exv4w5



 





	 	 	 
	 

	 	October 31, 2006
	 
	 	 
	To:

	 	Core Laboratories N.V.
	 

	 	Herengracht 424
	 

	 	1017 BZ Amsterdam
	 

	 	The Netherlands
	 
	 	 
	From:

	 	Lehman Brothers Inc., acting as Agent
	 

	 	Lehman Brothers OTC Derivatives Inc., acting as Principal
	 

	 	Attention: Transaction Management Group
	 

	 	Telephone: (212) 526-9986
	 

	 	Facsimile: (646) 885-9546
	 
	 	 
	Re: 

	 	Issuer Warrant Transaction
	 

	 	(Transaction Reference Number:                                         )






Ladies and Gentlemen:




     The purpose of this communication (this “Confirmation”) is to set forth the terms and
conditions of the above-referenced transaction entered into on the Trade Date specified below (the
“Transaction”) between Lehman Brothers OTC Derivatives Inc. (“Dealer”) represented by Lehman
Brothers Inc. (“Agent”) as its agent, and Core Laboratories N.V. (“Issuer”). This communication
constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Lehman
Brothers OTC Derivatives Inc. is not a member of the Securities Investor Protection Corporation.



     1. This Confirmation is subject to, and incorporates, the definitions and provisions of the
2000 ISDA Definitions (including the Annex thereto) (the “2000 Definitions”) and the definitions
and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions” and,
together with the 2000 Definitions, the “Definitions”), in each case as published by the
International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency
between the 2000 Definitions and the Equity Definitions, the Equity Definitions will govern. For
purposes of the Equity Definitions, each reference herein to a Warrant shall be deemed to be a
reference to a Call Option or an Option, as context requires.



     This Confirmation evidences a complete and binding agreement between Dealer and Issuer as to
the terms of the Transaction to which this Confirmation relates. This Confirmation shall be
subject to an agreement (the “Agreement”) in the form of the 2002 ISDA Master Agreement (the “ISDA
Form”) as if Dealer and Issuer had executed an agreement in such form (without any Schedule but
with the elections set forth in this Confirmation). For the avoidance of doubt, the Transaction
shall be the only transaction under the Agreement.



     All provisions contained in, or incorporated by reference to, the Agreement will govern this
Confirmation except as expressly modified herein. In the event of any inconsistency between this
Confirmation and either the Definitions or the Agreement, this Confirmation shall govern.



     2. The Transaction is a Warrant Transaction, which shall be considered a Share Option
Transaction for purposes of the Equity Definitions. The terms of the particular Transaction to
which this Confirmation relates are as follows:



General Terms:




	 	 	 	 	 
	 
	 	Trade Date:	 	October 31, 2006
	 
	 	 	 	 
	 
	 	Effective Date:	 	November 6, 2006, subject to postponement pursuant to Section 8(m) hereof
	 
	 	 	 	 
	 
	 	Warrant Style:	 	European






 









 






	 	 	 	 	 
	 
	 	Warrant Type:	 	Call
	 
	 	 	 	 
	 
	 	Seller:	 	Issuer
	 
	 	 	 	 
	 
	 	Buyer:	 	Dealer
	 
	 	 	 	 
	 
	 	Shares:	 	The Common Stock of Core Laboratories N.V., par value EUR 0.04 per share (NYSE Ticker Symbol: “CLB”).
	 
	 	 	 	 
	 
	 	Number of Warrants:	 	2,638,325
	 
	 	 	 	 
	 
	 	Daily Number of Warrants:	 	131,916.25
	 
	 	 	 	 
	 
	 	Warrant Entitlement:	 	One Share per Warrant
	 
	 	 	 	 
	 
	 	Strike Price:	 	USD127.5575
	 
	 	 	 	 
	 
	 	Premium:	 	USD48,150,000
	 
	 	 	 	 
	 
	 	Premium Payment Date:	 	The Effective Date
	 
	 	 	 	 
	 
	 	Exchange:	 	New York Stock Exchange
	 
	 	 	 	 
	 
	 	Related Exchange:	 	All Exchanges






Procedures for Exercise:




	 	 	 	 	 
	 

	 	Expiration Time:
	 	Valuation Time
	 
	 	 	 	 
	 

	 	Expiration Date(s):
	 	Each Scheduled Trading Day in the period beginning on and including the
First Expiration Date and ending on and including the Final Expiration Date shall be
an “Expiration Date” for a number of Warrants equal to the Daily Number of Warrants on
such date.
	 
	 	 	 	 
	 

	 	 	 	Notwithstanding the foregoing and anything to the
contrary in the Equity Definitions, if a Market
Disruption Event occurs on any Expiration Date
(including the First Expiration Date), the
Calculation Agent shall (i) make adjustments, if
applicable, to the Daily Number of Warrants for
which such day shall be an Expiration Date and
(ii) designate the Scheduled Trading Day
immediately following such day (which may be an
Expiration Date for another Daily Number of
Warrants) as the Expiration Date for the
remaining Daily Number of Warrants or a portion
thereof for the original Expiration Date;
provided that any such designation shall be
subject to legal, regulatory or self-regulatory
requirements and related policies and procedures
applicable to Dealer (whether or not such
requirements, policies or procedures are imposed
by law or have been voluntarily adopted by
Dealer); provided further that if such Expiration
Date has not occurred pursuant to clause (ii) as
of the third Scheduled Trading Day following the
Final Expiration Date under this Transaction, the
Calculation Agent shall have the right to declare
such Scheduled Trading Day to be the final
Expiration Date and the Calculation Agent shall






2









 






	 	 	 	 	 
	 

	 	 	 	determine its good faith estimate of the fair
market value for the Shares as of the Valuation
Time on that third Scheduled Trading Day or on
any subsequent Scheduled Trading Day, as the
Calculation Agent shall determine using
commercially reasonable means.
	 
	 	 	 	 
	 

	 	First Expiration Date:
	 	The Scheduled Trading Day that is 20 Scheduled Trading Days
prior to the Final Expiration Date.
	 
	 	 	 	 
	 

	 	Final Expiration Date:
	 	January 25, 2012.
	 
	 	 	 	 
	 

	 	Market Disruption Event:
	 	Section 6.3(a) of the Equity Definitions is hereby amended by
deleting the words “during the one hour period that ends at the relevant Valuation
Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as
the case may be,” in clause (ii) thereof.
	 
	 	 	 	 
	 

	 	Automatic Exercise:
	 	Applicable; and means that each Warrant not previously exercised under
the Transaction will be deemed to be automatically exercised at the Expiration Time on
the relevant Expiration Date unless Buyer notifies Seller (by telephone or in writing)
prior to the Expiration Time on the Expiration Date that it does not wish Automatic
Exercise to occur, in which case Automatic Exercise will not apply.
	 
	 	 	 	 
	 

	 	Issuer’s Telephone Number
and Telex and/or Facsimile Number
and Contact Details for purpose of Giving Notice:	 	To be provided by Issuer.
	 

	 	 
	 	 






Settlement Terms:




	 	 	 	 	 
	 

	 	Valuation Date:
	 	Each Expiration Date
	 
	 	 	 	 
	 

	 	Net Share Settlement:
	 	On each Settlement Date, Issuer shall deliver to Dealer a
number of Shares equal to the Number of Shares to be Delivered for such Settlement
Date and will pay to Dealer the related Fractional Share Amount, if any.
	 
	 	 	 	 
	 

	 	Number of Shares to be Delivered:
	 	For each Settlement Date, the Option Cash Settlement
Amount (determined as if Cash Settlement were applicable) for the Warrants for which
the Expiration Date is the corresponding Valuation Date divided by the Settlement
Price for such corresponding Valuation Date, rounded down to the nearest whole number.
	 
	 	 	 	 
	 

	 	Settlement Price:
	 	For any Valuation Date, the VWAP Price for such Valuation Date.
	 
	 	 	 	 
	 

	 	VWAP Price:
	 	For any Valuation Date, the volume weighted average price per Share
for such Valuation Date based on transactions executed on the New York Stock Exchange
for the period between 9:30 a.m. and 4:00 p.m. New York City Time during such






3









 






	 	 	 	 	 
	 

	 	 	 	Valuation Date, as reported on Bloomberg Page
“CLB <Equity> AQR.N” (or any successor
thereto) or, in the event such price is not so
reported on such Valuation Date for any reason,
as reasonably determined by the Calculation
Agent.
	 
	 	 	 	 
	 

	 	Other Applicable Provisions:
	 	The provisions of Sections 9.1(c), 9.8, 9.9, 9.10,
9.11 (except that the Representation and Agreement contained in Section 9.11 of the
Equity Definitions shall be modified by excluding any representations therein relating
to restrictions, obligations, limitations or requirements under applicable securities
laws as a result of the fact that Seller is the Issuer of the Shares) and 9.12 of the
Equity Definitions will be applicable as if “Physical Settlement” applied to the
Transaction.






Adjustments:




	 	 	 	 	 
	 

	 	Method of Adjustment:
	 	Calculation Agent Adjustment
	 
	 	 	 	 
	 

	 	Extraordinary Dividend:
	 	Any dividend or distribution that has an ex-dividend date occurring
on or after the Trade Date and on or prior to the Expiration Date.






     Extraordinary Events:



	 	 	 	 	 	 	 
	 	 	New Shares:	 	In the definition of New Shares in Section 12.1(i) of the Equity
Definitions, the text in clause (i) shall be deleted in its entirety and replaced with
“publicly quoted, traded or listed on any of the New York Stock Exchange, the American
Stock Exchange or the Nasdaq Global Select Market or the Nasdaq Global Market (or
their respective successors)”.
	 
	 	 	 	 	 	 
	 	 	Consequences of Merger Events:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(a) Share-for-Share:
	 	Modified Calculation Agent Adjustment
	 
	 	 	 	 	 	 
	 

	 	 	 	(b) Share-for-Other:
	 	Cancellation and Payment (Calculation Agent Determination)
	 
	 	 	 	 	 	 
	 

	 	 	 	(c) Share-for-Combined:
	 	Cancellation and Payment (Calculation Agent Determination)
	 
	 	 	 	 	 	 
	 	 	Tender Offer:	 	Applicable.
	 
	 	 	 	 	 	 
	 

	 	 	 	Consequences of Tender Offers:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	(a) Share-for-Share:
	 	Modified Calculation Agent Adjustment
	 
	 	 	 	 	 	 
	 

	 	 	 	(b) Share-for-Other:
	 	Cancellation and Payment (Calculation Agent
Determination) on that portion of the Other Consideration that consists of cash;
Modified Calculation Agent Adjustment on the remainder of the Other Consideration.
	 
	 	 	 	 	 	 
	 

	 	 	 	(c) Share-for-Combined:
	 	Modified Calculation Agent Adjustment
	 
	 	 	 	 	 	 
	 	 	Nationalization, Insolvency
and Delisting:	 	Cancellation and Payment (Calculation Agent Determination);
provided that in addition to the provisions of Section 12.6(a)(iii) of the Equity






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	 	 	 	Definitions, it shall also constitute a Delisting
if the Exchange is located in the United States
and the Shares are not immediately re-listed,
re-traded or re-quoted on any of the New York
Stock Exchange, the American Stock Exchange, the
Nasdaq Global Select Market or the Nasdaq Global
Market (or their respective successors); if the
Shares are immediately re-listed, re-traded or
re-quoted on any such exchange or quotation
system, such exchange or quotation system shall
thereafter be deemed to be the Exchange.






Additional Disruption Events:




	 	 	 	 	 
	 

	 	(a) Change in Law:
	 	Applicable; provided that Section 12.9(a)(ii) of the Equity
Definitions is hereby amended by replacing the phrase “the interpretation” in the
third line thereof with the phrase “or announcement or statement of the formal or
informal interpretation”.
	 
	 	 	 	 
	 

	 	(b) Failure to Deliver:
	 	Applicable
	 
	 	 	 	 
	 

	 	(c) Insolvency Filing:
	 	Applicable
	 
	 	 	 	 
	 

	 	(d) Hedging Disruption:
	 	Not Applicable
	 
	 	 	 	 
	 

	 	(e) Increased Cost of Hedging:
	 	Not Applicable
	 
	 	 	 	 
	 

	 	(f) Loss of Stock Borrow:
	 	Applicable
	 
	 	 	 	 
	 

	 	     Maximum Stock Loan Rate:
	 	200 basis points per annum
	 
	 	 	 	 
	 

	 	(g) Increased Cost of Stock Borrow:
	 	Not Applicable
	 
	 	 	 	 
	 

	 	Hedging Party:
	 	Dealer for all applicable Additional Disruption Events
	 
	 	 	 	 
	 

	 	Determining Party:
	 	Dealer for all applicable Additional Disruption Events






	 	 	 
	Non-Reliance:

	 	Applicable
	 
	 	 
	Agreements and Acknowledgments
	 	 
	Regarding Hedging Activities:

	 	Applicable
	 
	 	 
	Additional Acknowledgments:

	 	Applicable






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	3.	 	 	Calculation Agent:	 	Dealer
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	4.	 	 	Account Details:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Dealer Payment Instructions:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	To be provided by Dealer.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Issuer Payment Instructions:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	To be provided by Issuer.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	5.	 	 	Offices:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	The Office of Dealer for the Transaction is:
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Lehman Brothers OTC Derivatives Inc.
	 

	 	 	 	 	 	 	 	745 Seventh Avenue	 	 






5









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	New York, New York 10019
	 
	 	 	 	 	 	 	 	 
	 	 	     The Office of Issuer for the Transaction is:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Core Laboratories N.V.	 	 
	 	 	 	 	Herengracht 424	 	 
	 	 	 	 	1017 BZ Amsterdam	 	 
	 	 	 	 	The Netherlands	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	6. Notices: For purposes of this Confirmation:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	(a)	 	Address for notices or communications to Issuer:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	To:
	 	Core Laboratories N.V.	 	 
	 

	 	 	 	 	 	Herengracht 424	 	 
	 

	 	 	 	 	 	1017 BZ Amsterdam	 	 
	 

	 	 	 	 	 	The Netherlands	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	with a copy:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	To:
	 	Core Laboratories LP	 	 
	 

	 	 	 	 	 	6316 Windfern Road	 	 
	 

	 	 	 	 	 	Houston, Texas 77040	 	 
	 

	 	 	 	Attn:
	 	General Counsel	 	 
	 

	 	 	 	Telephone:
	 	(713) 328-2673	 	 
	 

	 	 	 	Facsimile:
	 	(713) 328-2152	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	(b)	 	Address for notices or communications to Dealer:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	To:
	 	Lehman Brothers Inc., acting as Agent	 	 
	 

	 	 	 	 	 	Lehman Brothers OTC Derivatives Inc., acting as Principal	 	 
	 

	 	 	 	 	 	745 Seventh Avenue	 	 
	 

	 	 	 	 	 	New York, New York 10019	 	 
	 

	 	 	 	Attn:
	 	Transaction Management Group	 	 
	 

	 	 	 	Telephone No.:
	 	(212) 526-9986	 	 
	 

	 	 	 	Facsimile No.:
	 	(646) 885-9546	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	with a copy:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	To:
	 	Lehman Brothers Inc., acting as Agent	 	 
	 

	 	 	 	 	 	Lehman Brothers OTC Derivatives Inc., acting as Principal	 	 
	 

	 	 	 	 	 	745 Seventh Avenue	 	 
	 

	 	 	 	 	 	New York, New York 10019	 	 
	 

	 	 	 	Attn:
	 	Steve Roti – US Equity Linked	 	 
	 

	 	 	 	Telephone No.:
	 	(212) 526-0055	 	 
	 

	 	 	 	Facsimile No.:
	 	(917) 552-0561	 	 






     7. Representations, Warranties and Agreements:



     (a) In addition to the representations and warranties in the Agreement and those contained
elsewhere herein, Issuer represents and warrants to and for the benefit of, and agrees with, Dealer
as follows:




     (i) On the Trade Date, (A) none of Issuer and its officers and directors is aware of
any material nonpublic information regarding Issuer or the Shares and (B) all reports and
other documents filed by Issuer with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 (the “Exchange Act”) when considered as a whole (with the
more recent such reports and documents deemed to amend inconsistent statements contained in
any earlier



6









 






such reports and documents), do not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances in which they were made, not
misleading.




     (ii) Without limiting the generality of Section 13.1 of the Equity Definitions, Issuer
acknowledges that Dealer is not making any representations or warranties with respect to
the treatment of the Transaction under FASB Statements 133, 149 or 150, EITF Issue No.
00-19 (or any successor issue statements) or under FASB’s Liabilities & Equity Project.




     (iii) Prior to the Effective Date, Issuer shall deliver to Dealer evidence of
corporate authority authorizing the Transaction and such other certificate or certificates
as Dealer shall reasonably request.




     (iv) Issuer is not entering into this Confirmation to create actual or apparent
trading activity in the Shares (or any security convertible into or exchangeable for
Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any
security convertible into or exchangeable for Shares) or otherwise in violation of the
Exchange Act.




     (v) Issuer is not, and after giving effect to the transactions contemplated hereby
will not be, an “investment company” as such term is defined in the Investment Company Act
of 1940, as amended.




     (vi) On any Expiration Date, Issuer shall not, and shall cause its affiliates and
affiliated purchasers (each as defined in Rule 10b-18 under the Exchange Act) not to,
directly or indirectly (including, without limitation, by means of a cash-settled or other
derivative instrument) purchase, offer to purchase, place any bid or limit order that would
effect a purchase of, or commence any tender offer relating to, any Shares (or an
equivalent interest, including a unit of beneficial interest in a trust or limited
partnership or a depository share) or any security convertible into or exchangeable for
Shares.




     (vii) Issuer understands that no obligations of Dealer to it hereunder will be
entitled to the benefit of deposit insurance and that such obligations will not be
guaranteed by any affiliate of Dealer or any governmental agency.




     (viii) On the Trade Date (A) the assets of Issuer at their fair valuation exceed the
liabilities of Issuer, including contingent liabilities, (B) the capital of Issuer is
adequate to conduct the business of Issuer and (C) Issuer has the ability to pay its debts
and obligations as such debts mature and does not intend to, or does not believe that it
will, incur debt beyond its ability to pay as such debts mature.




     (ix) On each Expiration Date, the Shares shall not be subject to a “restricted
period,” as such term is defined in Regulation M under the Exchange Act.




     (x) Any Shares, when issued and delivered in a Net Share Settlement of the Warrants or
a Share Termination Alternative settlement in accordance with the terms of this
Confirmation, will be duly authorized and validly issued, fully paid and nonassessable, and
the issuance thereof will not be subject to any preemptive or similar rights.



     (b) Each of Dealer and Issuer agrees and represents that it is an “eligible contract
participant” as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as amended.



     (c) Each of Dealer and Issuer acknowledges that the offer and sale of the Transaction to it is
intended to be exempt from registration under the Securities Act of 1933, as amended (the
“Securities Act”), by virtue of Section 4(2) thereof. Accordingly, Dealer represents and warrants
to Issuer that (i) it has the financial ability to bear the economic risk of its investment in the
Transaction and is able to bear a total loss of its investment, (ii) it is an “accredited investor”
as that term is defined in Regulation D as promulgated under the Securities Act, (iii) it is
entering into the Transaction for its own account without a view to the distribution or resale
thereof, and (iv) the assignment, transfer or other disposition of the Transaction has not been and
will not be registered under the Securities Act and is restricted under this Confirmation, the
Securities Act and state securities laws.



7









 





     (d) Each of Dealer and Issuer agrees and acknowledges that Dealer is a “financial
institution,” “swap participant” and “financial participant” within the meaning of Sections
101(22), 101(53C) and 101(22A) of Title 11 of the United States Code (the “Bankruptcy Code”). The
parties hereto further agree and acknowledge (A) that this Confirmation is (i) a “securities
contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which
each payment and delivery hereunder is a “settlement payment,” as such term is defined in Section
741(8) of the Bankruptcy Code, and (ii) a “swap agreement,” as such term is defined in Section
101(53B) of the Bankruptcy Code, with respect to which each payment and delivery hereunder is a
“transfer,” as such term is defined in Section 101(54) of the Bankruptcy Code, and (B) that Dealer
is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17),
546(e), 546(g), 555 and 560 of the Bankruptcy Code.



     8. Other Provisions:



     (a) Alternative Calculations and Payment on Early Termination and on Certain Extraordinary
Events. If Issuer shall owe Buyer any amount pursuant to Section 12.2, 12.3, 12.6, 12.7 or 12.9 of
the Equity Definitions (except in the event of an Insolvency, a Nationalization, a Tender Offer or
a Merger Event, in each case, in which the consideration or proceeds to be paid to holders of
Shares consists solely of cash) or pursuant to Section 6(d)(ii) of the Agreement (except in the
event of an Event of Default in which Issuer is the Defaulting Party or a Termination Event in
which Issuer is the Affected Party, that resulted from an event or events within Issuer’s control)
(a “Payment Obligation”), Issuer shall have the right, in its sole discretion, to satisfy any such
Payment Obligation by the Share Termination Alternative (as defined below) by giving irrevocable
telephonic notice to Buyer, confirmed in writing within one Scheduled Trading Day, between the
hours of 9:00 AM and 4:00 PM, New York City time, on the relevant Merger Date, Tender Offer Date or
Early Termination Date, as applicable (“Notice of Share Termination”). Upon such Notice of Share
Termination, the following provisions shall apply on the Scheduled Trading Day immediately
following the Merger Date, Tender Offer Date or Early Termination Date, as applicable:



	 	 	 
	Share Termination Alternative:

	 	Applicable and means that Issuer shall
deliver to Dealer the Share Termination
Delivery Property on the date on which
the Payment Obligation would otherwise be
due pursuant to Section 12.7 or 12.9 of
the Equity Definitions or Section
6(d)(ii) of the Agreement, as applicable
(the “Share Termination Payment Date”),
in satisfaction of the Payment
Obligation.
	 
	 	 
	Share Termination Delivery 

Property:

	 	A number of Share Termination Delivery
Units, as calculated by the Calculation
Agent, equal to the Payment Obligation
divided by the Share Termination Unit
Price. The Calculation Agent shall
adjust the Share Termination Delivery
Property by replacing any fractional
portion of a security therein with an
amount of cash equal to the value of such
fractional security based on the values
used to calculate the Share Termination
Unit Price.
	 
	 	 
	Share Termination Unit Price:

	 	The value of property contained in one
Share Termination Delivery Unit on the
date such Share Termination Delivery
Units are to be delivered as Share
Termination Delivery Property, as
determined by the Calculation Agent in
its discretion by commercially reasonable
means and notified by the Calculation
Agent to Issuer at the time of
notification of the Payment Obligation.
	 
	 	 
	Share Termination Delivery Unit:

	 	In the case of a Termination Event, Event
of Default or Delisting, one Share or, in
the case of a Merger Event, a Tender
Offer, a Nationalization or an
Insolvency, a unit consisting of the
number or amount of each type of property
received by a holder of one Share
(without consideration of any requirement
to pay cash or other consideration in
lieu of fractional amounts of any
securities) in such Merger Event, Tender
Offer, Nationalization or Insolvency. If
such






8









 






	 	 	 
	 

	 	Merger Event, Tender Offer, Nationalization or Insolvency involves a choice of
consideration to be received by holders, such holder shall be deemed to have
elected to receive the maximum possible amount of cash.
	 
	 	 
	Failure to Deliver:

	 	Applicable
	 
	 	 
	Other applicable provisions:

	 	If Share Termination Alternative is
applicable, the provisions of Sections 9.8,
9.9, 9.10, 9.11 (except that the
Representation and Agreement contained in
Section 9.11 of the Equity Definitions shall
be modified by excluding any representations
therein relating to restrictions,
obligations, limitations or requirements
under applicable securities laws as a result
of the fact that Seller is the Issuer of the
Shares) and 9.12 of the Equity Definitions
will be applicable, as if “Physical
Settlement” were applicable and all
references to “Shares” shall be read as
references to “Share Termination Delivery
Units”.






     (b) Registration/Private Placement Procedures. (i) If, in the reasonable judgment of Dealer
upon the advice of counsel, either (a) any securities of Issuer or its affiliates comprising any
Share Termination Delivery Units or (b) any Shares, in either case deliverable to Dealer hereunder
(any such securities or Shares, “Delivered Securities”) would not be immediately freely
transferable by Dealer under Rule 144(k) under the Securities Act, then the provisions set forth in
this Section 8(b) shall apply. At the election of Issuer by notice to Buyer within one Exchange
Business Day after the relevant delivery obligation arises, but in any event at least one Exchange
Business Day prior to the date on which such delivery obligation is due, either (A) all Delivered
Securities delivered by Issuer to Buyer shall be, at the time of such delivery, covered by an
effective registration statement of Issuer for immediate resale by Buyer (such registration
statement and the corresponding prospectus (the “Prospectus”) (including, without limitation, any
sections describing the plan of distribution) in form and content commercially reasonably
satisfactory to Buyer) or (B) Issuer shall deliver additional Delivered Securities so that the
value of such Delivered Securities, as determined by the Calculation Agent to reflect an
appropriate liquidity discount equals the value of the number of Delivered Securities that would
otherwise be deliverable if such Delivered Securities were freely tradeable (without prospectus
delivery) upon receipt by Buyer (such value, the “Freely Tradeable Value”); provided that Issuer
may not make the election described in this clause (B) if, on the date of its election, it has
taken, or caused to be taken, any action that would make unavailable either the exemption pursuant
to Section 4(2) of the Securities Act for the delivery by Issuer to Dealer (or any affiliate
designated by Dealer) of the Delivered Securities or the exemption pursuant to Section 4(1) or
Section 4(3) of the Securities Act for resales of the Delivered Securities by Dealer (or any such
affiliate of Dealer). (For the avoidance of doubt, as used in this paragraph (b) only, the term
“Issuer” shall mean the issuer of the relevant securities, as the context shall require.)



     (ii) If Issuer makes the election described in clause (b)(i)(A) above:




     (A) Buyer (or an Affiliate of Buyer designated by Buyer) shall be afforded a
reasonable opportunity to conduct a “due diligence” investigation with respect to Issuer
that is customary in scope for underwritten offerings of equity securities; provided that
if Buyer is not reasonably satisfied with the results of the investigation described in
this subclause (A) or Issuer’s compliance with clause (b)(i)(A) above and subclause (ii)(B)
below, then Issuer shall be deemed to have made the election described in clause (b)(i)(B)
above; and




     (B) Buyer (or an Affiliate of Buyer designated by Buyer) and Issuer shall enter into
an agreement (a “Registration Agreement”) on commercially reasonable terms in connection
with the public resale of such Delivered Securities by Buyer or such Affiliate
substantially similar to underwriting agreements customary for underwritten offerings of
equity securities, in form and substance commercially reasonably satisfactory to Buyer or
such Affiliate and Issuer, which Registration Agreement shall include, without limitation,
provisions substantially similar to those contained in such underwriting agreements
relating to the indemnification of, and contribution in connection with the liability of,
Buyer and its Affiliates and Issuer, shall provide for the payment by Issuer of all
expenses in connection with such resale, including all registration costs and all fees



9









 






and expenses of counsel for Buyer, and shall provide for the delivery of accountants’
“comfort letters” to Buyer or such Affiliate with respect to the financial statements and
certain financial information contained in or incorporated by reference into the
Prospectus.




(iii) If Issuer makes or is deemed to make the election described in clause (b)(i)(B)
above:




     (A) All Delivered Securities shall be delivered to Dealer (or any Affiliate of Dealer
designated by Dealer) pursuant to the exception from the registration requirements of the
Securities Act provided by Section 4(2) thereof;




     (B) Buyer (or an Affiliate of Buyer designated by Buyer) and any potential
institutional purchaser of any such Delivered Securities from Buyer or such Affiliate
identified by Buyer shall be afforded a commercially reasonable opportunity to conduct a
due diligence investigation in compliance with applicable law with respect to Issuer
customary in scope for private placements of equity securities (including, without
limitation, the right to have made available to them for inspection all financial and other
records, pertinent corporate documents and other information reasonably requested by them);




     (C) Buyer (or an Affiliate of Buyer designated by Buyer) and Issuer shall enter into
an agreement (a “Private Placement Agreement”) on commercially reasonable terms in
connection with the private placement of such Delivered Securities by Issuer to Buyer or
such Affiliate and the private resale of such shares by Buyer or such Affiliate,
substantially similar to private placement purchase agreements customary for private
placements of equity securities, in form and substance commercially reasonably satisfactory
to Buyer and Issuer, which Private Placement Agreement shall include, without limitation,
provisions substantially similar to those contained in such private placement purchase
agreements relating to the indemnification of, and contribution in connection with the
liability of, Buyer and its Affiliates and Issuer, shall provide for the payment by Issuer
of all expenses in connection with such resale, including all fees and expenses of counsel
for Buyer, and shall contain representations, warranties and agreements of Issuer
reasonably necessary or advisable to establish and maintain the availability of an
exemption from the registration requirements of the Securities Act for such resales; and




     (D) Issuer agrees that any Delivered Securities so delivered to Dealer, (i) may be
transferred by and among Dealer and its Affiliates, and Issuer shall effect such transfer
without any further action by Dealer and (ii) after the minimum “holding period” within the
meaning of Rule 144(d) under the Securities Act has elapsed with respect to such Delivered
Securities, Issuer shall promptly remove, or cause the transfer agent for such Delivered
Securities to remove, any legends referring to any such restrictions or requirements from
such Delivered Securities upon delivery by Dealer (or such Affiliate of Dealer) to Issuer
or such transfer agent of seller’s and broker’s representation letters customarily
delivered by Dealer in connection with resales of restricted securities pursuant to Rule
144 under the Securities Act, without any further requirement for the delivery of any
certificate, consent, agreement, opinion of counsel, notice or any other document, any
transfer tax stamps or payment of any other amount or any other action by Dealer (or such
affiliate of Dealer).




     (E) Issuer and Dealer shall not take, or cause to be taken, any action that would make
unavailable either the exemption pursuant to Section 4(2) of the Securities Act for the
delivery by Issuer to Dealer (or any affiliate designated by Dealer) of the Delivered
Securities or the exemption pursuant to Section 4(1) or Section 4(3) of the Securities Act
for resales of the Delivered Securities by Dealer (or any such affiliate of Dealer).



     (c) Make-whole. If Issuer makes the election described in clause (b)(i)(B) of Section 8(b)
hereof, then in either case Dealer or its affiliate may sell such Shares or Share Termination
Delivery Units, as the case may be, during a period (the “Resale Period”) commencing on the
Exchange Business Day following delivery of such Shares or Share Termination Delivery Units, as the
case may be, and ending on the Exchange Business Day on which Dealer completes the sale of all such
Shares or Share Termination Delivery Units, as the case may be, or a sufficient number of Shares or
Share Termination Delivery Units, as the case may be, so that the realized net proceeds of such
sales exceed the amount of the Payment Obligation (in the case of clause (x), or in the case that
both clause (x) and clause (y) apply) or the Freely



10









 




Tradeable Value (in the case that only clause (y) applies)(such amount of the Payment Obligation or
Freely Tradeable Value, as the case may be, the “Required Proceeds”). If any of such delivered
Shares or Share Termination Delivery Units remain after such realized net proceeds exceed the
Required Proceeds, Dealer shall return such remaining Shares or Share Termination Delivery Units to
Issuer. If the Required Proceeds exceed the realized net proceeds from such resale, Issuer shall
transfer to Dealer by the open of the regular trading session on the Exchange on the Exchange
Trading Day immediately following the last day of the Resale Period the amount of such excess (the
“Additional Amount”) in cash or in a number of additional Shares (“Make-whole Shares”) in an amount
that, based on the Relevant Price on the last day of the Resale Period (as if such day was the
“Valuation Date” for purposes of computing such Relevant Price), has a dollar value equal to the
Additional Amount. The Resale Period shall continue to enable the sale of the Make-whole Shares in
the manner contemplated by this Section 8(c). This provision shall be applied successively until
the Additional Amount is equal to zero, subject to Section 8(f).




     (d) Additional Termination Events. The occurrence of either one of the following shall
constitute an Additional Termination Event with respect to which the Transaction is the sole
Affected Transaction and Issuer is the sole Affected Party:




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




     (ii) Issuer consolidates with or merges with or into another person or sells,
conveys, transfers or leases all or substantially all of its properties and assets to any
person (other than one of its subsidiaries) or any person (other than one of its
subsidiaries) consolidates with or merges with or into Issuer, and the Shares are
reclassified into, converted for or converted into the right to receive any other property
or security, provided that none of these circumstances will be an Additional Termination
Event if persons that beneficially own the Shares immediately prior to the transaction own,
directly or indirectly, a majority of the total voting power of all outstanding voting
stock of the surviving or transferee person immediately after the transaction in
substantially the same proportion as their ownership of the Shares immediately prior to the
transaction; or




     (iii) Issuer’s shareholders approve any plan or proposal for the liquidation or
dissolution of Issuer.




     The term “person” and the term “group” as used in this Section 8(d) have the meanings
given by Section 13(d) and 14(d) of the Exchange Act or any successor provisions.




     The term “group” as used in this Section 8(d) includes any group acting for the
purpose of acquiring, holding or disposing of securities within the meaning of Rule
13d-5(b)(1) under the Exchange Act or any successor provision.




     The term “beneficial owner” as used in this Section 8(d) is determined in accordance
with Rules 13d-3 and 13d-5 under the Exchange Act or any successor provisions, except that
a person will be deemed to have beneficial ownership of all shares that person has the
right to acquire irrespective of whether the right is exercisable immediately or only after
the passage of time.




     Notwithstanding the foregoing, it will not constitute an Additional Termination Event
if at least 90% of the consideration for the Shares (excluding cash
payments for fractional shares and cash payments made in respect of dissenter’s appraisal rights and cash payment
of the settlement amount, if any) in the transaction or transactions described above
consists of common stock (or depositary shares or receipts evidencing common stock) traded
on a United States national securities exchange or which will be so traded when exchanged
in connection with such transaction or transactions.



     (e) Repurchase Notices. Issuer shall, on any day on which Issuer effects any repurchase of
Shares, promptly give Dealer a written notice of such repurchase (a “Repurchase Notice”) on such
day if, following such repurchase, the Notice Percentage as determined on such day is (i) greater
than 9.5% and (ii) greater by 0.5% than the Notice Percentage included in the immediately preceding
Repurchase Notice



11









 




(or, in the case of the first such Repurchase Notice, greater than the Notice Percentage as of the
date hereof). The “Notice Percentage” as of any day is the fraction, expressed as a percentage,
the numerator of which is the Number of Shares and the denominator of which is the number of Shares
outstanding on such day.




     (f) Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this
Confirmation, in no event shall Buyer be entitled to receive, or shall be deemed to receive, any
Shares if, upon such receipt of such Shares, the “beneficial ownership” (within the meaning of
Section 13 of the Exchange Act and the rules promulgated thereunder) of Shares by Buyer or any
entity that directly or indirectly controls Buyer (collectively, “Buyer Group”) would be equal to
or greater than 8% or more of the outstanding Shares. If any delivery owed to Buyer hereunder is
not made, in whole or in part, as a result of this provision, Issuer’s obligation to make such
delivery shall not be extinguished and Issuer shall make such delivery as promptly as practicable
after, but in no event later than one Exchange Business Day after, Buyer gives notice to Issuer
that such delivery would not result in Buyer Group directly or indirectly so beneficially owning in
excess of 8% of the outstanding Shares.



     (g) Limitations on Settlement by Issuer. Notwithstanding anything herein or in the Agreement
to the contrary, in no event shall Issuer be required to deliver Shares in connection with the
Transaction in excess of 5,276,650 Shares (the “Capped Number”). Issuer represents and warrants
(which shall be deemed to be repeated on each day that the Transaction is outstanding) that the
Capped Number is equal to or less than the number of authorized but unissued Shares of the Issuer
that are not reserved for future issuance in connection with transactions in the Shares (other than
the Transaction) on the date of the determination of the Capped Number (such Shares, the “Available
Shares”). In the event Issuer shall not have delivered the full number of Shares otherwise
deliverable as a result of this Section 8(g) (the resulting deficit, the “Deficit Shares”), Issuer
shall be continually obligated to deliver, from time to time until the full number of Deficit
Shares have been delivered pursuant to this paragraph, Shares when, and to the extent, that (i)
Shares are repurchased, acquired or otherwise received by Issuer or any of its subsidiaries after
the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (ii)
authorized and unissued Shares reserved for issuance in respect of other transactions prior to such
date which prior to the relevant date become no longer so reserved and (iii) Issuer additionally
authorizes and issues Shares that are not reserved for other transactions. Issuer shall
immediately notify Dealer of the occurrence of any of the foregoing events (including the number of
Shares subject to clause (i), (ii) or (iii) and the corresponding number of Shares to be delivered)
and promptly deliver such Shares thereafter. Issuer shall not take any action to decrease the
number of Available Shares below the Capped Number. Issuer shall for as long as the Transaction is
outstanding maintain distributable retained earnings (“vrij uitkeerbare reserve”) of not less than
the maximum number of shares that Issuer may be required to deliver in connection with the
Transaction multiplied by the par value of such Shares. The par value of any Shares issued in
connection with the Transaction shall be charged to (“ten laste gebracht van”) the distributable
retained earnings (“vrij uitkeerbare reserve”) referred to in the preceding sentence.



     (h) Right to Extend. Dealer may postpone any Exercise Date or any other date of valuation or
delivery with respect to some or all of the relevant Warrants (in which event the Calculation Agent
shall make appropriate adjustments to the Number of Shares to be Delivered with respect to one or
more Valuation Dates), if Dealer determines, in its reasonable discretion, that such extension is
reasonably necessary or appropriate to preserve Dealer’s hedging or hedge unwind activity hereunder
in light of existing liquidity conditions or to enable Dealer to effect purchases of Shares in
connection with its hedging, hedge unwind or settlement activity hereunder in a manner that would,
if Dealer were Issuer or an affiliated purchaser of Issuer, be in compliance with applicable legal,
regulatory or self-regulatory requirements, or with related policies and procedures applicable to
Dealer; provided that no event shall an Exercise Date occur after the Final Expiration Date.



     (i) Equity Rights. Buyer acknowledges and agrees that this Confirmation is not intended to
convey to it rights with respect to the Transaction that are senior to the claims of common
stockholders in the event of Issuer’s bankruptcy. For the avoidance of doubt, the parties agree
that the preceding sentence shall not apply at any time other than during Issuer’s bankruptcy to
any claim arising as a result of a breach by Issuer of any of its obligations under this
Confirmation or the Agreement. For the avoidance of doubt,



12









 




the parties acknowledge that this Confirmation is not secured by any collateral that would
otherwise secure the obligations of Issuer hereinunder or pursuant to any other agreement.




     (j) Transfer and Assignment. Buyer may transfer or assign its rights and obligations
hereunder and under the Agreement, in whole or in part, without the consent of Issuer to any
Affiliate of Buyer or to any “qualified institutional buyer” as such term is defined in Rule
144A(a) under the Securities Act of 1933, or if such “qualified institutional investor” is an
individual residing or a legal entity incorporated within the European Economic Area, only if such
individual or legal entity qualifies as a “professional market party” as such term defined in
Article 1a, paragraph 3 of the exemption regulation to the Dutch Act on the Supervision of
Securities Trade 1995 (Vrijstellingsregeling Wet toezicht effectenverkeer 1995). Any other
transfer or assignment of Buyer’s rights and obligations hereunder or under the Agreement shall
require the consent of Issuer, which consent shall not be unreasonably withheld.



     (k) Disclosure. Effective from the date of commencement of discussions concerning the
Transaction, Issuer and each of its employees, representatives, or other agents may, at Issuer’s
sole discretion, disclose to any and all persons, without limitation of any kind, the tax treatment
and tax structure of the Transaction and all materials of any kind (including opinions or other tax
analyses) that are provided to Issuer relating to such tax treatment and tax structure.



     (l) Designation by Dealer. Notwithstanding any other provision in this Confirmation to the
contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other
securities to or from Issuer, Dealer may designate any of its affiliates to purchase, sell, receive
or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect
of the Transaction on behalf of Dealer and any such designee may assume such obligations. Dealer
shall be discharged of its obligations to Issuer to the extent of any such performance.



     (m) Netting and Set-off. (i) If on any date cash would otherwise be payable or Shares or
other property would otherwise be deliverable hereunder or pursuant to the Agreement or pursuant to
any other agreement between the parties by Issuer to Dealer and cash would otherwise be payable or
Shares or other property would otherwise be deliverable hereunder or pursuant to the Agreement or
pursuant to any other agreement between the parties by Dealer to Issuer and the type of property
required to be paid or delivered by each such party on such date is the same, then, on such date,
each such party’s obligation to make such payment or delivery will be automatically satisfied and
discharged and, if the aggregate amount that would otherwise have been payable or deliverable by
one such party exceeds the aggregate amount that would otherwise have been payable or deliverable
by the other such party, replaced by an obligation of the party by whom the larger aggregate amount
would have been payable or deliverable to pay or deliver to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.




     (ii) In addition to and without limiting any rights of set-off that a party hereto may
have as a matter of law, pursuant to contract or otherwise, upon the occurrence of an Early
Termination Date, Dealer shall have the right to terminate, liquidate and otherwise close
out the Transaction and to set off any obligation or right that Dealer may have to or
against Issuer hereunder or under the Agreement against any right or obligation Dealer may
have against or to Issuer, including without limitation any right to receive a payment or
delivery pursuant to any provision of the Agreement or hereunder. In the case of a set-off
of any obligation to release, deliver or pay assets against any right to receive assets of
the same type, such obligation and right shall be set off in kind. In the case of a
set-off of any obligation to release, deliver or pay assets against any right to receive
assets of any other type, the value of each of such obligation and such right shall be
determined by the Calculation Agent and the result of such set-off shall be that the net
obligor shall pay or deliver to the other party an amount of cash or assets, at the net
obligor’s option, with a value (determined, in the case of a delivery of assets, by the
Calculation Agent) equal to that of the net obligation. In determining the value of any
obligation to release or deliver Shares or any right to receive Shares, the value at any
time of such obligation or right shall be determined by reference to the market value of
the Shares at such time, as determined by the Calculation Agent. If an obligation or right
is unascertained at the time of any such set-off, the Calculation Agent may in good faith
estimate the amount or value of such obligation or right, in which case set-off will be
effected in respect of that estimate, and the relevant party shall account to the other
party at the time such obligation or right is ascertained.



13









 






     (iii) Notwithstanding any provision of the Agreement (including without limitation
Section 6(f) thereof) and this Confirmation (including without limitation this Section
8(m)) or any other agreement between the parties to the contrary, (A) Dealer may net and
set off any rights of Dealer against Issuer arising under the Transaction only against
obligations of Dealer to Issuer arising under any transaction or instrument if such
transaction or instrument does not convey rights to Dealer senior to the claims of common
stockholders in the event of Issuer’s bankruptcy; and (B) in the event of Issuer’s
bankruptcy, Dealer waives any and all rights it may have to set-off in respect of the
Transaction, whether arising under agreement, applicable law or otherwise. Dealer will
give notice to Issuer of any netting or set off effected under this provision.



     (n) Additional Termination Event. If Dealer reasonably determines upon the advice of counsel
that it is advisable to terminate a portion of the Transaction so that Dealer’s related hedging
activities will comply with applicable securities laws, rules or regulations, an Additional
Termination Event shall occur in respect of which (1) Issuer shall be the sole Affected Party and
(2) the Transaction shall be the sole Affected Transaction.



     (o) Effectiveness. If, prior to the Effective Date, Dealer reasonably determines that it is
advisable to cancel the Transaction because of concerns that Dealer’s related hedging activities
could be viewed as not complying with applicable securities laws, rules or regulations, the
Transaction shall be cancelled and shall not become effective, and neither party shall have any
obligation to the other party in respect of the Transaction.



     (p) Opinion. Issuer shall deliver to Dealer an opinion of counsel, dated as of the Trade Date
and reasonably acceptable to Dealer in form and substance, with respect to the matters set forth in
Section 3(a)(i) and (ii) of the Agreement and with respect to the execution, delivery and
performance of the Transaction not violating or conflicting with the constitutional documents of
Issuer or with the Third Amended and Restated Credit Agreement among Core Laboratories N.V., Core
Laboratories LP, JP Morgan Chase Bank, N.A., Bank of America, N.A., JP Morgan Securities Inc. and
Banc of America Securities LLC, dated as of March 24, 2005, as amended to date.



     (q) Waiver of Trial by Jury. EACH OF ISSUER AND BUYER HEREBY IRREVOCABLY WAIVES (ON ITS OWN
BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF BUYER OR ITS AFFILIATES
IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.



     (r) Governing Law. THIS CONFIRMATION SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH
ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF
INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.



     (s) Role of Agent. Lehman Brothers Inc. in its capacity as Agent will be responsible for (A)
effecting this Transaction, (B) issuing all required confirmations and statements to Dealer and
Issuer, (C) maintaining books and records relating to this Transaction in accordance with its
standard practices and procedures and in accordance with applicable law and (D) unless otherwise
requested by Issuer, receiving, delivering, and safeguarding Issuer’s funds and any securities in
connection with this Transaction, in accordance with its standard practices and procedures and in
accordance with applicable law.




	 	(i)	 	Agent is acting in connection with this Transaction solely in its capacity as
Agent for Dealer and Issuer pursuant to instructions from Dealer and Issuer. Agent
shall have no responsibility or personal liability to Dealer or Issuer arising from
any failure by Dealer or Issuer to pay or perform any obligations hereunder, or to
monitor or enforce compliance by Dealer or Issuer with any obligation hereunder,
including, without limitation, any obligations to maintain collateral. Each of Dealer
and Issuer agrees to




14









 






	 	 	 	proceed solely against the other to collect or recover any securities or monies
owing to it in connection with or as a result of this Transaction. Agent shall
otherwise have no liability in respect of this Transaction, except for its gross
negligence or willful misconduct in performing its duties as Agent.
	 
	 	(ii)	 	Any and all notices, demands, or communications of any kind relating to this
Transaction between Dealer and Issuer shall be transmitted exclusively through Agent
at the following address:
	 
	 	 	 	Lehman Brothers Inc., acting as Agent
	 	 	 	Lehman Brothers OTC Derivatives Inc., acting as Principal
	 	 	 	745 Seventh Avenue
	 	 	 	New York, New York 10019
	 	 	 	Attn: Transaction Management Group
	 	 	 	Telephone No.: (212) 526-9986
	 	 	 	Facsimile No.: (646) 885-9546
	 
	 	(iii)	 	The date and time of the Transaction evidenced hereby will be furnished by
the Agent to Dealer and Issuer upon written request.
	 
	 	(iv)	 	The Agent will furnish to Issuer upon written request a statement as to the
source and amount of any remuneration received or to be received by the Agent in
connection with the Transaction evidenced hereby.
	 
	 	(v)	 	Dealer and Issuer each represents and agrees (A) that this Transaction is not
unsuitable for it in the light of such party’s financial situation, investment
objectives and needs and (B) that it is entering into this Transaction in reliance
upon such tax, accounting, regulatory, legal and financial advice as it deems
necessary and not upon any view expressed by the other or the Agent.





     (t) Regulatory Provisions. (i) Issuer represents and warrants that it has received and read
and understands the Notice of Regulatory Treatment and the OTC Option Risk Disclosure Statement.
(i) The Agent will furnish Issuer upon written request a statement as to the source and amount of
any remuneration received or to be received by the Agent in connection with the Transaction
evidenced hereby.



15









 





     Issuer hereby agrees (a) to check this Confirmation carefully and immediately upon receipt so
that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the
foregoing (in the exact form provided by Dealer) correctly sets forth the terms of the agreement
between Dealer and Issuer with respect to the Transaction, by manually signing this Confirmation or
this page hereof as evidence of agreement to such terms and providing the other information
requested herein and immediately returning an executed copy via facsimile to (646) 885-9546.



	 	 	 	 	 
	 	 	Yours faithfully,
	 
	 	 	 	 
	 	 	Lehman Brothers OTC Derivatives Inc.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






Agreed and Accepted By:




Core Laboratories N.V.




	 	 	 
	By:

	 	Core Laboratories International B.V.,
	 

	 	its Sole Managing Director






	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Jan Willem Sodderland	 	 
	 

	 	Title:
	 	Managing Director of Core Laboratories	 	 
	 

	 	 	 	International B.V.	 	 







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