exv4w1



 




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).



-2-









 






     (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



-3-









 







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



-4-









 







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.



-5-









 






     (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)



-6-









 







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.




-7-









 








          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


-8-









 







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



-9-









 







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



-10-









 







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

-11-









 








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



-12-









 







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



-13-









 







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;




-14-









 








          (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,


-15-









 








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



-16-









 







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



-17-









 







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.





-19-









 








          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.