effect the registration of the Registrable Securities covered by a Registration Statement or Registration Statements, as contemplated hereby.

     (v) Take all actions and enter into such customary agreements (including, if requested, an underwriting agreement in customary form) as are necessary, or reasonably requested by the Holders of a majority of the Registrable Securities being sold, in order to expedite or facilitate disposition of such Registrable Securities; and in such connection, whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration:

     (i) the Company and the Guarantor shall make such representations and warranties to the Holders of such Registrable Securities and the underwriters, if any, in form, substance and scope as would be customarily made by the Company and the Guarantor to underwriters in similar offerings of securities;

     (ii) the Company and the Guarantor shall obtain opinions of counsel of the Company and the Guarantor and updates thereof addressed to each selling Holder and the underwriters, if any, covering the matters that would be customarily covered in opinions requested in sales of securities or underwritten offerings;

     (iii) the Company and the Guarantor shall obtain “comfort letters” and updates thereof from the Company’s and the Guarantor’s independent certified public accountants

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(and, if necessary, any other independent certified public accountants of any subsidiary of the Company or the Guarantor or of any business acquired by the Company or the Guarantor for which financial statements are, or are required to be, included in any Shelf Registration Statement) addressed to the underwriters, if any, and the selling Holders of Registrable Securities (to the extent consistent with Statement on Auditing Standards No. 72 of the American Institute of Certified Public Accounts), such letters to be in customary form and covering matters of the type that would customarily be covered in “comfort letters” to underwriters in connection with similar underwritten offerings;

     (iv) the Company and the Guarantor shall, if an underwriting agreement is entered into, cause any such underwriting agreement to contain indemnification provisions and procedures substantially equivalent to the indemnification provisions and procedures set forth in Section 6 hereof with respect to the underwriters and all other parties to be indemnified pursuant to said Section; and

     (v) the Company shall deliver such documents and certificates as may be reasonably requested and as are customarily delivered in similar offerings to the holders of a majority of the Registrable Securities being sold and to the underwriters, if any;

the above to be done at (x) the effectiveness of any Shelf Registration Statement (and each post-effective amendment thereto) and (y) each closing under any underwriting or similar agreement as and to the extent required thereunder.

     5. Holder’s Obligations.

     Each Holder agrees, by acquisition of the Registrable Securities, that no Holder shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has furnished the Company and the Guarantor with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished to the Company and the Guarantor by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as the Company and or the Guarantor may from time to time reasonably request. Any sale of any Registrable Securities by any Holder shall constitute a representation and warranty by such Holder that the information relating to such Holder and its plan of distribution is as set forth in the Prospectus delivered by such Holder in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by such Holder or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by such Holder or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading.

     Each Holder agrees by acquisition of its Registrable Securities that, upon actual receipt of any notice from the Company and the Guarantor of the happening of any event of the kind

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described in Section 4(f)(ii), 4(f)(iii) or 4(f)(iv) hereof, or of a Deferral Period pursuant to Section 3(b) hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(m) hereof, or until it is advised in writing by the Company and the Guarantor that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto.

     Notwithstanding anything to the contrary contained herein, neither the Company nor the Guarantor shall have any liability for any incremental expenses incurred as a result of an underwritten offering of any Registrable Securities.

     6. Registration Expenses

     (a) All fees and expenses incident to the performance of or compliance with this Agreement by the Company and the Guarantor shall be borne by the Company and the Guarantor, including, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of compliance with state securities or Blue Sky laws, including, without limitation, reasonable fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Securities, (ii) printing expenses, including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with the Depository and of printing prospectuses if the printing of prospectuses is requested by the Holders of the majority in Amount of Registrable Securities included in any Registration Statement, (iii) messenger, telephone and delivery expenses of the Company and the Guarantor, (iv) fees and disbursements of counsel for the Company and the Guarantor and reasonable fees and disbursements of one special counsel for the Holders of Registrable Securities (subject to the provisions of Section 6(b) hereof), (v) fees and disbursements of its independent certified public accountants (including, without limitation, the expenses of any special audit and “cold comfort” letters required by or incident to such performance), (vi) Securities Act liability insurance, if the Company and the Guarantor desire such insurance, (vii) fees and expenses of all other Persons retained by the Company and the Guarantor, (viii) internal expenses of the Company and the Guarantor (including, without limitation, all salaries and expenses of officers and employees of the Company and the Guarantor performing legal or accounting duties), (ix) the expense of any annual audit, (x) the fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, if applicable, and (xi) the expenses relating to printing, word processing and distributing all Registration Statements and any other documents necessary in order to comply with this Agreement. Notwithstanding anything in this Agreement to the contrary, each Holder shall pay all underwriting discounts and brokerage commissions with respect to any Registrable Securities sold by it.

     (b) The Company and the Guarantor shall reimburse the Holders of the Registrable Securities being registered in a Shelf Registration for the reasonable fees and disbursements of not more than one counsel chosen by the Holders of a majority in Amount of the Registrable Securities to be included in such Registration Statement.

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     7. Indemnification

     (a) The Company and the Guarantor, jointly and severally, agree to indemnify and hold harmless (i) the Initial Purchasers, (ii) each Notice Holder, (iii) each Person, if any, who controls (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) any of the foregoing (any of the Persons referred to in this clause (iii) being hereinafter referred to as a “controlling person”), and (iv) the respective officers, directors, partners, employees, representatives and agents of the Initial Purchasers, the Notice Holders (including predecessor Notice Holders) or any controlling person (any person referred to in clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an “Indemnified Holder”), from and against any and all losses, claims, damages, liabilities and judgments (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus, or any amendment or supplement thereto or any related preliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Indemnified Holder furnished to the Company or the Guarantor in writing by such Indemnified Holder expressly for use in therein. The Company and the Guarantor shall notify such Indemnified Holder promptly of the institution, threat or assertion of any claim, proceeding (including any governmental investigation) or litigation in connection with the matters addressed by this Agreement which involves the Company, the Guarantor or such Indemnified Holder.

     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantor, each of their respective directors, officers and each Person who controls the Company or the Guarantor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company and the Guarantor to each Holder, but only with reference to such losses, claims, damages or liabilities which are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to a Holder furnished to the Company or the Guarantor in writing by such Holder expressly for use in any Registration Statement or Prospectus, or any amendment or supplement thereto or any related preliminary Prospectus. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale, pursuant to the Shelf Registration Statement, of the Registrable Securities giving rise to such indemnification obligation.

     If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such Person (the “Indemnified Person”) shall promptly notify the Person or Persons against whom such indemnity may be sought (each an “Indemnifying Person”) in writing, and such Indemnifying Person, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to

16

indemnification pursuant to this Section 7 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnifying Person shall be able to participate in such proceeding and, to the extent that it so elects, jointly with any other similarly situated Indemnifying Person, to assume the defense thereof, subject to the right of the Indemnified Person to be separately represented and to direct its own defense if the named parties to any such proceeding include both the Indemnified Person and the Indemnifying Person and the Indemnified Person has been advised by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) such Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary or (ii) the named parties in any such proceeding (including any impleaded parties) include an Indemnifying Person and an Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that an Indemnifying Person shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for the Indemnified Holders shall be designated in writing by the Holders of the majority in Amount of Registrable Securities, and any such separate firm for the Company, its directors, respective officers and such control Persons of the Company shall be designated in writing by the Company, and any such separate firm for the Guarantor, its directors, respective officers and such control Persons of the Guarantor shall be designated in writing by the Guarantor. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, such Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding.

     If the indemnification provided for in the first and second paragraphs of this Section 7 is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying Person on the one hand and the Indemnified Person on the other hand pursuant to the Purchase Agreement or from the offering of the Registrable Securities pursuant to any Shelf Registration or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Indemnifying Person on the one hand and the Indemnified Person on the other in connection with the statements or omissions that resulted in such losses,

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claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantor on the one hand and any Indemnified Holder on the other shall be deemed to be in the same proportion as the total net proceeds from the initial offering and sale of Notes (before deducting expenses) received by the Company bear to the total net proceeds received by such Indemnified Holder from sales of Registrable Securities giving rise to such obligations. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Guarantor or such Indemnified Holder and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

     Each of the Company, the Guarantor and the Initial Purchasers agrees that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, in no event shall any Holder be required to contribute any amount in excess of the amount by which the net proceeds received by such Holder from the sale of the Registrable Securities pursuant to a Shelf Registration Statement exceeds the amount of damages which such Holder would have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

     The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any indemnified party at law or in equity.

     The indemnity and contribution agreements contained in this Section 7 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any Person controlling any Holder or by or on behalf of the Company or the Guarantor, their respective officers or directors or any other Person controlling any of the Company or the Guarantor and (iii) acceptance of and payment for any of the Registrable Securities.

     8. Rules 144 and 144A

     The Company and the Guarantor covenant that they will file the reports required to be filed by them under the Securities Act and the Exchange Act, if any, in a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and, for so long as any Registrable Securities remain outstanding, if at any time either the Company or the Guarantor are not required to file such reports, they will, upon the request of any Holder, make available such information necessary to permit sales pursuant to Rule 144A. The Company and

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the Guarantor further covenant that, for so long as any Registrable Securities remain outstanding, they will use their reasonable best efforts to take such further action as any Holder may reasonably request in writing, all to the extent required from time to time to enable such holder to sell Notes without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144(k) and Rule 144A, or (b) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to require the Company or the Guarantor to register any of their securities pursuant to the Exchange Act.

     9. Miscellaneous

     (a) No Inconsistent Agreements. Neither the Company nor the Guarantor have, as of the date hereof, entered into, and neither the Company nor the Guarantor shall, after the date of this Agreement, enter into any agreement with respect to any of its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Company nor the Guarantor will enter into any agreement with respect to any of its securities that will grant to any Person piggyback registration rights with respect to a Registration Statement, except to the extent any existing right has not heretofore been waived; provided, however, that notwithstanding anything herein to the contrary the rights previously granted by the Company or the Guarantor shall not be negatively affected by the Agreement.

     (b) Adjustments Affecting Registrable Securities. Neither the Company nor the Guarantor shall, directly or indirectly, take any action with respect to the Notes as a class that would adversely affect the ability of the Holders to include their Notes in a registration undertaken pursuant to this Agreement.

     (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of the Company and the Guarantor and the Holders of not less than the majority in Amount of Registrable Securities; provided, however, that Section 7 and this Section 9(c) may not be amended, modified or supplemented without the prior written consent of the Company, the Guarantor and each Holder (including, in the case of an amendment, modification or supplement of Section 7, any Person who was a Holder of Notes disposed of pursuant to any Registration Statement). Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Securities may be given by Holders of at least a majority in Amount of Registrable Securities being sold by such Holders pursuant to such Registration Statement.

     (d) Notices. All notices and other communications (including without limitation any notices or other communications to the Trustee) provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile:

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     (1) if to a Holder, at the most current address of such Holder set forth on the records of the registrar under the Indenture, in the case of Holders of Notes, and the stock ledger of the Guarantor.

     (2) if to the Initial Purchasers:

Banc of America Securities LLC
9 West 57^th Street
New York, New York 10019
Attention: Syndication Department

and

Lehman Brothers Inc.
745 Seventh Avenue
New York, New York 10019
Attention: Syndication Department

     with copies to:

Davis Polk & Wardell
450 Lexington Avenue
New York, NY 10017
Facsimile No.: (212) 450-3800

     (3) if to the Company, at the addresses as follows:

Core Laboratories LP
6316 Windfern Road,
Houston, Texas 77040
Attention: General Counsel
Facsimile No.: (713) 328-2152

     with copies to:

Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin Street
Houston, Texas 77002-6760
Attention: Mark Kelly
Facsimile No.: 713-615-5531

     if to the Guarantor:

Core Laboratories N.V.
Herengracht 424

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1017 BZ Amsterdam
The Netherlands

     with a copy to:

Core Laboratories LP
6316 Windfern Road
Houston, Texas 77040
Attn: General Counsel
Telephone Number: (713) 328-2673
Facsimile Number: (713) 328-2152

     All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and when the addressor receives facsimile confirmation, if sent by facsimile.

     (e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, including the Holders; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and except to the extent such successor or assign holds Notes.

     (f) Counterparts. This Agreement may be executed (including by facsimile) in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

     (g) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

     (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

     (i)  Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

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     (j) Securities Held by the Company or Its Affiliates. Whenever the consent or approval of Holders of a specified percentage in Amount of Registrable Securities is required hereunder, Registrable Securities held by the Company, the Guarantor or their respective affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

     (k) Third Party Beneficiaries. Holders are intended third party beneficiaries of this Agreement and this Agreement may be enforced by such Persons.

     (l) Entire Agreement. This Agreement, together with the Purchase Agreement and the Indenture, is intended by the parties as a final and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein and any and all prior oral or written agreements, representations, or warranties, contracts, understandings, correspondence, conversations and memoranda between the Initial Purchasers on the one hand and the Company and the Guarantor on the other, or between or among any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby. In no event will such methods of distribution take the form of an underwritten offering of the Registrable Securities without the prior agreement of the Company.

     (m) Termination. This Agreement and the obligations of the parties hereunder shall terminate upon the end of the Effectiveness Period, except for any liabilities or obligations under Section 5, 6 or 7 hereof and the obligations to make payments of and provide for Liquidated Damages under Section 3 hereof to the extent such damages accrue prior to the end of the Effectiveness Period, each of which shall remain in effect in accordance with its terms.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

	CORE LABORATORIES LP
	By:	Core Laboratories, LLC, its general partner
	By:
	Name:	Richard L. Bergmark
	Title:	Chief Financial Officer
	CORE LABORATORIES N.V.
	By:	Core Laboratories International B.V.,
		its Sole Managing Director
	By:
	Name:	Jan Willem Sodderland
	Title:	Managing Director of Core Laboratories International B.V.
Confirmed and accepted as of the date first above written:
LEHMAN BROTHERS INC.

By:

Name:

Title:

BANC OF AMERICA SECURITIES LLC

By:

Name:

Title:

[Signature Page to Registration Rights Agreement]

EX-4.4

	October 31, 2006
To:	Core Laboratories LP
	6316 Windfern Road
	Houston, Texas 77040
	Attn: General Counsel
	Telephone: (713) 328-2673
	Facsimile: (713) 328-2152
From:	Lehman Brothers Inc., acting as Agent
	Lehman Brothers OTC Derivatives Inc., acting as Principal
	Attention: Transaction Management Group
	Telephone: (212) 526-9986
	Facsimile: (646) 885-9546
Re:	Convertible Senior Note Hedge Transaction
	(Transaction Reference Number:                                        )

Ladies and Gentlemen:

     The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between Lehman Brothers OTC Derivatives Inc. (“Dealer”) represented by Lehman Brothers Inc. (“Agent”) as its agent, and Core Laboratories LP (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Lehman Brothers OTC Derivatives Inc. is not a member of the Securities Investor Protection Corporation.

     1. This Confirmation is subject to, and incorporates, the definitions and provisions of the 2000 ISDA Definitions (including the Annex thereto) (the “2000 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2000 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2000 Definitions and the Equity Definitions, the Equity Definitions will govern. Certain defined terms used herein have the meanings assigned to them in Indenture to be dated as of November 6, 2006 between Counterparty and Wells Fargo Bank, National Association as trustee (the “Indenture”) relating to the USD250,000,000 principal amount of 0.25% senior exchangeable notes due 2011 (the “Convertible Notes”). In the event of any inconsistency between the terms defined in the Indenture and this Confirmation, this Confirmation shall govern. For the avoidance of doubt, references herein to sections of the Indenture are based on the draft of the Indenture most recently reviewed by the parties at the time of execution of this Confirmation. If any relevant sections of the Indenture are changed, added or renumbered following execution of this Confirmation, the parties will amend this Confirmation in good faith to preserve the economic intent of the parties.

     This Confirmation evidences a complete and binding agreement between Dealer and Counterparty as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement (the “ISDA Form”) as if Dealer and Counterparty had executed an agreement in such form (without any Schedule but with the elections set forth in this Confirmation). For the avoidance of doubt, the Transaction shall be the only transaction under the Agreement.

     All provisions contained in, or incorporated by reference to, the Agreement will govern this Confirmation except as expressly modified herein. In the event of any inconsistency between this Confirmation and either the Definitions or the Agreement, this Confirmation shall govern.

     2. The Transaction constitutes a Share Option Transaction for purposes of the Equity Definitions. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

Trade Date:	October 31, 2006
Effective Date:	The initial closing date of the offering of the Convertible Notes.
Option Style:	As described under “Procedures for Exercise” below.
Option Type:	Call
Seller:	Dealer
Buyer:	Counterparty
Shares:	The Common Stock of Core Laboratories N.V., par value EUR 0.04 per share (NYSE Ticker Symbol: “CLB”).
Number of Options:	The number of Convertible Notes in denominations of USD1,000 principal amount issued by Counterparty on the closing date for the initial issuance of the Convertible Notes.
Number of Shares:	The product of the Number of Options and the Conversion Rate (but without regard to any adjustments to the Conversion Rate pursuant to Section 11.09 of the Indenture).
Conversion Rate:	The “Exchange Rate,” as defined in the Indenture.
Premium:	USD71,875,000.
Premium Payment Date:	The Effective Date
Exchange:	New York Stock Exchange
Related Exchange:	All Exchanges

Procedures for Exercise:

Potential Exercise Dates:	Each Conversion Date.
Conversion Date:	Each “Exchange Date,” as defined in the Indenture.
Required Exercise on Conversion Dates:	On each Conversion Date, a number of Options equal to the number of Convertible Notes in denominations of USD1,000 principal amount submitted for conversion on such Conversion Date in accordance with the terms of the Indenture shall be automatically exercised.
Expiration Date:	October 31, 2011
Multiple Exercise:	Applicable, as provided above under “Required Exercise on Conversion Dates”.
Minimum Number of Options:	Zero
Maximum Number of Options:	Number of Options
Integral Multiple:	Not Applicable
Automatic Exercise:	As provided above under “Required Exercise on Conversion Dates”.

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Notice of Exercise:

Notwithstanding the exercise of any Options hereunder, Counterparty shall be entitled to receive the deliveries provided under “Settlement Terms” below only if Counterparty shall have notified Dealer in writing prior to 5:00 PM, New York City time, on the Exchange Business Day prior to the first day of the “Exchange Reference Period”, as defined in the Indenture, relating to the Convertible Notes converted on the Conversion Date relating to the relevant Exercise Date of (i) the number of Options being exercised on such Exercise Date, (ii) the scheduled settlement date under the Indenture for the Convertible Notes converted on the Conversion Date corresponding to such Exercise Date; provided that Counterparty shall be entitled to receive the deliveries provided under “Settlement Terms” in respect of any Convertible Notes converted during the period beginning on the 31st calendar day prior to the Stated Maturity (as defined in the Indenture) of the Convertible Notes and ending at the close of business on the business day immediately preceding the Stated Maturity of the Convertible Notes if Counterparty provides Dealer with the notice described above for each such converted Convertible Note no later than the Stated Maturity.

Dealer’s Telephone Number and Telex and/or Facsimile Number and Contact Details for purpose of Giving Notice:

To be provided by Dealer.

Settlement Terms:

Settlement Date:

In respect of an Exercise Date occurring on a Conversion Date, the settlement date for Shares to be delivered under the Convertible Notes converted on such Conversion Date pursuant to Section 11.05 of the Indenture; provided that the Settlement Date will not be prior to the latest of (i) the date one Settlement Cycle following the final day of the relevant “Exchange Reference Period”, as defined in the Indenture, (ii) the Exchange Business Day immediately following the date on which Counterparty gives notice to Dealer of such Settlement Date prior to 5:00 PM, New York City time and (iii) the Exchange Business Day immediately following the date Counterparty provides the Notice of Delivery Obligation.

Delivery Obligation:

In lieu of the obligations set forth in Sections 8.1 and 9.1 of the Equity Definitions, and subject to “Notice of Exercise” above, in respect of an Exercise Date occurring on a Conversion Date, Dealer will deliver to Counterparty on the related Settlement Date the number of Shares equal to the aggregate number of Shares that Counterparty is obligated to deliver to the holder(s) of the Convertible Notes converted on such Conversion Date pursuant to Section 11.05 of the

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	Indenture (the “Convertible Obligation”); provided that such obligation shall be determined (i) excluding any Shares or cash that Counterparty is obligated to deliver to holder(s) of the Convertible Notes as a result of any adjustments to the Conversion Rate pursuant to Section 11.09 of the Indenture and (ii) without regard to the election, if any, by Counterparty to adjust the Conversion Rate and the related conversion obligation pursuant to Section 11.10 of the Indenture.
Notice of Delivery Obligation:	No later than the Scheduled Trading Day immediately following the last day of the “Exchange Reference Period”, as defined in the Indenture, Counterparty shall give Dealer notice of the final number of Shares comprising the Convertible Obligation (it being understood, for the avoidance of doubt, that the requirement of Counterparty to deliver such notice shall not limit Counterparty’s obligations with respect to Notice of Exercise, as set forth above, in any way).
Other Applicable Provisions:	To the extent Dealer is obligated to deliver Shares hereunder, the provisions of Sections 9.1(c), 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws as a result of the fact that Counterparty is the issuer of the Shares) and 9.12 of the Equity Definitions will be applicable as if “Physical Settlement” applied to the Transaction.

Share Adjustments:

Method of Adjustment: Notwithstanding Section 11.2 of the Equity Definitions, upon the occurrence of any event or condition set forth in Sections 11.06, 11.07 and 11.08 (other than Section 11.08(d)) of the Indenture, the Calculation Agent shall make the corresponding adjustment, if any, to any variable relevant to the exercise, settlement or payment of the Transaction, to the extent an analogous adjustment is made under the Indenture.

Extraordinary Events:

Merger Events:	Notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in Section 11.14 of the Indenture.
Tender Offer:	Applicable. Notwithstanding Section 12.1(d) of the Equity Definitions, a “Tender Offer” means the occurrence of any event or condition set forth in Section 11.08(d) of the Indenture.

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Consequences of Merger Events and Tender Offers:	Notwithstanding Sections 12.2 and 12.3 of the Equity Definitions, upon the occurrence of a Merger Event, or Tender Offer, the Calculation Agent shall make the corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares, the Number of Options, the Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction, to the extent an analogous adjustment is made under the Indenture; provided that such adjustment shall be made without regard to any adjustment to the Conversion Rate pursuant to Section 11.09 of the Indenture and the election, if any, by Counterparty to adjust the Conversion Rate and the related conversion obligation pursuant to Section 11.10 of the Indenture.
Nationalization, Insolvency and Delisting:	Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.
Notice of Merger Consideration:	Upon the occurrence of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), Counterparty shall reasonably promptly (but in any event prior to the Merger Date) notify the Calculation Agent of the weighted average of the types and amounts of consideration received by the holders of Shares entitled to receive cash, securities or other property or assets with respect to or in exchange for such Shares in any Merger Event who affirmatively make such an election.
Adjustment to Notes:	Counterparty shall promptly notify the Calculation Agent in writing of any adjustment to the Conversion Rate under the Convertible Notes upon the occurrence of any event or condition set forth in Sections 11.06, 11.07 and 11.08 of the Indenture or any adjustment, determination or calculation with respect to any other economic term relevant to the conversion of the Convertible Notes, and, to the extent such adjustment, determination or calculation requires an exercise of discretion by Counterparty

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under the terms of the Indenture, shall consult with the Calculation Agent in order to achieve a commercially reasonable adjustment, determination or calculation; provided that such adjustment, determination or calculation shall remain at the sole discretion of Counterparty. The Calculation Agent shall promptly notify Dealer and Counterparty of the corresponding adjustment, if any, to any variable relevant to the exercise, settlement or payment of the Transaction.

Additional Disruption Events:

(a) Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the phrase “the interpretation” in the third line thereof with the phrase “or announcement or statement of the formal or informal interpretation”.
(b)Failure to Deliver:	Applicable
(c)Insolvency Filing:	Applicable
(d)Hedging Disruption:	Not Applicable
(e)Increased Cost of Hedging:	Not Applicable

Hedging Party:	For all applicable Additional Disruption Events, Dealer
Determining Party:	For all applicable Additional Disruption Events, Dealer

Non-Reliance:	Applicable
Agreements and Acknowledgments
Regarding Hedging Activities:	Applicable
Additional Acknowledgments:	Applicable

3. Calculation Agent:	Dealer.
4. Account Details:
Dealer Payment Instructions:
To be provided by Dealer.
Counterparty Payment Instructions:
To be provided by Counterparty.
5. Offices:
The Office of Dealer for the Transaction is:
Lehman Brothers OTC Derivatives Inc.
745 Seventh Avenue
New York, New York 10019

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     The Office of Counterparty for the Transaction is:

To:	Core Laboratories LP
	6316 Windfern Road
	Houston, Texas 77040

     6. Notices: For purposes of this Confirmation:

(a) Address for notices or communications to Counterparty:

To:	Core Laboratories, LP
	6316 Windfern Road
	Houston, Texas 77040
Attn:	General Counsel
Telephone:	(713) 328-2673
Facsimile:	(713) 328-2152

(b) Address for notices or communications to Dealer:

To:	Lehman Brothers Inc., acting as Agent
	Lehman Brothers OTC Derivatives Inc., acting as Principal
	745 Seventh Avenue
	New York, New York 10019
Attn:	Transaction Management Group
Telephone No.:	(212) 526-9986
Facsimile No.:	(646) 885-9546
with a copy:
To:	Lehman Brothers Inc., acting as Agent
	Lehman Brothers OTC Derivatives Inc., acting as Principal
	745 Seventh Avenue
	New York, New York 10019
Attn:	Steve Roti — US Equity Linked
Telephone No.:	(212) 526-0055
Facsimile No.:	(917) 552-0561

     7. Representations, Warranties and Agreements:

     (a) In addition to the representations and warranties in the Agreement and those contained elsewhere herein, Counterparty represents and warrants to and for the benefit of, and agrees with, Dealer as follows:

     (i) On the Trade Date, (A) none of Counterparty and its officers and directors is aware of any material nonpublic information regarding Counterparty or the Shares and (B) all reports and other documents filed by Counterparty with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.

     (ii) (A) On the Trade Date, the Shares or securities that are convertible into, or exchangeable or exercisable for Shares, are not, and shall not be, subject to a “restricted period,” as such term is defined in Regulation M under the Exchange Act (“Regulation M”) and (B) Counterparty shall not engage in any “distribution,” as such term is defined in Regulation M, other than a distribution meeting the requirements of the exceptions set forth in sections 101(b)(10) and

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102(b)(7) of Regulation M, until the second Exchange Business Day immediately following the Trade Date.

     (iii) On the Trade Date, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer.

     (iv) Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that Dealer is not making any representations or warranties with respect to the treatment of the Transaction under FASB Statements 133, 149 or 150, EITF Issue No. 00-19 (or any successor issue statements) or under FASB’s Liabilities & Equity Project.

     (v) Counterparty is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) or otherwise in violation of the Exchange Act.

     (vi) Without limiting the generality of Section 3(a)(iii) of the Agreement, the Transaction will not violate Rule 13e-1 or Rule 13e-4 under the Exchange Act.

     (vii) Prior to the Effective Date, Counterparty shall deliver to Dealer evidence of corporate authority authorizing the Transaction and such other certificate or certificates as Dealer shall reasonably request.

     (viii) Counterparty is not, and after giving effect to the transactions contemplated hereby will not be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

     (ix) On the Trade Date (A) the assets of Counterparty at their fair valuation exceed the liabilities of Counterparty, including contingent liabilities, (B) the capital of Counterparty is adequate to conduct the business of Counterparty and (C) Counterparty has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

     (x) Counterparty understands that no obligations of Dealer to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any affiliate of Dealer or any governmental agency.

     (b) Each of Dealer and Counterparty agrees and represents that it is an “eligible contract participant” as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as amended.

     (c) Each of Dealer and Counterparty acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) thereof. Accordingly, Counterparty represents and warrants to Dealer that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it is entering into the Transaction for its own account and without a view to the distribution or resale thereof, and (iv) the assignment, transfer or other disposition of the Transaction has not been and will not be registered under the Securities Act and is restricted under this Confirmation, the Securities Act and state securities laws.

     (d) Each of Dealer and Counterparty agrees and acknowledges that Dealer is a “financial institution,” “swap participant” and “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of Title 11 of the United States Code (the “Bankruptcy Code”). The parties hereto further agree and acknowledge (A) that this Confirmation is (i) a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder is a “settlement payment,” as such term is defined in Section 741(8) of the Bankruptcy Code, and

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     (ii) a “swap agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder is a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code, and (B) that Dealer is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code.

     8. Other Provisions:

     (a) Additional Termination Events. The occurrence of (i) an event of default with respect to Counterparty under the terms of the Convertible Notes as set forth Section 6.01 in the Indenture, (ii) an Amendment Event or (iii) a Repayment Event shall be an Additional Termination Event with respect to which the Transaction is the sole Affected Transaction and Counterparty is the sole Affected Party and Dealer shall be the party entitled to designate an Early Termination Date pursuant to Section 6(b) of the Agreement; provided that in the case of a Repayment Event, the Transaction shall be subject to termination only in respect of the number of Convertible Notes that cease to be outstanding in connection with or as a result of such Repayment Event.

     “Amendment Event” means that Counterparty amends, modifies, supplements or waives any term of the Indenture or the Convertible Notes governing the principal amount, coupon, maturity, repurchase obligation of Counterparty, redemption right of Counterparty, any term relating to conversion of the Convertible Notes (including changes to the conversion price, conversion settlement dates or conversion conditions), or any term that would require consent of the holders of not less than 100% of the principal amount of the Convertible Notes to amend.

     “Repayment Event” means that (A) any Convertible Notes are repurchased (whether in connection with or as a result of a fundamental change, howsoever defined, or for any other reason) by Counterparty or any of its subsidiaries, (B) any Convertible Notes are delivered to Counterparty in exchange for delivery of any property or assets of Counterparty or any of its subsidiaries (howsoever described), (C) any principal of any of the Convertible Notes is repaid prior to the final maturity date of the Convertible Notes (whether following acceleration of the Convertible Notes or otherwise), or (D) any Convertible Notes are exchanged by or for the benefit of the holders thereof for any other securities of Counterparty or any of its affiliates (or any other property, or any combination thereof) pursuant to any exchange offer or similar transaction; provided that, in the case of clause (B) and clause (D), conversions of the Convertible Notes pursuant to the terms of the Indenture as in effect on the date hereof shall not be Repayment Events.

     (b) Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If, subject to Section 8(j) below, Dealer shall owe Counterparty any amount pursuant to Sections 12.6, 12.7 or 12.9 of the Equity Definitions (except in the event of an Insolvency or a Nationalization, in each case, in which the consideration or proceeds to be paid to holders of Shares consists solely of cash) or pursuant to Section 6(d)(ii) of the Agreement (except in the event of an Event of Default in which Counterparty is the Defaulting Party or a Termination Event in which Counterparty is the Affected Party, that resulted from an event or events within Counterparty’s control) (a “Payment Obligation”), Counterparty shall have the right, in its sole discretion, to require Dealer to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) by giving irrevocable telephonic notice to Dealer, confirmed in writing within one Scheduled Trading Day, between the hours of 9:00 A.M. and 4:00 P.M. New York City time on the relevant Early Termination Date, as applicable (“Notice of Share Termination”). Upon such Notice of Share Termination, the following provisions shall apply on the Scheduled Trading Day immediately following the relevant Early Termination Date, as applicable:

Share Termination Alternative: Applicable and means that Dealer shall deliver to Counterparty the Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable (the “Share Termination Payment Date”), in satisfaction of the Payment Obligation.

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Share Termination Delivery Property:	A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.
Share Termination Unit Price:	The value of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Dealer at the time of notification of the Payment Obligation.
Share Termination Delivery Unit:	In the case of a Termination Event, Event of Default or Delisting, one Share or, in the case of an Insolvency or Nationalization, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency or Nationalization. If such Insolvency or Nationalization involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.
Failure to Deliver:	Applicable
Other applicable provisions:	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.10, 9.11 and 9.12 of the Equity Definitions will be applicable as if “Physical Settlement” were applicable, except that all references to “Shares” shall be read as references to “Share Termination Delivery Units”; provided that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws as a result of the fact that Buyer is the issuer of any Share Termination Delivery Units (or any part thereof).

     (c) Disposition of Hedge Shares. Counterparty hereby agrees that if in the good faith reasonable judgment of Dealer based on the advice of outside counsel, the Shares (the “Hedge Shares”) acquired by Dealer for the purpose of hedging its obligations pursuant to the Transaction cannot be sold in the public market by Dealer without registration under the Securities Act, Counterparty shall, at its election: (i) in order to allow Dealer to sell the Hedge Shares in a registered offering, make available to Dealer an effective registration statement under the Securities Act to cover the resale of such Hedge Shares and (A) enter into an agreement, in form and substance satisfactory to Dealer, substantially in the form of an underwriting agreement for a registered offering, (B) provide accountant’s “comfort” letters in customary form for registered offerings of equity securities, (C) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to Dealer, (D) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (E) afford Dealer a reasonable opportunity to conduct a “due diligence” investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities; provided, however, that if Dealer, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this Section 8(c) shall apply at the election of Counterparty; (ii) in order to allow Dealer to sell the Hedge Shares in a private placement enter into a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance satisfactory to Dealer, including customary representations,

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covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Hedge Shares from Dealer), opinions and certificates and such other documentation as is customary for private placements agreements, all reasonably acceptable to Dealer (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that are necessary, in its reasonable judgment, to compensate Dealer for any discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private placement); or (iii) purchase the Hedge Shares from Dealer at the VWAP Price on such Exchange Business Days and in the amounts as specified by Dealer in good faith. “VWAP Price” means, on any Exchange Business Day, the per Share volume-weighted average price on the New York Stock Exchange as displayed under the heading “Bloomberg VWAP” on Bloomberg page “CLB <Equity> AQR.N” (or any successor thereto) in respect of the period from 9:30 AM to 4:00 PM (New York City time) on such Exchange Business Day (or if such volume-weighted average price is unavailable, the market value of one Share on such Exchange Business Day, as determined by the Calculation Agent using a volume-weighted method).

     (d) Repurchase Notices. Counterparty shall, on any day on which Counterparty effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if, following such repurchase, the Notice Percentage as determined on such day is (i) greater than 9.5% and (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Notice Percentage as of the date hereof). The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the Number of Shares and the denominator of which is the number of Shares outstanding on such day. In the event that Counterparty fails to provide Dealer with a Repurchase Notice on the day and in the manner specified in this Section 8(d), then Counterparty agrees to indemnify and hold harmless Dealer, its affiliates and their respective directors, officers, employees, agents and controlling persons (Dealer and each such person being an “Indemnified Party”) from and against any and all losses, claims, damages and liabilities (or actions in respect thereof), joint or several, to which such Indemnified Party may become subject under applicable securities laws, including without limitation, Section 16 of the Exchange Act, relating to or arising out of such failure. If for any reason the foregoing indemnification is unavailable to any Indemnified Party or insufficient to hold harmless any Indemnified Party, then Counterparty shall contribute, to the maximum extent permitted by law, to the amount paid or payable by the Indemnified Party as a result of such loss, claim, damage or liability. In addition, Counterparty will reimburse any Indemnified Party for all expenses (including reasonable counsel fees and expenses) as they are incurred (after notice to Counterparty) in connection with the investigation of, preparation for or defense or settlement of any pending or threatened claim or any action, suit or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto and whether or not such claim, action, suit or proceeding is initiated or brought by or on behalf of Counterparty. This indemnity shall survive the completion of the Transaction contemplated by this Confirmation and any assignment and delegation of the Transaction made pursuant to this Confirmation or the Agreement shall inure to the benefit of any permitted assignee of Dealer.

     (e) Transfer and Assignment. Dealer may transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, without the consent of Counterparty to any Affiliate of Dealer or to any third party with a rating for its long term, unsecured and unsubordinated indebtedness of A- or better by Standard & Poor’s Ratings Service or its successor (“S&P”), or A3 or better by Moody’s Investors Service (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer. If at any time at which the Equity Percentage exceeds 9.00%, Dealer, in its discretion, is unable to effect such a transfer or assignment after its commercially reasonable efforts on pricing terms reasonably acceptable to Dealer such that the Equity Percentage is reduced to 9.00% or less, Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of the Transaction, such that the Equity Percentage following such partial termination will be equal to or less than 9.00%. In the event that Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement and Section 8(b) of this Confirmation as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Terminated Portion of the Transaction, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such portion of the Transaction shall be the only Terminated Transaction. Notwithstanding the preceding, Dealer acknowledges that its Equity

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Percentage on and immediately after the Effective Date may be in excess of 9.00% and Dealer hereby agrees that it does not intend to designate an Early Termination Date due to its initial Equity Percentage arising on and immediately after the Effective Date as a result of entering into this Transaction. The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of the number of Shares that Dealer or any of its affiliates beneficially own (within the meaning of Section 13 of the Exchange Act) on such day, other than any Shares so owned as a hedge of the Transaction, and the Number of Shares and (B) the denominator of which is the number of Shares outstanding on such day.

     (f) Staggered Settlement. Dealer may, by notice to Counterparty prior to any Settlement Date (a “Nominal Settlement Date”), elect to deliver the Shares on two or more dates (each, a “Staggered Settlement Date”) or at two or more times on the Nominal Settlement Date as follows:

     (i) in such notice, Dealer will specify to Counterparty the related Staggered Settlement Dates (each of which will be on or prior to such Nominal Settlement Date, but not prior to the beginning of the related “Exchange Reference Period”) or delivery times and how it will allocate the Shares it is required to deliver under “Delivery Obligation” (above) among the Staggered Settlement Dates or delivery times; and

     (ii) the aggregate number of Shares that Dealer will deliver to Counterparty hereunder on all such Staggered Settlement Dates and delivery times will equal the number of Shares that Dealer would otherwise be required to deliver on such Nominal Settlement Date.

     (g) Extension of Settlement. Dealer may extend any Settlement Date, in whole or in part, to the extent that a Loss of Stock Borrow (with a Maximum Stock Loan Rate of 200 basis points) exists as of the originally scheduled Settlement Date.

     (h) Disclosure. Effective from the date of commencement of discussions concerning the Transaction, Counterparty and each of its employees, representatives, or other agents may, at Counterparty’s sole discretion, disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Counterparty relating to such tax treatment and tax structure.

     (i) Designation by Dealer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer obligations in respect of the Transaction on behalf of Dealer and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance.

     (j) Netting and Set-off. (i) If on any date cash would otherwise be payable or Shares or other property would otherwise be deliverable hereunder or pursuant to the Agreement or pursuant to any other agreement between the parties by Counterparty to Dealer and cash would otherwise be payable or Shares or other property would otherwise be deliverable hereunder or pursuant to the Agreement or pursuant to any other agreement between the parties by Dealer to Counterparty and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party’s obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation of the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

     (ii) In addition to and without limiting any rights of set-off that a party hereto may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of an Early Termination Date, Dealer shall have the right to terminate, liquidate and otherwise close out the Transaction and to set off any obligation or right that Dealer may have to or against Counterparty hereunder or under the Agreement against any right or obligation Dealer may have against or to Counterparty, including without limitation any right to receive a payment or delivery pursuant to any provision of the Agreement or hereunder. In the case of a set-off of any obligation to release,

12

deliver or pay assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor’s option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Shares or any right to receive Shares, the value at any time of such obligation or right shall be determined by reference to the market value of the Shares at such time, as determined by the Calculation Agent. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

     (iii) Notwithstanding any provision of the Agreement (including without limitation Section 6(f) thereof) and this Confirmation (including without limitation this Section 8(j)) or any other agreement between the parties to the contrary, (A) Counterparty shall not net or set off its obligations under the Transaction, if any, against its rights against Dealer under any other transaction or instrument; (B) Dealer may net and set off any rights of Dealer against Counterparty arising under the Transaction only against obligations of Dealer to Counterparty arising under any transaction or instrument if such transaction or instrument does not convey rights to Dealer senior to the claims of common stockholders in the event of Counterparty’s bankruptcy; and (C) in the event of Counterparty’s bankruptcy, Dealer waives any and all rights it may have to set-off in respect of the Transaction, whether arising under agreement, applicable law or otherwise. Dealer will give notice to Counterparty of any netting or set off effected under this provision.

     (k) Equity Rights. Dealer acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of common stockholders in the event of Counterparty’s bankruptcy. For the avoidance of doubt, the parties agree that the preceding sentence shall not apply at any time other than during Counterparty’s bankruptcy to any claim arising as a result of a breach by Counterparty of any of its obligations under this Confirmation or the Agreement.

     (l) Early Unwind. In the event the sale by Counterparty of the Convertible Notes is not consummated with the initial purchasers pursuant to the Purchase Agreement for any reason by the close of business in New York on November 3, 2006 (the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”), on the Early Unwind Date and the Transaction and all of the respective rights and obligations of Dealer and Counterparty thereunder shall be cancelled and terminated, and if the sale by Counterparty of the Convertible Notes is not consummated with the initial purchasers to the Purchase Agreement by the close of business in New York on the Early Unwind Date other than as a result of a breach or default by Dealer (or any Affiliate thereof) of its (or such Affiliate’s) obligations under the Purchase Agreement, Counterparty shall pay to Dealer an amount in cash equal to the aggregate amount of costs and expenses relating to the unwinding of Dealer’s hedging activities in respect of the Transaction (including market losses incurred in reselling any Shares purchased by Dealer or its affiliates in connection with such hedging activities). Following such termination, cancellation and payment, each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of either party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date. Dealer and Counterparty represent and acknowledge to the other that upon an Early Unwind and following the payment referred to above, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

     (m) Waiver of Trial by Jury. EACH OF COUNTERPARTY AND DEALER HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF DEALER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

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     (n) Governing Law. THIS CONFIRMATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

     (o) Role of Agent. Lehman Brothers Inc., in its capacity as Agent will be responsible for (A) effecting this Transaction, (B) issuing all required confirmations and statements to Dealer and Counterparty, (C) maintaining books and records relating to this Transaction in accordance with its standard practices and procedures and in accordance with applicable law and (D) unless otherwise requested by Counterparty, receiving, delivering, and safeguarding Counterparty’s funds and any securities in connection with this Transaction, in accordance with its standard practices and procedures and in accordance with applicable law.

(i)	Agent is acting in connection with this Transaction solely in its capacity as Agent for Dealer and Counterparty pursuant to instructions from Dealer and Counterparty. Agent shall have no responsibility or personal liability to Dealer or Counterparty arising from any failure by Dealer or Counterparty to pay or perform any obligations hereunder, or to monitor or enforce compliance by Dealer or Counterparty with any obligation hereunder, including, without limitation, any obligations to maintain collateral. Each of Dealer and Counterparty agrees to proceed solely against the other to collect or recover any securities or monies owing to it in connection with or as a result of this Transaction. Agent shall otherwise have no liability in respect of this Transaction, except for its gross negligence or willful misconduct in performing its duties as Agent.
(ii)	Any and all notices, demands, or communications of any kind relating to this Transaction between Dealer and Counterparty shall be transmitted exclusively through Agent at the following address:
	Lehman Brothers Inc., acting as Agent
	Lehman Brothers OTC Derivatives Inc., acting as Principal
745	Seventh Avenue
	New York, New York 10019
	Attn: Transaction Management Group
	Telephone No.: (212) 526-9986
	Facsimile No.: (646) 885-9546
(iii)	The date and time of the Transaction evidenced hereby will be furnished by the Agent to Dealer and Counterparty upon written request.
(iv)	The Agent will furnish to Counterparty upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction evidenced hereby.
(v)	Dealer and Counterparty each represents and agrees (A) that this Transaction is not unsuitable for it in the light of such party’s financial situation, investment objectives and needs and (B) that it is entering into this Transaction in reliance upon such tax, accounting, regulatory, legal and financial advice as it deems necessary and not upon any view expressed by the other or the Agent.

     (t) Regulatory Provisions. (i) Counterparty represents and warrants that it has received and read and understands the Notice of Regulatory Treatment and the OTC Option Risk Disclosure Statement. (i) The Agent will furnish Counterparty upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction evidenced hereby.

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     Counterparty hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Counterparty with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy via facsimile to (646) 885-9546.

Yours faithfully, Lehman Brothers OTC Derivatives Inc.
By:
	Name:
	Title:

Agreed and Accepted By:

CORE LABORATORIES LP
By: Core Laboratories, LLC, its general partner

By:
	Name: Richard L. Bergmark
	Title: Chief Financial Officer

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EX-4.5

	October 31, 2006
To:	Core Laboratories N.V.
	Herengracht 424
	1017 BZ Amsterdam
	The Netherlands
From:	Lehman Brothers Inc., acting as Agent
	Lehman Brothers OTC Derivatives Inc., acting as Principal
	Attention: Transaction Management Group
	Telephone: (212) 526-9986
	Facsimile: (646) 885-9546
Re:	Issuer Warrant Transaction
	(Transaction Reference Number:                                         )

Ladies and Gentlemen:

     The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between Lehman Brothers OTC Derivatives Inc. (“Dealer”) represented by Lehman Brothers Inc. (“Agent”) as its agent, and Core Laboratories N.V. (“Issuer”). This communication constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Lehman Brothers OTC Derivatives Inc. is not a member of the Securities Investor Protection Corporation.

     1. This Confirmation is subject to, and incorporates, the definitions and provisions of the 2000 ISDA Definitions (including the Annex thereto) (the “2000 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and, together with the 2000 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2000 Definitions and the Equity Definitions, the Equity Definitions will govern. For purposes of the Equity Definitions, each reference herein to a Warrant shall be deemed to be a reference to a Call Option or an Option, as context requires.

     This Confirmation evidences a complete and binding agreement between Dealer and Issuer as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall be subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement (the “ISDA Form”) as if Dealer and Issuer had executed an agreement in such form (without any Schedule but with the elections set forth in this Confirmation). For the avoidance of doubt, the Transaction shall be the only transaction under the Agreement.

     All provisions contained in, or incorporated by reference to, the Agreement will govern this Confirmation except as expressly modified herein. In the event of any inconsistency between this Confirmation and either the Definitions or the Agreement, this Confirmation shall govern.

     2. The Transaction is a Warrant Transaction, which shall be considered a Share Option Transaction for purposes of the Equity Definitions. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

Trade Date:	October 31, 2006
Effective Date:	November 6, 2006, subject to postponement pursuant to Section 8(m) hereof
Warrant Style:	European

Warrant Type:	Call
Seller:	Issuer
Buyer:	Dealer
Shares:	The Common Stock of Core Laboratories N.V., par value EUR 0.04 per share (NYSE Ticker Symbol: “CLB”).
Number of Warrants:	2,638,325
Daily Number of Warrants:	131,916.25
Warrant Entitlement:	One Share per Warrant
Strike Price:	USD127.5575
Premium:	USD48,150,000
Premium Payment Date:	The Effective Date
Exchange:	New York Stock Exchange
Related Exchange:	All Exchanges

Procedures for Exercise:

Expiration Time:	Valuation Time
Expiration Date(s):	Each Scheduled Trading Day in the period beginning on and including the First Expiration Date and ending on and including the Final Expiration Date shall be an “Expiration Date” for a number of Warrants equal to the Daily Number of Warrants on such date.
	Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date (including the First Expiration Date), the Calculation Agent shall (i) make adjustments, if applicable, to the Daily Number of Warrants for which such day shall be an Expiration Date and (ii) designate the Scheduled Trading Day immediately following such day (which may be an Expiration Date for another Daily Number of Warrants) as the Expiration Date for the remaining Daily Number of Warrants or a portion thereof for the original Expiration Date; provided that any such designation shall be subject to legal, regulatory or self-regulatory requirements and related policies and procedures applicable to Dealer (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer); provided further that if such Expiration Date has not occurred pursuant to clause (ii) as of the third Scheduled Trading Day following the Final Expiration Date under this Transaction, the Calculation Agent shall have the right to declare such Scheduled Trading Day to be the final Expiration Date and the Calculation Agent shall

2

	determine its good faith estimate of the fair market value for the Shares as of the Valuation Time on that third Scheduled Trading Day or on any subsequent Scheduled Trading Day, as the Calculation Agent shall determine using commercially reasonable means.
First Expiration Date:	The Scheduled Trading Day that is 20 Scheduled Trading Days prior to the Final Expiration Date.
Final Expiration Date:	January 25, 2012.
Market Disruption Event:	Section 6.3(a) of the Equity Definitions is hereby amended by deleting the words “during the one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be,” in clause (ii) thereof.
Automatic Exercise:	Applicable; and means that each Warrant not previously exercised under the Transaction will be deemed to be automatically exercised at the Expiration Time on the relevant Expiration Date unless Buyer notifies Seller (by telephone or in writing) prior to the Expiration Time on the Expiration Date that it does not wish Automatic Exercise to occur, in which case Automatic Exercise will not apply.
Issuer’s Telephone Number and Telex and/or Facsimile Number and Contact Details for purpose of Giving Notice:	To be provided by Issuer.

Settlement Terms:

Valuation Date:	Each Expiration Date
Net Share Settlement:	On each Settlement Date, Issuer shall deliver to Dealer a number of Shares equal to the Number of Shares to be Delivered for such Settlement Date and will pay to Dealer the related Fractional Share Amount, if any.
Number of Shares to be Delivered:	For each Settlement Date, the Option Cash Settlement Amount (determined as if Cash Settlement were applicable) for the Warrants for which the Expiration Date is the corresponding Valuation Date divided by the Settlement Price for such corresponding Valuation Date, rounded down to the nearest whole number.
Settlement Price:	For any Valuation Date, the VWAP Price for such Valuation Date.
VWAP Price:	For any Valuation Date, the volume weighted average price per Share for such Valuation Date based on transactions executed on the New York Stock Exchange for the period between 9:30 a.m. and 4:00 p.m. New York City Time during such

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Valuation Date, as reported on Bloomberg Page “CLB <Equity> AQR.N” (or any successor thereto) or, in the event such price is not so reported on such Valuation Date for any reason, as reasonably determined by the Calculation Agent.

Other Applicable Provisions:

The provisions of Sections 9.1(c), 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws as a result of the fact that Seller is the Issuer of the Shares) and 9.12 of the Equity Definitions will be applicable as if “Physical Settlement” applied to the Transaction.

Adjustments:

Method of Adjustment:	Calculation Agent Adjustment
Extraordinary Dividend:	Any dividend or distribution that has an ex-dividend date occurring on or after the Trade Date and on or prior to the Expiration Date.

     Extraordinary Events:

New Shares:		In the definition of New Shares in Section 12.1(i) of the Equity Definitions, the text in clause (i) shall be deleted in its entirety and replaced with “publicly quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Select Market or the Nasdaq Global Market (or their respective successors)”.
Consequences of Merger Events:
	(a) Share-for-Share:	Modified Calculation Agent Adjustment
	(b) Share-for-Other:	Cancellation and Payment (Calculation Agent Determination)
	(c) Share-for-Combined:	Cancellation and Payment (Calculation Agent Determination)
Tender Offer:		Applicable.
	Consequences of Tender Offers:
	(a) Share-for-Share:	Modified Calculation Agent Adjustment
	(b) Share-for-Other:	Cancellation and Payment (Calculation Agent Determination) on that portion of the Other Consideration that consists of cash; Modified Calculation Agent Adjustment on the remainder of the Other Consideration.
	(c) Share-for-Combined:	Modified Calculation Agent Adjustment
Nationalization, Insolvency and Delisting:		Cancellation and Payment (Calculation Agent Determination); provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity

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Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange.

Additional Disruption Events:

(a) Change in Law:	Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by replacing the phrase “the interpretation” in the third line thereof with the phrase “or announcement or statement of the formal or informal interpretation”.
(b) Failure to Deliver:	Applicable
(c) Insolvency Filing:	Applicable
(d) Hedging Disruption:	Not Applicable
(e) Increased Cost of Hedging:	Not Applicable
(f) Loss of Stock Borrow:	Applicable
Maximum Stock Loan Rate:	200 basis points per annum
(g) Increased Cost of Stock Borrow:	Not Applicable
Hedging Party:	Dealer for all applicable Additional Disruption Events
Determining Party:	Dealer for all applicable Additional Disruption Events

Non-Reliance:	Applicable
Agreements and Acknowledgments
Regarding Hedging Activities:	Applicable
Additional Acknowledgments:	Applicable

3.	Calculation Agent:		Dealer
4.	Account Details:
	Dealer Payment Instructions:
		To be provided by Dealer.
	Issuer Payment Instructions:
		To be provided by Issuer.
5.	Offices:
	The Office of Dealer for the Transaction is:
		Lehman Brothers OTC Derivatives Inc.
		745 Seventh Avenue

5

	New York, New York 10019
The Office of Issuer for the Transaction is:
	Core Laboratories N.V.
	Herengracht 424
	1017 BZ Amsterdam
	The Netherlands
6. Notices: For purposes of this Confirmation:
(a)	Address for notices or communications to Issuer:
	To:	Core Laboratories N.V.
		Herengracht 424
		1017 BZ Amsterdam
		The Netherlands
	with a copy:
	To:	Core Laboratories LP
		6316 Windfern Road
		Houston, Texas 77040
	Attn:	General Counsel
	Telephone:	(713) 328-2673
	Facsimile:	(713) 328-2152
(b)	Address for notices or communications to Dealer:
	To:	Lehman Brothers Inc., acting as Agent
		Lehman Brothers OTC Derivatives Inc., acting as Principal
		745 Seventh Avenue
		New York, New York 10019
	Attn:	Transaction Management Group
	Telephone No.:	(212) 526-9986
	Facsimile No.:	(646) 885-9546
	with a copy:
	To:	Lehman Brothers Inc., acting as Agent
		Lehman Brothers OTC Derivatives Inc., acting as Principal
		745 Seventh Avenue
		New York, New York 10019
	Attn:	Steve Roti – US Equity Linked
	Telephone No.:	(212) 526-0055
	Facsimile No.:	(917) 552-0561

     7. Representations, Warranties and Agreements:

     (a) In addition to the representations and warranties in the Agreement and those contained elsewhere herein, Issuer represents and warrants to and for the benefit of, and agrees with, Dealer as follows:

     (i) On the Trade Date, (A) none of Issuer and its officers and directors is aware of any material nonpublic information regarding Issuer or the Shares and (B) all reports and other documents filed by Issuer with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier

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such reports and documents), do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.

     (ii) Without limiting the generality of Section 13.1 of the Equity Definitions, Issuer acknowledges that Dealer is not making any representations or warranties with respect to the treatment of the Transaction under FASB Statements 133, 149 or 150, EITF Issue No. 00-19 (or any successor issue statements) or under FASB’s Liabilities & Equity Project.

     (iii) Prior to the Effective Date, Issuer shall deliver to Dealer evidence of corporate authority authorizing the Transaction and such other certificate or certificates as Dealer shall reasonably request.

     (iv) Issuer is not entering into this Confirmation to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for Shares) or otherwise in violation of the Exchange Act.

     (v) Issuer is not, and after giving effect to the transactions contemplated hereby will not be, an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

     (vi) On any Expiration Date, Issuer shall not, and shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18 under the Exchange Act) not to, directly or indirectly (including, without limitation, by means of a cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares.

     (vii) Issuer understands that no obligations of Dealer to it hereunder will be entitled to the benefit of deposit insurance and that such obligations will not be guaranteed by any affiliate of Dealer or any governmental agency.

     (viii) On the Trade Date (A) the assets of Issuer at their fair valuation exceed the liabilities of Issuer, including contingent liabilities, (B) the capital of Issuer is adequate to conduct the business of Issuer and (C) Issuer has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature.

     (ix) On each Expiration Date, the Shares shall not be subject to a “restricted period,” as such term is defined in Regulation M under the Exchange Act.

     (x) Any Shares, when issued and delivered in a Net Share Settlement of the Warrants or a Share Termination Alternative settlement in accordance with the terms of this Confirmation, will be duly authorized and validly issued, fully paid and nonassessable, and the issuance thereof will not be subject to any preemptive or similar rights.

     (b) Each of Dealer and Issuer agrees and represents that it is an “eligible contract participant” as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as amended.

     (c) Each of Dealer and Issuer acknowledges that the offer and sale of the Transaction to it is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) thereof. Accordingly, Dealer represents and warrants to Issuer that (i) it has the financial ability to bear the economic risk of its investment in the Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor” as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it is entering into the Transaction for its own account without a view to the distribution or resale thereof, and (iv) the assignment, transfer or other disposition of the Transaction has not been and will not be registered under the Securities Act and is restricted under this Confirmation, the Securities Act and state securities laws.

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     (d) Each of Dealer and Issuer agrees and acknowledges that Dealer is a “financial institution,” “swap participant” and “financial participant” within the meaning of Sections 101(22), 101(53C) and 101(22A) of Title 11 of the United States Code (the “Bankruptcy Code”). The parties hereto further agree and acknowledge (A) that this Confirmation is (i) a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder is a “settlement payment,” as such term is defined in Section 741(8) of the Bankruptcy Code, and (ii) a “swap agreement,” as such term is defined in Section 101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder is a “transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code, and (B) that Dealer is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code.

     8. Other Provisions:

     (a) Alternative Calculations and Payment on Early Termination and on Certain Extraordinary Events. If Issuer shall owe Buyer any amount pursuant to Section 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions (except in the event of an Insolvency, a Nationalization, a Tender Offer or a Merger Event, in each case, in which the consideration or proceeds to be paid to holders of Shares consists solely of cash) or pursuant to Section 6(d)(ii) of the Agreement (except in the event of an Event of Default in which Issuer is the Defaulting Party or a Termination Event in which Issuer is the Affected Party, that resulted from an event or events within Issuer’s control) (a “Payment Obligation”), Issuer shall have the right, in its sole discretion, to satisfy any such Payment Obligation by the Share Termination Alternative (as defined below) by giving irrevocable telephonic notice to Buyer, confirmed in writing within one Scheduled Trading Day, between the hours of 9:00 AM and 4:00 PM, New York City time, on the relevant Merger Date, Tender Offer Date or Early Termination Date, as applicable (“Notice of Share Termination”). Upon such Notice of Share Termination, the following provisions shall apply on the Scheduled Trading Day immediately following the Merger Date, Tender Offer Date or Early Termination Date, as applicable:

Share Termination Alternative:	Applicable and means that Issuer shall deliver to Dealer the Share Termination Delivery Property on the date on which the Payment Obligation would otherwise be due pursuant to Section 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as applicable (the “Share Termination Payment Date”), in satisfaction of the Payment Obligation.
Share Termination Delivery Property:	A number of Share Termination Delivery Units, as calculated by the Calculation Agent, equal to the Payment Obligation divided by the Share Termination Unit Price. The Calculation Agent shall adjust the Share Termination Delivery Property by replacing any fractional portion of a security therein with an amount of cash equal to the value of such fractional security based on the values used to calculate the Share Termination Unit Price.
Share Termination Unit Price:	The value of property contained in one Share Termination Delivery Unit on the date such Share Termination Delivery Units are to be delivered as Share Termination Delivery Property, as determined by the Calculation Agent in its discretion by commercially reasonable means and notified by the Calculation Agent to Issuer at the time of notification of the Payment Obligation.
Share Termination Delivery Unit:	In the case of a Termination Event, Event of Default or Delisting, one Share or, in the case of a Merger Event, a Tender Offer, a Nationalization or an Insolvency, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Merger Event, Tender Offer, Nationalization or Insolvency. If such

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	Merger Event, Tender Offer, Nationalization or Insolvency involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.
Failure to Deliver:	Applicable
Other applicable provisions:	If Share Termination Alternative is applicable, the provisions of Sections 9.8, 9.9, 9.10, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws as a result of the fact that Seller is the Issuer of the Shares) and 9.12 of the Equity Definitions will be applicable, as if “Physical Settlement” were applicable and all references to “Shares” shall be read as references to “Share Termination Delivery Units”.

     (b) Registration/Private Placement Procedures. (i) If, in the reasonable judgment of Dealer upon the advice of counsel, either (a) any securities of Issuer or its affiliates comprising any Share Termination Delivery Units or (b) any Shares, in either case deliverable to Dealer hereunder (any such securities or Shares, “Delivered Securities”) would not be immediately freely transferable by Dealer under Rule 144(k) under the Securities Act, then the provisions set forth in this Section 8(b) shall apply. At the election of Issuer by notice to Buyer within one Exchange Business Day after the relevant delivery obligation arises, but in any event at least one Exchange Business Day prior to the date on which such delivery obligation is due, either (A) all Delivered Securities delivered by Issuer to Buyer shall be, at the time of such delivery, covered by an effective registration statement of Issuer for immediate resale by Buyer (such registration statement and the corresponding prospectus (the “Prospectus”) (including, without limitation, any sections describing the plan of distribution) in form and content commercially reasonably satisfactory to Buyer) or (B) Issuer shall deliver additional Delivered Securities so that the value of such Delivered Securities, as determined by the Calculation Agent to reflect an appropriate liquidity discount equals the value of the number of Delivered Securities that would otherwise be deliverable if such Delivered Securities were freely tradeable (without prospectus delivery) upon receipt by Buyer (such value, the “Freely Tradeable Value”); provided that Issuer may not make the election described in this clause (B) if, on the date of its election, it has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(2) of the Securities Act for the delivery by Issuer to Dealer (or any affiliate designated by Dealer) of the Delivered Securities or the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for resales of the Delivered Securities by Dealer (or any such affiliate of Dealer). (For the avoidance of doubt, as used in this paragraph (b) only, the term “Issuer” shall mean the issuer of the relevant securities, as the context shall require.)

     (ii) If Issuer makes the election described in clause (b)(i)(A) above:

     (A) Buyer (or an Affiliate of Buyer designated by Buyer) shall be afforded a reasonable opportunity to conduct a “due diligence” investigation with respect to Issuer that is customary in scope for underwritten offerings of equity securities; provided that if Buyer is not reasonably satisfied with the results of the investigation described in this subclause (A) or Issuer’s compliance with clause (b)(i)(A) above and subclause (ii)(B) below, then Issuer shall be deemed to have made the election described in clause (b)(i)(B) above; and

     (B) Buyer (or an Affiliate of Buyer designated by Buyer) and Issuer shall enter into an agreement (a “Registration Agreement”) on commercially reasonable terms in connection with the public resale of such Delivered Securities by Buyer or such Affiliate substantially similar to underwriting agreements customary for underwritten offerings of equity securities, in form and substance commercially reasonably satisfactory to Buyer or such Affiliate and Issuer, which Registration Agreement shall include, without limitation, provisions substantially similar to those contained in such underwriting agreements relating to the indemnification of, and contribution in connection with the liability of, Buyer and its Affiliates and Issuer, shall provide for the payment by Issuer of all expenses in connection with such resale, including all registration costs and all fees

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and expenses of counsel for Buyer, and shall provide for the delivery of accountants’ “comfort letters” to Buyer or such Affiliate with respect to the financial statements and certain financial information contained in or incorporated by reference into the Prospectus.

(iii) If Issuer makes or is deemed to make the election described in clause (b)(i)(B) above:

     (A) All Delivered Securities shall be delivered to Dealer (or any Affiliate of Dealer designated by Dealer) pursuant to the exception from the registration requirements of the Securities Act provided by Section 4(2) thereof;

     (B) Buyer (or an Affiliate of Buyer designated by Buyer) and any potential institutional purchaser of any such Delivered Securities from Buyer or such Affiliate identified by Buyer shall be afforded a commercially reasonable opportunity to conduct a due diligence investigation in compliance with applicable law with respect to Issuer customary in scope for private placements of equity securities (including, without limitation, the right to have made available to them for inspection all financial and other records, pertinent corporate documents and other information reasonably requested by them);

     (C) Buyer (or an Affiliate of Buyer designated by Buyer) and Issuer shall enter into an agreement (a “Private Placement Agreement”) on commercially reasonable terms in connection with the private placement of such Delivered Securities by Issuer to Buyer or such Affiliate and the private resale of such shares by Buyer or such Affiliate, substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance commercially reasonably satisfactory to Buyer and Issuer, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating to the indemnification of, and contribution in connection with the liability of, Buyer and its Affiliates and Issuer, shall provide for the payment by Issuer of all expenses in connection with such resale, including all fees and expenses of counsel for Buyer, and shall contain representations, warranties and agreements of Issuer reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; and

     (D) Issuer agrees that any Delivered Securities so delivered to Dealer, (i) may be transferred by and among Dealer and its Affiliates, and Issuer shall effect such transfer without any further action by Dealer and (ii) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed with respect to such Delivered Securities, Issuer shall promptly remove, or cause the transfer agent for such Delivered Securities to remove, any legends referring to any such restrictions or requirements from such Delivered Securities upon delivery by Dealer (or such Affiliate of Dealer) to Issuer or such transfer agent of seller’s and broker’s representation letters customarily delivered by Dealer in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Dealer (or such affiliate of Dealer).

     (E) Issuer and Dealer shall not take, or cause to be taken, any action that would make unavailable either the exemption pursuant to Section 4(2) of the Securities Act for the delivery by Issuer to Dealer (or any affiliate designated by Dealer) of the Delivered Securities or the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act for resales of the Delivered Securities by Dealer (or any such affiliate of Dealer).

     (c) Make-whole. If Issuer makes the election described in clause (b)(i)(B) of Section 8(b) hereof, then in either case Dealer or its affiliate may sell such Shares or Share Termination Delivery Units, as the case may be, during a period (the “Resale Period”) commencing on the Exchange Business Day following delivery of such Shares or Share Termination Delivery Units, as the case may be, and ending on the Exchange Business Day on which Dealer completes the sale of all such Shares or Share Termination Delivery Units, as the case may be, or a sufficient number of Shares or Share Termination Delivery Units, as the case may be, so that the realized net proceeds of such sales exceed the amount of the Payment Obligation (in the case of clause (x), or in the case that both clause (x) and clause (y) apply) or the Freely

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Tradeable Value (in the case that only clause (y) applies)(such amount of the Payment Obligation or Freely Tradeable Value, as the case may be, the “Required Proceeds”). If any of such delivered Shares or Share Termination Delivery Units remain after such realized net proceeds exceed the Required Proceeds, Dealer shall return such remaining Shares or Share Termination Delivery Units to Issuer. If the Required Proceeds exceed the realized net proceeds from such resale, Issuer shall transfer to Dealer by the open of the regular trading session on the Exchange on the Exchange Trading Day immediately following the last day of the Resale Period the amount of such excess (the “Additional Amount”) in cash or in a number of additional Shares (“Make-whole Shares”) in an amount that, based on the Relevant Price on the last day of the Resale Period (as if such day was the “Valuation Date” for purposes of computing such Relevant Price), has a dollar value equal to the Additional Amount. The Resale Period shall continue to enable the sale of the Make-whole Shares in the manner contemplated by this Section 8(c). This provision shall be applied successively until the Additional Amount is equal to zero, subject to Section 8(f).

     (d) Additional Termination Events. The occurrence of either one of the following shall constitute an Additional Termination Event with respect to which the Transaction is the sole Affected Transaction and Issuer is the sole Affected Party:

     (i) Any person or group, other than Issuer, Issuer’s subsidiaries or any employee benefits plan of Issuer or its subsidiaries, files a Schedule 13D or Schedule TO (or any successor schedule, form or report) pursuant to the Exchange Act, disclosing that such person or group has become the beneficial owner of shares with a majority of total voting power of the Shares; or

     (ii) Issuer consolidates with or merges with or into another person or sells, conveys, transfers or leases all or substantially all of its properties and assets to any person (other than one of its subsidiaries) or any person (other than one of its subsidiaries) consolidates with or merges with or into Issuer, and the Shares are reclassified into, converted for or converted into the right to receive any other property or security, provided that none of these circumstances will be an Additional Termination Event if persons that beneficially own the Shares immediately prior to the transaction own, directly or indirectly, a majority of the total voting power of all outstanding voting stock of the surviving or transferee person immediately after the transaction in substantially the same proportion as their ownership of the Shares immediately prior to the transaction; or

     (iii) Issuer’s shareholders approve any plan or proposal for the liquidation or dissolution of Issuer.

     The term “person” and the term “group” as used in this Section 8(d) have the meanings given by Section 13(d) and 14(d) of the Exchange Act or any successor provisions.

     The term “group” as used in this Section 8(d) includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act or any successor provision.

     The term “beneficial owner” as used in this Section 8(d) is determined in accordance with Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions, except that a person will be deemed to have beneficial ownership of all shares that person has the right to acquire irrespective of whether the right is exercisable immediately or only after the passage of time.

     Notwithstanding the foregoing, it will not constitute an Additional Termination Event if at least 90% of the consideration for the Shares (excluding cash payments for fractional shares and cash payments made in respect of dissenter’s appraisal rights and cash payment of the settlement amount, if any) in the transaction or transactions described above consists of common stock (or depositary shares or receipts evidencing common stock) traded on a United States national securities exchange or which will be so traded when exchanged in connection with such transaction or transactions.

     (e) Repurchase Notices. Issuer shall, on any day on which Issuer effects any repurchase of Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such day if, following such repurchase, the Notice Percentage as determined on such day is (i) greater than 9.5% and (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding Repurchase Notice

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(or, in the case of the first such Repurchase Notice, greater than the Notice Percentage as of the date hereof). The “Notice Percentage” as of any day is the fraction, expressed as a percentage, the numerator of which is the Number of Shares and the denominator of which is the number of Shares outstanding on such day.

     (f) Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmation, in no event shall Buyer be entitled to receive, or shall be deemed to receive, any Shares if, upon such receipt of such Shares, the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and the rules promulgated thereunder) of Shares by Buyer or any entity that directly or indirectly controls Buyer (collectively, “Buyer Group”) would be equal to or greater than 8% or more of the outstanding Shares. If any delivery owed to Buyer hereunder is not made, in whole or in part, as a result of this provision, Issuer’s obligation to make such delivery shall not be extinguished and Issuer shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Buyer gives notice to Issuer that such delivery would not result in Buyer Group directly or indirectly so beneficially owning in excess of 8% of the outstanding Shares.

     (g) Limitations on Settlement by Issuer. Notwithstanding anything herein or in the Agreement to the contrary, in no event shall Issuer be required to deliver Shares in connection with the Transaction in excess of 5,276,650 Shares (the “Capped Number”). Issuer represents and warrants (which shall be deemed to be repeated on each day that the Transaction is outstanding) that the Capped Number is equal to or less than the number of authorized but unissued Shares of the Issuer that are not reserved for future issuance in connection with transactions in the Shares (other than the Transaction) on the date of the determination of the Capped Number (such Shares, the “Available Shares”). In the event Issuer shall not have delivered the full number of Shares otherwise deliverable as a result of this Section 8(g) (the resulting deficit, the “Deficit Shares”), Issuer shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, Shares when, and to the extent, that (i) Shares are repurchased, acquired or otherwise received by Issuer or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued Shares reserved for issuance in respect of other transactions prior to such date which prior to the relevant date become no longer so reserved and (iii) Issuer additionally authorizes and issues Shares that are not reserved for other transactions. Issuer shall immediately notify Dealer of the occurrence of any of the foregoing events (including the number of Shares subject to clause (i), (ii) or (iii) and the corresponding number of Shares to be delivered) and promptly deliver such Shares thereafter. Issuer shall not take any action to decrease the number of Available Shares below the Capped Number. Issuer shall for as long as the Transaction is outstanding maintain distributable retained earnings (“vrij uitkeerbare reserve”) of not less than the maximum number of shares that Issuer may be required to deliver in connection with the Transaction multiplied by the par value of such Shares. The par value of any Shares issued in connection with the Transaction shall be charged to (“ten laste gebracht van”) the distributable retained earnings (“vrij uitkeerbare reserve”) referred to in the preceding sentence.

     (h) Right to Extend. Dealer may postpone any Exercise Date or any other date of valuation or delivery with respect to some or all of the relevant Warrants (in which event the Calculation Agent shall make appropriate adjustments to the Number of Shares to be Delivered with respect to one or more Valuation Dates), if Dealer determines, in its reasonable discretion, that such extension is reasonably necessary or appropriate to preserve Dealer’s hedging or hedge unwind activity hereunder in light of existing liquidity conditions or to enable Dealer to effect purchases of Shares in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that would, if Dealer were Issuer or an affiliated purchaser of Issuer, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer; provided that no event shall an Exercise Date occur after the Final Expiration Date.

     (i) Equity Rights. Buyer acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of common stockholders in the event of Issuer’s bankruptcy. For the avoidance of doubt, the parties agree that the preceding sentence shall not apply at any time other than during Issuer’s bankruptcy to any claim arising as a result of a breach by Issuer of any of its obligations under this Confirmation or the Agreement. For the avoidance of doubt,

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the parties acknowledge that this Confirmation is not secured by any collateral that would otherwise secure the obligations of Issuer hereinunder or pursuant to any other agreement.

     (j) Transfer and Assignment. Buyer may transfer or assign its rights and obligations hereunder and under the Agreement, in whole or in part, without the consent of Issuer to any Affiliate of Buyer or to any “qualified institutional buyer” as such term is defined in Rule 144A(a) under the Securities Act of 1933, or if such “qualified institutional investor” is an individual residing or a legal entity incorporated within the European Economic Area, only if such individual or legal entity qualifies as a “professional market party” as such term defined in Article 1a, paragraph 3 of the exemption regulation to the Dutch Act on the Supervision of Securities Trade 1995 (Vrijstellingsregeling Wet toezicht effectenverkeer 1995). Any other transfer or assignment of Buyer’s rights and obligations hereunder or under the Agreement shall require the consent of Issuer, which consent shall not be unreasonably withheld.

     (k) Disclosure. Effective from the date of commencement of discussions concerning the Transaction, Issuer and each of its employees, representatives, or other agents may, at Issuer’s sole discretion, disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions or other tax analyses) that are provided to Issuer relating to such tax treatment and tax structure.

     (l) Designation by Dealer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Issuer, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction on behalf of Dealer and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Issuer to the extent of any such performance.

     (m) Netting and Set-off. (i) If on any date cash would otherwise be payable or Shares or other property would otherwise be deliverable hereunder or pursuant to the Agreement or pursuant to any other agreement between the parties by Issuer to Dealer and cash would otherwise be payable or Shares or other property would otherwise be deliverable hereunder or pursuant to the Agreement or pursuant to any other agreement between the parties by Dealer to Issuer and the type of property required to be paid or delivered by each such party on such date is the same, then, on such date, each such party’s obligation to make such payment or delivery will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable or deliverable by one such party exceeds the aggregate amount that would otherwise have been payable or deliverable by the other such party, replaced by an obligation of the party by whom the larger aggregate amount would have been payable or deliverable to pay or deliver to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

     (ii) In addition to and without limiting any rights of set-off that a party hereto may have as a matter of law, pursuant to contract or otherwise, upon the occurrence of an Early Termination Date, Dealer shall have the right to terminate, liquidate and otherwise close out the Transaction and to set off any obligation or right that Dealer may have to or against Issuer hereunder or under the Agreement against any right or obligation Dealer may have against or to Issuer, including without limitation any right to receive a payment or delivery pursuant to any provision of the Agreement or hereunder. In the case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of the same type, such obligation and right shall be set off in kind. In the case of a set-off of any obligation to release, deliver or pay assets against any right to receive assets of any other type, the value of each of such obligation and such right shall be determined by the Calculation Agent and the result of such set-off shall be that the net obligor shall pay or deliver to the other party an amount of cash or assets, at the net obligor’s option, with a value (determined, in the case of a delivery of assets, by the Calculation Agent) equal to that of the net obligation. In determining the value of any obligation to release or deliver Shares or any right to receive Shares, the value at any time of such obligation or right shall be determined by reference to the market value of the Shares at such time, as determined by the Calculation Agent. If an obligation or right is unascertained at the time of any such set-off, the Calculation Agent may in good faith estimate the amount or value of such obligation or right, in which case set-off will be effected in respect of that estimate, and the relevant party shall account to the other party at the time such obligation or right is ascertained.

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     (iii) Notwithstanding any provision of the Agreement (including without limitation Section 6(f) thereof) and this Confirmation (including without limitation this Section 8(m)) or any other agreement between the parties to the contrary, (A) Dealer may net and set off any rights of Dealer against Issuer arising under the Transaction only against obligations of Dealer to Issuer arising under any transaction or instrument if such transaction or instrument does not convey rights to Dealer senior to the claims of common stockholders in the event of Issuer’s bankruptcy; and (B) in the event of Issuer’s bankruptcy, Dealer waives any and all rights it may have to set-off in respect of the Transaction, whether arising under agreement, applicable law or otherwise. Dealer will give notice to Issuer of any netting or set off effected under this provision.

     (n) Additional Termination Event. If Dealer reasonably determines upon the advice of counsel that it is advisable to terminate a portion of the Transaction so that Dealer’s related hedging activities will comply with applicable securities laws, rules or regulations, an Additional Termination Event shall occur in respect of which (1) Issuer shall be the sole Affected Party and (2) the Transaction shall be the sole Affected Transaction.

     (o) Effectiveness. If, prior to the Effective Date, Dealer reasonably determines that it is advisable to cancel the Transaction because of concerns that Dealer’s related hedging activities could be viewed as not complying with applicable securities laws, rules or regulations, the Transaction shall be cancelled and shall not become effective, and neither party shall have any obligation to the other party in respect of the Transaction.

     (p) Opinion. Issuer shall deliver to Dealer an opinion of counsel, dated as of the Trade Date and reasonably acceptable to Dealer in form and substance, with respect to the matters set forth in Section 3(a)(i) and (ii) of the Agreement and with respect to the execution, delivery and performance of the Transaction not violating or conflicting with the constitutional documents of Issuer or with the Third Amended and Restated Credit Agreement among Core Laboratories N.V., Core Laboratories LP, JP Morgan Chase Bank, N.A., Bank of America, N.A., JP Morgan Securities Inc. and Banc of America Securities LLC, dated as of March 24, 2005, as amended to date.

     (q) Waiver of Trial by Jury. EACH OF ISSUER AND BUYER HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF BUYER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.

     (r) Governing Law. THIS CONFIRMATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.

     (s) Role of Agent. Lehman Brothers Inc. in its capacity as Agent will be responsible for (A) effecting this Transaction, (B) issuing all required confirmations and statements to Dealer and Issuer, (C) maintaining books and records relating to this Transaction in accordance with its standard practices and procedures and in accordance with applicable law and (D) unless otherwise requested by Issuer, receiving, delivering, and safeguarding Issuer’s funds and any securities in connection with this Transaction, in accordance with its standard practices and procedures and in accordance with applicable law.

(i) Agent is acting in connection with this Transaction solely in its capacity as Agent for Dealer and Issuer pursuant to instructions from Dealer and Issuer. Agent shall have no responsibility or personal liability to Dealer or Issuer arising from any failure by Dealer or Issuer to pay or perform any obligations hereunder, or to monitor or enforce compliance by Dealer or Issuer with any obligation hereunder, including, without limitation, any obligations to maintain collateral. Each of Dealer and Issuer agrees to

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	proceed solely against the other to collect or recover any securities or monies owing to it in connection with or as a result of this Transaction. Agent shall otherwise have no liability in respect of this Transaction, except for its gross negligence or willful misconduct in performing its duties as Agent.
(ii)	Any and all notices, demands, or communications of any kind relating to this Transaction between Dealer and Issuer shall be transmitted exclusively through Agent at the following address:
	Lehman Brothers Inc., acting as Agent
	Lehman Brothers OTC Derivatives Inc., acting as Principal
	745 Seventh Avenue
	New York, New York 10019
	Attn: Transaction Management Group
	Telephone No.: (212) 526-9986
	Facsimile No.: (646) 885-9546
(iii)	The date and time of the Transaction evidenced hereby will be furnished by the Agent to Dealer and Issuer upon written request.
(iv)	The Agent will furnish to Issuer upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction evidenced hereby.
(v)	Dealer and Issuer each represents and agrees (A) that this Transaction is not unsuitable for it in the light of such party’s financial situation, investment objectives and needs and (B) that it is entering into this Transaction in reliance upon such tax, accounting, regulatory, legal and financial advice as it deems necessary and not upon any view expressed by the other or the Agent.

     (t) Regulatory Provisions. (i) Issuer represents and warrants that it has received and read and understands the Notice of Regulatory Treatment and the OTC Option Risk Disclosure Statement. (i) The Agent will furnish Issuer upon written request a statement as to the source and amount of any remuneration received or to be received by the Agent in connection with the Transaction evidenced hereby.

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     Issuer hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement between Dealer and Issuer with respect to the Transaction, by manually signing this Confirmation or this page hereof as evidence of agreement to such terms and providing the other information requested herein and immediately returning an executed copy via facsimile to (646) 885-9546.

Yours faithfully,
Lehman Brothers OTC Derivatives Inc.
By:
	Name:
	Title:

Agreed and Accepted By:

Core Laboratories N.V.

By:	Core Laboratories International B.V.,
	its Sole Managing Director

By:
	Name:	Jan Willem Sodderland
	Title:	Managing Director of Core Laboratories
		International B.V.

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