-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
M8Bq14e1fXH7pXSV7a6wKE4vbKrD519oqM9Y57OU6jOwdDi+Xf81wYoL3SUWeDK6
GNZ62+WPXe9tTs2RrRTtmw==
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):
December 20, 2005 CORE LABORATORIES N.V. (Exact name of Registrant as specified in its charter) Commission File Number 001-14273 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: ___ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ___ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ___ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2 (b)) ___ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4 (c)) Item 1.01 Entry into Material Definitive Agreement On December 20, 2005, Core Laboratories N.V.
and certain of its subsidiaries, amended its Third Amended and Restated Credit
Agreement (henceforth
referred to as the "Amended Credit Agreement") with various financial
institutions which are or may become parties to the Amended Credit Agreement
(collectively, the "Lenders"), JPMorgan Chase Bank, N.A. as administrative agent
for the Lenders and as a letter of credit issuing bank, and Bank of America, N.A.
as syndication agent for the Lenders and as a letter of credit issuing bank. The
Amended Credit Agreement increases the aggregate borrowing commitment under the
existing credit facility from $75 million to $125 million, extends the maturity
date of the facility from March 24, 2010 to December 20, 2010 and provides for
lower borrowing costs as defined in the amended agreement. In addition, the
Amended Credit Agreement provides an option to increase the commitment under the
credit facility to $175 million, if certain conditions are met. The foregoing description does not purport to
be complete and is qualified in its entirety by reference to
the Amended Credit Agreement, which is filed as Exhibit 10.35 to this Current Report on Form 8-K
and is incorporated herein by
reference. Item 9.01. Financial Statements, Pro Forma
Financial Information and Exhibits. (c) 10.35
First Amendment to the Third Amended and Restated
First Amendment to the Third Amended and Restated
Credit Agreement 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: December 23, 2005 By /s/ Richard L. Bergmark Richard L. Bergmark Chief Financial Officer CORE LABORATORIES N.V. EXHIBIT NO. ITEM 10.35 First Amendment to the Third Amended and Restated Credit Agreement FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 20, 2005 (the "Amendment"), among CORE LABORATORIES N.V., a Netherlands limited liability company (the "Parent"), CORE LABORATORIES, LP, a Delaware limited partnership (the "US Borrower" and collectively with the Parent, the "Borrowers"), the various financial institutions which are or may become parties to the Credit Agreement, as amended hereby (collectively, the "Lenders"), JPMORGAN CHASE BANK, N.A. as administrative agent (the "Administrative Agent") for the Lenders and as a letter of credit issuing bank (in such capacity together with any successors thereto, an "LC Issuer"), and BANK OF AMERICA, N.A. as syndication agent ("Syndication Agent" and collectively with the Administrative Agent, the "Agents") for the Lenders and as a letter of credit issuing bank (in such capacity together with any successors ther
eto, an "LC Issuer"). W I T N E S S E T H WHEREAS, the Borrowers, the Lenders, the Agents and the LC Issuers are parties to that certain Third Amended and Restated Credit Agreement, dated as of March 24, 2005 (the "Credit Agreement"); and WHEREAS, the Borrowers desire to amend certain provisions of the Credit Agreement. NOW, THEREFORE, the parties hereto hereby agree as follows:
Exhibits
EXHIBIT INDEX TO FORM 8-K
"Commitment" means, for each Lender, the obligation of such Lender to make Loans to, and participate in Facility LCs issued upon the application of, the Borrowers in an aggregate amount not exceeding the amount set forth opposite such Lender's name on the Commitment Schedule, as it may be modified as a result of any assignment that has become effective pursuant to Section 14.3.3 or as otherwise modified from time to time pursuant to the terms hereof."
"Professional Market Party" means each of the following descriptions of a professional market party (professionele marktpartij) under the Dutch Exemption Regulation pursuant to the Dutch Banking Act:
(i) credit institutions, insurers, securities institutions, investment institutions, pension funds or subsidiaries of any of the foregoing, that are (a) supervised or licensed in the Netherlands or (b) established in a European Economic Area member state (other than the Netherlands), Monaco, Poland, Puerto Rico, Saudi Arabia, Turkey, South Korea, the United States, Japan, Australia, Canada, Mexico, New Zealand or Switzerland, and are adequately supervised in their country of establishment;
(ii) investment institutions which are exempt from the requirement to be supervised or licensed under Netherlands law;
(iii) the State of the Netherlands, the Dutch Central Bank (De Nederlandsche Bank), a foreign public body belonging to a central authority, regional and local governments, a central bank, an international treaty organization or a supranational public institution;
(iv) enterprises or institutions which, according to their balance sheet as at the end of the financial year preceding the year during which the relevant transaction takes place, have total assets of at least EUR 500,000,000 (or the equivalent thereof in another currency);
(v) institutions, enterprises, or natural persons having a net equity of at least EUR 10,000,000 (or the equivalent thereof in another currency) as at the end of the year preceding the year during which the relevant transaction takes place and who or which have been active on the financial markets on an average of twice a month over a period of at least two consecutive years preceding the relevant transaction; and
(vi) professional market parties as meant in section 1a(3)(a)(b)(d)-(f) of the exemption regulation to the Act on the Supervision of the Securities Trade 1995, i.e. (a) entities which are regulated to operate in the financial markets, (b) entities that are otherwise authorized to operate in regulated activities in the financial markets, including exempt credit institutions, insurers, financial institutions, investment institutions, pension funds and special purpose vehicles, (c) entities which, according to their last annual or consolidated accounts, meet at least two of the following three criteria: (x) an average number of employees during the financial year of 250 or more, (y) a total balance sheet of at least EUR 43,000,000, and (z) an annual net turnover of at least EUR 50,000,000, (d) entities with statutory seat in the Netherlands which do not meet at least two of the three criteria mentioned in clause (c) above, which have asked the Dutch competent authority to be considered as pro fessional market parties (and which consequently have been registered as such), as well as natural persons with place of residence in the Netherlands who have asked the Dutch competent authority to be considered as professional market party, and who meet at least two of the following three criteria: (x) the person has carried out transactions of a significant size on securities markets at an average frequency of, at least, 10 per quarter over the previous four quarters, (y) the size of the person's securities portfolio exceeds EUR 0,5 million, and (z) the person works or has worked for at least one year in the financial sector in a professional position which requires knowledge of securities investment, and (f) entities whose corporate purpose is solely to invest in securities, including hedge funds."
"Facility Termination Date" means December 20, 2010."
"Commitment Schedule" means the Schedule attached hereto identified as such."
[SIGNATURES BEGIN ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first written above.
BORROWERS
CORE LABORATORIES N.V., a Netherlands
limited liability company
BY: Core Laboratories International B.V., its sole Managing Director
By:
Title: Managing Director of Core Laboratories International B.V.
CORE LABORATORIES LP, a Delaware limited partnership
BY: Core Laboratories LLC, its General Partner
By:
Title:
AGENTS AND LENDERS
JPMORGAN CHASE BANK, N.A.
Individually, as Administrative Agent, as Swing Line Lender and as an LC Issuer
By: ____________________________
Title:
BANK OF AMERICA, N.A.,
Individually, as Syndication Agent and as an LC Issuer
By:________________________________
Title:
COMERICA BANK, as a Lender
By:________________________________
Title:
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By:________________________________
Title:
ACKNOWLEDGMENT BY GUARANTORS
Each of the undersigned Guarantors hereby (i) consents to the terms and conditions of that certain First Amendment to Third Amended and Restated Credit Agreement dated as of December __, 2005 (the "First Amendment"), (ii) acknowledges and agrees that its consent is not required for the effectiveness of the First Amendment, (iii) ratifies and acknowledges its respective Obligations under each Loan Document to which it is a party, including without limitation each Guaranty and (iv) represents and warrants that (a) no Default or Event of Default has occurred and is continuing, (b) it is in full compliance with all covenants and agreements pertaining to it in the Loan Documents, and (c) it has reviewed a copy of the First Amendment.
CORE LABORATORIES N.V.
BY: Core Laboratories International B.V., its sole Managing Director
By:
Title: Managing Director of Core Laboratories International B.V.
CORE LABORATORIES SALES N.V.
By:________________________________
Title:
CORE LABORATORIES CANADA, LTD.
By:________________________________
Title:
CORE LABORATORIES LP
OWEN OIL TOOLS LP
SAYBOLT LP
BY: Core Laboratories LLC, their general partner
By:________________________________
Title:
Annex I
COMMITMENT SCHEDULE
Lender |
Commitment |
JPMorgan Chase Bank, N.A. |
$37,500,000 |
Bank of America, N.A. |
$37,500,000 |
Comerica Bank |
$25,000,000 |
Wells Fargo Bank, National Association |
$25,000,000 |
Total: |
$125,000,000 |
Annex II
PRICING SCHEDULE
Consolidated Total Indebtedness/ Consolidated EBITDA |
LIBOR + |
ABR + |
Commitment Fee |
≥ 2.5x |
150.0 bps |
0 bps |
35.0 bps |
< 2.5x |
125.0 bps |
0 bps |
30.0 bps |
< 2.0x |
100.0 bps |
0 bps |
25.0 bps |
< 1.5x |
75.0 bps |
0 bps |
20.0 bps |
< 1.0x |
62.5 bps |
0 bps |
17.5 bps |
The Applicable Margin and Applicable Fee Rate shall be determined in accordance with the foregoing table based on the Parent's Status as reflected in the then most recent financials. Adjustments, if any, to the Applicable Margin or Applicable Fee Rate shall be effective five Business Days after the Administrative Agent has received the applicable financials. If the Parent fails to deliver the financials to the Administrative Agent at the time required pursuant to Section 6.1, then the Applicable Margin and Applicable Fee Rate shall be the highest Applicable Margin and Applicable Fee Rate set forth in the foregoing table until five days after such Financials are so delivered.
-----END PRIVACY-ENHANCED MESSAGE-----